Terms of Service

5.1 Consent & Messaging Responsibility.

You are responsible for your traffic, Content, and campaigns and for those of your Downstream Businesses as set out in Section 5.4. Before sending or causing any message to be sent, you must obtain legally valid opt-in consent covering the actual recipient and destination, the business on whose behalf the message is sent, the channel used, and the message purpose, including prior express written consent where required. Consent must remain valid when the message is sent. Consent for one business, channel, or purpose does not by itself authorize another, including a fallback channel. You must not use missing, invalid, misrepresented, or revoked consent or send beyond its scope.

5.2 Consent Records & Withdrawals.

You must maintain accurate, auditable opt-in and opt-out records showing the recipient and destination, sender, collection source and method, timestamp, disclosures presented, affirmative action establishing consent, authorized channels and purposes, and any withdrawal and action taken. Retain these records securely while relying on consent or as needed to honor a withdrawal, and for any longer period required by applicable law or carrier or platform rules. Preserve records relevant to a pending claim or compliance inquiry for as long as lawfully necessary to resolve it. Provide supporting evidence under Section 5.5.

Provide required opt-out methods and promptly honor withdrawals made through any reasonable means, within all applicable legal and carrier or platform deadlines. Stop affected messages, including queued or scheduled messages, and propagate the withdrawal to relevant systems and Downstream Businesses. Do not resume affected messaging without new valid consent. A non-marketing opt-out confirmation may be sent only as permitted by applicable law and carrier or platform rules.

5.3 Registration Is Not Recipient Consent.

Drafting, hosting, reviewing, or approving a call to action ("CTA"), opt-in form, disclosure, or campaign, or registering or approving a brand, number, or messaging agent, does not by itself establish that any recipient actually consented or that a message is lawful. This applies whether performed by Pinnacle, a carrier, a platform, or another service provider. These activities and any compliance tools do not replace your obligations under this Section 5.

5.4 Downstream Business Responsibility.

You are directly and primarily responsible to Pinnacle for each Downstream Business's consent failures and messaging-related acts and omissions as if they were your own, including violations of this Section 5, applicable law, and carrier or platform requirements. Before enabling access, you must obtain and enforce written downstream agreements imposing corresponding consent, recordkeeping, withdrawal, evidence-production, compliance, audit-cooperation, and suspension obligations, together with defense, indemnification, and reimbursement obligations no less protective of you than those you owe Pinnacle under Section 13 for that business's conduct. Require equivalent obligations at each further resale tier.

Your obligations to Pinnacle do not depend on whether a Downstream Business is bound by these Terms, whether you obtained or enforced its agreement, or whether you can recover from that business, an insurer, or anyone else. Pinnacle need not first pursue any Downstream Business. A Downstream Business does not become a party to these Terms merely because it receives Services through you.

5.5 Evidence, Audit & Suspension.

On reasonable request, you must promptly provide complete and accurate evidence of compliance, including relevant consent and withdrawal records, messaging records, and downstream contract provisions, and cooperate with reasonable audits, investigations, and remediation. Pinnacle may review relevant records and compliance processes, including through a designated auditor bound to confidentiality. Limit disclosures to information reasonably necessary for that purpose, use secure transmission, and comply with applicable privacy law. These rights supplement Section 6.4 and do not restrict Pinnacle's suspension or termination rights under Section 14, including for missing evidence or suspected violations.

6.1 Permitted Purposes.

You may use Network Features only for fraud prevention and detection, account-takeover protection, multi-factor authentication, identity verification, and message-deliverability validation. You may not use Network Features for advertising, profiling, location tracking outside an authenticated user's consented flow, surveillance, or any purpose prohibited by any Upstream Provider or applicable law.

6.2 End-User Notice, Consent & Lawful Basis.

You represent and warrant that, before invoking any Network Feature against an end user's mobile number, you have a valid lawful basis (e.g., legitimate interest in fraud prevention or end-user consent), that your privacy notice clearly discloses use of network-based identity, fraud, and SIM-swap signals, and that you comply with GDPR, UK GDPR, CCPA/CPRA, the TCPA, and all other applicable data-protection, consumer-protection, and telecommunications laws. You are solely responsible for obtaining and maintaining these consents and for proving them on demand.

6.3 Controller / Processor Roles.

For Network Features calls you initiate, you are the controller of end-user personal data and Pinnacle acts solely as a processor on your behalf. Each Upstream Provider acts as an independent controller or processor as required by applicable law and its own terms; Pinnacle has no control over, and assumes no liability for, any Upstream Provider's acts, omissions, data-handling practices, availability, accuracy, or decisions to suspend, audit, or revoke access.

6.4 Pass-Through Provider Terms.

Network Features are subject to additional terms, acceptable-use rules, audit rights, suspension rights, and pricing changes imposed by the Upstream Providers. You agree to comply with those terms as if they were directly applicable to you, to cooperate with any audit, investigation, or remediation request, and to bear all costs and consequences of any Upstream-Provider-initiated suspension or revocation. Pinnacle may pass through any such suspension, throttling, fee, or termination, subject to Section 12. Charges and other amounts sought under this Section for consent failures or messaging violations are governed by Section 13.

6.5 Reseller Restrictions.

You may not resell, sublicense, white-label, or otherwise make Network Features available to third parties except as expressly permitted in a written agreement signed by Pinnacle. Where resale is permitted, you must impose on each downstream customer obligations no less protective than those in this Section 6 and remain fully liable for their acts and omissions as if they were your own.

6.6 Prohibited Data & Conduct.

You may not submit MSISDNs you do not have a lawful basis to query, perform enumeration or scraping of mobile-number databases, build profiles or advertising audiences, generate location datasets, or use Network Features in connection with credit decisions, employment decisions, insurance underwriting, or any use prohibited by an Upstream Provider.

6.7 No Warranty of Network Features.

NETWORK FEATURES ARE PROVIDED "AS IS" AND SOLELY AS A PASS-THROUGH FROM UPSTREAM PROVIDERS. PINNACLE MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND REGARDING THEIR ACCURACY, AVAILABILITY, LATENCY, COMPLETENESS, FITNESS FOR ANY PARTICULAR PURPOSE, OR CONTINUED AVAILABILITY. RELIANCE ON NETWORK FEATURES IS AT YOUR SOLE RISK.

6.8 Indemnification & Liability Allocation.

Section 13 governs your defense, indemnification, and reimbursement obligations for Network Features, including claims concerning your use of Network Features, breaches of this Section 6, your or your end users' data, consent flows or privacy notices, claims by an Upstream Provider, regulator, carrier or end user relating to your activity, and decisions you make based on a Network Features response. Section 12, including its exceptions, applies to Network Features.

13.1 Covered Claims.

Subject to Section 13.5, you shall defend, indemnify, and hold harmless Pinnacle and its officers, directors, employees, agents, and affiliates (the "Indemnified Parties") against third-party claims, demands, actions, investigations, and proceedings arising out of or relating to your use of the Services, breach of these Terms, or Content or communications (each a "Covered Claim"). Covered Claims expressly include allegations of missing, invalid, misrepresented, or revoked consent, messaging beyond the scope of consent, failure to honor opt-outs, or other violations of applicable law or carrier or platform messaging requirements by you or a Downstream Business, and the Network Features matters described in Section 6.8. The duty to defend applies to allegations within this scope, not only proven violations.

13.2 Recoverable Amounts.

For a Covered Claim, your obligations include reasonable, documented defense and investigation costs, attorneys' and experts' fees and court costs, amounts awarded in judgments, and settlements approved under Section 13.3. Recoverable third-party charges are addressed in Section 13.4. All amounts are subject to Section 13.5.

13.3 Notice, Defense Funding & Control.

Pinnacle will give you reasonably prompt written notice of a Covered Claim and available supporting information. Delayed notice relieves you of an obligation only to the extent you demonstrate material prejudice caused by that delay. You must promptly undertake the defense with qualified counsel reasonably acceptable to Pinnacle and keep Pinnacle informed. Pay reasonable, documented defense costs as they arise, directly or by reimbursement within 15 days after receiving an invoice and reasonable supporting detail, without waiting for a final determination of liability or recovery from a Downstream Business or insurer, subject to Section 13.5.

You may control the defense while diligently defending and funding it. Pinnacle may participate through its own counsel at its own expense, except that you must fund reasonable separate counsel where a material conflict requires it. If you fail to defend or fund the defense promptly, or a material conflict, request for non-monetary relief against an Indemnified Party, or regulatory requirement makes separate control reasonably necessary, Pinnacle may assume the affected defense with counsel of its choice at your reasonable expense to the extent covered by this Section. Pinnacle may take reasonable steps to protect against imminent prejudice before you assume the defense. Each party will reasonably cooperate, including by preserving relevant records, while protecting privilege and confidentiality; you will reimburse Pinnacle's reasonable, documented cooperation costs for Covered Claims.

You may not settle a Covered Claim without Pinnacle's prior written approval, which will not be unreasonably withheld, conditioned, or delayed. Pinnacle may withhold approval of any settlement that lacks an unconditional release of the affected Indemnified Parties, admits their fault, imposes non-monetary obligations on them, or requires them to pay amounts you do not fund. Pinnacle must obtain your prior written approval, not unreasonably withheld, conditioned, or delayed, before settling a Covered Claim for which it seeks payment from you.

13.4 Attributable Third-Party Charges.

Subject to Section 13.5, you must pay or reimburse documented charges actually assessed against and paid or payable by Pinnacle to a carrier, messaging platform, upstream service provider, regulator, or industry body to the extent attributable to your or a Downstream Business's consent failures or messaging violations. These may include surcharges, contractual assessments, investigation or remediation charges, and cost-recovery fees, and legally indemnifiable fines or penalties. This obligation applies whether or not a lawsuit is filed and is not conditional on recovery from a Downstream Business. Ordinary service fees remain governed by Section 7, and settlements of Covered Claims remain subject to Section 13.3.

Payment is due within 15 days after written notice with reasonable documentation of the amount, basis, and connection to the failure or violation, together with reasonable, documented costs of collecting amounts properly due. Pinnacle will reasonably cooperate in available good-faith challenges to a charge and promptly credit or refund amounts reduced, reversed, or determined not to be owed. A dispute over one amount does not excuse payment of undisputed amounts or funding of a Covered Claim's defense.

13.5 Excluded Conduct & Legal Limits.

Notwithstanding any other provision of these Terms, you have no obligation under Sections 5, 6.8, or 13 to the extent a claim, loss, or charge is caused by an Indemnified Party's negligence, gross negligence, fraud, willful misconduct, violation of applicable law, or breach of these Terms. Fines, penalties, and punitive damages are recoverable only to the extent indemnification is permitted by applicable law. Nothing here transfers a nondelegable legal duty of Pinnacle or relieves Pinnacle of a nonwaivable obligation or liability.

Claims arising solely from excluded conduct are not covered. For mixed claims, reasonable defense costs attributable to potentially covered allegations must be funded as they arise; allegations of excluded conduct alone do not suspend that funding. The parties will reasonably allocate costs between covered and excluded matters, with any disputed allocation resolved under Section 17. Pinnacle will reimburse any advanced amounts allocated to excluded matters by agreement or final determination.

13.6 Coordination & No Double Recovery.

The recoverable-amount rules, claim procedures, and exclusions in this Section also govern the indemnity in Section 6.8 and any overlapping indemnification language in our privacy policy, and control in the event of a conflict on those matters. Pinnacle may not recover the same loss or charge more than once under these provisions and must credit amounts actually recovered for that same loss. This coordination does not change either party's data-protection obligations.