Client's responsibilities for all calling, texting, and outreach to Consumers through or in connection with the Blinker platform. This Addendum is incorporated into the Master Services Agreement.
This Telemarketing & TCPA Compliance Addendum (the “Addendum”) supplements and is incorporated into the Master Services Agreement (“Agreement”) between Blinker, Inc. (“Blinker”) and Client. It governs all telephone calls, text and multimedia messages, prerecorded and artificial-voice messages, voicemails, and email that Client — including its employees, agents, and subcontractors — initiates, sends, or causes to be sent to Consumers in connection with the Services. Capitalized terms not defined here have the meanings given in the Agreement.
1.1 Client is the seller and telemarketer. As between the parties, Client is solely the “seller,” “telemarketer,” and initiator of all outreach to Consumers. Client determines whom to contact, when, how, and with what message, and controls its dialing, messaging, and lead-management systems.
1.2 Blinker is a technology provider. Blinker provides software that helps Client manage engagements and transactions. Blinker does not initiate calls or messages on Client's behalf, does not select recipients, and is not the “maker” or “initiator” of any communication for purposes of the TCPA or Telemarketing Sales Rule. Any dialer, messaging, or telephony capability that Client connects to or uses with the platform is operated under Client's control and direction.
2.1 Client will, at its own expense, comply with all laws applicable to its outreach, including without limitation: the Telephone Consumer Protection Act (TCPA) and FCC regulations; the FTC Telemarketing Sales Rule (TSR); the federal and all applicable state Do-Not-Call rules and registries; state telemarketing, autodialer, and calling-time laws; the CAN-SPAM Act; call-recording and two-party-consent laws; and all applicable warranty, vehicle-service-contract, insurance, and lending laws.
2.2 Client is responsible for maintaining its own written compliance policies, training, monitoring, and legal counsel. Nothing Blinker provides — including any platform feature, default setting, or template — constitutes legal advice or assures compliance.
3.1 Prior express written consent. Before using any automatic telephone dialing system, artificial or prerecorded voice, or automated texting to contact a Consumer's wireless number, Client will obtain and retain prior express written consent that satisfies the TCPA and applicable regulations, including clear and conspicuous disclosures and, where required, one-to-one consent identifying the seller.
3.2 Proof. Client will capture, time-stamp, and retain records sufficient to prove consent for each Consumer, and will produce them promptly on Blinker's or a regulator's request.
3.3 Revocation. Client will honor any Consumer's revocation of consent by any reasonable means, promptly and across all channels.
4.1 Client will scrub its calling lists against the National Do-Not-Call Registry and applicable state registries at the required intervals, and will maintain and honor its own internal do-not-call list.
4.2 Client will promptly process and honor all opt-out, unsubscribe, and “STOP” requests, and will suppress further contact to any Consumer who opts out, across calls, texts, and email.
4.3 Client will observe all permitted calling-time windows and frequency limits under federal and state law.
5.1 Client will transmit accurate caller-ID information and will not spoof, falsify, or misrepresent the origin of any call.
5.2 At the outset of each call, Client and its agents will promptly and truthfully identify the seller, the purpose of the call, and the nature of the products offered, and will make all disclosures required by the TSR and applicable law.
5.3 Client will not engage in abusive, deceptive, harassing, or misleading practices.
6.1 Client will comply with wireless carrier and messaging-platform requirements (including 10DLC registration, campaign and content rules, and opt-in/opt-out handling) for all SMS/MMS sent in connection with the Services.
6.2 Every message program will include required opt-in disclosures, message-frequency and rate disclosures, and a working opt-out mechanism. Email will comply with CAN-SPAM, including accurate headers, a valid physical address, and a functioning unsubscribe.
7.1 Where Client records or monitors calls, Client will comply with all federal and state wiretap, eavesdropping, and two-party/all-party consent laws, including providing any required notice or obtaining consent at the start of the call.
7.2 Client is solely responsible for determining which states' consent requirements apply to each Consumer and for configuring its practices accordingly.
8.1 Client will not make deceptive or misleading statements about vehicle warranties or service contracts, including implying an affiliation with, or a communication from, a vehicle manufacturer, dealer, or government agency where none exists, or that a Consumer's warranty is expiring when Client does not have a basis for that statement.
8.2 Client will accurately describe the coverage, exclusions, price, and terms of every protection or service-contract product it markets, and will comply with all applicable state vehicle-service-contract and insurance regulations, including licensing.
9.1 Client will maintain, for the periods required by law, complete records of consents, do-not-call scrubs, opt-outs, call and message logs, scripts, and disclosures related to its use of the Services.
9.2 On reasonable notice, Client will make such records available to Blinker or to a regulator, and will reasonably cooperate with any inquiry, investigation, or audit relating to Client's outreach.
10.1 Blinker has no obligation to monitor Client's outreach, but may investigate suspected violations.
10.2 Blinker may suspend or terminate Client's access to the Services immediately, without liability, if Blinker reasonably believes Client has violated this Addendum or applicable telemarketing or consumer-protection law, or if continued service exposes Blinker to legal or reputational risk. A breach of this Addendum is a material breach of the Agreement that need not be cured.
11.1 In addition to the indemnity in the Agreement, Client will defend, indemnify, and hold harmless Blinker and its affiliates, officers, and employees from and against all claims, demands, actions, government or regulatory proceedings, and any resulting losses, damages, settlements, statutory damages, fines, penalties, and reasonable attorneys' fees arising out of or relating to Client's or its agents' or subcontractors' outreach to Consumers or breach of this Addendum, including any claim under the TCPA, the Telemarketing Sales Rule, Do-Not-Call, call-recording, CAN-SPAM, or state telemarketing, warranty, or insurance laws.
11.2 The limitations of liability in the Agreement do not limit Client's obligations under this Section.
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