Terms of Service

These Terms, together with any order forms, plan selections, statements of work, and the policies referenced herein, constitute the entire agreement between you and MSG MVP regarding the Services and supersede all prior or contemporaneous understandings. By accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms.

We may make additional product-specific terms, beta-feature terms, or carrier-imposed requirements available to you from time to time. Where those terms apply to a feature you use, they are incorporated into and form part of these Terms. If there is a conflict between a signed master agreement executed by both parties and these Terms, the signed agreement controls for the affected subject matter.

For purposes of these Terms:

• "Account" means the registered account through which you access and use the Services.
• "Credits" means the prepaid message or usage units that may be consumed when sending messages or placing calls through the Services.
• "Customer Data" means all data, content, contact records, message content, and other materials that you or your end users submit to, upload to, or transmit through the Services.
• "End User" means an individual or entity that receives, replies to, or otherwise interacts with messages or calls you send through the Services.
• "Carrier" means a telecommunications operator, mobile network operator, or messaging aggregator through which messages and calls are routed.
• "10DLC" means the Application-to-Person 10-Digit Long Code framework governing business messaging in the United States.
• "Documentation" means the user guides, help articles, and technical materials we make available describing the Services.
• "Applicable Law" means all laws, rules, regulations, and industry standards applicable to your use of the Services, including the Telephone Consumer Protection Act (TCPA), the CAN-SPAM Act, and CTIA Messaging Principles and Best Practices.

To use the Services, you must be at least 18 years old and capable of forming a binding contract. The Services are intended for business and professional use and are not directed to consumers for personal, family, or household purposes.

You agree to provide accurate, current, and complete information during registration and to keep that information up to date, including any information required for carrier registration, brand and campaign vetting, or identity verification. You are responsible for safeguarding your account credentials, for all activity that occurs under your Account, and for ensuring that all users you authorize comply with these Terms. You must notify us promptly at legal@msgmvp.com of any unauthorized use of your Account or any other suspected security breach.

We may refuse registration, deny the creation of an Account, or require additional verification in our reasonable discretion, including where necessary to comply with carrier requirements, anti-fraud controls, or Applicable Law.

MSG MVP provides a cloud-based operational messaging platform that enables businesses to communicate with their contacts across multiple channels. Depending on your plan and configuration, the Services may include:

• SMS and MMS messaging. Sending and receiving text and multimedia messages, including bulk and one-to-one messaging through registered 10DLC, toll-free, and short-code numbers.
• Voice broadcast and calling. Placing outbound voice calls and broadcasts and, where supported, handling inbound calls and call routing.
• Two-way messaging and shared inbox. A collaborative, multi-channel inbox enabling teams to manage conversations, assignments, and replies in real time.
• Workflows and automation. Templates, automation rules, scheduling, and workflow objects that help you orchestrate operational messaging across your organization.
• Compliance and analytics tooling. Brand and campaign registration support, opt-out management, reporting, and analytics.

We may add, modify, or discontinue features of the Services at any time. Message and call delivery depends on Carriers and other third parties outside our control, and we do not guarantee that any particular message or call will be delivered, delivered without delay, or delivered to a specific device.

You are solely responsible for the content you transmit and the manner in which you use the Services. You agree not to use, and not to permit any user or End User to use, the Services to:

• Transmit unsolicited bulk or commercial messages (spam), or messages to recipients who have not provided the consent required by Applicable Law or who have opted out.
• Send content that is unlawful, fraudulent, deceptive, misleading, defamatory, harassing, threatening, abusive, obscene, or that infringes the intellectual property or privacy rights of others.
• Distribute phishing, smishing, malware, viruses, or links intended to compromise the security of any recipient or system.
• Impersonate any person or entity, spoof sender identity, or misrepresent your affiliation with any person or entity.
• Engage in "snowshoeing," URL cloaking, message content designed to evade carrier filtering, or other techniques that disguise the true source or nature of a message.
• Promote illegal goods or services, or content prohibited by Carriers or industry guidelines, including unlawful gambling, illegal substances, or high-risk financial schemes.
• Interfere with, disrupt, or attempt to gain unauthorized access to the Services, accounts, networks, or systems, or to reverse engineer, decompile, or scrape the Services except as permitted by Applicable Law.
• Resell, sublicense, or provide the Services to third parties except as expressly authorized in writing by us.

We may, in our reasonable discretion, monitor messaging traffic for compliance, filter or block content, and suspend or terminate offending traffic to protect the integrity of the Services, our Carrier relationships, and message recipients.

Messaging is a heavily regulated activity, and compliance is a condition of your use of the Services. You are responsible for ensuring that all messages and calls you send comply with Applicable Law and industry standards, including the Telephone Consumer Protection Act (TCPA), the CAN-SPAM Act, state messaging and telemarketing laws, the CTIA Messaging Principles and Best Practices, and Carrier program requirements.

• Prior consent. You must obtain and maintain documented, legally valid prior express consent (and, where required, prior express written consent) from each recipient before sending messages or placing calls. Consent must be specific to the program and channel, and you may not message contacts based on shared, purchased, rented, or scraped lists.
• 10DLC registration. For U.S. application-to-person messaging, you must register your brand and campaigns under the 10DLC framework and provide accurate registration information. Throughput, deliverability, and pricing may depend on your registration status and trust score.
• Identification and opt-out language. Messages must clearly identify the sender and, where required, include opt-out instructions and message-frequency and data-rate disclosures.
• Prohibited SHAFT content. You may not use the Services to send content related to Sex, Hate, Alcohol, Firearms, or Tobacco ("SHAFT"), or other content categories restricted by Carriers, except where expressly permitted, age-gated, and compliant with all Applicable Law and Carrier requirements.
• Quiet hours and frequency. You must respect time-of-day restrictions, do-not-call and do-not-contact obligations, and reasonable messaging frequency.

You acknowledge that Carriers may independently audit, throttle, suspend, or block traffic that they determine to be non-compliant, and that we may act on Carrier directives without prior notice.

You must honor opt-out requests promptly and may not message any recipient who has revoked consent. The Services automatically recognize and process standard opt-out keywords such as STOP, UNSUBSCRIBE, CANCEL, END, and QUIT, as well as help keywords such as HELP and INFO.

You may not disable, circumvent, alter, or interfere with opt-out processing, and you must also honor opt-out requests received through any other reasonable means (for example, verbal requests, replies in different wording, or written requests). You are responsible for maintaining and applying your own suppression lists across all programs and channels and for ensuring that opted-out contacts are not re-messaged unless they provide new, valid consent.

As a condition of your use of the Services, you agree that you will:

• Maintain accurate records of consent for each recipient and produce those records promptly upon our or a Carrier's request.
• Ensure that all Customer Data, including contact lists and message content, is accurate, lawfully collected, and used in accordance with the disclosures you have made to your contacts.
• Use the Services only for lawful purposes and in compliance with these Terms, the Acceptable Use Policy, and Applicable Law.
• Maintain and publish appropriate privacy notices and obtain any consents required for your own collection and processing of personal information.
• Not send protected health information (PHI), and you acknowledge that the Services are not configured for the transmission of PHI by default. If your use case involves PHI, you must execute a Business Associate Agreement (BAA) with us in advance and follow our required configuration; absent a signed BAA, you agree not to transmit PHI through the Services.
• Be solely responsible for the consequences of the messages and calls you send, including any claims by recipients, Carriers, or regulators.

Fees for the Services are described in your selected plan, applicable order form, or pricing page. By subscribing to a paid plan or purchasing Credits, you authorize us (and our payment processor) to charge your designated payment method for all applicable fees, usage charges, and taxes.

• Subscriptions. Monthly or annual subscription fees are billed in advance on a recurring basis and automatically renew at the end of each billing cycle unless cancelled before the renewal date.
• Usage and Credits. Message, voice, and other usage may be billed on a per-unit basis or by consumption of prepaid Credits. Carrier surcharges, messaging fees, and registration fees may apply and may change based on Carrier pricing.
• Taxes. Fees are exclusive of taxes, levies, and duties. You are responsible for all applicable sales, use, value-added, and similar taxes, excluding taxes based on our net income.
• No refunds. Except where required by law or expressly stated in writing, all fees are non-refundable, and consumed Credits, used message volume, and elapsed subscription periods are not refundable or creditable.
• Late and failed payments. We may suspend or terminate the Services, and may charge interest on overdue amounts to the extent permitted by law, if payment is not received when due.

We may change pricing and fees with reasonable advance notice. Changes apply at the start of your next billing cycle (or, for usage and Carrier pass-through charges, when they take effect). Your continued use of the Services after a price change takes effect constitutes acceptance of the new pricing.

We may offer free trials or promotional access to certain features for a limited period. Free trials are provided "as is" and may be subject to usage limits, feature restrictions, and additional terms communicated at sign-up. We may modify or discontinue a free trial at any time.

Unless you cancel before the end of the trial period, your Account may automatically convert to a paid plan, and you authorize us to charge your payment method the applicable fees. Any data or configuration created during a trial may be deleted if you do not convert to a paid plan within a reasonable time after the trial ends.

Credits are prepaid units that may be applied toward eligible usage of the Services. Credits have no cash value, are non-transferable, and are non-refundable once consumed. Credits may be denominated and consumed at rates that vary by message type, destination, Carrier, and feature.

Unless otherwise stated in your plan, Credits may expire after a defined period of inactivity or at the end of a subscription term, and expired Credits are forfeited without refund or credit. We may adjust the rate at which Credits are consumed to reflect changes in Carrier or third-party pricing.

The Services rely on and may integrate with third-party providers, including Carriers, telecommunications aggregators, payment processors, cloud-hosting providers, and other tools you choose to connect. Your use of any third-party service is governed by that provider's own terms and policies, and we are not responsible for the acts, omissions, availability, or content of third-party services.

If you enable an integration or connect a third-party service, you authorize us to exchange the data necessary to provide that integration. We may suspend or remove an integration at any time, including where a third party changes its terms or discontinues its service.

The Services, including all software, technology, designs, text, graphics, Documentation, and the MSG MVP name and logos, are owned by MSG MVP or its licensors and are protected by intellectual property laws. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services for your internal business purposes during the term of your subscription.

Except for the rights expressly granted here, we reserve all rights, title, and interest in and to the Services. You may not remove or alter any proprietary notices. If you provide feedback, suggestions, or ideas about the Services, you grant us a perpetual, irrevocable, royalty-free, worldwide license to use that feedback without restriction or obligation to you.

As between you and MSG MVP, you retain all rights, title, and interest in and to your Customer Data. You grant us a worldwide, non-exclusive, royalty-free license to host, store, process, transmit, display, and otherwise use Customer Data solely as necessary to provide, maintain, secure, and improve the Services, to comply with Applicable Law and Carrier requirements, and to enforce these Terms.

You represent and warrant that you have all rights, consents, and permissions necessary to provide Customer Data to us and to authorize our use of it as described in these Terms and our Privacy Policy. You are responsible for the accuracy, quality, and legality of Customer Data and the means by which you acquired it. We may aggregate and de-identify data so that it no longer identifies you or any individual, and may use such aggregated and de-identified data to operate and improve our products.

Our collection and use of personal information in connection with the Services is described in our Privacy Policy, which is incorporated into these Terms by reference. Where we process personal information on your behalf as part of providing the Services, we do so in accordance with our agreement with you and Applicable Law. Where required, the parties will enter into a Data Processing Addendum (DPA) governing such processing.

Each party may have access to non-public information of the other party that is designated as confidential or that reasonably should be understood to be confidential ("Confidential Information"). The receiving party will use the disclosing party's Confidential Information only to perform under these Terms, will protect it using at least reasonable care, and will not disclose it to third parties except to its personnel and subcontractors who have a need to know and are bound by confidentiality obligations.

Confidential Information does not include information that is or becomes publicly available without breach, was rightfully known without obligation of confidentiality, or is independently developed. A party may disclose Confidential Information as required by law, provided it gives reasonable notice where legally permitted.

We aim to make the Services available on a reliable basis and may provide support according to the plan you select or a separate service-level agreement (SLA). Where an SLA applies, it governs our availability commitments and any associated remedies. Absent a signed SLA, the Services are provided without any uptime or availability guarantee.

You acknowledge that the Services may be temporarily unavailable due to scheduled maintenance, updates, Carrier or third-party outages, or events beyond our reasonable control, and that message and call delivery depends on Carriers and other parties we do not control. We do not warrant that the Services will be uninterrupted, timely, secure, or error-free.

You may cancel your subscription or close your Account at any time through your account settings or by contacting us; cancellation takes effect at the end of the then-current billing cycle unless otherwise stated, and no refund is provided for the remainder of a paid period.

We may suspend or terminate your access to all or part of the Services, with or without notice, if we reasonably believe that you have violated these Terms or the Acceptable Use Policy; that your use poses a security, legal, reputational, or operational risk; that a Carrier or regulator requires it; or that you have failed to pay fees when due. We may also suspend traffic to mitigate non-compliant messaging or to protect the Services and other customers.

Upon termination, your right to access the Services ceases immediately, and we may delete Customer Data after a reasonable period, subject to records we are required to retain by law or for compliance (such as consent and opt-out records). Sections that by their nature should survive termination — including provisions on fees owed, intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, and dispute resolution — will survive.

THE SERVICES, INCLUDING ALL CONTENT, FEATURES, AND DELIVERY CAPABILITIES, ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE FULLEST EXTENT PERMITTED BY LAW, MSG MVP DISCLAIMS ALL WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

We do not warrant that the Services will meet your requirements, that messages or calls will be delivered or delivered without delay, that the Services will be uninterrupted, secure, or error-free, or that defects will be corrected. You are solely responsible for determining whether the Services are appropriate for your use case and for compliance with the laws applicable to your communications.

TO THE FULLEST EXTENT PERMITTED BY LAW, MSG MVP AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT FOR YOUR PAYMENT OBLIGATIONS AND YOUR INDEMNIFICATION OBLIGATIONS, THE TOTAL AGGREGATE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE TOTAL AMOUNTS YOU PAID TO US FOR THE SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

You agree to defend, indemnify, and hold harmless MSG MVP and its affiliates, officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your Customer Data or the content of messages and calls you send; (b) your use of the Services in violation of these Terms, the Acceptable Use Policy, or Applicable Law; (c) your failure to obtain or maintain required consents or to honor opt-out requests; or (d) your violation of the rights of any third party, including any TCPA, CTIA, or Carrier-related claim.

We will provide you with prompt notice of any such claim, reasonable cooperation at your expense, and the opportunity to control the defense and settlement, provided that any settlement requiring an admission or payment by us requires our prior written consent.

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles, and the parties consent to the exclusive jurisdiction of the state and federal courts located there for any matter not subject to arbitration.

Informal resolution. Before initiating any formal proceeding, the parties agree to attempt in good faith to resolve any dispute by contacting legal@msgmvp.com and negotiating for at least thirty (30) days.

Arbitration. Any dispute that cannot be resolved informally will be settled by binding arbitration administered by a recognized arbitration provider under its commercial rules, conducted on an individual basis. You and MSG MVP waive any right to a jury trial and agree that disputes will be resolved on an individual basis and not as a plaintiff or class member in any purported class or representative proceeding. Either party may seek injunctive relief in court to protect its intellectual property or Confidential Information. If the class-action waiver is found unenforceable, the remainder of this section will continue to apply to the extent permitted by law.

We may update these Terms from time to time. When we make material changes, we will notify you by posting the updated Terms and revising the "Last updated" date above, and, where appropriate, by providing additional notice (such as email or in-product notice). Your continued use of the Services after the changes take effect constitutes your acceptance of the revised Terms. If you do not agree to the changes, you must stop using the Services.

• Severability. If any provision of these Terms is held unenforceable, the remaining provisions will remain in full force and effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.
• Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, reorganization, or sale of assets. Any prohibited assignment is void.
• Entire agreement. These Terms, together with the documents incorporated by reference, constitute the entire agreement between you and MSG MVP regarding the Services and supersede all prior agreements on the subject.
• Force majeure. Neither party will be liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, Carrier or utility outages, governmental action, or internet failures.
• Notices. We may provide notices to you through the Services, by email to the address associated with your Account, or by posting on our website. You may provide notices to us at legal@msgmvp.com.
• Waiver and relationship. No waiver of any term will be deemed a further or continuing waiver. The parties are independent contractors, and nothing in these Terms creates a partnership, agency, or employment relationship.

Questions about these Terms? Get in touch: