Terms & Conditions

DESCRIPTION OF SERVICE

The Signal mobile messaging service (the "Service") provides a web-based application for managing mobile marketing campaigns including mobile messaging capabilities.  Unless explicitly stated otherwise, any new features that augment or enhance the current Service shall be subject to this Agreement.  You understand and agree that the Service is provided to you on an "AS-IS" basis and that Signal assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings. You are responsible for obtaining access to the Service and that access and subsequent usage may involve third party fees (such as Internet access to use the Service).

YOUR REGISTRATION OBLIGATIONS

In consideration of your use of the Service, you represent that you are of legal age to form a binding contract and are not a person barred from receiving the Service under the laws of the United States or other applicable jurisdiction. You also agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Service's registration form (such information being the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete.  If you provide any information that is untrue, inaccurate, not current or incomplete, or Signal has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Signal has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof).  Children under the age of 13 may not sign up for a Signal account or use any Signal services.

PAYMENT AND FEES

  1. Payment by Credit Card. You hereby authorize Signal to charge your credit card as set forth in the Payment Method section of the Registration Form to pay for the one-time Service fee and all monthly Services fees to Signal at the rates set forth in the Fees Section of the Registration Form.
  2. Payment by Check. Payment of the Services fees shall be due and payable upon receipt of Signal invoice. You agree to be personally liable for all charges incurred by you during or through the use of the Service. Your liability for such charges shall continue after termination of this Agreement for any reason.

SIGNAL PRIVACY POLICY

Registration Data and certain other information about you are subject to our Privacy Policy.  For more information, please review our full privacy policy at http://www.signalhq.com/privacy-policy. You understand that through your use of the Service you consent to the collection and use (as set forth in the Privacy Policy) of this information, including the transfer of this information to the United States and/or other countries for storage, processing, and use by Signal and its affiliates.  Signal may reasonably use your name and logo for its investor relations and marketing purposes.

MEMBER ACCOUNT, PASSWORD AND SECURITY

You will receive a password and account designation upon completing the Service's registration process. You are responsible for maintaining the confidentiality of the password and account designation and are fully responsible for all activities that occur under your password or account designation. You agree to (a) immediately notify Signal of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session.  Signal cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 5.

MEMBER CONDUCT

  1. You understand that all information, data, text, software, music, sound, photographs, graphics, audio, video, messages or other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Content originated.  This means that you, and not Signal, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available via the Service.  Signal does not control the Content posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of such Content.  Under no circumstances will Signal be liable in any way for any Content, including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Service.
  2. You agree to not use the Service to:
  1. upload, post, text message, email, transmit or otherwise make available any illegal contests or gambling, unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of similar unauthorized solicitation;
  2. upload, post, text message, email, transmit or otherwise make available any adult Content or Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable, or that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements, or which violates the intellectual property rights of a third party ("Rights");
  3. impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
  4. forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service;
  5. upload, post, text message, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any mobile telephone, mobile device, computer software or hardware or telecommunications equipment;
  6. "stalk" or otherwise harass another; and/or
  7. collect or store personal data about other users in connection with the prohibited conduct and activities set forth in paragraphs (i) through (vii) above.
  1. You represent and warrant that:
  1. You acknowledge and agree that not all email messages sent through use of the Service will be received by their intended recipients.
  2. Every email message sent by you in connection with the Service must contain an "unsubscribe" link that allows the recipient to remove themselves from your mailing list.
  3. You will comply with the restrictions on content of email messages and activities using the Service as set forth or referenced in this Agreement.
  4. You acknowledge and agree that you are the sole or designated "sender" (as such term is defined in the CAN-SPAM Act of 2003 and any rules adopted under such act) of any email message sent by you using the Service.
  5. You agree that the "from" line of any email message sent by you using the Service will accurately and in a non-deceptive manner identify your organization, your product or your service.
  6. You agree that the "subject" line of any email message sent by you using the Service will not contain any deceptive or misleading content regarding the overall subject matter of the email message.
  7. You agree to include in any email message sent by you using the Service your valid physical address, which may be a valid post office box meeting the registration requirements established by the United States Postal Service.
  8. In your use of the Service, you agree to represent you or your organization accurately and will not impersonate any other person, whether actual or fictitious.
  9. You will adopt and maintain the Signal’s Privacy Policy, which may be modified by Signal from time to time.
  10. You agree to not interfere with or disrupt this web site or any related Signal web sites or servers or networks connected to this web site or any related Signal web sites.
  1. You acknowledge that Signal may or may not pre-screen Content, but that Signal and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or move any Content that is available via the Service.  Without limiting the foregoing, Signal and its designees shall have the right to remove any Content that violates this Agreement or is otherwise objectionable, in Signal’s sole and absolute discretion.
  2. You acknowledge, consent and agree that Signal may access, preserve, and disclose your account information and Content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with any subpoena or other legal process; (b) enforce this Agreement; (c) respond to claims that any Content violates the rights of third-parties; (d) respond to your requests for customer service; or (e) protect the rights, property, or personal safety of Signal, its users and the public.

CONTENT SUBMITTED OR MADE AVAILABLE FOR INCLUSION ON THE SERVICE

Signal does not claim ownership of Content you submit or make available for inclusion on the Service.  However, with respect to Content you submit or make available for inclusion on publicly accessible areas of the Service, you grant to Signal the following worldwide, royalty-free and non-exclusive license to use, distribute, reproduce, modify, adapt, publicly perform and publicly display such Content on the Service and elsewhere for the purpose for which such Content was submitted or made available and also for the purpose of providing and promoting the Service to which such Content was submitted or made available.

INDEMNITY

You hereby agree to defend, indemnify and hold harmless Signal and its business partners, third-party suppliers and providers, licensors, officers, directors, employees, distributors and agents against any damages, losses, liabilities, settlements, and expenses (including without limitation costs and reasonable attorneys' fees) in connection with any claim or action that (i) arises from any alleged breach of this Agreement, (ii) arises from the content or effects of any messages you distribute or events you host using the Service or (iii) otherwise arises from or relates to your use of the Service.  In addition, you acknowledge and agree that Signal has the right to seek damages when you use the Service for unlawful purposes, in an unlawful manner, and/or in a manner inconsistent with the terms of this Agreement, and that such damages may include, without limitation, direct, indirect, special, incidental, cover, reliance and/or consequential damages.  In addition, In the event that Signal is required to respond to a third party or law enforcement subpoena that is related to your use of the Service, Signal may in its sole discretion require you to reimburse Signal for its reasonable expenses associated with complying with such subpoena.

GENERAL PRACTICES REGARDING USE AND STORAGE

You acknowledge that Signal may establish general practices and limits concerning use of the Service but that Signal has no responsibility or liability for the deletion or failure to store any messages and other communications or other Content maintained or transmitted by the Service.

MODIFICATIONS TO SERVICE

Signal reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Signal shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

TERMINATION

You agree that Signal may, under certain circumstances and without prior notice, immediately terminate your Signal account, any associated text message address and/or email address, and access to the Service.  Cause for such termination shall include, but not be limited to, (a) breaches or violations of this Agreement or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by you (self-initiated account deletions), (d) discontinuance or material modification to the Service (or any part thereof), (e) unexpected technical or security issues or problems, (g) your engagement in fraudulent, illegal or improper activities, (h) third party operator requirement, and/or (i) nonpayment of any fees owed by you in connection with the Services.  You may terminate your access and use of the Service upon prior written notice to Signal.  In no event shall you be entitled to a refund of any fees paid to Signal hereunder.

SIGNAL'S PROPRIETARY RIGHTS

Title, ownership rights and all intellectual property rights in and to the Services shall remain the sole and exclusive property of Signal.  Signal retains all rights not expressly granted to you in this Agreement.  You are prohibited from attempting, or knowingly permitting or encouraging others to attempt, to reverse engineer, decompile, disassemble, or otherwise attempt to determine source code or protocols from the Services except and only to the extent permissible by applicable law despite such prohibition.  You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purpose, any portion of the Service (including your Signal I.D., account, account designation, password and other Signal information), use of the Service, or access to the Service.

DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

  1. YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. SIGNAL EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
  2. SIGNAL MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, (V) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED (VI) THAT THE INTERNET WILL BE AVAILABLE AND WILL PERFORM.
  3. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SIGNAL OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS.

LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT SIGNAL SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF Signal HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (a) THE USE OR THE INABILITY TO USE THE SERVICE; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; OR (c) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT.

EXCLUSIONS AND LIMITATIONS

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 18 AND 19 MAY NOT APPLY TO YOU.

NOTICE

Signal may provide you with notices, including those regarding changes to the Agreement, by either text message, e-mail, regular mail, or postings on the Service.

TRADEMARK INFORMATION

The trademarks, service marks, logos and product and service names of Signal are trademarks of Message Mediums, LLC (the "Signal Marks").  You agree not to display or use in any manner, the Signal Marks without Signal' express prior written consent.

NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT OR INTELLECTUAL PROPERTY INFRINGEMENT

Signal respects the intellectual property of others, and we ask our users to do the same. Signal may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of users who may be repeat infringers.  If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide the following information to Signal' Copyright Agent:

  1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
  2. a description of the copyrighted work or other intellectual property that you claim has been infringed;
  3. a description of where the material that you claim is infringing is located on the site;
  4. your address, telephone number, and email address;
  5. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
  6. a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

Signal's Agent for Notice of claims of copyright or other intellectual property infringement can be reached as follows:  Daniel A. Pepper, Esq., Pepper Law Group, LLC, 72 West End Avenue, Somerville, New Jersey 008876. By email: info@informationlaw.com.

GENERAL INFORMATION

Choice of Law and Forum.  This Agreement and the relationship between you and Signal shall be governed by the laws of the State of Illinois without regard to its conflict of law provisions. You and Signal agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Cook, Illinois.

Waiver and Severability of Terms. The failure of Signal to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect.

Non-Transferability. You agree that your Signal account is non-transferable, and this Agreement may not be assigned by you without Signal's prior written consent.

Entire Agreement. This Agreement constitutes the entire agreement between you and Signal and governs your use of the Service, superseding any prior agreements between you and Signal with respect to the Service. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other services from Signal.

 

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