Please read this Terms of Service (ToS) carefully before using our software as a service (SaaS) product. This agreement sets forth the terms and conditions governing your use of our software.
1. Acceptance of Terms: By accessing or using our software, you agree to be bound by the terms and conditions of this ToS. If you do not agree with these terms, you should not use the software.
2. License Grant: We grant you a limited, non-exclusive, non-transferable license to use our software, solely for internal business purposes, subject to the terms and conditions of this ToS. This license does not grant you the right to sub-licence, distribute, sell, or modify the software.
3. Permitted Use: There are limitations on copying, or distributing the software, including commercial and non-commercial use. The user may not unlawfully provide access to other users outside this ToS.
4. Intellectual property: Our software, including but not limited to its features, functionality, and design, is protected by intellectual property laws and treaties. We retain all rights, title and interest in and to the software, including any modifications or derivative works.
6. Limitations and Restrictions: Users are prohibited from reverse engineering, modifying, or decompiling the software or transferring or sublicensing the software.
7. Annual Price Increase: The license costs will increase 5%per year to cover the costs of new development, upgrades, functionality and increasing overall costs for all existing clients on February 1st, of each new year.
8. User Responsibilities: You are solely responsible for your use of the software. You agree to the following:
a. Use of the software for any unlawful purpose or in violation of any applicable laws or regulations whether local, state or federal.
b. The end user is responsible to determine if the software is a viable solution for you and your company.
c. Interfere with or disrupt the integrity or performance of the software.
d. Attempt to gain unauthorized access to the software, or networks.
e. Reverse engineer, decompile, or disassemble the software, or attempt to derive its source code.
f. All users and accounts must follow their specific governing rules for SMS Opt-in based on their country of origin and the countries in which they operate at all times and specifically while communicating through the system. It is not the responsibility of the software provider to ensure full compliance with regulatory commissions or government agencies, but is the sole responsibility of the end user.
g. Use of the software must adhere to all data privacy laws. The end-user is responsible to understand and comply with all laws and regulations governing data privacy.
h. A2P Registration is required. All users must comply with the laws and regulations in all regards. The end user is responsible to know and follow all rules and regulations.
i. TCPA Compliance with Opt-in specific language and Opt-out messaging is required.
j. CANSPAM compliance with Opt-in and Opt-out compliance is required. Contacts must be obtained legally. Failure to comply may result in account cancellation.
k. Billing will be automated through ACH or credit card. If paying by credit card an additional technology fee of 3% may be applied. If timely payment is not made, the system may be restricted and access limited until payment has been made.
l. All signed MSA’s and SOW’s are separate agreements and do not supersede the ToS.
m. Any and all data placed in the system by a user, is owned by the user. We may perform anonymized analysis that may include such data and share the anonymized results per our discretion.
n. No abusive, vulgar or profane communication is acceptable, nor is it approved. We retain the right to audit such abuses and terminate agreements.
o. Cannabis. Messages related to cannabis are not allowed in the United States as federal laws prohibit its sale, even though some states have legalized it. Similarly, messages related to CBD are not permissible in the United States, as certain states prohibit its sale. Twilio defines a cannabis message as any message which relates to the marketing or sale of a cannabis product, regardless of whether or not those messages explicitly contain cannabis terms, images, or links to cannabis websites.
p. Prescription Medication. Offers for prescription medication that cannot legally be sold over-the-counter are prohibited in the United States.
q. Loan offers through texting are not allowed through our platform per the FCC guidelines.
9. Termination: We may, at our sole discretion, terminate or suspend your access to the software at any time and for any reason, including but not limited to a violation of this TOS. Upon termination, you must cease all use of the software and destroy any copies in your possession.
10. Disclaimer of Warranty: THE SOFTWARE IS PROVIDED ON AN“AS IS” BASIS, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WEDISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY, FITNESSFOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT
11. Limitation of Liability: TO THE MAXIMUM ENTENT PERMITTEDBY LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL,CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THE USE ORINABILITY TO USE THE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCHDAMAGES.
12. Updates and Upgrades: The software will be updated with bug fixes and upgrades as needed. All standard updates and upgrades are included with the annual cost of the software SaaS license which will increase annually at a rate of 5% each year. Annual increase protection for existing clients shall be a maximum of 10% per year for life.
13. Governing Law and Dispute Resolution: This TOS shall be governed by and construed in accordance with the laws of the state of Utah. Any dispute arising out of or relating to this ToS shall be resolved through binding arbitration in accordance with the rules of the Utah Academy of Mediators & Arbitrators.
By using our software, you acknowledge that you have read, understood, and agreed to be bound by this ToS. If you are entering into this agreement on behalf of a company or other legal entity, you represent that have the authority to bind such entity to these terms and conditions.