Who These Terms Apply To
These terms apply to you if you are using services provided by Signal Engage (the "Signal Engage Service")
- under an agreement between you and Signal Engage LLC and that agreement specifically references these terms or
- via an online sign-up on our website
In these terms, we will refer to the agreement between you and us, including any terms included in the online sign-up you completed, simply as "our agreement."
By executing an agreement or completing our online sign-up, you are agreeing to these terms, so please read them carefully. We update these terms from time to time, at our discretion, to reflect changes in our service, changes in the law, etc. The last time we updated these terms was July 30, 2014. Updates to these terms after the effective date of our agreement will NOT apply to you except: if an update has to do specifically with a new feature or functionality of the Signal Engage Service, and you opt to use that new feature or functionality, then that update will apply to you. Before you use any new feature or functionality of the Signal Engage Service, you should review these terms and familiarize yourself with any provisions applicable to that new feature or functionality.
1. Special Considerations for Clients that Signed Up for a Free Trial
If you sign up for a free trial with Signal Engage, you'll be able to access and use the Signal Engage Service free of charge, subject to certain limitations.
If you want to keep using the Signal Engage Service after the free trial, you'll need to:
- execute a commercial services agreement with us or
- sign up online for the Standard Plan at https://app.signalhq.com/signup/plan/72, the Pro Plan at https://app.signalhq.com/signup/plan/73, or the Growth Plan at https://app.signalhq.com/signup/plan/74.
If you want to execute a commercial services agreement with us, we can work out the details during the free trial. You should know that if you let your access to the Signal Engage Service lapse, the data you entered, selections you made, customizations you made, etc. to the Signal Engage Service during the free trial will be lost forever.
You'll see that there are representations, warranties, and indemnities in these terms. Please note that those don't apply to you during your free trial. During the free trial, we provide the Signal Engage Service to you "as is" without warranty or indemnification.
2. Access to and Use of the Signal Engage Service
2.1 Availability of and Support for the Signal Engage Service
We will make the Signal Engage Service available for you to access and use in accordance with the service levels set forth at signalengage.com/csa/sla. We will also provide you with reasonable telephone and email technical support during our normal business hours.
2.2 Accounts and Designated Users
You may create only one Signal Engage Service account. Don't worry, you will be able to create multiple campaigns and manage multiple lists through a single account.
You must set up a separate user login for each individual who will access and use your Signal Engage Service account. You are fully responsible for all selections made, or other directions given to us, via the Signal Engage Service by individuals using your user logins to access the Signal Engage Service. You must notify us immediately of any unauthorized use of your user logins.
You are solely responsible and liable for any information provided, inputted or uploaded to the Signal Engage Service by any of your customers, by you, or by us on your behalf (collectively, "Content"). There are some important restrictions on Content in our Acceptable Use Policy. You should review that policy often.
Under no circumstances, other than the gross negligence or willful misconduct by us, will we or any of our affiliates, members, managers, employees, or agents be responsible for any loss, damage or liability arising out of Content, including any mistakes contained in Content or the use or transmission of Content.
2.4 Common Short Code Registration
If you will be using a common 5 or 6 digit phone number to address SMS messages from mobile phones (a "Short Code") not dedicated to you, and we have agreed to register that Short Code on your behalf, we will register and provision the Short Code with the Common Short Code Authority ("CSCA"). Any fees set forth in our agreement for registration and provision of the Short Code must be received before we will activate the applicable program. You may only send messages from the common Short Codes obtained by you, or by us on your behalf, from CSCA.
2.5 Dedicated Short Code
If you will be using a Short Code dedicated to you:
- you will need to provide us with an accurate and complete program form (unless we have agreed to manage this process for you in our agreement)
- you will need to adhere to the information supplied in the program form
- if you change the nature or structure of your program, you will need to immediately provide us with an updated program form
- we may modify any program form if necessary, in our reasonable discretion, to more accurately describe the program
- we will not activate any Short Code until we have reviewed and approved the program and have received all necessary approvals from the wireless network operator or aggregation partner delivering or processing your transactions (each an "Operator") regarding message content, transmission of messages, etc. (it being understood that approvals by Operators are subject to change, which may require modification or termination of a program)
- if a program is not approved by some or all Operators, you may cancel the program by providing us with written notice within 30 days after receipt by you of notice that the program has not been approved by some or all Operators
- if you cancel a program for non-approval by some or all Operators, we will refund to you the set-up fee, less any out-of-pocket expenses incurred by us in connection with the set-up (e.g., set-up fees paid to specific Operators
3. Your Obligations
3.1 Compliance with Policies, Industry Guidelines, and Applicable Law
You agree to comply with all Policies, Industry Guidelines, and Applicable Law, including by:
- not sending messages to any person who has not expressly consented (as required by Industry Guidelines and Applicable Law) to receiving messages
- not submitting to us User Data for any person who has not affirmatively and expressly consented (as required by Industry Guidelines and Applicable Law) to receiving messages
- regularly reviewing any messages received in your account through the Signal Engage Service to determine if a message recipient has attempted to withdraw consent, unsubscribe, or opt-out, and notifying us within seven business days of any opt-out, unsubscribe request, or any other withdrawal of user consent to receive messages.
"Policies" means our policies, including our Acceptable Use Policy, as well as any policies of any Operator regarding message content, transmission of messages, etc.
"Industry Guidelines" means all applicable industry guidelines, including, without limitation, the then-current version of the Mobile Marketing Association's Consumer Best Practices Guidelines and any self-regulatory guidelines applicable to the content or distribution of a message.
"Applicable Law" means applicable laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities including, without limitation, the Telephone Consumer Protection Act of 1991, the Telemarketing and Consumer Fraud and Abuse Prevention Act, the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003, the Children's Online Privacy Protection Act, along with regulations issued pursuant to any such acts, and any regulation of the United States Securities and Exchange Commission or any stock exchange.
"User Data" means the personally identifiable information and non-personally identifiable information from or about recipients of messages, including, without limitation, mobile phone numbers, social media identifiers and email addresses, that you provide to us or that the recipient provides to is on your behalf when signing up to receive messages from you.
You agree that:
- the systems, software, or hardware you use to interact with the Signal Engage Service will not contain any computer code that will disrupt, disable, harm, or otherwise impede the operation of the Signal Engage Service (including, without limitation, any software, hardware, firmware, computer system, or network involved in the operation of the Signal Engage Service)
- you will keep all User Data and other information pertaining to message recipients secure
- you will maintain appropriate processes to identify and correct any weakness at the network services, operating system, application, or physical level that could allow any actual or attempted unauthorized use, violation, compromise, or breach of security (electronic or physical) that impacts any of your servers, databases, logs, or other materials generated from or used in conjunction with the Signal Engage Service ("Your Infrastructure"), whether the incident originates within Your Infrastructure or externally (each a "Security Incident") to occur.
- you will promptly notify us if you become aware of any actual or alleged Security Incident and will immediately use continuous efforts to address and correct any Security Incident
- you will to assist us in the investigation of any Security Incident and take action that is reasonably necessary to prevent the continuation or recurrence of any Security Incident (it being understood that we may perform an independent audit to ensure that all necessary remedial actions have been performed to correct any Security Incident)
- upon reasonable notice, or immediately during any at risk situation, you will permit Signal, or an independent third party retained by Signal, reasonable access, during normal business hours, to Your Infrastructure for the purpose of conducting a vulnerability assessment and confirming compliance with these terms.
3.3 No Third Party Services
If you create Content on or through the Signal Engage Service, you will transmit that Content only through the Signal Engage Service. You will not use a third party to transmit Content created on or through the Signal Engage Service. Likewise, you will (a) use the Signal Engage Service to enable message recipients to withdraw consent, unsubscribe, or opt-out of receiving messages from you or (b) manually remove message recipients from your lists after receipt of a request to withdraw consent, unsubscribe, or opt-out. You will not use a third party to unsubscribe or opt-out message recipients.
4. Allegations of Non-Compliance and Compliance Audits
We may take any action we deem necessary to maintain the integrity of the Signal Engage Service and the Content transmitted through the Signal Engage Service, and to ensure compliance with Policies, Industry Guidelines, and Applicable Law. If there is any allegation of a violation by you of any Policy, Industry Guideline, or Applicable Law, we (or any Operator involved) will investigate that allegation. If we (or the Operator) determine that a violation has occurred, (a) you will immediately correct the violation, including by terminating the applicable customer's access, if required, and (b) we may terminate your access and/or your customer's access to the Signal Engage Service and de-provision Short Codes or programs without notice and without liability.
In addition, we may periodically and without notice audit and review your use of the Signal Engage Service for compliance with the terms of our agreement, these terms, the Policies, Industry Guidelines, and Applicable Law. Each audit may include pre-screening or post-hoc review of Content, your use of the Signal Engage Service, and your website. You agree to cooperate and assist us with any audit as reasonably requested, including by providing us with any documentation or other substantiation reasonably requested.
5. Fees and Payment
You will not be charged any fee during your free trial. Once you complete an online sign-up or execute a commercial services or other agreement for broader access to the Signal Engage Service, you will be charged the fees you agreed to online or in our agreement.
5.2 Late Payments
If you fail to pay undisputed fees when due, we may charge you a late fee at the rate of 1.5% per month (or if lower, the maximum rate allowed by law). If you don't pay undisputed fees within 15 business days after the payment due date, after reasonable notice to you, we may suspend your access to the Signal Engage Service until you pay all overdue amounts.
You will pay all federal, state, local, foreign or other taxes, duties, tariffs or other charges, however designated, arising from the transactions contemplated by our agreement and these terms, except for taxes based on our income, which we will pay. If we have a legal obligation to pay or collect taxes for which you are responsible, we will invoice you for the appropriate amount.
Once you sign up online (other than for a free trial) or execute an agreement with us, you grant to us the right to include your name and logo on our client lists and on our website. We will comply with any guidelines for use of your name and logo you give us in writing.
7. Intellectual Property Rights
7.1 Ownership of the Signal Engage Service
We own all right, title and interest, including without limitation all trade secrets, patents and patent applications, trademarks, service marks, trade names, copyrights and all other intellectual property and proprietary rights, whether registered or unregistered (collectively, "Intellectual Property Rights"), in and to the Signal Engage Service and any software or technology incorporated in or made available through the Signal Engage Service or delivered by us to you (collectively, the "Technology").
7.2 License to Use the Signal Engage Service
We grant to you a worldwide, limited, non-assignable (except as set forth in these terms), non-exclusive, non-sublicense-able license to (a) access the Technology and provide your customers with access to the Technology solely as part of a program, (b) input Content into the Technology and upload and download Content available through the Technology, and (c) allow your customers to access and use the functions of the Technology available to send messages as part of a program. We reserve all rights not expressly granted to you under these terms.
7.3 Limitations on Use of the Signal Engage Service
You will not, and will not allow a third party to:
- let the Technology be accessed, demonstrated, viewed, made available to, or used by any unauthorized third party
- reverse engineer, decompile ,or disassemble, or otherwise attempt to discover the source code of the Technology
- reproduce or modify the Technology
- modify, alter, or delete any of the copyright, trademark, or other proprietary notices displayed on, embedded in, or affixed to the Technology
- use any device, software or routine to interfere with the proper working of the Technology
- use any automated means, including, without limitation, agents, robots, scripts or spiders, to access, monitor, or copy the Technology
- disclose the results of any performance or security testing of the Technology to any third party or
- use the Technology in any manner other than as permitted by these terms.
7.4 Ownership of User Data
As between us and you, you own all right, title, and interest, including without limitation all Intellectual Property Rights, in and to the User Data you collect via the Signal Engage Service. You grant to us a worldwide, limited, non-assignable (except as set forth in these terms), non-exclusive, non-sublicense-able license to store, use, and transfer the User Data to provide the Signal Engage Service, and to use User Data that is not personally identifiable or that has been rendered non-personally identifiable for our business purposes.
8. Confidential Information
8.1 Definition of Confidential Information
"Confidential Information" includes any information that is disclosed by one of us to the other that is identified as confidential at the time of disclosure or that the receiving party should, in the exercise of reasonable judgment, know is confidential to the disclosing party.
8.2 Obligations with Respect to Confidential Information
Each of us agrees: (a) to protect and safeguard the other's Confidential Information against unauthorized use, publication or disclosure with the same degree of care that it uses to protect the confidentiality of its own Confidential Information and, in any event, not less than reasonable care; (b) to restrict access to the other's Confidential Information to those of its officers, directors, employees, agents, attorneys, accountants, investment advisors, and contractors who have confidentiality obligations that afford the Confidential Information a substantially similar level of protection as is afforded by these terms; and (c) not to use, or permit others to use, the other's Confidential Information except as is reasonably necessary to perform its obligations or exercise its rights under our agreement and these terms. Each of us will return or destroy all Confidential Information of the other upon the termination of our agreement or upon the request of the other.
8.3 Limitations on Obligations with Respect to Confidential Information
Of course, none of that applies to information that: (a) is already known to the receiving party without restriction on use or disclosure at the time of communication to the receiving party; (b) is or becomes publicly known through no wrongful act or inaction of the receiving party; (c) has been rightfully received from a third party authorized to make such communication, without restriction on use or disclosure; or (d) has been independently developed by the receiving party without use of the Confidential Information of the other party. Notwithstanding any other provision of these terms, each of us may disclose Confidential Information of the other if such disclosure is required by an order of a court or other governmental authority, law or regulation, but only to the extent that any such disclosure is necessary and after notice to the other if practicable. In such case, the party required to make the disclosure will, at the other party's expense, assist the other party in obtaining an order protecting the Confidential Information from public disclosure, or in otherwise minimizing and limiting the breadth and scope of such disclosure.
8.4 Equitable Remedies
Each of us understands and acknowledges that any disclosure or misappropriation of any of the other's Confidential Information in violation of these terms may cause irreparable harm, the amount of which may be difficult to ascertain and, therefore, agrees that the disclosing party will have the right to apply to a court of competent jurisdiction for an order restraining any such further disclosure or misappropriation and for such other relief as the disclosing party deems appropriate. Such right of the disclosing party will be in addition to the remedies otherwise available to the disclosing party at law or in equity.
9. Expiration and Termination of Our Agreement
9.1 Expiration of Free Trial
When your free trial ends, unless you have signed up online or executed a commercial services or other agreement for continued use of the Signal Engage Service, you must immediately cease use of the Signal Engage Service. If you sign up online or execute a commercial services or other agreement for continued use of the Signal Engage Service, your access to the Signal Engage Service will be uninterrupted and continue for the term of our agreement.
9.2 Termination of Our Agreement
Each of us can terminate our agreement under these circumstances:
- if the other party breaches any material provision of our agreement or these terms and fails to cure the breach within 10 business days after receipt of written notice of the breach, or
- if the other party (i) becomes insolvent, (ii) makes an assignment for the benefit of creditors, (iii) files or has filed against it a petition in bankruptcy or seeking reorganization, (iv) has a receiver appointed, or (v) institutes any proceedings for the liquidation or winding up; provided, however, that, if any of the foregoing is involuntary, the party will only be in breach if the petition or proceeding has not been dismissed within 90 days.
9.3 Effect of Expiration or Termination
When the term of our agreement expires, (a) we'll send you an invoice for all outstanding undisputed fees and terminate your access to the Signal Engage Service (this means you will no longer have access to your User Data) and (b) you'll pay all outstanding undisputed fees. Certain provisions in these terms will continue to apply though. Namely, the provisions regarding Confidential Information, payment of fees (at least so long as there are outstanding fees), ownership of intellectual property, indemnification obligations, and any other terms that would seem to a reasonable person to be intended to survive.
10. Representations and Warranties
10.1 Specific Representations and Warranties from Us
We represent and warrant to you* that:
- the Technology as provided to you does not include any content or functionality or any programming devices (e.g., viruses, key locks, etc.) that would permit us or any third party to access Your Infrastructure without your authorization
- we will provide commercially reasonable levels of security for all our services and networks and
- except in cases where federal or state laws or judicial or administrative orders have prohibited the release of information connected to a security breach of protected information, we will comply with applicable legally mandated data theft and breach notification requirements, and notify you of any actual or suspected security breach of the Signal Engage Service within twenty-four hours after the discovery of that breach or potential breach.
* IF YOU ARE TRYING THE SIGNAL ENGAGE SERVICE FOR FREE, WE MAKE NO REPRESENTATIONS OR WARRANTIES TO YOU AND WE PROVIDE THE SIGNAL ENGAGE SERVICE TO YOU "AS IS."
10.2 Limitation on Representations and Warranties
EXCEPT AS EXPRESSLY STATED IN THESE TERMS, NEITHER OF MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, AND EACH OF US SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Without limiting the generality of that statement, WE SPECIFICALLY DO NOT WARRANT THAT THE TECHNOLOGY WILL (A) BE UNINTERRUPTED; (B) BE FREE FROM INACCURACIES, ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS; (C) MEET YOUR NEEDS; OR (D) OPERATE IN THE CONFIGURATION OR WITH THE HARDWARE OR SOFTWARE YOU USE. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, YOUR USE OF THE TECHNOLOGY IS SOLELY AT YOUR OWN RISK.
11. Limitations on Liability
11.1 Exclusion of Indirect Damages and Certain Clarifications
NEITHER PARTY WILL BE LIABLE FOR ANY LOST PROFITS, LOST DATA, OR LOSS OF GOODWILL, OR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED BY OUR AGREEMENT AND THESE TERMS. THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, AND EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THESE TERMS, WE WILL NOT BE LIABLE FOR:
- USE OF OR ACCESS TO THE SIGNAL ENGAGE SERVICE BY YOU, ANY OF YOUR CUSTOMERS, OR ANY OF YOUR MESSAGE RECIPIENTS
- ANY MESSAGES OR OTHER CONTENT SENT THROUGH THE SIGNAL ENGAGE SERVICE
- THE FAILURE OF A MESSAGE TO REACH ANY OR ALL INTENDED RECIPIENTS
- ANY DAMAGE TO ANY HARDWARE, SOFTWARE, NETWORK, DATA OR TELECOMMUNICATIONS EQUIPMENT (INCLUDING WITHOUT LIMITATION DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE)
- ANY TECHNICAL OR OTHER MALFUNCTION.
YOU AGREE, AS BETWEEN US AND YOU, AND TO THE FULLEST EXTENT PERMISSIBLE BY LAW, THAT WITH RESPECT TO THE TELEPHONE CONSUMER PROTECTION ACT OF 1991, 47 U.S.C. § 227, AND ITS REGULATIONS, 47 C.F.R. § 64.1200, YOU, AND NOT US, INITIATES OR CAUSES TO BE INITIATED ANY "TELEPHONE CALL" THAT RESULTS IN THE DELIVERY OF A MOBILE MESSAGE TO ANY CELLULAR TELEPHONE SERVICE, WHEN SUCH MOBILE PHONE NUMBER WAS USED TO SEND A MESSAGE ON YOUR BEHALF.
YOU AGREE, AS BETWEEN US AND YOU, AND TO THE FULLEST EXTENT PERMISSIBLE BY LAW, THAT WITH RESPECT TO THE CONTROLLING THE ASSAULT OF NON-SOLICITED PORNOGRAPHY AND MARKETING ACT OF 2003 AND ANY REGULATIONS PROMULGATED THEREUNDER, YOU, AND NOT US, ARE THE "SENDER" OF ANY ELECTRONIC MAIL DELIVERED TO A MESSAGE RECIPIENT WHEN SUCH MESSAGE WAS SENT ON YOUR BEHALF.
IF YOU INCUR ANY DAMAGES, LOSSES, OR INJURIES THAT ARISE OUT OF OUR ACTS OR OMISSIONS, THE DAMAGES, LOSSES, OR INJURIES ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF ANY OUR PROPERTY, PRODUCTS, OR SERVICES AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION, OR EXPLOITATION OF ANY OF OUR PROPERTY, PRODUCTS, OR SERVICES OR ANY ACTIVITIES OR ACTIONS RELATED THERETO.
11.2 Cap on Liability
NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, IN NO EVENT WILL either party's LIABILITY UNDER OUR AGREEMENT AND THESE TERMS EXCEED THE AMOUNT OF FEES PAID BY YOU TO US IN THE SIX MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION RELATING TO THE LIABILITY AROSE.
11.3 Exclusions to the Limitations on Liability
NEITHER tHE first paragraph OF SECTION 11.2 NOR SECTION 11.3 WILL BE CONSTRUED TO LIMIT EITHER PARTY's LIABILITY FOR BREACH OF ITS OBLIGATIONS WITH RESPECT TO CONFIDENTIAL INFORMATION OR EITHER PARTY'S OBLIGATION TO INDEMNIFY THE OTHER PARTY UNDER THESE TERMS FOR DAMAGES AWARDED TO A THIRD PARTY (EVEN IF THE DAMAGES SUFFERED BY THAT THIRD PARTY ARE CHARACTERIZED AS INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL).
12.1 Indemnification by You
You will indemnify, defend, and hold us and our affiliates, and our and their employees, representatives, agents, directors, officers, managers, and shareholders (collectively, "Our Indemnified Parties") harmless from and against any damages, losses, costs, settlements, judgments, awards, fines, penalties, interest, liabilities, or expenses (including without limitation, reasonable attorneys' fees and disbursements and court costs) (collectively, "Liability") incurred in connection with any third-party claim, demand, or action (collectively, "Claim") brought against any of Our Indemnified Parties arising out of:
- your use or any of your customers' use of the Signal Engage Service other than in accordance with the terms of our agreement, these terms, the Policies, Industry Guidelines, or Applicable Law
- Content, including without limitation any claim that Content violates, misappropriates, or infringes any Intellectual Property Right
- any Security Incident
- any alleged or actual breach by you of any provision of our agreement or these terms.
12.2 Indemnification by Us
We will indemnify, defend, and hold you* and your affiliates, and your and their employees, representatives, agents, directors, officers, managers, members, and shareholders (collectively, "Your Indemnified Parties") harmless from and against any Liability incurred in connection with any Claim brought against any of Your Indemnified Parties arising out of:
- any security breach of the Signal Engage Service or
- any alleged or actual breach by us of any provision of our agreement or these terms.
* IF YOU ARE TRYING THE SIGNAL ENGAGE SERVICE FOR FREE, THIS SECTION 12.2 DOES NOT APPLY TO YOU.
12.3 Some Rules for Indemnification
If one of us becomes aware of a Claim for which it is indemnified by the other, that party will promptly notify the other party of the Claim. The party seeking indemnification may, at its own expense, retain counsel to participate in the defense and disposition of the Claim. The indemnifying party may not settle, compromise, or in any other manner dispose of any Claim without the consent of party being indemnified, and the party being indemnified will not unreasonable withhold its consent.
13.1 Advertising Agency
If you are an advertising agency acting as an agent on behalf of a customer, you agree to notify your customer of all requirements and obligations under these terms and the Policies. In addition, you agree that you and your customer will be jointly and severally liable for non-compliance with all requirements and obligations under these terms, including without limitation, all payment obligations.
13.2 Force Majeure
No failure or omission by either of us to carry out or observe any of these terms (other than any payment obligation) will give rise to any claim against the other, or be deemed a breach of these terms, if the failure or omission arises from causes beyond the other's reasonable control. By causes beyond our or your reasonable control, we mean things like earthquake, flood, fire, or other natural disasters, acts of God, acts of civil or military authority, government priorities, labor controversy, civil disturbance, terrorism, epidemics, quarantine, energy crises, war, riots, or any change in or the adoption of any law, regulation, judgment, or decree that would make the provision or use of the Signal Engage Service unfeasible or not commercially reasonable to continue.
Notices will be considered given upon the date of delivery by email or fax if receipt is confirmed electronically or in writing. You can also send notices by an overnight delivery service (confirmed by a signed receipt), by certified U.S. mail (return receipt requested), or by personal delivery (confirmed in writing by the deliverer). If you do that, notice will be considered given as of the date on which confirmation of receipt is made. If you want to send us a notice, send it to Jeff Judge, General Manager at firstname.lastname@example.org or at 440 N Wells, Suite 320, Chicago, IL 60654. If we want to send you a notice, we will send it to the name and address listed on our agreement.
13.4 Governing Law and Arbitration
The laws of the State of New York (without giving effect to its conflict of laws principles) govern all matters arising out of or relating to our agreement or these terms. The U.N. Convention on Contracts for the International Sales of Goods is hereby expressly excluded. All controversies and claims between us are to be resolved by arbitration in accordance with the then-current rules of the American Arbitration Association before a panel of three arbitrators selected in accordance with those rules. The arbitration is to be conducted in New York, NY. Each of us will submit to any court of competent jurisdiction for purposes of enforcing any award, order or judgment. Any award, order or judgment pursuant to the arbitration is final and may be entered and enforced in any court of competent jurisdiction. Each of us can also seek and obtain injunctive relief in any court of competent jurisdiction. For purposes of seeking injunctive relief, each of us irrevocably submits to the non-exclusive jurisdiction of the State and Federal courts located in New York, NY. If either of us commences any action or proceeding against the other, the prevailing party will be entitled to recover the actual costs, expenses, and attorneys' fees incurred by it in connection with the action or proceeding and in connection with enforcing any judgment or order entered in connection with the action or proceeding.
Neither of us may assign its rights or delegate its obligations under our agreement or these terms without the prior written consent of the other, except that either of us may assign its rights and delegate its obligations under our agreement and these terms to an entity into which it has merged or which has otherwise succeeded to all or substantially all of its business, stock, or assets, and which has assumed in writing or by operation of law its obligations under our agreement and these terms. Our agreement and these terms will bind and inure to the benefit of our respective successors and permitted assigns.
The Signal Engage Service may provide links to certain web sites, services, and features that are provided by third parties, including advertisers. In addition, some features of the Signal Engage Service include the ability to post on third party sites or services, which posts may be public ("Social Media Posts"). Social Media Posts may be subject to your agreement with that third party site or service or may be subject to terms of service provided by that third party site or service. If you use the Signal Engage Service for Social Media Posts, you do so at your sole and absolute discretion and risk. We do not control any of these third party sites or services or any of their content. We are not responsible for services provided by third parties, even if facilitated by the Signal Engage Service. Your use of third party services is subject to the terms and conditions established by those third parties. Your correspondence and business dealings with any third party found through the Signal Engage Service are solely between you and the third party. Descriptions of, references to, or links to products, services, or publications within the Signal Engage Service do not imply endorsement of that product, service, or publication by us.
13.7 Jurisdictional Issues
The information provided on the Signal Engage Service is not intended for distribution to or use by any person or entity in any jurisdiction or country where that distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within that jurisdiction or country. We control and operate the Signal Engage Service from offices located in the United States and makes no representations or warranties that the information, products, or services contained on the Signal Engage Service are appropriate for use or access in other locations. If you use or access the Signal Engage Service from other locations, you do so at your own initiative and are solely responsible for compliance with United States and local laws regarding online conduct and acceptable content, if and to the extent those laws are applicable.
Software related to or made available in connection with the Signal Engage Service may be subject to United States export controls. Thus, no software from the Signal Engage Service may be downloaded, exported, or re-exported: (a) into (or to a national or resident of) any country to which the United States has embargoed goods; or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading any software related to the Signal Engage Service, you represent and warrant that you are not located in, under the control of, or a national or resident of, any such country or on any such list.
13.8 Entire Agreement
These terms constitute an agreement between us, and together with our agreement, is the complete and exclusive expression of our agreement regarding our provision of and your use of the Signal Engage Service.
13.9 No Waiver
If one of us fails or delays in exercising any right or remedy under our agreement or these terms, that does not mean we or you, as the case may be, are waiving that right or remedy.
If any provision of our agreement or these terms is determined to be invalid, illegal, or unenforceable, the remaining provisions remain in full force.
13.11 Independent Contractors
We are dealing with each other as independent contractors, and nothing in our agreement or these terms should be construed as, or deemed to be, the formation of a partnership, association, joint venture, or similar entity by or between the parties.