The term “Services” refers to all products and services that are used by you, ordered by you or provided to you on a trial basis, donation or free of charge. Services may include products and services that provide both (1) platform services, including access to the web-based portal or application programming interface (“Signalmash API”) and (2) where applicable, connectivity services that link the Services to the telecommunication providers’ networks.

By registering for an account or using the Services (the first date on which either occurs, the “effective date”), either through an Order Form or provided on a trial basis, you (and your organization, if applicable) agree to be legally bound by the Agreement, including any updates. Please review the agreement thoroughly. By accessing or using the website, platform services or Signalmash API, you acknowledge that you have read, understood and agree to be bound to all the Terms and Conditions. If you do not agree to these terms, please exit this page and do not access or use the Services.

We may, in our sole discretion, modify the Terms and Conditions from time to time. Such changes are effective upon posting on signalmash.com, link: “Terms and Conditions.” The revised terms will supersede prior versions. By signing up for the Service or continuing to access and use the Service, you agree to such modifications. Therefore, you should review the Terms and Conditions prior to each use of the Service. If you do not agree to the updated version of these Terms, do not continue to use the Service.

Terms of Service

The Terms of Services (“Term”) commence your acceptance of these Terms of Service and remain in effect until terminated by you or Signalmash. Either party may terminate these Terms of Service and use any or all Services for any reason with immediate effect. We may suspend your right and license to use any or all Services in its entirety for any reason or for no reason, at our discretion by providing seven (7) days advance notice. If Signalmash determines that issuing advance notice would negatively impact Signalmash’s ability to provide Services, Signalmash may suspend your right and license to use any or all Services or terminate these Terms of Service without notice. If you have entered custom agreement(s), contract(s) or order form(s) with Signalmash, then: (a) your termination rights are as per the said custom agreement(s), contract(s) or order form(s); and (b) Signalmash may terminate the custom agreement(s), contract(s) or order form(s) by providing a notice of thirty (30) days prior to the end of the then effective term.

Charges, Billing, Payment

Commencing on the Service Commencement Date, you will pay the applicable charges for each Service as specified in the applicable Service Order. You are responsible for all taxes associated with such charges, as well as any payphone, toll-free origination, SMS/MMS carrier fees, or other charges should they arise or be billed by any underlying carrier or provider (each a “Pass-Through Charge”); further, a Pass-Through Charge shall be separate from and not counted towards any minimum revenue commitment, as applicable. Monthly recurring charges (MRCs) for phone numbers, DIDs and Toll Free Numbers, will be invoiced on a monthly basis in advance and will have a minimum of ninety (90) days (not including partial proration). Non-recurring charges will be invoiced in advance and are due prior to the Service Commencement Date. You will maintain sufficient funds on deposit with Signalmash to pay any charges when incurred (unless otherwise set forth in any Service Order, the “Due Date”), and you hereby authorize Signalmash to immediately deduct from such deposit the amount of any charges when incurred by you. If funds on deposit become at any point insufficient to all charges due and owing, then you will immediately deposit an amount required to zero out such insufficiency. Signalmash reserves the right to suspend all Services in the event you have a negative balance on deposit with Signalmash.

Any billing dispute or request for a billing adjustment must be made in good faith and in writing within fifteen (15) days of the invoice date. Any such request shall include detailed documentation to establish the basis for any adjustment. You agree to pay the undisputed portion of the invoiced amount within the time frames set forth in Section 4.2 or a late payment charge equal to the lesser of 1.5% per month or the maximum amount allowable under applicable law on all outstanding past due amounts will be imposed. The Parties shall negotiate in good faith to resolve any billing dispute for a period of thirty (30) days. If the dispute is resolved in favor of Signalmash, or if Parties fail to mutually resolve the dispute within such thirty (30) days, you will pay the disputed amount previously withheld, within five (5) days following such resolution or failure to resolve, as applicable. If the dispute is resolved in your favor, then any resulting amounts due to you will be applied as a credit against a subsequent invoice. You agree to pay on demand all reasonable out-of-pocket costs of collection under the Agreement, including reasonable attorneys’ fees, whether or not any action is instituted by Signalmash in its discretion.

In the event charges due pursuant to any invoice are not paid in full by the Due Date, Signalmash has the right to suspend all or any portion of the Services to you immediately until you have paid all charges in full including any late fees or penalties.

Signalmash may, upon written notice, impose a monthly credit limit. If such Monthly Credit Limit is put into place, you may not use any Service or combination of Services if such usage will result in the recurring charges applicable to such Service(s) in any month exceeding the Monthly Credit Limit. If you are delinquent in the payment of fees as set forth herein or if Customer’s overall financial condition changes adversely (in Signalmash’s reasonable business judgment), Signalmash reserves the right to require you to provide as security a cash deposit or letter of credit in an amount determined by Signalmash in its sole discretion, and, in such event, you will provide such security within ten (10) days following Signalmash’s written request.

Signalmash has the right to offset against any obligations owed to you any obligations owed by you for the provision and/or purchase of Services regardless of whether the obligation arose under this or any other current or future agreement or tariffed offering.

Taxes

All fees are exclusive of any applicable taxes, duties, levies, or other similar exactions imposed by a legal, governmental, or regulatory authority in any applicable jurisdiction, including, without limitation, sales, use, communications, consumption, value-added, or withholding taxes (collectively, “Taxes”). You will pay all Taxes associated with these Terms, excluding any taxes based on our net income, property, or employees. If you are required by applicable law to withhold any Taxes from payments owed to Signalmash, you will reduce or eliminate such withheld Taxes upon receipt of the appropriate tax certificate or document provided by us. You will supply us with proof of payment of any withheld Taxes to the appropriate authority.

Communications Surcharges

All fees are exclusive of any applicable communications service or telecommunication provider (e.g., carrier) fees or surcharges (collectively “Communications Surcharges”). You will pay all Communications Surcharges associated with your use of the Services.

You will notify us in writing in the event you dispute any Communications Surcharges, fees, or Taxes paid or payable by you under these Terms. If you dispute any Communications Surcharges, fees, or Taxes you must act reasonably and in good faith and will cooperate diligently with us to resolve the dispute. You will provide such notice to Signalmash within sixty (60) days of the date we bill you for such Communications Surcharges, fees, or Taxes due that are in dispute and the parties will work together to resolve the dispute promptly.

Exemption

If you are exempt from paying certain Taxes or Communications Surcharges, you will provide the necessary exemption information as requested by us or a valid exemption certificate issued by the appropriate authority via e-mail to info@signalmash.com. You will be exempt on a going-forward basis once we approve your exemption request. If the appropriate authority determines, at any time, that you are not exempt from paying any Taxes or Communications Surcharges, you will promptly pay such Taxes or Communications Surcharges to us, plus any applicable interest or penalties.

Ownership

Signalmash exclusively owns and reserves all right, title, and interest in and to the Services, the Documentation, our Confidential Information (defined below), and any data, in anonymized or aggregated form that does not identify you, any end users, or any natural person, generated or derived from the use or operation of the Services, including volumes, frequencies, bounce rates, and performance results for the Services. As between the parties, you exclusively own and reserve all right, title, and interest in and to each Customer Application, your Confidential Information, and Customer Data, subject to our rights to use and disclose Customer Data in accordance with these Terms.

Use of Customer Data

You instruct us to use and disclose Customer Data as necessary to (a) provide the Services consistent with this Section including detecting, preventing, and investigating security incidents, fraud, spam, or unlawful use of the Services, and (b) respond to any technical problems or your queries and ensure the proper working of the Services. You acknowledge that the Internet and telecommunications providers’ networks are inherently insecure. Accordingly, you agree that Signalmash is not liable for any changes to, interception of, or loss of Customer Data while in transit via the Internet or a telecommunications provider’s network.

Confidentiality

“Confidential Information” means any information or data, regardless of whether it is in tangible form, disclosed by either party (“Disclosing Party”) to the other party (“Receiving Party”) that is regarded as confidential or proprietary or that should otherwise be reasonably understood to be confidential given the nature of the information and the circumstances surrounding disclosure, including, without limitation, any Order Form(s), Customer Data, Documentation, audit reports, customer lists, security reports and attestations, pricing, phone numbers, plans, concepts, processes, designs and other strategies, “know how,” trade secrets, developments, affairs, personnel, financial, and other business information, technical documentation and materials of Disclosing Party and its Affiliates. 

Each party undertakes that it will not use, copy or record the Confidential Information other than in exercising its rights and/or performing its obligations under the Terms of Service and will not divulge it to any person or organization other than permitted in writing. Each party shall keep confidential the Confidential Information, by adopting no less a level of protection which it applies to its own confidential information of a similar character but in no case less than a reasonable level of protection. 

Confidential Information does not include any information which: (a) is publicly available through no fault of the receiving party; (b) was properly known to the receiving party, without restriction, prior to disclosure by the disclosing party; (c) was properly disclosed to the receiving party, without restriction, by another person without violation of the disclosing party’s rights; or (d) is independently developed by the receiving party without the use of or reference to the Confidential Information of the disclosing party. The receiving party agrees and acknowledges that the Confidential Information is of value to the disclosing party and that monetary damages alone may not be an adequate remedy for disclosure or use of it in breach of the terms of this clause and that injunctive or other equitable relief may be appropriate in addition to said monetary damages. The obligations under this clause will subsist for the term of the Terms of Service and shall continue for a period of three (3) years after termination of the Terms of Service.

Notwithstanding the generality of the preceding paragraph, you may be given access to Signalmash’s Confidential Information through the App or Website or through the use of the Services. You may not disclose Signalmash’s Confidential Information to any third party without the written consent. You must protect Signalmash’s Confidential Information with the same degree of care that is accorded to your confidential information, but in no event less than reasonable care. You may have entered into separate nondisclosure agreements, pricing agreement(s) or order form(s) with Signalmash’s governing specific disclosures. To the extent the terms governing a specific disclosure are more restrictive than the terms in the above, the more restrictive terms will control for the specific disclosure.

Limitation of Liability

IN NO EVENT WILL THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU UNDER THESE TERMS FOR THE SERVICES GIVING RISE TO THE LIABILITY DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.

Updates

At sole discretion, Signalmash may change or modify the features, protocols and functionalities of its portal, API, network, any interconnection point or any portion of any Service or modify or replace any hardware or software in its network or in equipment used to deliver any Service.

Signalmash reserves the right to modify its network, system configurations or routing configurations.

Use of Marks

You grant us the right to use your name, logo, and a description of your use case to refer to you on our website, earnings releases, or marketing and promotional materials, subject to your standard trademark usage guidelines that you provide to us.

Telephony Services

All calls to the U.S. and Canada are billed in sixty-second increments with a sixty-second minimum. When there is access to DID and toll-free telephone numbers, Signalmash will make them available to you. A “Short Duration” call is a call that is six (6) seconds or less in duration (note that durations for Short Duration traffic are subject to change or may be different based on jurisdiction). Please inform Signalmash if it intends to exchange Short Duration traffic. Short Duration traffic is subject to a surcharge of $0.01 per call, in addition to other applicable charges. In Signalmash’s sole discretion, Short Duration traffic may be moved to an alternate platform.

Messaging Services

This section applies in the event that you use, ordered by you or provided to you on a trial basis, donation or free of charge, SMS/MMS messaging services from Signalmash. You acknowledge and agree that messages to or from you or your end users, customers and/or subscribers may be blocked by carriers or other service providers for reasons known or unknown to Signalmash. Signalmash is under no obligation to investigate or remedy any such blockage for you or any of your end users, customers or subscribers. Signalmash and its vendors do not guarantee delivery of any messages, regardless of the reason. You are responsible for maintaining continuous availability to receive messages from Signalmash via IP connectivity.

The following applies only if you use Short Codes (as defined hereinafter). A “Short Code” is a 5- or 6- digit number that represents either the originating or terminating end of an SMS conversation. Short Codes are associated with one or more Campaigns (as defined hereinafter). A “Campaign” is an SMS-based one-way or two-way conversation that a user “opts in” to receive. Campaigns are assigned to one or more Short Code(s). Signalmash may, in its discretion, approve or reject any Campaign, and suspend any portion of the services pertaining to any rejected Campaign.

Toll-Free Services

This section applies in the event that you purchase toll-free traffic services (i.e., toll-free termination Services, toll-free origination Services, toll-free messaging services). Signalmash shall act as the party responsible for managing and administering the account records in the Toll-free Service Management System Database (the “Responsible Organization”). As the Responsible Organization, Signalmash’s responsibilities are limited to coordinating data entry, record modifications, trouble acceptance and troubleshooting referrals and clearances. You agree, from time to time, to take such actions as reasonably requested by Signalmash to ensure that Signalmash is in compliance with all of its governmental and industry requirements in its capacity as the Responsible Organization. As the Responsible Organization, Signalmash is limited in the number of toll-free reservations it may hold. Reservations are on a first-come, first-served basis. Signalmash will not be responsible for any toll-free reservation unavailability as a result of being at capacity. In addition to the terms set forth in the AUP, you are strictly prohibited from using toll-free Services for 911 or other emergency service communications. YOU SHALL INDEMNIFY AND HOLD HARMLESS SIGNALMASH AGAINST ANY AND ALL CLAIMS, EXPENSES, LIABILITIES, LOSSES OR OTHER DAMAGES (INCLUDING ATTORNEYS’ FEES AND EXPENSES) RESULTING FROM THE FAILURE OF YOU TO COMPLY.

Database Services

This section applies in the event that you are purchasing Location Routing Number (LRN) or another database service (i.e., a Service relying on the LERG, CNAM and/or SCP, or similar databases). You hereby represent and warrant that (a) you have signed an Number Portability Administration Center (NPAC) user agreement for acceptable use of data in all regions. (b) you access and/or use such Services solely for purposes of (i) routing, rating or billing telephone calls, or (ii) performing network maintenance in connection with the provision of telecommunications-related services.

Notwithstanding anything to the contrary in the Agreement, in the event Signalmash’s agreement with NPAC is terminated for any reason, Signalmash may terminate the Services by giving you written notice of such termination. You acknowledge and agree that you do not have any right, title, or interest to any data contained within any database associated with the Services.

E911 Services

This Section applies in the event that you are purchasing E911 Services. You will only use E911 Services for Approved Uses (as defined hereinafter). “Approved Uses” means the provision of E911 Services to (i) end users who principally utilize such services at such end user’s residence and occasionally at other locations, whether due to an end user’s use of mobile devices in connection with such services or otherwise; (ii) end users that are enterprises who use either an on-site or hosted private branch exchange during customary business hours and should reasonably be expected to have reasonably customary 911 usage patterns due to the nature of such enterprise’s business or operations; (iii) end users that operate non-emergency call center(s) that should reasonably be expected to have only occasional use of 911 due to the nature of such call center’s business or operations (central station alarm and other similar call centers that direct calls to emergency services do not constitute “Approved Uses”); and (iv) end users that operate call center(s) that support the deaf and/or hard of hearing community, which are more commonly known as “relay services.” For clarity with respect to clause (ii), enterprises that (X) use either an on-site or hosted private branch exchange but operate outside customary business hours, including, without limitation, assisted living facilities, nursing homes and other similar facilities, and to which clauses (iii) and/or (iv) above do not apply; or (Y) should not reasonably be expected to have reasonably customary 911 usage patterns due to the nature of such enterprise’s business or operations do not constitute “Approved Uses”.

Signalmash will provide the Public Safety Answering Points (PSAP) only such name, address and telephone number information as you will provide to Signalmash, and Signalmash will only pass to the PSAP such information, including ALI and/or ANI data, as your facilities, network or station equipment will make properly available to Signalmash’s network and equipment for transmission to the PSAP.

Please note, you must instruct end users not to block their telephone number on their handsets when calling 911. You will maintain a National Emergency Number Association (NENA) Company ID and remain in good standing with NENA standards, including, but not limited to the requirement that you will have live technical assistance available on a 24 hour, 7 day a week basis, to permit any PSAP to contact you for information that may assist with call trace, hostage situations, investigation of prank calls, etc. For each telephone or direct-inward-dial (DID) number for which you desire Services, you must provide Signalmash with a correct and valid emergency response address for that number. The address information provided must include sufficient information to enable emergency responders to locate the calling party and must comply with any multiline telephone system requirements applicable to you. For example, if applicable pursuant to any multiline telephone system requirements, if the subscriber or end user’s location is a multi-story building, you must provide floor and suite number to the street address. You are solely responsible for updating this information whenever necessary to reflect changes. You will provide automatic number identification (ANI) with every subscriber and/or end user call presented to Signalmash for processing. Signalmash will have no obligation to provide Services with respect to any subscriber or end user call that does not include ANI and will not be liable for any claims arising from any efforts undertaken by Signalmash to provide Services under such circumstances.

Termination

Signalmash may terminate the Agreement, any Service, or both, immediately if you (a) fail to make any payment due under the Agreement, (b) fail to provide security or additional security within the timeframe, or (c) fail to promptly cure any fraudulent activity.

Either party may terminate these Terms and close all of your accounts for any reason upon thirty (30) days written notice to the other party. Notwithstanding the preceding sentence, if there is an Order Form(s) in effect, then these Terms will not terminate until such Order Form(s) has expired or been terminated in accordance with its terms.

Either Party may terminate the Agreement, any Service Order, or both, immediately on notice, if the other (a) commits a material breach of the Agreement, which is capable of remedy, and fails to remedy the breach within the Remedy Period (as defined hereinafter), or (b) commits a material breach of the Agreement which cannot be remedied. Any termination of the Agreement or Service Order shall take effect upon delivery of written notice to the breaching party that it failed to cure such nonperformance or breach. The “Remedy Period” means, in the case of Customer, ten (10) days, and in the case of Signalmash, ninety (90) days.

You acknowledge that in the event of expiration or termination of the Agreement or any Service Order, Signalmash has no obligation to continue to provide any Services to you. You further agree that it will immediately affect an orderly and timely transition of services to another provider and/or route.

Notwithstanding such termination or suspension, you will continue to be subject to the “Intellectual Property,” “Content”, “Fees,” “Disclaimers and Limitations of Liability,” “Representations and Warranties,” “Indemnification,” and “Applicable Law and Jurisdiction” of these Terms of Service.  Additionally, termination will not relieve Customer of any obligation to maintain and hold any numbering resources for a period of at least ninety (90) days from the date of subscription.

From time to time, Signalmash may, but is not obliged, grant to you certain promotional, usage or other credits. If you do not use such credits within six (6) months after such credits have been granted, Signalmash reserves the right to withdraw such credits without any liability.

Material Breach

At sole discretion, Signalmash may terminate these Terms and close all of your accounts in the event you commit any material breach of these Terms and fail to remedy such material breach within fifteen (15) days after we provide written notice of such breach to you. You may also terminate these Terms in the event we commit a material breach of these Terms and fail to remedy such material breach within fifteen (15) days after providing written notice of such material breach to us.

Insolvency

Subject to applicable law, either party may terminate these Terms immediately and close all of your accounts by providing written notice in the event of the other party’s liquidation, commencement of dissolution proceedings, or any other proceeding relating to a receivership, failure to continue business, assignment for the benefit of creditors, or becoming the subject of bankruptcy.

Force Majeure

Neither party shall be liable for any delay or deficiency in the performance of any part of the Agreement to the extent such delay or failure is caused by: fire, flood, earthquake or other natural disasters; war; acts of terrorism, strike, embargo, lockout or other labour dispute; civil or military disturbance, acts or orders of statutory, military or other governmental authority, inability to secure materials or transportation facilities, act or omission of carriers or suppliers (other than the parties themselves), computer viruses or worms, ‘denial of service’ attacks, DNS spoofing attacks and/or other hacking attacks of a similar nature or any other causes beyond its reasonable control, whether or not similar to the foregoing. A Party impacted by a force majeure event shall promptly notify the other party and use reasonable commercial efforts to mitigate the impact of the force majeure event and resume the performance of those obligations impacted as soon as reasonably practicable. No force majeure event shall excuse you from your obligation to make any payments owed to Signalmash for Services delivered before the force majeure event or that accrue due to your continued use of the Services after the occurrence of a force majeure event.

Government Terms

We provide the Services, including any related software and technology, for ultimate federal government end use solely in accordance with these Terms. If you or your organization are an agency, department, or other entity of any government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Services, or any related documentation of any kind, including technical data, software, and manuals, is restricted by these Terms. All other use is prohibited and no rights other than those provided in these Terms of Service are conferred. The Services were developed at private expense.

Dispute Resolution

Please contact our Customer Service Department at hello@signalmash.com if you have a dispute to address with Signalmash or if you have any questions about this Terms of Service. Most disputes can be resolved by our support team. If a dispute, claim or controversy related to these Terms or the Services (collectively, “disputes”) cannot be resolved, each party’s senior representatives will proceed in good faith negotiations with the other party’s senior representatives to amicably resolve a dispute.

Any billing dispute or request for a billing adjustment by you must be made in good faith and in writing within fifteen (15) days of the invoice date. Any such request shall include detailed documentation to establish the basis for any adjustment. You agree to pay the undisputed portion of the invoiced amount within the allocated time frames or receive an interest of 1.5% per month or the maximum amount allowable by applicable law, whichever is higher, as the late payment fee. The Parties shall negotiate in good faith to resolve any billing dispute for a period of thirty (30) days. If the dispute is resolved in favor of Signalmash, or if Parties fail to mutually resolve the dispute within such thirty (30) days, you pay the disputed amount previously withheld within five (5) days following such resolution or failure to resolve, as applicable. If the dispute is resolved in your favor, then any resulting amounts due to you will be applied as a credit against a subsequent invoice. You agree to pay on demand all reasonable out-of-pocket costs of collection under the Agreement, including reasonable attorneys’ fees, whether or not any action is instituted by Signalmash in its discretion.

In the event charges due pursuant to any invoice are not paid in full by the Due Date, Signalmash reserves the right to suspend all or any portion of your Services immediately until such time that you pay in full all charges, including any late fees or penalties. For avoidance of doubt, Signalmash may make backdated claims in a separate invoice for outstanding fees amounts, any penalties or charges, fines from a previous billing period which were not previously invoiced.

Contact us if you have any questions about this Terms of Service.