These Terms of Service set forth the terms and conditions between Customer (as defined in the paragraph below) and Signal Technologies Inc. (“Signal,” “we,” “our,” or “us”) which govern Customer’s and its Affiliates’ license to access and use Signal’s Services. Signal and Customer may individually be referred to as a “party” and collectively “the parties.” These Terms of Service are effective as of the date that you sign up for any Service online or sign an Order Form that references these Terms of Service (the “Effective Date”).
By accepting these Terms of Service (“Terms”), either by clicking a box indicating your acceptance, executing an Order Form or other document that references these Terms, by using (or making any payment for) the Services, or by otherwise indicating your acceptance of these Terms, you: (1) agree to these Terms on behalf of the customer indicated on the Order (if applicable) or the organization, business, or other legal entity for which you act (“Customer,” “you,” or “your”); and (2) represent and warrant that you have the authority to bind Customer to these Terms. If you do not have such authority, or if you do not agree with these Terms, you must not accept these Terms and may not use the Services.
If you are accessing or using the Service on behalf of an organization, then your organization is legally and financially responsible for your access to and use of the Service as well as for the use of your Signal account by others affiliated with the organization, including any employees, agents or contractors. For the avoidance of doubt, the organization, company, or other legal entity for which you act will be considered the “Customer” under these Terms.
Definitions
“Affiliate” means, with respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with such party, whereby “control” (including, with correlative meaning, the terms “controlled by” and “under common control”) means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such entity, whether through the ownership of voting securities, by contract, or otherwise.
“Account Information” means information that you and your Users provide to Signal in connection with (1) the creation or administration of your Signal account; or (2) Signal’s maintenance of your account or the Services. For example, Account Information includes names, usernames, passwords, phone numbers, email addresses, billing information, and usage information associated with your Signal account.
“Confidential Information” means information that either party (“Discloser”) discloses to the other party (“Recipient”) under these Terms, and that is conspicuously marked, or orally, and if applicable, visually stated as confidential or would normally be considered confidential information by a reasonable party under the circumstances. “Confidential Information” does not include information that Recipient can document: (1) is independently developed by Recipient; (2) is rightfully given to Recipient by a third party without confidentiality obligations; or (3) becomes public through no fault of Recipient. Signal’s Confidential Information includes non-public information regarding features, functionality, performance, and pricing of the Services, the Documentation, and other Signal products or services.
“Documentation” means Signal-provided user documentation relating to the Services (e.g. user guides), as may be updated by Signal from time to time. Documentation does not include content published in user or community forums hosted or moderated by Signal.
“Customer Data” means all data stored by Customer or at Customer’s direction in the Services. Customer Data does not include Account Information.
“Force Majeure Event” means any circumstances beyond Signal’s reasonable control, including, but not limited to, an act of God, act of government, flood, fire, earthquake, epidemic, pandemic, civil unrest, act of terror, strike or other labor problem (other than one involving Signal’s employees), Internet service provider failure or delay, Non-Signal Services failure, or acts undertaken by third parties, including without limitation, any denial of service attack or third party domain name system event.
“Intellectual Property Rights” means all patent rights (including utility models), copyrights, moral rights, trademark and service mark rights, trade secret rights, and any other similar proprietary or intellectual property rights (registered or unregistered) throughout the world, together with all applications for any of the foregoing.
“Order Form” means any ordering documentation or online sign-up or subscription pages, regardless of form, agreed to between the parties which sets forth the Services licensed by the Customer and any relevant pricing. Multiple Order Forms may be entered into under these Terms.
“Services” means any products and services Signal offers through its websites, mobile applications, or desktop applications.
“Subscription” means licenses to the Services and Documentation, each as applicable in accordance with your Subscription Plan.
“Subscription Fees” means all fees associated with your Subscription.
“Subscription Plan” means the applicable subscription level.
“Subscription Term” means the period during which you have agreed to subscribe to a Service.
“Usage Data” means information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including information concerning Customer’s and Users’ use of the various features and functionality of the Services and analytics and statistical data derived therefrom).
“User” means any individual who is authorized to access the Services by Customer. Each User must use a unique identity to access and use the Services, and may access the Services only to the extent licensed by Customer.
General Terms and Conditions
- Services.
1.1 Subscriptions and Subscription Terms. Customer and its Affiliates may subscribe to or otherwise sign up for the Services by executing an Order Form. Unless otherwise specified, all Order Forms shall be governed by these Terms. In the event of a conflict between these Terms and an Order Form, the Order Form shall control. The Services are licensed pursuant to Subscriptions. Subscriptions will be for the Subscription Term agreed to in the applicable Order Form. Unless otherwise provided for in an Order Form, each Order Form shall automatically renew for a period equal in duration to the then expiring Subscription Term unless either Party notifies the other in writing of its intent not to renew the applicable Order Form at least thirty (30) days prior to the end of the then-current Subscription Term. For the avoidance of doubt, any Order Form that automatically renews will do so at the Subscription Fees corresponding to the Subscription Plan at the time of the automatic renewal.
1.2 Provision of the Services. The method and means of providing the Services shall be under the exclusive control, management, and supervision of Signal. Signal will use commercially reasonable efforts to make the Services available in accordance with the Service Level Terms set forth in Exhibit A. Signal may modify or update the Services from time to time in its sole discretion.
1.3 Access to the Services. Subject to Customer’s payment of all Subscription Fees and compliance with these Terms, Signal grants to Customer a worldwide, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term of the applicable Order Form to use the Services in accordance with the applicable Subscription Plan and Documentation, and solely in connection with Customer’s internal business operations. Customer may allow its Users to use the Services for this purpose, and Customer is responsible for its Users compliance with these Terms.
1.4 Support. Subject to payment of all Subscription Fees and compliance with these Terms, we will provide technical support to you via electronic mail and telephone on weekdays during the hours of 9:00 am through 5:00 pm Pacific time, with the exclusion of Federal Holidays.
1.5 Subcontractors. We may use subcontractors or other third parties to perform its obligations under this Terms. We will remain responsible for all such obligations.
1.6 Responsibility for Systems. Each party shall retain sole responsibility for such party’s information technology infrastructure, including computers, servers, software, databases, electronic systems (including database management systems) and networks, whether operated directly by such party or through the use of third-party services.
1.7 Account Information. We may collect Account Information about Users that Users (or Customer): (i) provide to Signal in connection with the creation or administration of their account; or (ii) generate in connection with their use of the Services. We will process Account Information in accordance with our Privacy Notice.
- Use of the Services.
2.1 Use Restrictions. Except as expressly permitted in these Terms, Customer will not, and will not permit or authorize third parties to: (1) license, sub-license, sell, transfer, distribute, share, rent, lease, or otherwise permit third parties to use the Services or Documentation; (2) use the Services or Documentation in a way that would violate the applicable Subscription Plan or these Terms; (3) circumvent or disable any security or other technological features of the Services; (4) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms related to the Services (except to the extent this restriction is prohibited by applicable law); (5) modify, translate, or create derivative works based on the Services or Documentation; (6) remove any proprietary notices or labels from the Services; (7) use the Services in a manner that violates or attempts to circumvent applicable law; (8) use the Services to transmit any content that is offensive, harassing, libelous, abusive, threatening, harmful, or otherwise objectionable; (9) upload or introduce to, or use the Services to distribute, any viruses or other malicious code, or to transmit large amounts of data in a way that would be expected to have a detrimental effect on the Services; (10) perform or attempt to perform any actions that would interfere with the proper working of the Services, prevent access to or use of the Services by Signal’s other customers; (11) access or use the Services to develop or sell a competing product or service; or (12) access or use the Services for purposes that are competitive with Signal.
2.2 Authorized Users; Accounts; Customer Responsibilities. Customer is responsible for all actions and inactions by its Users or by any third party that Customer or a User permits to access or use the Services, as if such action or inaction were an action or inaction of Customer. Customer is responsible for maintaining control over Customer’s account, including the confidentiality of any login credentials, and is responsible for all activities that occur on or through Customer’s account and its Users’ accounts. Customer will not, and will not permit Users to, share User account credentials, or use them in multiple locations at the same time. Each User must use a unique identity to access and use the Services, and may access the Services only to the extent purchased by Customer and in accordance with the applicable Subscription Plan. Customer will provide accurate, current and complete information required to enable its Users to access and use the Service and will maintain the accuracy of such information during the Subscription Term and for one (1) year following termination of any Order Form or these Terms. Customer acknowledges that it is solely responsible for maintaining its configurations of the Services, including its sharing and permission settings.
- Ownership of Intellectual Property; License Grant; Third-Party Materials.
3.1 Customer Data. Customer and its licensors own the Customer Data, including all Intellectual Property Rights therein. No ownership rights in the Customer Data are transferred to Signal by these Terms. Customer hereby grants Signal a worldwide, non-exclusive, irrevocable, royalty-free, fully-paid, sublicensable (to Signal’s third-party service providers) license to host, store, transfer, display, perform, reproduce, modify, create derivative works of, and distribute Customer Data in connection with its provision of the Services to Customer.
3.2 Ownership by Signal. Signal and its licensors retain all right, title, interest and ownership of the Services, Documentation, Usage Data, Signal’s websites, and all deliverables created by Signal and delivered to Customer, including all Intellectual Property Rights therein (the “Signal IP”). No ownership rights in the Signal IP are transferred to Customer by these Terms. Customer does not have any rights in or to the Signal IP except for the limited express rights granted in these Terms.
- Feedback. If Customer provides Signal feedback, comments, or suggestions concerning the Services (collectively, “Feedback”), Customer hereby assigns to Signal all right, title, and interest in and to the Feedback, and Signal is free to use the Feedback without payment, attribution, or restriction.
- Usage Data. Signal may (i) collect, analyze and otherwise process Usage Data internally for its business purposes, including for the purposes of security and analytics, to improve and enhance the Services, or for other development, diagnostic and corrective purposes in connection with the Services or other Signal products or services, and (ii) disclose Usage Data only in an aggregated and/or de-identified form in connection with its business in a manner that does not identify Customer or any of its Users.
3.3 Third-Party Materials. The Services may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services (“Third-Party Materials”). You acknowledge and agree that Signal is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Signal does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.
- Subscription Fees; Taxes.
4.1 Subscription Fees. The applicable Subscription Fees to your Subscription shall be as specified in the Order Form. Unless otherwise specified in an Order Form, the Subscription Fees applicable to any renewal Subscription Term shall be Signal’s standard Subscription Fees for the applicable Subscription Plan in effect at the time such subsequent Subscription Term commences. Subscription Fees are due and payable upon the commencement of the applicable Subscription Term. Except as otherwise provided herein, all Subscriptions are non-cancelable and Subscription Fees are nonrefundable. Customer’s use of the Services are subject to the rights and limitations in the applicable Subscription Plan. If Customer exceeds the usage permitted by its Subscription and Subscription Plan, additional charges may apply.
4.2 Invoicing and Payment.
Unless specified otherwise in an Order Form, Subscription Fees are due and payable in full within thirty (30) days of Customer’s receipt of an invoice. Where Customer elects to pay by credit card, Subscription Fees shall be due and payable in full at the time of purchase. In the case of non-payment or delinquent payment of any Subscription Fees, Signal may, at its sole discretion: (i) suspend Customer access to the Services; (ii) terminate these Terms or the applicable Order Form; or, (iii) continue to provide the Services, for a period solely determined by Signal, in anticipation of full and prompt payment by Customer. Any amount which is unpaid when due shall be subject to interest equal to the lower of 1.5% per month or the highest applicable legal rate. Signal shall be entitled to reimbursement for any costs associated with the collection of any past-due balance.
4.3 Taxes. You are responsible for paying all other taxes assessed in connection with your Subscription. Unless otherwise stated with respect to terms and conditions for a specific Subscription, all stated prices are exclusive of any taxes, fees, and duties or other amounts, however designated, and including without limitation value added and withholding taxes that are levied or based upon such charges, or upon these Terms. We will invoice you for such taxes if we believe we have a legal obligation to do so unless you present an exemption certificate acceptable to the taxing authorities. You will not be liable for taxes imposed on Signal based on Signal’s income.
- Warranties.
5.1 Mutual Warranties. Each party represents and warrants to the other that: (1) these Terms have been duly executed and delivered and constitute a binding agreement enforceable against the executing party in accordance with its terms; (2) no authorization or approval from any third party is required in connection with the execution, delivery, or performance of these Terms by the executing party; and (3) the execution, delivery, and performance of these Terms by the executing party does not violate the terms of any other agreement to which it is a party or by which it is otherwise bound.
5.2 Signal Warranties. Signal warrants that during the applicable Subscription Term:
(a) the Services will function substantially in accordance with the Documentation; and
(b) these Terms, the Order Forms and the Documentation will accurately describe the applicable administrative, physical, and technical safeguards for the protection of security, confidentiality and integrity of Customer Data in all material respects.
The warranties provided in this Section 5.2 will not apply if Customer fails to notify Signal in writing within thirty (30) days of discovery of any such breach. If Signal breaches the warranty in Section 5.2, as Customer’s sole remedy and Signal’s sole liability, Signal will, at its expense, either: (1) modify the Services to enable it to perform substantially in accordance with the Documentation; or (2) terminate these Terms and refund to Customer any Subscription Fees paid for Services not provided.
5.3 Customer Warranties. Customer represents and warrants to Signal that: (1) Customer has the necessary and appropriate rights and consents to validly authorize and permit Signal to use and otherwise process the Customer Data in accordance with these Terms, and such use by Signal of Customer Data does not and will not infringe or violate any third-party right, including any Intellectual Property Right or privacy right; and (2) Customer will use the Services in compliance with the Documentation and applicable law.
5.4 Disclaimer. Except for the limited warranties described in this Section 5 (Warranties), Signal makes no other express or implied warranties with respect to the Services or Documentation, or otherwise, and specifically disclaims all implied and statutory warranties, including the implied warranties of non-infringement of third-party rights, merchantability, satisfactory quality, accuracy, title, and fitness for a particular purpose, and any warranties arising from course of dealing, usage, or trade practice. Except for the limited warranties described in this Section 5, the Services and Documentation are provided “as is.” Signal does not warrant that the Services or Documentation will satisfy Customer’s requirements, are without defect or error, or that the operation of the Services will be uninterrupted or secure.
- Confidentiality.
Each party as Recipient will take reasonable precautions to protect Discloser’s Confidential Information, and will not use (except as expressly permitted in these Terms) or divulge to any third party any Confidential Information. Notwithstanding any provision of these Terms, Recipient may disclose Discloser’s Confidential Information, in whole or in part (i) to its employees, officers, directors, consultants and professional advisers (e.g., attorneys, auditors, financial advisors, accountants and other professional representatives) who have a need to know and are legally bound to keep such Confidential Information confidential by confidentiality obligations, or, in the case of professional advisors, are bound by ethical duties, to keep such Confidential Information confidential consistent with these Terms; and (ii) as required by law, in which case, to the extent permitted by applicable law, Recipient will (A) provide Discloser with prior written notification thereof, (B) provide Discloser with the opportunity to contest such disclosure, and (C) use its reasonable efforts to minimize such disclosure. Recipient is responsible and liable for its employees’ and representatives’ compliance with this Section 6, as if their actions or inactions were an action or inaction of Recipient. The foregoing will not apply with respect to any Confidential Information seven years after the disclosure thereof (or, with respect to trade secrets, for so long as such Confidential Information constitutes a trade secret under applicable law).
- Privacy Notice.
Signal’s Privacy Policy is incorporated into these Terms.
- Indemnification by Customer.
Customer will defend and indemnify Signal from and against any losses, liabilities, damages, demands, suits, causes of action, judgments, costs or expenses (including court costs and reasonable attorneys’ fees) arising out of or relating to (1) Customer’s use of the Service in a manner that infringes the Intellectual Property Rights of any third party; (2) violation of law or privacy rights attributable to Customer Data; (3) Signal’s processing of Customer Data, except to the extent Signal’s processing is in breach of these Terms; and (4) any other claim relating to any Customer Data.
- Limitation of Liability.
9.1 Exclusion of Damages. NEITHER SIGNAL NOR ITS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS, OR EMPLOYEES WILL BE LIABLE TO CUSTOMER FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS, INCLUDING LOST PROFITS, LOSS OF BUSINESS, OR LOSS OF DATA, EVEN IF SIGNAL IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.
9.2 Damages Cap. SIGNAL’S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THESE TERMS (INCLUDING WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE FEES PAID BY CUSTOMER TO SIGNAL DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE CLAIM.
9.3 Basis of the Bargain. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THESE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY SIGNAL TO CUSTOMER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 9 (LIMITATIONS OF LIABILITY) WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THESE TERMS.
9.4 Applicability. Some jurisdictions do not allow the exclusion or limitation of damages. This Section 9 (Limitations of Liability) will apply to Customer solely to the extent not prohibited by applicable law.
- Term and Termination.
10.1 Term. These Terms shall begin on the Effective Date and shall continue for so long as Customer maintains an active Subscription to the Services or these Terms are otherwise terminated in accordance with the terms herein.
10.2 Effect of Termination. Termination of these Terms will automatically terminate all active Order Forms, but termination of a single Order Form will not result in termination of these Terms or any other Order Forms. Upon the termination of these Terms, or an Order Form, all rights and licenses granted by Signal to Customer under these Terms or the applicable Order Form will terminate. Either party’s termination of these Terms is without prejudice to any other remedies it may have at law or in equity and does not relieve either party of liability for breaches occurring prior to the effective date of termination. Neither party will be liable to the other for damages arising solely as a result of terminating these Terms in accordance with its terms.
10.3 Termination. These Terms and any Order Form may be terminated by either party for convenience upon 30 days prior notice. Additionally, these Terms and any Order Form may be terminated by either party if the other party (i) breaches any material term of these Terms and fails to remedy the breach within ten (10) days after being given notice thereof, or (ii) ceases to function as a going concern or to conduct operations in the normal course of business, or (iii) has a petition filed by or against it under any bankruptcy or insolvency laws which petition has not been dismissed or set aside within sixty (60) days of filing. Termination is not an exclusive remedy for breach of these Terms by either party. Unless otherwise specified in these Terms, all other remedies will be available to the non-breaching party whether or not the non-breaching party terminates these Terms for breach by the other party.
10.4 Post-Termination Obligations; Customer Data Retrieval. Upon any termination of these Terms, Signal will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days. After such period, Signal may delete any such Customer Data and Signal will have no obligation to Customer to continue storing such Customer Data. If Customer terminates these Terms for Signal’s uncured material breach, Signal will issue to Customer a pro rata refund of Subscription Fees for Services not provided. If these Terms are terminated for any other reason, within ten (10) days after such termination, Customer will pay Signal all remaining Subscription Fees owed through the end of the Subscription Term under any terminated Order Forms.
- Beta Services; Free Trials.
11.1 Access. This Section describes the additional terms and conditions under which you may access and use certain features, technologies, and services made available to you by Signal that are not yet generally available, including, but not limited to, any products, services, or features designated or labeled as “beta,” “early access,” “preview,” “pilot,” or similar designation (each, a “Beta Service”).
11.2 Beta Terms. You must comply with all terms related to any Beta Service that Signal posts on its website or provides to you. Signal may add or modify terms, including lowering or raising any usage limits, related to access to or use of any Beta Service at any time.
11.3 Beta Feedback. You may provide Signal with feedback relating to the Beta Services. Signal will own and may use and evaluate all feedback for its own purposes.
11.4 Termination and Suspension of Beta. Signal may suspend or terminate your access to or use of any Beta Service at any time. Your access to and use of each Beta Service will automatically terminate upon the release of a generally available version of the applicable Beta Service or upon notice of termination by Signal.
11.5 Disclaimer. WITHOUT LIMITING ANY DISCLAIMERS IN THESE TERMS, BETA SERVICES ARE NOT READY FOR GENERAL COMMERCIAL RELEASE, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, SIGNAL PROVIDES BETA SERVICES “AS IS.” SIGNAL MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE REGARDING BETA SERVICES, INCLUDING ANY WARRANTY THAT THE BETA SERVICES WILL BECOME GENERALLY AVAILABLE. EXCEPT TO THE EXTENT PROHIBITED BY LAW, SIGNAL DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
11.6 Free Trials. If you register for a free trial, we will make the Services available to you on a trial basis free of charge until the earlier of (a) the end of the free trial period; (b) the start date of any Subscription; or (c) termination of the trial by us. Free trials are for evaluation purposes only. We may terminate your free trial at any time in our sole discretion.
- Import and Export Regulations.
The Services are subject to U.S. export controls, specifically the Export Administration Regulations. Both parties shall comply with all relevant import and export regulations, including those adopted by the Bureau of Industry and Security of the U.S. Department of Commerce. Customer shall not transfer, export or re-export, directly or indirectly, the Services to any Prohibited Entity, and Customer affirms that it is not a Prohibited Entity or acting on behalf of any Prohibited Entity (as defined under U.S. laws and regulations).
- General.
13.1 Waiver. The waiver by either party of a breach or default of any of the provisions of these Terms by the other party shall not be construed as a waiver of any succeeding breach of the same or other provisions nor shall any delay or omission on the part of either party to exercise or avail itself of any right power or privilege that it has or may have hereunder operate as a waiver of any breach or default by the other party.
13.2 Notices. All notices must be in writing and in the English language and will be deemed given only when sent by mail (return receipt requested), hand-delivered, sent by documented overnight delivery service to the party to whom the notice is directed. Notice to Customer shall be provided to the mailing address or email address you provide when registering your Signal account and notice to Signal shall be sent to 2305 W Raye St, Seattle, WA 98199 and legal@signal.vin. Despite any of the foregoing, notices of updates to license terms, terms of use, privacy terms or other terms related to the Signal website and any product or service accessed via Signal’s website may be delivered by Signal posting such updates on its website or through in-product message.
13.3 Invalidity and Severability. If any provision of these Terms shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such provision shall not affect the other provisions of these Terms and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect.
13.4 Assignment. Customer may not assign these Terms without Signal’s prior written consent, and any attempt to do so is void. Notwithstanding the foregoing, either party may assign these Terms to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets to which these Terms relate. These Terms are binding upon and inure to the benefit of the parties’ permitted successors and assigns.
13.5 Headings. Headings to paragraphs or sections in these Terms are for the purpose of information and identification only and shall not be construed as forming part of these Terms.
13.6 Governing Law; Venue. These Terms shall be governed by and construed in accordance with the laws of the State of Washington without regard to the conflict of law provisions thereof. The sole venue for all disputes relating to these Terms shall be in King County, Washington, USA.
13.7 Attorneys’ Fees. If any legal action or other proceeding is brought to enforce the provisions of these Terms, the prevailing party shall be entitled to recover reasonable attorney fees and other costs incurred in the action or proceeding, in addition to any other relief to which the prevailing party may be entitled.
13.8 Injunctive Relief. If either party breaches Sections 2 (Use of the Services) or 6 (Confidentiality), the other party may suffer irreparable harm, and monetary damages may be inadequate to compensate the non-breaching party. Accordingly, either party may, in addition to any other remedies available, seek injunctive or other equitable relief in response to any such breach.
13.9 Independent Contractors. The parties agree that each is an independent contractor and neither party has the right or authority to assume or create any obligation or responsibility on behalf of the other party.
13.10 Amendments. We may amend these Terms from time to time, in which case the new Terms will supersede prior versions. Your continued use of the Services following the effective date of any such amendment may be relied upon by Signal as your consent to any such amendment.
13.11 Apple Devices. The following terms apply when you use a mobile application obtained from the Apple App Store to access the Services: (1) the license granted to you for our mobile application is limited to a non-transferable license to use the application on a device that utilizes the Apple iOS operating system and in accordance with the usage rules set forth in the App Store’s terms of service; (2) we are responsible for providing any maintenance and support services with respect to the mobile application as specified in these Terms or as otherwise required under applicable law, and you acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the mobile application; (3) in the event of any failure of the mobile application to conform to any applicable warranty, you may notify Apple, and Apple, in accordance with its terms and policies, may refund the purchase price, if any, paid for the mobile application, and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the mobile application; (4) you represent and warrant that (i) you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country and (ii) you are not listed on any U.S. government list of prohibited or restricted parties; (5) you must comply with applicable third-party terms of agreement when using the mobile application, e.g., if you have a VoIP application, then you must not be in violation of their wireless data service agreement when using the mobile application; and (6) you acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms, and that Apple will have the right (and will be deemed to have accepted the right) to enforce the terms and conditions in these Terms against you as a third-party beneficiary thereof.
13.12 Survival. Sections 1-4, 5.1, 5.3, 5.4, 6, 7, 8, 9, 10, 11.5, 12, and 13, all associated definitions, and all accrued rights to payment shall survive after termination or expiration of these Terms.
THESE TERMS, INCLUDING ALL ATTACHMENTS, SCHEDULES, EXHIBITS, AND ORDER FORMS, CONSTITUTE THE COMPLETE AND EXCLUSIVE UNDERSTANDING OF THE PARTIES, AND SUPERSEDES ALL PRIOR AND CONTEMPORANEOUS SALES PROPOSALS, NEGOTIATIONS AND AGREEMENTS, AND ALL OTHER REPRESENTATIONS OR COMMUNICATIONS, WHETHER ORAL OR WRITTEN, WITH RESPECT TO THE SUBJECT MATTER HEREOF.
Exhibit A – Service Level Terms
The Services shall be available 99.9%, measured monthly, excluding holidays and weekends and scheduled maintenance (“Availability”). If Customer requests maintenance during these hours, any Availability calculation will exclude periods affected by such maintenance. Any downtime resulting from reasons beyond Signal’s control, including any Force Majeure Event, will also be excluded from Availability calculations.
Customer’s sole and exclusive remedy, and Signal’s entire liability, in connection with the failure to meet the Availability requirements (“Downtime”) is to receive a 5% credit of the Subscription Fees for each period of 30 or more consecutive minutes of Downtime provided that (1) the Downtime lasts longer than one hour, and (2) no more than one such credit will accrue per day. Downtime shall begin to accrue as soon as Customer recognizes that Downtime is taking place and continues until the Availability of the Services is restored. In order to receive credit, Customer must notify Signal in writing within 72 hours from the time of Downtime, and failure to provide such notice will forfeit the right to receive credit. Such credit may not be redeemed for cash. The credits may not cumulatively be applied to exceed one week of Subscription Fees in any given month. Signal will only apply a credit to the month in which the incident occurred.
