Signal Platform– Terms and Conditions
Who These Terms Apply To
These terms apply to you if you are using the Signal Platform under an agreement between you and Signal Digital, Inc. and that agreement specifically references these terms. Signal agreements that might reference these terms include free trial agreements and subscription agreements, but there may be other types of Signal agreements that reference these terms as well. In these terms, we will refer to the agreement between you and us simply as “our agreement.”
By executing our agreement, 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 28, 2015. Updates to these terms after the effective date of our agreement will not apply to you except: (a) if an update has to do specifically with a new feature or functionality of the Signal Platform, and you opt to use that new feature or functionality, then that update will apply to you or (b) if we notify you of a material change to these terms and you do not notify us that you do not agree to the change within 10 business days of receipt of the notice, then that change will apply to you. If we notify you of a material change to these terms intended to apply to you and you do not agree to the change, you may terminate our agreement as set forth in Section 6.2(b). Your continued use of the Signal Platform after 10 business days after receipt of the notice of the change will otherwise be considered an indication of your consent to the change.
The Signal Platform
The Signal Platform includes:
- Signal Fuse – Signal Fuse allows our clients to integrate tracking tags and other code into their websites, mobile applications and other devices so they and their various third-party marketing and technology partners can collect data relating to user interactions and interests. Signal Fuse also allows our clients to collect and distribute data for the purposes of measuring the effectiveness of their websites, mobile applications, advertising campaigns, and interactions with other marketing channels. Included in Signal Fuse is the Signal Tag feature, which allows our clients to manage and control the insertion of tag code and data collection code on, and to deliver server-direct data requests to integrated services from, their websites and mobile websites.
- Signal AmplifySM – Signal AmplifySM allows our clients to manage and store de-identified data and to recognize their customers across devices and platforms so they can better understand their customers and engage their customers with more targeting marketing messages.
- Special Considerations for Free Trial Agreements
After you sign a free trial agreement with Signal, you’ll be able to access and use the Signal Platform free of charge for the time period set forth in the free trial agreement.
If you want to keep using the Signal Platform after the free trial period, you’ll need to sign a subscription agreement. We can work out the details of the subscription agreement during the free trial. You should know that if you let your access to the Signal Platform lapse, the data you entered, selections you made, customizations you made, etc. to the Signal Platform during the free trial period will be lost.
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 Platform to you “as is” without warranty or indemnification.
- Access to and Use of the Signal Platform
2.1 Availability and Use of the Signal Platform
We will make the Signal Platform available for you to access and use for the Data Collection Channels indicated on our agreement. You may use the Signal Platform only for data sources owned and controlled by you (or, if you are an agency using the Signal Platform for the benefit of your own client, for data sources owned and controlled by that client). Each data source for which you use the Signal Platform will be considered one of “Your Data Sources” for purposes of these terms. You are solely responsible for making decisions regarding which tag code, data collection code, and server-direct data requests (collectively, “Tags”) to employ, which types of information pertaining to or derived from the presence or interactions of a user on Your Data Sources (“User Data”) are collected by the Signal Platform, the third parties to or through which that User Data is distributed, and any other instructions given to us via the Signal Platform.
You will endeavor to provide us with reasonable notice of any foreseeable significant increases in your use of the Signal Platform or in traffic to Your Data Sources so that we may make any necessary adjustments to Signal Platform to accommodate those increases.
2.2 Designated Users
You will set up a separate user login for each individual (who must be an employee of yours, one of your affiliates, or a subcontractor approved pursuant to these terms) who will access and use the Signal Platform for your company. You are fully responsible for all selections made, or other directions given to us, via the Signal Platform by individuals using your user logins to access the Signal Platform. You must notify us immediately by emailing firstname.lastname@example.org of any unauthorized use of your user logins.
3.3 User Data
As between us and you, you own all right, title, and interest in the User Data collected from Your Data Sources via the Signal Platform or otherwise provided to us via the Signal Platform. User Data is your confidential information. Except as described in Section 4.5, we will not collect, store, or distribute your User Data other than as necessary to provide the Signal Platform as directed by you.
Nothing about your relationship with us or your use of the Signal Platform alters (a) your relationship with your third-party vendors or (b) your responsibility to comply with all laws, rules, and regulations applicable to the collection and use of User Data. You are responsible for entering into, performing, and obtaining any necessary consents under, all agreements with the third-party vendors whose Tags or services you opt to use in connection with the Signal Platform. As a result of the directions you give via the Signal Platform, Cookies will be set on users of Your Data Sources. You are responsible for determining whether the setting of those Cookies is appropriate. Your selection of a Tag setting a Cookie via the Signal Platform is an indication to us that you are aware of that activity and have determined it to be appropriate. A “Cookie” is any file on a device, the contents of which can be subsequently accessed and communicated to a server. We make no representations, warranties, guarantees, or indemnification regarding Tags or any other third-party product or service. All interactions between you and any third party providing Tags or other third-party products or services in connection with the Signal Platform is between you and that third party.
Some third-party vendors offer an open API with which clients can develop a direct server-to-server connection. At the request of certain clients, we built integrations to many of these open APIs to allow server-to-server distribution of User Data to these third-party vendors. In the Signal Platform Tag catalog, those Tags are identified and are available for you to use. If you opt to use one of those Tags, you will be responsible for the third-party vendor’s use of any User Data you opt to distribute to that third-party vendor via the open API.
- Fees and Invoicing
You will be charged the fees set forth in our agreement. If our agreement commences on a day other than the first of a month, we will pro-rate any monthly fees due with respect to the first month accordingly.
3.2 Out of Pocket Expenses
You will reimburse us for any out of pocket expenses reasonably incurred by us in connection with testing of any webpage that requires a credit card charge (e.g., your shopping cart) or in connection with a visit to your facilities at your request (e.g., to provide on-site training). Out of pocket expenses will be billed monthly in arrears.
3.3 Late Payments
If you do not 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 even suspend your access to the Signal Platform 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.
If you are subject to the goods and services tax (GST) in Australia, then you agree to the following:
References to an entity in this Section, include references to the representative member of a GST group to which the entity belongs. All words and phrases that are not otherwise defined in this Section have the same meaning as in the A New Tax System (Goods and Services Tax) Act 1999 (the “GST Act”).
Pursuant to Division 83 of the GST Act, you agree to pay the GST on all taxable supplies made by us to you under or in connection with our agreement.
You warrant that you are registered for GST. You indemnify us and our affiliates in full and keep us and our affiliates safe from any and all liability, claim, loss or damage (including without limitation any tax impost, penalty or interest charge) in the event that you fail to meet your obligations under this Section 3.5.
Section 3.5(b) will cease to apply where either party gives notice in writing to the other party that the clause will cease to apply. The notice must specify the date that the clause ceases to apply and the clause will cease to apply on that date. However, the date specified in the notice must be at least 14 days after the notice is given.
This Section 3.5(e) applies where Section 3.5(b) does not apply or ceases to apply. Where we make a taxable supply to you under or in connection with our agreement, you must pay to us an additional amount equal to the GST payable on the supply (unless the consideration for that taxable supply is expressed to include GST). The additional amount must be paid by you at the date when any consideration for the taxable supply is first paid or provided.
Any payment, reimbursement or indemnity required to be made to a party under this agreement which is calculated by reference to an amount paid or payable by that party to a third party will be calculated by reference to the amount payable to the third party inclusive of GST, less the amount of any input tax credit to which that party is entitled to claim on the amount payable to the third party.
3.6 Audit Rights
If you have a good faith, reasonable belief that any amounts invoiced under our agreement are inaccurate, you will contact us regarding the discrepancy and together we will work promptly to resolve the discrepancy. Likewise, if we have a good faith, reasonable belief that any reports provided by you upon which we base our invoices (e.g., reports regarding number of advertising impressions served) are inaccurate, we will contact you regarding the discrepancy and together we will work promptly to resolve the discrepancy.
If we are unable to resolve a discrepancy within a reasonable period of time, the party that believes there is a discrepancy may have an independent auditor acceptable to both parties conduct an inspection and audit of all the relevant accounting and sales books, records, agreements, computer systems, and documents. Audits will be (a) limited in scope to determining the accuracy of reports and/or invoices provided under our agreement, (b) conducted during regular business hours, at the audited party’s offices, and in such a manner as not to unreasonably interfere with the audited party’s normal business activities, and (c) conducted by each party no more frequently than once every twelve months.
The auditor will be considered an agent of the auditing party and, accordingly, subject to the confidentiality provisions included in these terms. The auditing party will be responsible for all reasonable, out-of-pocket costs and expenses incurred in connection with the audit, unless the audit reveals a discrepancy in excess of 5%, in which case, the audited party will be responsible for all reasonable, out-of-pocket costs and expenses incurred in connection with the audit (subject to a cap of $2,500).
- Intellectual Property Rights
4.1 Ownership of the Signal Platform
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 Platform, any data collection code we provide to enable your use of the Signal Platform (the “Signal Data Collection Code”), any unique identifiers we associate with User Data collected via the Signal Platform, and any other materials created by us that are incorporated in or made available through or in connection with the Signal Platform (collectively, the “Technology”).
4.2 License to Use the Signal Platform
We grant to you a worldwide, limited, non-assignable, non-exclusive, non-sublicense-able license (a) to incorporate the Signal Data Collection Code into Your Data Sources solely for use with the Signal Platform and (b) to use the Technology solely to access and use the Signal Platform for your internal business purposes. We reserve all rights in the Technology not expressly granted to you under these terms.
4.3 Limitations on Use of the Signal Platform
You will not, and will not allow a third party to:
reverse engineer, decompile, 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;
use the Technology in any manner other than as permitted by these terms; or
take any action outside the normal course of business that artificially imposes an unreasonable or disproportionately large load on the Signal Platform’s infrastructure (e.g., stress testing), as reasonably determined by us (it being understood that increases in traffic related to seasonal variances, ad campaigns, SEO modifications, or SEM purchases are considered actions in the normal course of business).
4 Ownership of User Data
As between us and you, you own all right, title, and interest in the User Data collected from Your Data Sources via the Signal Platform or otherwise provided to us in connection with your use of the Signal Platform. Because the Signal Platform will be involved in the collection and distribution of your User Data, we need a license from you regarding that User Data. Accordingly, you grant to us a worldwide, nonexclusive, limited license to access, collect, assemble, compile, analyze, modify, transform, transmit, use, and otherwise distribute or provide access to User Data only as is reasonably necessary to perform our obligations under our agreement and these terms. This license includes, without limitation, the right to: (a) facilitate the transfer of User Data in connection with providing the Signal Platform; (b) generate reporting data; (c) deploy the Signal Data Collection Code on Your Data Sources to collect User Data; and (d) cause Your Data Sources to set, read, and modify
5.5 Aggregated Data
As between us and you, we own all right, title, and interest in non-Personally Identifiable User Data that has been aggregated by us (collectively “Aggregated Data”). We may collect, use, and share Aggregated Data to improve and provide our existing services and to develop and provide new services. We may also collect, use, and share Aggregated Data for our own marketing purposes, like to show trends about the general use of our services.
“Personally Identifiable User Data” means any User Data that can be used to identify, contact, or locate a natural person, including without limitation, a natural person’s name, email address, telephone number, Social Security number, individual taxpayer information number, financial account information (e.g. bank accounts), payment card data (credit or debit card), driver’s license number, passport number, government-issued identification number, and personal health information).
- Confidential Information
- 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.
- 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.
- 3 Limitations on Obligations
- The obligations set forth above do not apply 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.
- 4 Equitable Relief
- 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.
- Termination of Our Agreement
- 1 Expiration of Free Trial Agreement.
- When the free trial ends, unless you have signed a subscription agreement, you must immediately cease use of the Signal Platform and remove the Signal Data Collection Code from all Your Data Sources. If you sign a subscription agreement before your free trial ends, your access to the Signal Platform will be uninterrupted and continue for the term of the subscription agreement.
6.2 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;
- if we notify you in writing of a material change to these terms intended to apply to you going forward and you do not agree to the material change, you may terminate our agreement within 10 business days of receipt of our notice by providing 30 days’ notice of termination; and
- 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.
- 3 Effect of Termination or Expiration
- When our agreement expires, (a) we’ll send you an invoice for all outstanding undisputed fees and terminate your access to the Signal Platform and (b) you’ll pay all outstanding undisputed fees and immediately remove the Signal Data Collection Code from all Your Data Sources. Please note that until you remove the Signal Data Collection Code from all data sources, it will continue to fire. Accordingly, the terms and conditions or our agreement, including these terms and conditions, will continue in full force and effect, and you will continue to incur monthly service fees, until you have removed the Signal Data Collection Code from all Your Data Sources.
- Even after our agreement expires or is terminated, certain provisions in these terms will continue to apply. Namely, the provisions regarding Confidential Information, payment of fees (at least so long as there are outstanding fees), ownership of intellectual property and user data, limits on liability, indemnification obligations, and any other terms that would seem to a reasonable person to be intended to survive.
- Acknowledgements, Representations and Warranties
- 1 Privacy is Important
- 2 Your Representations and Warranties to Us
You represent and warrant to us that:
- the execution of our agreement has been duly authorized and is a valid and binding obligation of your company;
- you will not provide to us (i) any Personally Identifiable User Data (it being understood that information that has been de-identified or hashed using an industry standard process will not be considered Personally Identifiable User Data), (ii) any User Data related to racial or ethnic origin, political opinions, membership of a political association, religious beliefs or affiliations, philosophical beliefs, membership of a professional or trade association, membership of a trade union, sexual preferences or practices, criminal record, health information, genetic information that is not otherwise health information, or biometric information or templates; or (iii) any User Data collected from or in connection with any web site, mobile application or other online service that targets or is intended for children younger than age 13 as its primary audience;
- you will not circumvent or disregard any privacy features (e.g., any opt-out mechanisms) that are part of the Signal Platform; and
- you have and will maintain the permission of any third party necessary for your use of the Signal Platform.
- 2 Our Representations and Warranties to You
We represent and warrant to you* that:
- the execution of our agreement has been duly authorized and is a valid and binding obligation of ours;
- we will comply with all Applicable Law and Applicable Guidelines in the performance of our obligations under our agreement and these terms (we do not, however, make any warranties with respect to Tags other than the Signal Data Collection Code);
- the Technology (excluding Tags other than the Signal Data Collection Code) does not and will not violate or infringe upon Intellectual Property Right of any third party;
- the Technology as provided to you (excluding Tags other than the Signal Data Collection Code) 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 any of your equipment connected to the Technology without your authorization;
- we will implement reasonable and appropriate technical and organizational measures designed to protect User Data from and against any accidental or unlawful destruction or any accidental loss, alteration, unauthorized disclosure, use or access, including, but not limited to, in connection with any transmission of such data over a public or private network, and from and against all other unlawful forms of processing, access, use and disclosure;
- 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 Platform within twenty-four hours after the discovery of that breach or potential breach.
* IF YOU ARE USING THE SIGNAL PLATFORM UNDER A FREE TRIAL AGREEMENT, WE MAKE NO REPRESENTATIONS OR WARRANTIES TO YOU AND WE PROVIDE THE SIGNAL PLATFORM TO YOU “AS IS.”
7.3 Exclusion of 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, you should know that 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 AND CONDITIONS, YOUR USE OF THE TECHNOLOGY IS SOLELY AT YOUR OWN RISK.
- Limitations on Liability
- 1 Exclusion of Damages
- 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.
- 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.
8.3 Exclusions to the Limitations on Liability
- NEITHER tHE EXCLUSION OF DAMAGES NOR THE CAP ON LIABILITY ABOVE 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).
- 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 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”) arising out of:
- your use of Tags (including Cookies set in connection with those Tags) or other third-party products or services in connection with the Signal Platform, and any interactions or agreements between you and the third parties providing the Tags or other products or services;
- if you are an agency using the Signal Platform on behalf of your client, any interactions or agreements between you and your client; or
- any alleged or actual breach by you of any provision of our agreement or these terms.
- 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 harmless from and against any Liability incurred in connection with any Claim arising out of:
- any unauthorized disclosure of User Data caused by a breach of the Signal Platform;
- any alleged or actual breach by us of any provision of our agreement or these terms; or
- any allegation that the Technology (excluding Tags other than the Signal Data Collection Code) violates or infringes upon the Intellectual Property Rights of any third party.
- * IF YOU ARE USING THE SIGNAL PLATFORM UNDER A FREE TRIAL AGREEMENT, THIS SECTION 9.2 DOES NOT APPLY TO YOU.
- 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.
- 1 Marketing
- Once you sign an agreement with us (other than a free trial agreement), 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 given to us in writing.
10.2 Additional Services
We may, from time to time, offer to you software as services that are new and different from, or complimentary to, the Signal Platform (by this we do not mean updates to the Signal Platform, even those containing new functionality). If you would like to take advantage of any new software service offered by us, we will enter into an addendum to our agreement describing that software service and the fees to be paid for that software service.
- 3 Subcontractors
- You may not allow a consultant, agency or other subcontractor to access the Signal Platform without our prior approval (requests for approval may be sent via email to email@example.com). You will be responsible for, and will indemnify and defend us from any Claims arising out of, the activities of any consultants, agencies, or other subcontractors as though they are your activities.
- 4 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 Platform unfeasible or not commercially reasonable to continue.
- 5 Notices
- Notices will be considered given upon the date of delivery by email if receipt is confirmed electronically or in writing. Notices can also be sent by an overnight delivery service (confirmed by a signed receipt), by certified mail (return receipt requested), or by personal delivery (confirmed in writing by the deliverer), in which case, 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 Giulianna Summer, SVP-Finance, at firstname.lastname@example.org or at 111 N Canal, Suite 455, Chicago, IL 60606. If we want to send you a notice, we will send it to the name and address listed on our agreement.
- 6 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. 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.
- 7 Assignment
- 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 (a) any of its wholly-owned subsidiaries or (b) any entity into which it has merged or which has otherwise succeeded to all or substantially all of its business, stock, or assets, and, in either case, 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.
- 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 Platform.
10.9 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.
10.11 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.
Feel free to provide us with comments, suggestions, enhancement requests, recommendations or other feedback arising out of your experience with the Signal Platform (collectively “Feedback”). If you do provide Feedback, you assign to us all right, title, and interest (including Intellectual Property Rights), and agree not to assert any “moral rights”, in and to the Feedback. Further, you understand and acknowledge that we will own all right, title and interest (including Intellectual Property Rights) in and to any enhancements to the Signal Platform or other services offered by us or any of our affiliates, or any new services developed by us or any of our affiliates, based upon or otherwise incorporating your Feedback.