1.0 Use of SlickText Services.
1.2 Account Security. You are responsible for the security of your log in credentials and all activities that occur through the use of your log-in credentials. You agree to notify SlickText immediately at firstname.lastname@example.org if you suspect or know of any unauthorized use of your log-in credentials or any other breach of security with respect to your account. SlickText will not be liable for any loss or damage arising from unauthorized use of your log-in credentials, but will assist in changing your credentials once you notify SlickText. When creating your account, you will provide true, accurate, current, and complete information. You will update the information about yourself promptly, and as necessary, to keep it current and accurate. We reserve the right to disallow, cancel, remove, or reassign certain usernames in appropriate circumstances, as determined by us in our sole discretion, and may, with or without prior notice, suspend or terminate your account if activities occur on your account which, in our sole discretion, would or might constitute a violation of this Agreement, cause damage to or impair the Platform, Website or Services, infringe or violate any third party rights, damage or bring into disrepute the reputation of SlickText, or violate any applicable laws or regulations. If messages sent to the mobile numbers you provide are returned as undeliverable, then SlickText may terminate your account immediately without notice to you and without any liability to you or any third party.
2.0 Mobile Terms of Service
2.1 Short code. An SMS shortcode is a 5 or 6 digit phone number that is used by you to send text message coupons, offers, promotions, and other messages to customers or others. Your mobile messaging program will make use of a SlickText-provisioned short code, unless otherwise stipulated in writing. For all questions about the Services provided by this short code, you can send an email to email@example.com.
2.2 Charges. Standard message and data rates may apply to any user sending or receiving SMS, MMS, RCS and other messages.
2.3 STOP. You must communicate to any recipient of your messages that the recipient can cancel receipt of the messages at any time by texting "STOP" to the originating telephone number or shortcode. When a recipient sends the message "STOP" to us, we will send the recipient a message to confirm that the recipient has been unsubscribed. After this, the recipient will no longer receive messages from us. Your recipients may unsubscribe from a particular textword, by texting "STOP" and the textword to originating telephone number or shortcode. We will send the recipient a message to confirm that the recipient has been unsubscribed from that list. If a recipient texts "STOP ALL" to originating telephone number or shortcode the recipient number will be removed from any and all messages coming from the originating telephone number or shortcode. If a recipient wishes to join again, the recipient must re-sign up as they did the first time and we will start sending messages again. You must conspicuously notify your recipients of these procedures.
2.4 HELP. If at any time you or your recipients forget what keywords are supported, you or the recipient should just text "HELP" to the originating telephone number or shortcode. After you or the recipient sends the message "HELP" to us, we will respond with instructions on how to use our service as well as how to unsubscribe. You must conspicuously notify your recipients of these procedures, including the procedure to opt out of receiving future messages.
2.5 Coverage. SMS, MMS, RCS and other messaging coverage for SlickText is supplied by a constantly growing number of wireless carrier networks. Contact SlickText at firstname.lastname@example.org to receive updated information regarding carriers that currently support the Services. SlickText reserves the right to increase or decrease the carriers used in providing the Services. SlickText currently supports only coverage in the United States and Canada including the following:
2.5.1 Major American Carriers: AT&T, Verizon Wireless, Sprint, T-Mobile, Alltel, Boost Mobile, and Virgin Mobile.
2.5.2 Minor American Carriers: Advantage Cellular (DTC Wireless), Aio Wireless, Alaska Communications Systems (ACS), Appalachian Wireless (EKN), Bluegrass Cellular, Carolina West Wireless, CellCom, Cellular One of East Central IL (ECIT), Cellular One of Northeast Arizona, Cellular One of Northeast Pennsylvania, Chariton Valley Cellular, Cincinnati Bell Wireless, Cricket, Coral Wireless (Mobi PCS), Cross, C-Spire (CellSouth), Duet IP (Maximum Communications New Core Wireless), Element Mobile (Flat Wireless), Epic Touch (Elkhart Telephone), GCI, Golden State, Hawkeye (Chat Mobility), Hawkeye (NW Missouri), Illinois Valley Cellular, Inland Cellular, iWireless (Iowa Wireless), Keystone Wireless (Immix Wireless/PC Man), MetroPCS, Mosaic (Consolidated or CTC Telecom), MTA Communications, MTPCS (Cellular One Nation), Nex-Tech Wireless, NTelos, Panhandle Communications, Peoples Wireless, Pine Cellular, Pioneer, Plateau (Texas RSA 3 Ltd), RINA, Sagebrush Cellular (Nemont), SI Wireless/Mobile Nation, Simmetry (TMP Corporation), SouthernLinc, SRT Wireless, Thumb Cellular, Union Wireless, United Wireless, U.S. Cellular, Viaero Wireless, and West Central (WCC or 5 Star Wireless).
2.5.3 Canadian Carriers: Bell (including NorthernTel, Solo Mobile, and Telebec), Fido, MTS, Rogers, SaskTel, Telus (including Koodo Mobile and Public Mobile), Videotron, Virgin Mobile, and Wind.
2.5.4 MMS Coverage: is supplied by MMS American Carrier Support: AT&T, Verizon Wireless, Sprint, and T-Mobile.
2.6 Support. Customer and Technical Support for the Website and Services may be contacted during normal business hours. Normal business hours are defined as 9am to 5pm Eastern Standard Time, Monday through Friday. SlickText support staff will handle any calls made on holidays or outside normal business hours on the following day.
2.7 Incorporation of CTIA Guidelines. You agree to adhere to the guidelines of the Cellular Telecommunications Industry Association ("CTIA"), including without limitation "Best Practices" and the "Short Code Monitoring Handbook" currently found at https://www.ctia.org/programs ("CTIA Guidelines").
2.8 Agreement Prevails. In the event of a conflict between terms in this document and the CTIA Guidelines, this document will prevail.
2.9 Restrictions. Without limiting any other terms of this Agreement, when using the Website, Platform or Services, you agree not to (and not to attempt to):
- 2.9.1 decipher, decompile, disassemble, or reverse engineer any of the software or source code comprising or making up the Website, Platform or Services;
- 2.9.2 use any device, software or routine to interfere or attempt to interfere with the proper working of the Website, Platform or Services, or any activity conducted on the Site;
- 2.9.3 delete or alter any material SlickText makes available on the Website, Platform or Services;
- 2.9.4 frame or link to any of the materials or information available on the Website, Platform or Services, except as otherwise agreed with SlickText;
- 2.9.5 use or exploit any trademarks or SlickText Content in any manner that is not expressly authorized by this Agreement;
- 2.9.6 access, tamper with, or use non-public areas of the Website, Platform or Services, SlickText's (and its hosting company's) computer systems and infrastructure, or the technical delivery systems of SlickText's providers;
- 2.9.7 provide any false personal information to SlickText;
- 2.9.8 create a false identity or impersonate another person or entity in any way;
- 2.9.9 restrict, discourage, or inhibit any person from using the Website, Platform or Services;
- 2.9.10 use the Website, Platform or Services, without SlickText's prior express written consent, for any commercial or unauthorized purpose;
- 2.9.11 gain unauthorized access to the Website, Platform or Services or personally identifiable information, or to other computers or websites connected or linked to the Website, Platform or Services;
- 2.9.12 Post any Prohibited Content;
- 2.9.13 Post any virus, worm, spyware, or any other computer code, file, or program that may or is intended to disable, overburden, impair, damage, or hijack the operation of any hardware, software, or telecommunications equipment, or any other aspect of the Website, Platform or Services or communications equipment and computers connected to the Website, Platform or Services;
- 2.9.14 violate any federal, state, or local laws or regulations or the terms of this Agreement; or
- 2.9.15 assist or permit any person in engaging in any of the activities described above.
2.10. External Sites. The Website, Platform or Services may contain links to other websites or other online properties that are not owned or controlled by SlickText (collectively, "External Sites"). The content of External Sites is not developed or provided by SlickText. SlickText is not responsible for the content of any External Sites and does not make any representations regarding the content or accuracy of any materials on External Sites. You should contact the site administrator or webmaster for External Sites if you have any concerns regarding content located on those External Sites. You should take precautions when downloading files from all websites to protect your devices from viruses and other destructive programs. If you decide to access any External Sites, then you do so at your own risk. Further, you will be solely responsible for compliance with any terms of service or similar terms imposed by any External Site in connection with your use of External Sites.
3.1 Content Defined. The term "Your Content" refers to the data you are asking SlickText to store, process, deliver or transmit to end users. You represent the following:
- 3.1.1 Permission to Use Your Content. You own and/or have licensed all rights and necessary clearances to distribute Your Content to mobile devices and, optionally, any other means agreed upon by you and SlickText. You agree, Your Content does not violate the rights of any third party including, without limitation, intellectual property rights, trade secret rights and privacy rights, or similar rights.
- 3.1.2 Carriers and Aggregators. Your Content is consistent with standards imposed by mobile carriers and aggregators; specifically, Your Content is not libelous, defamatory, inaccurate, sexually explicit, unlawful, obscene, false, misleading, racially or ethnically offensive, or objectionable.
- 3.1.3 Guidelines. Your Content adheres to the current Guidelines, defined below.
- 3.1.4 No Violations. Your Content (including storage, processing, delivery, and transmission of Your Content) does not violate any laws or regulations in the United States, Canada, your home jurisdiction(s), or any other jurisdiction where Your Content is stored, processed, delivered, or transmitted.
3.2 Prohibited Content. SlickText prohibits the use of its Platform and Services for certain types of text programs and content ("Prohibited Content"). These prohibited programs and Prohibited Content include but are not limited to the following: content dealing with sex, hate and discriminatory speech, alcohol, firearms, tobacco, vaping, CBD products, illegal drugs, depictions or endorsements of violence, adult or otherwise inappropriate content, profanity, loans, payday loans, short-term loans, mortgage loans, student loans, debt, debt relief, debt consolidation, debt reduction, credit, credit repair, taxes, tax relief, work from home opportunities, donations, and medication. You represent that Your Content does not relate to Prohibited Content. The mere fact that SlickText has previously communicated Your Content through the Services does not constitute SlickText's agreement that Your Content is allowed on the Platform or SlickText's agreement to communicate through the Services Your Content in the future. If Your Content relates to Prohibited Content you may not use the Services unless otherwise agreed in writing by SlickText, which may be granted or denied in SlickText's sole discretion. SlickText reserves the right to refuse, suspend, or terminate Services or any campaign, text program or account at any time and without warning that, in SlickText's sole discretion, relates to any Prohibited Content or other content deemed unacceptable by SlickText, in its sole discretion. Further, if any carrier, regulator, the CTIA or similar body objects to Your Content, SlickText reserves the right to suspend or terminate provision of the Services to you, even if SlickText had previously agreed to allow that content.
3.3 Viruses. You agree, Your Content will not contain any Malicious Code. "Malicious Code" means computer software, code, or other instructions intended to gain or facilitate unauthorized access to, prevent authorized access to, damage, disable, or degrade the performance of, computer systems or data. Without limitation, the term includes, to the extent meeting the foregoing definition, software, code, or instructions commonly referred to as "viruses," "worms," "Trojan horses," and "spyware."
3.4 Reinstatement. In the event that SlickText deletes or refuses to transmit any of Your Content, including Prohibited Content, SlickText, where permitted by law to do so, will contact you to inform you of the problem. If correctable and allowed by law, SlickText, in its sole discretion, may work with you to complete the campaign.
3.5 SlickText Permissions to Use Your Content. You hereby permit SlickText to alter and encode Your Content into other formats, store, process and transmit it via third parties to mobile devices and, optionally, any other devices and means of viewing agreed upon by You and SlickText).
3.6 Third Party Intellectual Infringement Policy.
- 3.6.1. Policy. SlickText's intellectual property policy is to (i) remove or disable access to material that SlickText believes in good faith, upon notice from an intellectual property owner or his or her agent, is infringing the intellectual property of a third party by being made available on the Website or through the Service; and (ii) remove any content or made available through the Website or Services by "repeat infringers." SlickText considers a "repeat infringer" to be any user that has uploaded content to the Website or Services and for whom SlickText has received more than two takedown notices compliant with the provisions of 17 U.S.C. § 512 with respect to such content. SlickText has discretion, however, to terminate the account of any user after receipt of a single notification of claimed infringement or upon SlickText's own determination.
- 3.6.2 Procedure for Reporting Claimed Infringement. If you believe that any content made available on or through the Website or Services has been used or exploited in a manner that infringes an intellectual property right you own or control, then please promptly send a "Notification of Claimed Infringement" containing the following information to the Designated Agent identified below. Your Notification of Claimed Infringement may be shared by SlickText with the user alleged to have infringed a right you own or control, and you hereby consent to SlickText making such disclosure. Your communication must include substantially the following:
- i. a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- ii. identification of copyrighted works or materials being infringed, or, if multiple works are covered by a single notification, then a representative list of such works;
- iii. identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit SlickText to locate the material;
- iv. information reasonably sufficient to permit SlickText to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted;
- v. a statement that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- vi. a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
- 3.6.3 Designated Agent Contact Information. SlickText's designated agent for receipt of Notifications of Claimed Infringement ("Designated Agent") can be contacted Via E-mail at: email@example.com
- 3.6.4 Counter Notification. If you receive a notification from SlickText that material you made available on the Website or through the Services has been the subject of a Notification of Claimed Infringement, then you will have the right to provide SlickText with what is called a "Counter Notification." To be effective, a Counter Notification must be in writing, provided to SlickText's Designated Agent through one of the methods identified in Section 3.6.3 above and include substantially the following information:
- i. your physical or electronic signature;
- ii. identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
- iii. a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
- iv. your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the your address is outside of the United States, for any judicial district in which SlickText may be found, and you will accept service of process from the person who provided notification in accordance with Section 3.6.3 above or an agent of such person.
- 3.6.5 Reposting of Content Subject to a Counter Notification. If you submit a Counter Notification to SlickText in response to a Notification of Claimed Infringement, then SlickText will promptly provide the person who provided the Notification of Claimed Infringement with a copy of your Counter Notification and inform that person that SlickText will replace the removed User Content or cease disabling access to it in 10 business days, and SlickText will replace the removed User Content and cease disabling access to it not less than 10, nor more than 14, business days following receipt of the Counter Notification, unless SlickText's Designated Agent receives notice from the party that submitted the Notification of Claimed Infringement that such person has filed an action seeking a court order to restrain the user from engaging in infringing activity relating to the material on SlickText's system or network.
- 3.6.6 Counter Claims. SlickText reserves the right to seek damages from any party that submits a Notification of Claimed Infringement or Counter Notification in violation of the law.
4.1 Refuse Your Content. SlickText may refuse, suspend, terminate any communications, campaign, text program or account that, in its opinion, is not in compliance with the then-current CTIA Guidelines, the Telephone Consumer Protection Act of 1991 and its regulations and guidelines, as each may be amended, the Canada Wireless Telecommunications Association Guidelinesf99, Cellular Carrier guidelines, this Agreement or that violates any applicable law or regulation (collectively, the "Guidelines").
4.2 Campaign Representations. By providing mobile phone numbers for use on the Service , you represent that:
- 4.2.1 Compliance with Guidelines. You are in compliance with the Guidelines.
- 4.2.2 Authorized Use. SlickText's transmission or delivery of messages to the numbers provided will not violate the Guidelines.
4.3 Commencement of Services. You will commence payment for the Services when you first receive access to the Platform and that access will constitute proof of performance
4.4 Service Level and Third Party Reliance. Uptime for the Platform is 99.9%, excluding planned maintenance, emergency downtime, and any Force Majeure Event.
5.0 Professional Services
5.1 Professional Services Program. If agreed upon by the parties, SlickText provides configuration, training, workflow consulting, installation and implementation services ("Professional Services") for use of the SlickText platform. Prior to the delivery date, you, at your own expense, must purchase any computers and software needed to use the mobile and access the Platform. The particular Professional Services being provided may be detailed in a statement of work ("SOW") issued by SlickText to you.
5.2 Ownership of Intellectual Property Under SOW. Neither party, by virtue of an SOW or Order Form will gain any rights of ownership in copyrights, patents or other intellectual property of the other party (as to each party its "Pre-Existing IP"). SlickText will own all right title and interest (including any copyrights, patents, trade secrets or other intellectual property rights) in and to all tangible results of the Professional Services and all intellectual property represented thereby and contained therein to the extent not your Pre-Existing IP. Upon full payment to SlickText of all sums due for the Professional Services, you will be licensed to internally use any deliverables ("Deliverables") provided by SlickText to you under an SOW or Order Form in connection with the Platform. Nothing in this Agreement will preclude SlickText from using for itself, or for performing services for others, any general knowledge, skills, experience, ideas, concepts, know-how, methods and techniques used or developed by SlickText in the performance of the Professional Services.
5.3 Fees, Expenses & Taxes. Unless otherwise indicated in the SOW, all payments for Professional Services are due in United States dollars. SlickText may suspend work if payments are not timely made. You agree to pay, in addition to hourly fees, reasonable expenses (including travel and lodging) and sales, use or similar (VAT, GST) taxes. No receipts will be provided for expenses under $25USD. You must substantiate any claim of exemption from any tax. Tax-exempt entities must provide SlickText with a copy of their tax-exemption certificate.
5.4 Professional Services Policies. Professional Services may be performed on a time and materials basis fixed fee, or other basis, as described in an SOW or Order Form. Hours in excess of 10 hours on a business day are payable at one-and-a-half times standard or quoted rates. Hours worked continuously without release or departure of SlickText personnel for the night are deemed expended on the same business day, even though midnight is reached and passed. Hours for work on weekends and SlickText holidays are payable at twice standard or quoted rates. Hours for required international and weekend or corporate holiday travel time are payable at the standard or quoted rates using the official airline guide for travel time. You are responsible for all reasonable travel expenses outside the consultant's local area. Reimbursable expenses will be invoiced monthly as incurred. SlickText international airline tickets for trips outside of North America are business class. If you cancel the engagement less than ten (10) business days prior to its scheduled commencement date, you agree to pay SlickText all non-recoverable expenses. For Professional Services that are education services, all pre-paid retainer amounts purchased must be used within twelve (12) months from date of purchase or they will expire.
5.5 Changes and Termination. Any changes to an SOW must be reflected in a new or revised SOW or change order. SlickText is not obligated to do any work not specified in a signed SOW. Either party may terminate a SOW with or without cause at any time by giving the other party 30 days prior written notice.
5.6 Dependencies and Cooperation. You will provide all personnel, information data, software and hardware computing resources and other facilities that SlickText reasonably requires in connection with completion of the Professional Services.
5.7 Additional Warranty for Professional Services. SlickText warrants that the Professional Services will be performed in a professional and workmanlike manner. For any breach of this warranty, your sole and exclusive remedy, and SlickText's entire liability will be the re-performance of the non-conforming Professional Services. SlickText will only have liability for those breaches of warranty if you provides written notice to SlickText of the breach within thirty (30) days of the performance of the applicable Professional Services.
6.0 Force majeure
6.1 General. Excluding payment obligations, neither party will liable for default or delay of obligations under the terms outlined in this document if any such default or delay results from conditions beyond the reasonable control of either party ("Force Majeure Event"). Those conditions include, but are not limited to, earthquakes, weather, flood, fire, flood, explosions, accident, telecommunications line failures, power outages, network failures, acts of God, riots, acts of war, acts of governments, strikes, labor disputes, trade disputes, technical failures, unavailability of the Internet, and failure of external suppliers, such as, but not limited to, intermediary aggregators between SlickText and mobile carriers, mobile carriers themselves, server hosting companies, Internet service providers, and others. If SlickText suffers a Force Majeure Event, it will make reasonable efforts within five (5) business days to recommend a substitute transmission for the time period of the original transmission. If the Client is not reasonably satisfied with such substitute transmission, SlickText will allow Client a prorated reduction in fees for the Services which could not be delivered due to a Forced Majeure Event. In no event will SlickText bear any liability for any disruption in the Services caused by a Force Majeure Event. In addition, all parties will retain the benefit of the same discounts that would have been earned had there been no delay or default.
6.2 Payment. If your ability to transfer funds to third parties has been negatively impacted by a Force Majeure Event, you will make all reasonable efforts to make payments in a timely manner to SlickText. For payment purposes, Force Majeure Events include failure of banking clearing systems or a state of emergency. Delays caused by aforementioned conditions will be excused for the duration of such condition. A Force Majeure Event will not relieve you of any financial obligations not affected by the Force Majeure Event.
6.3 Cancellation. Either party may cancel the remainder of Service without penalty in the event that a Force Majeure Event continues for five (5) consecutive business days.
7.0 Term and Termination.
7.1 Term. Unless otherwise set forth in a Sales Order Form, or the plan in which you have enrolled, the initial term ("Initial Term") of this Agreement will be monthly. Thereafter, unless otherwise agreed in writing, the Agreement will automatically renew for terms equal in length to the Initial Term (each a "Renewal Term"). The Initial Term collectively with the Renewal Terms are the "Term."
7.2 No Refund for Termination. You may terminate this Agreement at any time by providing email notice to SlickText at firstname.lastname@example.org. You will not receive a refund for any terminated period and you will continue to be obligated to pay for the Initial Term and any additional Renewal Term for which you have enrolled. If you do not give notice of termination at least thirty (30) days prior to the expiration of the Initial Term or the then current Renewal Term, you will be enrolled in, invoiced for and must pay for the following Renewal Term.
7.3 Termination for Default. SlickText may suspend, cancel or terminate the Service if you do not timely pay for the Service. If this occurs, SlickText may send you a "Payment Failure" notice by email or otherwise; and, at SlickText's sole discretion, if the Service has not already been suspended, cancelled or terminated, your Service will be suspended, cancelled or terminated if payment is not received within 14 days of the date when the first notice was sent.
7.4 Effect of Termination. Sections 1.1, 2.7, 2.8, 5.2, 5.3, 57, 6-8, 10-12, 13.2 and 14-18, inclusive will survive any expiration or termination of this Agreement.
You will defend, indemnify and hold SlickText and its affiliates harmless from and against any losses, damages, liability,, or expenses (including reasonable legal fees, court costs, costs of experts and disbursements) arising from or relating to any claims, actions, or other proceedings brought on, by, or on behalf of any third party if that claim relates to or results from 1) your breach of this Agreement, 2) your acts or omissions in connection with any Service offered by SlickText, 3) your use of the Services or Your Content, or 4) transmission of Your Content through the Services. .
9.0 Use of Platform, Website and Services.
The "Messaging" capability of the Service is not to be used for any abusive and/or unlawful purposes. Those purposes include, but are not limited to, any use that may cause disruption of the Services provided by SlickText or its customers, or damage to SlickText's Platform or property. You agree that all usage of the Website, Platform and Services, including transmitted communications, will be in compliance with all laws and regulations. You are responsible for all of Your Content transmitted through the Services. SlickText only provides you with the Service of sending messages to mobile phones. SlickText is not liable for any consequences arising from any messages sent by any person that uses the Service.
10.0 Privacy and Confidentiality.
10.2 Service Provider. You agree that (1) you and not SlickText are responsible for complying with the California Consumer Privacy Act of 2018 (Cal. Civ. Code § 1798.100 et seq.). ("CCPA") and similar laws; (2) SlickText is a "service provider" under CCPA and processes Personal Information on your behalf, acting under your direction when you disclose to SlickText Personal Information of consumers who are your communication recipients; and (3) you are not subject to General Data Protection Regulation or any similar law or regulation that prohibits collection, distribution, processing and storage of the data you provide SlickText as contemplated under this Agreement. With respect to the CCPA, SlickText and you hereby agree that SlickText is a service provider to you with respect to the Personal Information. SlickText is prohibited from (a) selling any Personal Information, and (b) retaining, using, or disclosing Personal Information for any purpose other than for the specific purpose of performing the Services, which, for the avoidance of doubt, also prohibits SlickText from retaining, using, or disclosing Personal Information outside of its direct business relationship with you or for any other commercial purpose; provided, however, that SlickText and you agree that SlickText may use Personal Information as permitted by the CCPA. "Personal Information" means any information that SlickText has collected, accessed, received, used, disclosed, stored, transmitted, retained or otherwise processed on behalf of you pursuant to SlickText's provision of Services to you under this Agreement and that constitutes "personal information," under the CCPA. To the extent you cannot use the Services or Website to directly perform such actions and provide such information, SlickText will promptly take actions and provide information as you may request to help you fulfill requests of consumers to exercise their rights under the CCPA, including, without limitation, verifiable consumer requests to access, delete, opt out of the sale of, or receive information about the processing of, Personal Information pertaining to them. This assistance will be provided to you at SlickText's then-current fees.
10.3 Confidentiality. "Confidential Information" means all tangible, oral and visual information (i) that is designated as "proprietary" or "confidential" or by similar words by the disclosing party at the time of disclosure and that, if tangible is marked as such and if oral or visual is confirmed as such by the disclosing party in a writing delivered to the receiving party within fifteen (15) days after disclosure, or (ii) that the receiving party should have considered to be confidential under the circumstances surrounding disclosure. Each party agrees it will not disclose any such Confidential Information of the other party to any third party for the longer of, as to each item of Confidential Information, (i) three years after the termination of this Agreement, or (ii) for so long as such item remains a trade secret (as that term is defined in the Uniform Trade Secrets Act) of the party. Each party will take precautions against disclosure to third parties of Confidential Information that are, at least as great as the precautions it takes to protect its own confidential information of a similar nature, but in no case less than reasonable precautions. Confidential Information will not include any information that; (i) was previously known to the receiving party independently of the relationship formed by this Agreement; (ii) is received from a third party without similar restriction of confidentiality; (iii) is or becomes publicly available by other than unauthorized disclosure hereunder; (iv) is independently developed by the receiving party without the use of the other party's Confidential Information; (v) is approved for release by written authorization of the disclosing party; or (vi) is required to be disclosed by any court order or rule of law, provided that the party of whom disclosure is required must give the other party as much notice as is commercially practicable under the circumstances and provide to the other party, at the other party's expense, such assistance and information as the other party reasonably requests. Additionally, SlickText will be free to use, in future services engagements and otherwise, residual information (information in non-tangible form that may be inadvertently retained by persons performing services hereunder).
11.0 Limitation of Liability and Disclaimer.
11.1 DISCLAIMER. SLICKTEXT WILL NOT BE HELD LIABLE, UNDER ANY CIRCUMSTANCES, TO YOU OR ANY OTHER PERSON FOR AND HEREBY DISCLAIMS ANY AND ALL INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES, IN ANY FORM, INCLUDING ECONOMIC LOSS, LOSS OF CONTRACT, LOST PROFITS, REVENUES OR SAVINGS, DAMAGE TO REPUTATION OR GOOD WILL, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM, OR IN CONNECTION WITH, THE USE OR INABILITY TO USE THE PLATFORM, SERVICES OR WEBSITE (COLLECTIVELY "LIABILITY") THAT ARE BROUGHT ON, BY, OR ARE RELATED TO YOUR USE OF THE SERVICES, PROFESSIONAL SERVICES, PLATFORM OR WEBSITE WHETHER ARISING UNDER WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF SLICKTEXT HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES, AND YOU WILL INDEMNIFY AND HOLD SLICKTEXT FROM AND AGAINST THAT "LIABILITY" WHICH MAY BE MADE AGAINST SLICKTEXT IN RESPECT THEREOF. FURTHER, SLICKTEXT WILL NOT BE HELD LIABLE FOR ANY CLAIM, LIABILITY OR ACT ASSOCIATED WITH THE PROPER EXERCISE OF ITS RIGHTS UNDER THIS AGREEMENT. EXCEPT AS SET FORTH IN THIS AGREEMENT, THE SERVICES, PROFESSIONAL SERVICES, WEBSITE AND PLATFORM AND ANY CONTENTS PROVIDED BY SLICKTEXT ("SLICKTEXT CONTENT") ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES OR OF LIABILITIES FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES WILL NOT APPLY IN JURISDICTIONS THAT DO NOT ALLOW FOR THOSE LIMITATIONS OR EXCLUSIONS. SLICKTEXT'S LIABILITY, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE ARISING FROM THIS AGREEMENT IS LIMITED TO U.S. $100.
11.2 NO WARRANTIES. EXCEPT AS SET FORTH ABOVE, SLICKTEXT OFFERS NO WARRANTIES WITH REGARDS TO THE SERVICES, PROFESSIONAL SERVICES, THE WEBSITE OR PLATFORM. SLICKTEXT HEREBY DISCLAIMS ANY IMPLIED WARRANTY, INCLUDING SPECIFICALLY ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SLICKTEXT DOES NOT AUTHORIZE ANYONE TO MAKE ANY KIND OF WARRANTY ON ITS BEHALF. FURTHER, SLICK INNOVATIONS, LLC. DOES NOT REPRESENT OR WARRANT THAT THE SERVICES OR PROFESSIONAL SERVICES WILL MEET YOUR REQUIREMENTS; OR THAT THE SERVICES OR PROFESSIONAL SERVICES WILL BE UNINTERRUPTED, TIMELY, OR 100% ERROR-FREE. SLICKTEXT HEREBY DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND FITNESS FOR A PARTICULAR PURPOSE. CONSEQUENTLY, YOU AGREE THAT YOU SOLELY ASSUME ALL RISKS ARISING FROM YOUR USE OF THE WEBSITE, PLATFORM SERVICES AND PROFESSIONAL SERVICES. WITHOUT LIMITING THE FOREGOING, SLICKTEXT DOES NOT WARRANT THAT THE WEBSITE, PLATFORM, SERVICES OR PROFESSIONAL SERVICES ARE FREE OF ERRORS, COMPUTER VIRUSES, OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE WEBSITE, PLATFORM, SERVICES PROFESSIONAL SERVICES OR ANY CONTENT THEREON RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, THEN SLICKTEXT WILL NOT BE RESPONSIBLE FOR THOSE COSTS.;
11.3 Acknowledgement. You acknowledge that it is not within the control of SlickText how or for what purposes its Services and Professional Services are used and the allocation of risk in this Agreement is a reflection of this allocation. If any disclaimer or exclusion in this Agreement is determined to be invalid and SlickText becomes liable for damages or loss that may lawfully be limited then that liability will be limited to US $100. SlickText will not be liable to you for any Loss or delay ("Client Delays") arising from any data, instructions, or material supplied, digitally or otherwise, by you or on your behalf, including without limitation data, instructions or materials which are incomplete, inaccurate, illegible, out of sequence or arising from late delivery or non-delivery or in the wrong form or any other fault by you or made on your behalf. SlickText is not responsible for any malfunction, delay, nonperformance and/or other degradation of performance of any of its Services caused by or resulting from any alteration, modification and/or amendments due to changes requested by you or implemented by or on your behalf ("Client Changes") whether or not beyond the scope of Services or Professional Services already being supplied to you. Any work arising from Client Delays or Client Changes may result in additional charges. SlickText will make reasonable efforts to repair and reinstate Service in the event of a Client Delay or Client Change, but may be unable to provide the Services in a timely manner or within the original cost quoted, depending on the scope and severity of the Client Delay or Client Change. If the Client Delay and/or Client Change is the result of an action performed or not performed by you or your agent to whom access to the Platform was given then you will be responsible for paying all costs associated with reinstating and/or repairing the Platform.
12.0 Opt in.
You represent, warrant and covenant that all mobile numbers you provide to SlickText are and will be 100% "opt-in", meaning that all recipients of recipients of messages, including without limitation all SMS, shortcode, MMS, RCS and other messages, have affirmatively elected to receive messages from you in compliance with all Guidelines. You agree to provide upon SlickText's request a detailed written explanation of the method of collecting phone numbers and a guarantee signed by an officer of your company that holders of all mobile numbers on your message recipient list have agreed to receive messages from you. SlickText may, in its sole discretion, suspend or cancel your account if SlickText suspects that any holders of mobile numbers on your list have not opted to receive messages in the manner set forth above and SlickText reserves the right to take any other action it thinks is appropriate.
13.0 Invoices and Pricing.
13.1 Pricing. SlickText reserves the right to make adjustments to the pricing of its Services. SlickTex may raise or lower its prices at any time. No price increase will apply to you until the commencement of the next Renewal Term. Subscriptions to Services are subject to acceptance by SlickText. SlickText will accept your subscriptions to Services when SlickText delivers to you a confirmation of the subscription. That confirmation will be delivered to you via email or through another written communication. SlickText reserves the right to refuse to provide any Service to anyone for any reason.
13.2 Payment and Invoicing. Except for overages or as otherwise agreed in writing with SlickText, payment for Services is due in advance of the period in which those Services will be provided. For example, monthly payments must be paid prior to the month in which Services are provided. Unless otherwise agreed with SlickText in writing, payment for overages are due within thirty (30) days of the expiration of the billing period in which the Services were incurred. You may not receive an invoice. You must pay all amounts in accordance with the plan you have selected, your Sales Order Form, or instructions set forth in the portal for the Services, as applicable. All fees charged are exclusive of any applicable communications service, or telecommunication provider (e.g., carrier), or other administrative fees or surcharges (collectively, “Surcharges”), as calculated by SlickText. You will pay all Surcharges associated with your use of the Services. Surcharges will be shown as a separate line item on your invoice. Late payments will bear interest at the lesser of 1.5% per month or the highest rate allowed by applicable law. Services for both the U.S. and Canada are stated in U.S. dollars. You will pay SlickText via check, ACH, online credit card, or any other method agreed to by SlickText. If you do not pay in advance for the Services, SlickText may suspend provisions of the Services or terminate this Agreement. But you will continue to be obligated to pay for such Services for the full applicable Initial Term or Renewal Term of your Agreement. You acknowledge and agree that in the event of a charge back by a credit card or debit card company or by your bank (or similar action by another payment provider) or any other form of nonpayment by you in connection with payment to SlickText, your Services may be immediately suspended and this Agreement may be terminated, in the sole discretion of SlickText. If your Service is suspended, cancelled, or transferred prior to the end of the then-current Service term, all fees paid are non-refundable in whole or in part and you will remain liable for any fees not yet paid. You acknowledge that SlickText is not obligated to make any refunds under any circumstances. However, if you wish to cancel your Agreement, you will not be invoiced after the expiration of the Initial Term or Renewal Term which was terminated. If you cancel your account, your account will be immediately terminated. Thereafter you will no longer have access to your account and you will lose any textwords (Keywords), subscribers and other data you had prior to cancellation. To cancel your account, you must email email@example.com to make the cancellation request and include the following in the subject line: "Please Cancel SlickText Account". Please allow 48 hours to process the cancelation.
13.3 New Products and Features. SlickText may make certain products and features available to you on trial basis, at no charge. SlickText reserves the right to cancel, suspend, terminate and/or end those service at any time.
13.4 Auto-Payment. If you choose to make automatic payments, via debit card, credit card or automatic bank draft , or ACH, the terms, available at this link "SlickText Autopay Program Terms of Authorization" will apply to those automatic payments and are hereby incorporated into this Agreement by reference. If you end your participation in the auto-payment program, you will continue to be obligated to pay for any Services for which you have enrolled.
14.0 Intellectual Property.
You acknowledge and agree that all SlickText Content and materials available on this Website or as part of the Platform or Services are protected by copyrights, trademarks, service marks, patents, trade secrets, or other proprietary rights and laws. Except as expressly authorized by SlickText you agree not to sell license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from such materials or content.
Reproduction, copying, or redistribution for commercial purposes of any materials or design elements on this Website are strictly prohibited without the express written permission of SlickText. For information on requesting such permission, please contact us at firstname.lastname@example.org.
15.0 Materials Submitted to SlickText.
You hereby grant to SlickText a non-exclusive, royalty-free, worldwide, perpetual license, with the right to sub-license, to reproduce, distribute, transmit, create derivative works of, publicly display and publicly perform any comments and other information (including, without limitation, ideas contained therein for new or improved products and services) you submitted to any public areas of the Website (such as bulletin boards, forums and newsgroups) or by email to SlickText by all means and in any media now known or hereafter developed. You also grant to SlickText the right to use your name in connection with the submitted comments and other information as well as in connection with all advertising, marketing, and promotional material related thereto. You agree that you will have no legal recourse against SlickText for any alleged or actual infringement or misappropriation of any property right in your communications to SlickText. Nothing in this Section 14 affects your rights in Your Content.
16.0 Jurisdiction and Dispute Resolution.
16.1 General. In the interest of resolving disputes between you and SlickText in the most expedient and cost effective manner, you and SlickText agree that any dispute arising out of or in any way related to this Agreement or your use of the Site will be resolved by binding arbitration. This agreement to arbitrate disputes includes all claims arising out of or in any way related to this Agreement or your use of the Website, Platform or Services whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of this Agreement. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS Agreement, YOU AND SLICKTEXT ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION AND THAT THIS AGREEMENT WILL BE SUBJECT TO AND GOVERNED BY THE FEDERAL ARBITRATION ACT.
16.2 Exceptions. Notwithstanding Section 15.1 above, nothing in this Agreement will be deemed to waive, preclude, or otherwise limit the right of either party to: (i) bring an individual action in small claims court; (ii) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (iii) seek injunctive relief in aid of arbitration from a court of competent jurisdiction; or (iv) to file suit in a court of law to address an intellectual property infringement claim.
16.3 Arbitrator. Any arbitration between you and SlickText will be governed by the Federal Arbitration Act and the Commercial Dispute Resolution Procedures and Supplementary Procedures for Consumer Related Disputes (collectively, "AAA Rules") of the American Arbitration Association ("AAA"), as modified by this Agreement, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting SlickText. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.
16.4 Notice; Process. A party who intends to seek arbitration or other legal action must first send a written notice of the dispute to the other party by U.S. Mail ("Notice"). SlickText's address for Notice is:
Slick Innovations, LLC
209 10th Avenue South
Nashville, TN 37203
Attention: Legal Compliance
SlickText may provide Notice to using the email address given when you created your account for the Services.
The Notice must: (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought ("Demand"). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice is received, you or SlickText may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or SlickText must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the dispute is finally resolved through arbitration in your favor with a monetary award that exceeds the last written settlement amount offered by SlickText prior to selection of an arbitrator, SlickText will pay you the highest of the following: (A) the amount awarded by the arbitrator, if any; (B) the last written settlement amount offered by SlickText in settlement of the dispute prior to the arbitrator's award; or (C) $15,000.
16.5 Fees. If you commence arbitration in accordance with this Agreement, SlickText will reimburse you for your payment of the filing fee, unless your claim is for more than $15,000 or as set forth below, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in New York, New York, but if the claim is for $15,000 or less, you may choose whether the arbitration will be conducted: (i) solely on the basis of documents submitted to the arbitrator; (ii) through a non-appearance based telephone hearing; or (iii) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse SlickText for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. Each party agrees that such written decision, and information exchanged during arbitration, will be kept confidential except to the extent necessary to enforce or permit limited judicial review of the award. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator's ruling on the merits. Notwithstanding anything in this Agreement to the contrary, and for the avoidance of doubt, the arbitrator can award injunctive relief as a remedy in any arbitration required under this Section 15.
16.6 No Class Actions. YOU AND SLICKTEXT AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and SlickText agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.
16.7 Modifications to this Arbitration Provision. Except as otherwise provided in this Agreement, if SlickText makes any future change to this arbitration provision, other than a change to SlickText's address for Notice, you may reject the change by sending us written notice within 30 days of the change to SlickText's address for Notice, in which case this arbitration provision, as in effect immediately prior to the changes you rejected, will continue to govern any disputes between you and SlickText.
16.8 Enforceability. If Section 15.6 above is found to be unenforceable or if the entirety of this Section 15 is found to be unenforceable, then the entirety of this Section 15, other than Section 15.9, will be null and void.
16.9 Choice of Law, Venue. This Agreement will be governed by and construed in accordance with the laws of the State of New York. You hereby consent to jurisdiction of the courts in the State of New York to resolve any disputes arising under this Agreement.
You acknowledge that SlickText's decision to provide Service to you is contingent on your compliance with this Agreement and that this Agreement, unless otherwise specified herein, constitutes the entire agreement between you and SlickText and supersedes all prior or contemporaneous communication between you and SlickText. If any part of this Agreement is held invalid or unenforceable, that portion will be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions will remain in full force and effect.
This Agreement may be amended at any time, at the discretion of SlickText. You will be notified of any changes via this Agreement page. If you have any questions, comments, clarifications, or ambiguities, or would like to report any violations the terms of this Agreement please send us your feedback.
18.0 Refer-A-Friend Program
18.1 Program Description. From time to time, SlickText may promote its Refer-a-Friend Program. The SlickText Refer-a-Friend Program (the "Refer-A-Friend Program") allows You to receive the benefit (“Benefit ”) set forth on the promotional materials if You are a paying customer and refer another paying customer to SlickText. "Referred Friend(s)" shall mean any person you 1) refer to SlickText via the mechanism defined by SlickText in the promotional materials, such as a unique URL or promotional code 2) that meets the following criteria: the person (i) does not have an existing or any prior existing account with SlickText and (ii) completes the Committed Action set forth on the Refer-A-Friend promotional materials. The Referred Friend must be physically located in the United States and Canada and must comply with this Agreement in all respects. “Committed Action” means the action that must be fulfilled by a Referred Friend as set forth on the promotional materials.
18.5 Taxation: All taxes due in connection with receipt of any Benefit are Your sole liability. It is the policy of the Refer-A-Friend Program, and in compliance with United States Internal Revenue Service regulations, that we may send an IRS Form 1099-MISC for U.S. residents or other appropriate form to anyone who earns Benefits greater than $600 (USD) in any given calendar year. Depending on the jurisdiction in which you reside, the Program may also send you W-9 and/or additional tax forms, which are required to receive Benefits. We reserve the right to withhold (from your existing account balance) any amount required to be withheld by law or until requested information and forms are received.
18.7 Minors, SPAM. You will not refer any minors to SlickText or use any form of unsolicited commercial e-mail (SPAM) when referring a friend.
18.8 Changes, Cancelation. SlickText reserves the right to change or cancel the Refer-A-Friend Program at any time without prior notice.
19.1 Assignment. You may not be assign this Agreement except with the consent of SlickText. SlickText may assign this Agreement to an affiliate or to a buyer, by merger, operation of law or otherwise, of SlickText or its assets. Subject to the limitations hereinbefore expressed, this Agreement will mutually benefit and be binding upon the parties, their successors and assigns.
19.2 Waiver. No term or provision hereof will be deemed waived and no breach excused, unless such waiver or consent will be in writing and signed by a duly authorized representative, partner or owner of the party claimed to have waived or consented. Should either party consent, waive or excuse a breach by the other party, whether expressed or implied, such will not constitute a consent to, waiver of, or excuse of any other different or subsequent breach.
19.3 Severability. If any provision of this Agreement will be held by a court of competent jurisdiction to be invalid, void, unenforceable, contrary to law or public policy, the remaining provisions will remain in full force and effect.
19.4 Costs. Except as otherwise expressly provided herein, each party will bear its own expenses and costs associated with this Agreement and performance thereof.
19.5 Headings. Headings in this Agreement are for convenience only and will not be used to interpret or construe its provisions
19.6 Must be Over 18. THE WEBSITE, PLATFORM AND SERVICES ARE NOT FOR PERSONS UNDER THE AGE OF 18 OR IF THE AGE OF MAJORITY IS GREATER WHERE YOU LIVE, THAT AGE OF MAJORITY (“AGE OF MAJORITY”). THE WEBSITE, PLATFORM AND SERVICES ARE NOT FOR ANY USERS PREVIOUSLY SUSPENDED OR REMOVED FROM THE WEBSITE, PLATFORM OR SERVICES BY SLICKTEXT. IF YOU ARE UNDER THE AGE OF MAJORITY, THEN YOU MUST NOT USE OR ACCESS THE WEBSITE, PLATFORM OR SERVICES AT ANY TIME OR IN ANY MANNER.By using the Website, Platform or Services, you affirm that either you are at least the Age of Majority.
19.7 Relationship of Parties. In performance of their obligations hereunder, the parties at all times will be independent contractors and nothing contained herein will place the parties in the relationship of partners, joint venturers, principal/agent or employer/employee. Neither party will have the power to obligate or bind the other party, nor will either party hold itself out as having such authority.
19.8 Entire Agreement. This Agreement, including applicable Sales Order Forms, constitutes the entire agreement between you and SlickText with respect to the subject matter hereof, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter herein.
Revised April 27, 2023