Last modified 2023-10-16
Sign Dash Partners, LLC (“SIGN DASH”) makes use of its Billboard Sales Software (“SERVICE”) available to (“SUBSCRIBER”), subject to terms herein (“Agreement”).
SIGN DASH and SUBSCRIBER may each be referred to herein as a “Party” or collectively as “Parties”.
The SERVICE is designed to improve the productivity and accountability of advertising media companies, as demoed by SUBSCRIBER, by providing a means to log interactions with advertisers, track advertising media availability, and create proposals / contracts that can be digitally signed by the advertiser.
1. SIGN DASH provides a software subscription service to which SUBSCRIBER intends to subscribe. This document sets forth the terms pursuant to which SUBSCRIBER will be permitted access to SIGN DASH’s web-based services. The Parties agree as follows:
1.1. SIGN DASH Obligations. SIGN DASH will: (i) make the SERVICE available to SUBSCRIBER pursuant to the terms of this Agreement; (ii) not use SUBSCRIBER Data except to provide the SERVICE to SUBSCRIBER, or to prevent or address service or technical problems, verify Service Improvements, in accordance with this Agreement, or in accordance with SUBSCRIBER’s instructions. SIGN DASH reserves the right to deny access to the Service to anyone at any time in the event that SIGN DASH, in good faith, believes it is necessary for purposes of ensuring SUBSCRIBER’s compliance with this Agreement or to protect the rights, property, and interests of SIGN DASH, its Affiliates, service providers and licensors.
1.2. SUBSCRIBER Obligations. SUBSCRIBER may enable access of the SERVICE solely for the internal business purposes of SUBSCRIBER in accordance with the terms of this Agreement and not for the benefit of any third parties. SUBSCRIBER is responsible for all use of the Service and compliance with this Agreement. SUBSCRIBER shall not: (i) use the Service in violation of applicable Laws or in such a manner as is likely to harm SIGN DASH, its Affiliates, service providers, licensors and/or suppliers; (ii) in connection with the Service, send or store infringing, obscene, threatening, or otherwise unlawful or tortious material, including material that violates privacy rights; (iii) send or store Malicious Code in connection with the Service; (iv) interfere with or disrupt performance of the Service or the data contained therein; or (v) attempt to breach the security of the Services, or access or attempt to access data belonging to third parties; (vi) attempt to gain access to the Service or its related systems or networks in a manner not set forth in this Agreement. SUBSCRIBER shall be liable for the acts and omissions of all of its Employees and Authorized Users.
2.1. Fee Calculation. SUBSCRIBER shall prepay for services. The base subscription service fee is set at the time of initial registration and is based on estimated usage as indicated by SUBSCRIBER. If SUBSCRIBER’s usage exceeds the SUBSCRIBER’S initial plan, SIGN DASH may charge SUBSCRIBER for additional usage. Unless agreed upon in a separate agreement between SIGN DASH and SUBSCRIBER, all usage exceeding initial usage estimates will we billed at a rate of $250 / yr for each additional 100-face block. Any prepaid add-on recurring charges applied during the middle of a billing cycle shall be prepaid at a prorated amount as calculated by SIGN DASH.
2.2. Invoices; Payment. SIGN DASH will submit invoices to SUBSCRIBER for Subscription Service Fees and all other fees due hereunder, and invoiced fees shall be due and payable as provided in the invoice for the Services. Invoices may be sent electronically (by email or otherwise). SUBSCRIBER shall provide SIGN DASH with complete and accurate billing contact information including a valid billing email address. If SUBSCRIBER provides SIGN DASH with auto-draft information, SUBSCRIBER authorizes SIGN DASH to auto-charge SUBSCRIBER for any fees due.
2.3. Non-Payment and Suspension of Service. If SUBSCRIBER’s account is more than thirty (30) days past due, SIGN DASH reserves the right to suspend or terminate the SERVICE immediately, without liability to SUBSCRIBER.
2.4. Refunds. Except for termination without cause by SIGN DASH, all payments for SERVICE will be irrevocable, non-refundable, and non-creditable. In the event that SIGN DASH terminates SUBSCRIBER’s SERVICE without cause, SIGN DASH will refund a prorated amount for services not yet rendered.
2.5. Price Increases. SIGN DASH reserves the right to increase the price of services. SIGN DASH shall not make price increases effective during SUBSCRIBER’s then-current prepaid billing cycle. SIGN DASH shall provide a notice of price increase, to SUBSCRIBER, thirty (30) days prior to the effective date of the price increase.
3. Proprietary Rights.
3.1. Ownership. No title to the intellectual property in the Service is transferred to SUBSCRIBER. Title and full ownership rights to the Service will remain the exclusive property of SIGN DASH and/or its suppliers, and SUBSCRIBER will not acquire any rights to the Service, except as expressly set forth above. The Service is protected by copyright laws and international treaty provisions.
3.2. Access to and Use of Content. SUBSCRIBER has the right to access and use the Service and related documentation subject to the terms of this Agreement.
3.3. Ownership of SUBSCRIBER Data. As between SIGN DASH and SUBSCRIBER, SUBSCRIBER owns its Subscriber Data.
3.4. License to Host SUBSCRIBER Data and Applications. SUBSCRIBER grants SIGN DASH and its Affiliates and applicable contractors a worldwide, limited-term license to host, copy, store, record, transmit, display, view or otherwise use Subscriber Data, as reasonably necessary for SIGN DASH to provide the Services in accordance with this Agreement. Subject to the limited licenses granted herein to SIGN DASH, SIGN DASH acquires no right, title or interest from SUBSCRIBER or SUBSCRIBER’s licensors under this Agreement in or to any of Subscriber Data.
3.5. SUBSCRIBER Recommendations. SIGN DASH shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into the Service any SUBSCRIBER recommendations. SIGN DASH shall have no obligation to incorporate SUBSCRIBER recommendations.
4. Privacy and Security. SIGN DASH has taken reasonable actions to ensure that SUBSCRIBER Data is disclosed only to Authorized Parties. However, SUBSCRIBER acknowledges that the Internet is an open system and SIGN DASH cannot and does not warrant or guarantee that Subscriber Data will not be intercepted by third parties. SIGN DASH disclaims any liability for interception of any Subscriber Data or electronic communications. SIGN DASH may disclose information submitted by SUBSCRIBER or its Authorized Parties to SIGN DASH if required by law or in the event that SIGN DASH, in good faith, believes disclosure is necessary to (i) comply with legal process, or (ii) protect the rights or property of SIGN DASH, its Affiliates, licensors or others. SIGN DASH does not sell or rent Personal Data to third parties for their marketing purposes without SUBSCRIBER’s explicit consent.
5. Limited Warranties; Disclaimer of Warranties.
5.1. Warranty of Title. SIGN DASH warrants to SUBSCRIBER that SIGN DASH is the owner of the Service or otherwise has the right to provide the Service to SUBSCRIBER as set forth in this Agreement without violating any proprietary rights of any third parties.
5.2. Disclaimer. EXCEPT AS PROVIDED IN THIS SECTION 6, SIGN DASH DISCLAIMS, TO THE EXTENT AUTHORIZED BY LAW, ANY AND ALL WARRANTIES, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, (i) WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR WORKMANLIKE EFFORT; (ii) WARRANTIES ARISING THROUGH COURSE OF DEALINGS OR USAGE OF TRADE; AND (iii) WARRANTIES THAT THE SERVICE WILL BE ERROR FREE. WITHOUT LIMITING THE FOREGOING, SIGN DASH EXPRESSLY DISCLAIMS ANY WARRANTY THAT THE SERVICE WILL MEET SUBSCRIBER’S REQUIREMENTS. SUBSCRIBER ASSUMES RESPONSIBILITY FOR SELECTING THE SERVICE TO ACHIEVE SUBSCRIBER’S INTENDED RESULTS, AND FOR THE RESULTS OBTAINED FROM SUBSCRIBER’S USE OF THE SERVICE. SUBSCRIBER SHALL BEAR THE ENTIRE RISK AS TO THE QUALITY AND THE PERFORMANCE OF THE SERVICE. THIS DISCLAIMER APPLIES TO ANY EXPENSES, DAMAGES OR INJURY, REGARDLESS OF THE CAUSE, WHETHER FOR BREACH OF CONTRACT, STRICT LIABILITY, TORTUOUS BEHAVIOR, NEGLIGENCE, OR FOR ANY OTHER CAUSE OF ACTION.
5.3. No Other Warranties. NO ADVICE OR INFORMATION PROVIDED BY SIGN DASH SHALL CREATE ANY WARRANTY.
6. Term; Termination.
6.1. Term of Agreement. This Agreement is effective immediately upon SUBSCRIBER registering and/or using SERVICE. This Agreement shall continue in effect for as long as SUBSCRIBER continues to access or use the Service, whichever occurs later.
6.2. Termination. Either Party may terminate SERVICE upon (30) days prior written notice to the other Party, without cause.
6.3. Effect of Termination. Upon any termination of this Agreement, SUBSCRIBER shall, as of the date of such termination, immediately cease accessing and otherwise utilizing the applicable Service and SIGN DASH Confidential Information. Termination for any reason shall not relieve SUBSCRIBER of the obligation to pay any fees accrued or due and payable to SIGN DASH prior to the effective date of termination and term.
7. General Provisions.
7.1. Notices. All notices under this Agreement shall be in writing and shall be deemed to have been given upon: (i) personal delivery; (ii) the third business day after first class mailing; or (iii) the first business day after sending by email. Notices to SIGN DASH shall be submitted by email to email@example.com. Notices to SUBSCRIBER shall be addressed to the address provided to SIGN DASH pursuant to Section 2.2. Each Party may modify its recipient of notices by providing notice pursuant to this Agreement.
7.2. Force Majeure. Except for SUBSCRIBER’s payment obligations, neither SUBSCRIBER or SIGN DASH shall be liable for any failure or delay in performance under this Agreement for causes beyond that Party’s reasonable control and occurring without that Party’s fault or negligence.
7.3. Governing Law; Waiver of Jury Trial. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Georgia, without regard to the conflicts of law rules thereof. Any claim or dispute arising in connection with this Agreement shall be resolved in the federal or state courts situated in the State of Georgia. Each Party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement. SUBSCRIBER agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.
7.4. Miscellaneous. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. SIGN DASH may amend this Agreement at its sole-discretion from time to time.