Terms of Use

1.1 Component of Agreement

These “Terms of Use” are part of the agreement between you (“you” or the “Customer”) and Slick Innovations, LLC (“SlickText”) and contain some of the terms and conditions for your use of, as applicable, SlickText’s website (SlickText.com, or “Website”), the SlickText “mobile app,” the SlickText messaging service (collectively, with SlickText’s Website and mobile app, the “Platform”) and any other current or future SlickText products and services (collectively, the “Services”). This agreement also includes SlickText’s Acceptable Use Policy (“AUP”), Anti-Spam Policy, Privacy Policy, and Autopay Authorization (collectively, the “Agreement”). Current versions of SlickText’s Terms of Use, AUP, Anti-Spam Policy, Privacy Policy, and AutoPay Authorization can be accessed by clicking on this hyperlink slicktext.com/legal. SlickText may revise and update its Terms of Use and the content on the Website from time-to-time. All changes are effective immediately when posted on SlickText’s Website and apply to all access to and use of the Platform and the Services thereafter. SlickText also reserves the right to withdraw or amend the Platform, and any Service, in SlickText’s discretion and without notice. Certain material on the Platform may become out of date at any given time, and SlickText is under no obligation to update such material. Your continued use of the Platform and the Services following the posting of revised terms means that you accept and agree to all changes. If at any time you find the Agreement unacceptable, you agree to immediately leave the Platform and cease all use of the Services. If there is a conflict or discrepancy between any aspect of SlickText’s Agreement and any communications by one of SlickText’s employees, either verbally or in writing, the Agreement will govern. Services can only be accessed by persons physically located in the United States or Canada.

1.2 Acceptance of the Agreement and Acknowledgement of Fees

By (i) accessing the Platform, (ii) using the Services, (iii) signing a sales order form, or (iv) acknowledging these Terms of Use, you agree you have read and understood this Agreement and agree to: (i) comply with all terms and conditions of the Agreement and (ii) pay all fees and charges for the Services, as shown in the plan you selected when you signed up for the Services, in your quote and/or in the account plan and billing page available when you log in, as may be adjusted in accordance with the Terms of Use, from the effective date of your account to the date of termination of the account and you agree that the Agreement will apply to your account and your use of the Services. You agree that SlickText’s records demonstrating your acceptance of SlickText’s fees by any of the foregoing means will be dispositive in any fee dispute. It is your responsibility to acquire prior to the commencement of the Agreement and at your expense, any technology (e.g., computers and software) required or desirable to access and use the Platform and Services. YOUR USE OF THE PLATFORM AND/OR SERVICES CONSTITUTES YOUR ACCEPTANCE OF AND AGREEMENT TO COMPLY WITH THE AGREEMENT.

1.3 Account Opening

You agree that you are providing true, accurate, current, and complete information regarding your identity, contact information, intended use of the Services, and all other information you provide SlickText when creating your SlickText account and using the Services. You also agree to update your account information promptly, no later than five business days, and as necessary, to keep it current and accurate. SlickText reserves the right to obtain, verify, and record information that identifies each person or entity that opens an account. If you open an account, SlickText may ask for your name, address, taxpayer identification number, and other information that will allow us to identify you and/or your beneficial owner(s). Additionally, SlickText may take certain steps to verify your identity and/or the identity of your beneficial owner(s).

1.4 Commencement of Services

Your account will be deemed active and payment therefor will commence when you first receive access to the Platform, although your payment obligations may be subject to a delay for “trial” periods as set forth in Section 13.4. All fees are deemed earned on the first day of each billing cycle. Your ability to access the Platform as demonstrated by SlickText’s records constitutes proof of delivery of SlickText’s Services. All fees are payable and deemed earned on the first day of each billing period.

1.5 Account Statements

Upon receipt of your monthly or periodic statement (which may include a record of transactions), you will exercise reasonable care and promptness in examining the statement. Customer shall notify SlickText of any good faith billing disputes within sixty (60) days of Customer’s receipt of any invoice being disputed. Customer’s notice shall be sent to [SLICK EMAIL] and shall include a written explanation and accounting sufficiently detailed and substantiated to enable SlickText to investigate Customer’s billing dispute. Pending the parties’ good faith efforts to resolve any such dispute, Customer agrees to pay all undisputed amounts.

1.6 Account Security

You are responsible for the security of your access credentials and all activities that occur through the use of your access credentials. The following Security Procedures are offered by SlickText to each Customer for the purpose of accessing the Platform or Services by authorized account users. The Security Procedures are not used to detect an error in the use of the Platform or Services.

1.7 Reimbursement of SlickText in the Event of a Dispute

You agree to be liable to SlickText for any losses, costs, or expenses (including, without limitation, attorney's fees and court costs) SlickText incurs as a result of any dispute involving your account or use of the Services. In addition to any other rights that SlickText may have in law or equity, you authorize SlickText to charge any such losses, costs, or expenses to your account and your credit card without prior notice to you. This obligation includes without limitation disputes between you and SlickText involving the account and situations where SlickText becomes involved in disputes between you and an authorized person, or a third-party relating to claims of intellectual property infringement or any alleged violation of this Agreement, including its AUP or Anti-Spam Policy (see Section 3.4).

1.8 Account Termination

In all cases, account fees and charges are deemed earned and payable to SlickText through the end of the billing cycle in which termination occurs. Below is a non-exhaustive list of reasons why SlickText may in its discretion terminate your account. If:

1.9 Service Level and Third Party Reliance

Uptime for the Platform is 99.9%, excluding planned maintenance, emergency downtime, and any Force Majeure Event. SlickText may provide and/or designate certain third parties to provide ancillary services in connection with the Platform or the Services, and/or links to the websites or products or services of others (“Third-Party Services”). SlickText has no control over, and no liability for any such Third-Party Services. Any such designations do not constitute an endorsement by SlickText of such Third-Party Services, or the products, or services of such third parties. These third parties operate independently of SlickText and have established their own terms and conditions and policies. Customer acknowledges and agrees that SlickText is not responsible for any damages or losses caused or alleged from using any Third-Party Services.

2.1 Sending Phone Numbers

Your initial sending phone number(s) will be set forth in your plan. You can request a new number or additional numbers through your account. For all questions about the Services provided by such number(s), you can send an email to support@slicktext.com. You acknowledge that prior to your use of the Services, such number(s) must be approved by the carriers.

2.2 Carrier Charges

You must communicate to any recipient of your messages that standard message and data rates may apply to any recipient sending or receiving SMS, MMS, RCS and other messages as required by any applicable Guidelines, defined below in Section 2.7.

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. You must conspicuously notify your recipients of these procedures as required by any applicable Guidelines, defined below in Section 2.7.

2.4 HELP

After a recipient sends the message “HELP” to your sending number, the Platform will send an automated response with instructions about the messaging program they are opted into, how to obtain further information (this will be the email address you provided at sign up), 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, as required by any applicable Guidelines, defined below in Section 2.7.

2.5 Coverage

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.

2.6 Support

Customer and Technical Support for the Platform and Services may be contacted during SlickText’s normal business hours. Consult SlickText’s Website for support hours. SlickText support staff will respond to messages received on holidays or outside normal business hours on the following business day.

2.7 Incorporation of Carrier, CTIA and Other Guidelines and Applicable Law

You agree to use the SlickText Services strictly in accordance with this Agreement and (i) the guidelines of the Cellular Telecommunications Industry Association (“CTIA”), including without limitation “Best Practices,” which is currently available at https://api.ctia.org/wp-content/uploads/2023/05/230523-CTIA-Messaging-Principles-and-Best-Practices-FINAL.pdf, and the “Short Code Monitoring Handbook” which can currently found at https://www.ctia.org/programs and The Campaign Registry 10DLC campaign rules and guidelines, including complete and accurate submissions to it and any of its Vetting Partners (either directly or through us on your behalf), (ii) the Telephone Consumer Protection Act of 1991 and the Federal Communications Commission’s implementing regulations, rules, and orders, including at 47 C.F.R. § 64.1200, (iii) the Canada Wireless Telecommunications Association Guidelines, (iv) the cellular carrier guidelines, and (v) the applicable rules, regulations and laws, including any laws in relation to the content and nature of any advertising or marketing, (such as the Endorsement and Testimonial Guidelines published by the United States Federal Trade Commission (FTC) and the FTC’s Telemarketing Sales Rule, 16 C.F.R. § 310 et seq.), as any of them may be updated, amended or replaced from time-to-time (collectively, the “Guidelines”). SlickText is not responsible for the content of the Guidelines.

2.8 Campaign Representations, including 100% Opt-In

By using the Service, you represent that (i) Your usage and Content, defined below, is in compliance with the Guidelines, including all applicable laws, and (ii) that SlickText’s transmission or delivery of messages to the numbers provided will not violate the Guidelines, including any applicable law. You represent and warrant that all mobile numbers you provide to SlickText in connection with your use of the Services are and will be 100% "opt-in", such that all recipients of your messages sent using the SlickText Services, including all SMS, shortcode, MMS, RCS and other messages, have affirmatively consented to receive messages from you in compliance with all applicable laws and Guidelines, including, without limitation, any state or federal laws that require you to have each message recipient’s prior express written consent, prior express invitation or permission, or any other form of written consent, to send them any given message. You agree to provide upon SlickText’s request a detailed written explanation of the method of collecting phone numbers and opt-ins, 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 it reasonably suspects that any holders of mobile numbers on your list have not opted in to receive your messages in the manner set forth above, and SlickText reserves the right to take any other action it deems appropriate to assess your compliance with this representation and warranty.

2.9 Refuse Your Content

SlickText may refuse, suspend, terminate any communications, campaign, text program or account that, in its opinion or that of a carrier, aggregator, or regulator who provides such opinion to SlickText, is not in compliance with the then-current Guidelines, including any applicable law.

2.10 Granting SlickText Permission to Encode Your Content

You hereby grant SlickText permission to 1) encode Your Content into other formats, 2) 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, but in all events you are solely responsible for the content of your messages.

2.11 External Sites

The 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 your message recipients. You represent the following:

3.2 Prohibited Content

SlickText prohibits the use of its Platform and Services for certain types of text programs and content (“Prohibited Content”). Unless otherwise allowed by SlickText, Prohibited Content includes but is 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, and medication. SlickText reserves the right, in its reasonable discretion, to determine Prohibited Content on a case-by-case basis. You represent and covenant that Your Content does not and will not include Prohibited Content. The mere fact that SlickText has previously conveyed 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 without SlickText’s prior written consent, which SlickText may or may not grant in its 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 reasonable 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 represent, warrant and covenant that Your Content does not and 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,” “malware,” and “spyware.”

3.4 Third Party Intellectual Infringement Policy

3.5 Revising Your Content To Comply

If for any reason SlickText deletes or refuses to transmit any of Your Content pursuant to this Article 3.0, SlickText may in its discretion contact you to inform you of the issue and allow you to revise Your Content to comply with this Agreement and applicable law and permit you to complete the campaign.

4.1 General

Excluding payment obligations, neither party will be liable to the other 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 path or other possible work-around for the original transmission that was prevented because of such Force Majeure Event. 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.

4.2 Payment

In no event will a Force Majeure Event excuse you from paying for Services provided by SlickText. A Force Majeure Event will not relieve you of any financial obligations not affected by the Force Majeure Event.

4.3 Cancellation

Either party may cancel the remainder of Service without damages in the event that a Force Majeure Event continues for fifteen (15) consecutive business days.

4.4 Effect of Termination

Section 1.1-1.8, Sections 2.7, 2.8, Articles 4.0, 6.0, 7.0, 8.0, Section 9.2, Articles 10.0, 11.0, 12.0, and 13.0, inclusive will survive any expiration or termination of this Agreement.

5.1 Term

Unless otherwise set forth in a sales order form issued by SlickText (“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.”

5.2 No Refund for Termination

You may terminate this Agreement at any time by providing prior written email notice to SlickText at support@slicktext.com or following the other procedures set forth in your account prior to the expiration of the then current Term, and such termination shall be effective upon the expiration of your then-current Term. You shall be entitled to no refund for any amounts due or paid to SlickText prior to the effective date of such termination. If you do not terminate this Agreement prior to the expiration of the Initial Term or the applicable Renewal Term, you will be enrolled in, invoiced for and must pay for the following Renewal Term.

5.3 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, text or otherwise. 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. Despite any termination notice, you remain responsible to pay for the applicable Term for which you were enrolled.

5.4 Effect of Termination

Section 1.1-1.8, Sections 2.7, 2.8, 5.2, 5.3, Articles 6.0, 8.0, 10.0, 11.0, and 12.0, and Section 13.2 and Articles 14.0, 15.0, 16.0, and 17.0, and 18.0, inclusive will survive any expiration or termination of this Agreement.

5.5 Liquidated Damages

SlickText will charge you and you will promptly pay SlickText for fees or fines resulting from “Violations” (defined below) if you or Your Content causes SlickText to be fined by a supplier, cellular carrier or aggregator. Such fines may result from phishing, simulated phishing (e.g. for security testing or similar purposes), smishing, social engineering, or any technique used to manipulate someone into sharing private information such as passwords or credit card numbers or sending content that is not legal in the United States. “Violations” means any alleged breach of this Agreement or violations of the Guidelines, including applicable law or the policies of any of SlickText’s mobile carriers or aggregators or your use of the Platform or Services.

7.1 Privacy Policy Incorporated

Your private information will be collected, stored, processed, transmitted, and otherwise handled in accordance with SlickText’s “Privacy Policy” accessible by clicking this link. The Privacy Policy is incorporated into this Agreement as if wholly set forth herein.

7.2 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 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 Platform 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.

7.3 Confidentiality

“Confidential Information” means all tangible, oral, electronic, 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 reasonably 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.

8.1 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 OR SERVICES (COLLECTIVELY “LIABILITY”) THAT ARE BROUGHT ON, BY, OR ARE RELATED TO YOUR USE OF THE PLATFORM, SERVICES, INCLUDING PROFESSIONAL SERVICES, 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 PLATFORM AND SERVICES, INCLUDING PROFESSIONAL SERVICES 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. EXCEPT WHERE PROHIBITED BY APPLICABLE LAW, SLICKTEXT’S LIABILITY, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE ARISING FROM THIS AGREEMENT IS LIMITED TO U.S. $100.

NO WARRANTIES

EXCEPT AS SET FORTH ABOVE, SLICKTEXT OFFERS NO WARRANTIES WITH REGARDS TO THE PLATFORM OR SERVICES, INCLUDING PROFESSIONAL SERVICES. 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, SLICKTEXT DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM OR SERVICES, INCLUDING PROFESSIONAL SERVICES, WILL MEET YOUR REQUIREMENTS; OR THAT THE PLATFORM OR SERVICES, INCLUDING PROFESSIONAL SERVICES, WILL BE UNINTERRUPTED, TIMELY, OR ERROR-FREE. EXCEPT AS SET FORTH ABOVE, SLICKTEXT HEREBY DISCLAIMS 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 PLATFORM AND SERVICES, INCLUDING PROFESSIONAL SERVICES. WITHOUT LIMITING THE FOREGOING, SLICKTEXT DOES NOT WARRANT THAT THE PLATFORM OR SERVICES, INCLUDING PROFESSIONAL SERVICES, ARE FREE OF ERRORS, COMPUTER VIRUSES, OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE PLATFORM, OR SERVICES, INCLUDING 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; AND YOU ACKNOWLEDGE AND AGREE THAT THIS LIMITATION OF LIABILITY AND DISCLAIMER IS INTENDED TO BE VERY BROAD AND YOU HEREBY WAIVE AND RELINQUISH ANY RIGHTS OR BENEFITS YOU MAY HAVE UNDER ANY STATE OR FEDERAL LAW OR LEGAL PRINCIPLE DESIGNED TO INVALIDATE RELEASES OF UNKNOWN OR UNSUSPECTED CLAIMS TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, YOUR CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED. This Warranty set forth in this Agreement gives you specific legal rights. You may have others which vary from state/country to state/country. Because some states/countries do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you.

8.2 Acknowledgement

You acknowledge that it is not within the control of SlickText how or for what purposes its Platform and 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.

9.1 Pricing

SlickText reserves the right to make adjustments to the pricing of its Services. SlickText 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 acceptance of your subscriptions to Services vests only 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 legally permissible reason.

9.2 Payment and Invoicing

Except for overages, Surcharges 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. 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 this 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, and you agree to reimburse SlickText for all such charge backs or similar fees it incurs in this connection. 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. 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 subscribers and other data you had prior to cancellation. To cancel your account, you must email info@slicktext.com to make the cancellation request and include the following in the subject line: “Please Cancel SlickText Account”.

9.3

In addition to SlickText’s fees for Services and Professional Services, you agree to pay to SlickText any sales, use or similar (VAT, GST) taxes (“Taxes”) that SlickText is required to or authorized to collect from you as additions to SlickText’s fees for Services or Professional Services, or if we do not charge Taxes to pay directly any applicable Taxes to the applicable tax authority. If SlickText does not collect Taxes and a taxing authority assesses Taxes against SlickText based on SlickText’s failure to collect or pay Taxes, you agree to reimburse SlickText the amount of assessed Taxes attributable to SlickText’s prior sales to you. You must substantiate any claim of exemption from any Tax. Tax-exempt entities must provide SlickText with a copy of their tax-exemption certificate.

9.4 New Products and Features

SlickText may make certain products and features available to you on a trial basis at no charge. SlickText reserves the right to cancel, suspend, terminate and/or end those services at any time.

9.5 Auto-Payment

If you choose to make automatic payments, via debit card, credit card, automatic bank draft, or ACH, the terms are 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 terminate your participation in the auto-payment program, you will continue to be obligated to pay for any Services for which you have enrolled.

10.1 Platform and Services

You acknowledge and agree that all SlickText Content and materials available on its Platform or as part of the 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 the Platform or Services are strictly prohibited without the express written permission of SlickText. For information on requesting such permission, please contact us at support@slicktext.com.

10.2 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.

12.1 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 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.

12.2 Exceptions

Notwithstanding Section 16.1 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 arbitration-award 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.

12.3

If the Customer is a citizen of or domiciled in the United States, any dispute, controversy, or claim arising out of, relating to, or in connection with this Agreement, including with respect to the formation, applicability, breach, termination, invalidity or enforceability thereof, (the “Dispute”) will be finally settled by binding arbitration in accordance with the Commercial Rules of the American Arbitration Association. (the “Rules”).

12.4

The Dispute will be determined by a sole arbitrator. The arbitrator will be selected in accordance with the Rules. The Parties expressly delegate to the arbitrator the power and authority to rule on the arbitrator’s own jurisdiction, including any objections with respect to arbitrability, to the existence, scope, or validity of the arbitration agreement, or with respect to whether all of the claims, counterclaims, and setoffs made in the arbitration may be determined in a single arbitration, without any need to refer such matters first to a court.

12.5

The seat of the arbitration will be the State of Tennessee. Should it become necessary for a court to compel arbitration, the Parties expressly agree and acknowledge that the court’s order will compel arbitration in the State of Tennessee.

12.6

Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

12.7

The Parties agree that the prevailing party will be entitled to an award of its costs and expenses, including an award of reasonable attorney’s fees (the “Costs”) and the arbitrator is required to award Costs to the prevailing party.

12.8

If any party files a court action arising out of or relating to a Dispute, including the determination of the scope or applicability of agreement to arbitrate, to compel or stay arbitration, or to confirm, vacate or modify the arbitration award, the prevailing party will be entitled to recover its reasonable attorney’s fees and other costs incurred in such court action and the court in which such action is brought will award such reasonable attorney’s fees and costs to the prevailing party.

12.9

In any action brought to enforce an arbitration award or judgment confirming an arbitration award, the prevailing party will be entitled to recover its reasonable attorney’s fees and other costs incurred in such court action and the court in which such action is brought will award such reasonable attorney’s fees and costs to the prevailing party.

12.10

This agreement to arbitrate will be binding upon the successors, assignees, representatives, spouses and any trustee or receiver of any party.

12.11

For the avoidance of doubt, the Parties agree that no claims on a class, collective or representative basis will be brought in the arbitration process contemplated hereunder, and the arbitrator will have no power to hear any such claims. IN ADDITION, THE PARTIES HERETO WAIVE ANY RIGHT TO BRING OR PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE ACTION AGAINST EACH OTHER IN CONNECTION WITH ANY DISPUTE, AS DEFINED IN THIS SECTION 16, OR ANY OTHER CONTROVERSY ARISING OUT OF, CONNECTED WITH, OR RELATING IN ANY WAY TO SLICKTEXT’S BUSINESS OR AFFAIRS OR TO THIS AGREEMENT

THE PARTIES UNDERSTAND THAT, ABSENT THIS AGREEMENT TO ARBITRATE, THEY WOULD HAVE THE RIGHT TO SUE EACH OTHER IN COURT, AND THE RIGHT TO A JURY TRIAL, BUT THEY GIVE UP THOSE RIGHTS VOLUNTARILY AND AGREE TO RESOLVE ANY AND ALL GRIEVANCES BY ARBITRATION.

12.12 Dispute Resolution Confidentiality

The Parties, any arbitrator, and their respective agents or representatives, will keep confidential and will not disclose to any non-party the existence of the arbitration, non-public materials and information disclosed or provided in the arbitration by any party, or orders or awards made in the arbitration (collectively, the “Dispute Confidential Information”). If a party or an arbitrator wishes to involve a non-party in the arbitration — including a fact or expert witness, stenographer, translator or any other person — the party or arbitrator(s) will make reasonable efforts to secure the non-party’s advance agreement to preserve the confidentiality of the Dispute Confidential Information, consistent with this provision. Notwithstanding the foregoing, a party may disclose Dispute Confidential Information to the extent necessary to:

13.1 Assignment

You may not assign this Agreement except with the prior written 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.

13.2 Compliance with Laws

You represent and warrant that you are not (i) acting, directly or indirectly, on behalf of terrorists, terrorist organizations or narcotics traffickers, including those persons or entities that appear on the Annex to Executive Order No. 13224 (Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism) (the “Executive Order”), or are included on any relevant lists maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, U.S. Department of State, the U.S. Department of Commerce or other U.S. government agencies, all as may be amended from time-to-time, and (ii) in violation of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Action of 2001, Public Law 107-56, as amended, the Executive Order, or any applicable anti-money laundering or anti-terrorism Laws. To facilitate the foregoing, SlickText may require you to deliver a government issued identification document, certified by a professional acceptable to SlickText. SlickText’s Platform and Services are open to the U.S. and Canadian public without regard to race, color, sex, religion, familial status, disability, or national origin.

13.3 Electronic Communications

When you visit the Platform, use SlickText’s Services or send e-mails to us, you are communicating with us electronically and you consent to receive electronic communications from us. SlickText also sends notices by post, email, or facsimile, using the contact details you provide to us. SlickText uses email extensively, but as you are aware email is not fully secure and may be intercepted by third parties. Unless you advise us otherwise in writing you agree to SlickText’s use of email for correspondence regarding instructions both with you and third parties. In keeping with information security best practices for confidentiality, SlickText recommends encrypting all sensitive data you send to us. SlickText will communicate with you by e-mail or by posting notices on SlickText’s Website. You agree that all agreements, notices, disclosures, and other communications that SlickText provides to you electronically satisfy any legal requirement that such communications be in writing.

13.4 Confidentiality and Non-Disparagement

You agree to maintain this Agreement and all details regarding the Platform and Services in strictest confidence and not to disclose, publish or divulge such information to any third party; provided that you may disclose this Agreement to your attorneys and advisors, or as required by law or any governmental or regulatory agency or judicial proceeding. You further agree that, unless required to do so by legal process, you and your affiliates will not make or cause to be made any disparaging statements or representations, either directly or indirectly, whether orally or in writing, by word or gesture, to any person whatsoever, about SlickText, its affiliates, or any of its directors, officers, employees, attorneys, agents, or representatives or persons affiliated with the Platform or Services. For purposes of this paragraph, a disparaging statement or representation is any communication that if publicized to another would cause or tend to cause the recipient of the communication to question the business condition, integrity, competence, good character, or product quality of the person or entity to whom the communication relates.

13.5 Legal Proceedings

Unless SlickText receives an order from a court of competent jurisdiction that directs SlickText not to act, SlickText will comply with any legal proceedings applicable to your account. You agree that if you and/or your account become involved in legal proceedings and SlickText receives a legal document or other notice that SlickText believes requires it to supply information on your account or to suspend your account, SlickText is authorized to do so regardless of whether you appeared in those proceedings. If this occurs, use of your account, SlickText’s Platform or Services may become restricted and SlickText may charge you for its internal and out-of-pocket costs to comply with such orders.

13.6 Cooperation With Investigation

You agree, in the event of any claim arising from your account or your use of the Services, to cooperate and assist both SlickText and any law enforcement authorities in connection with any investigation and prosecution of any suspected wrongdoer. You understand and agree that failure to cooperate may result, in SlickText (at its sole discretion) closing your account and dishonoring any claim which you have made against SlickText.

13.7 Quality Control

You agree that SlickText’s supervisory personnel may listen to and record telephone calls, and review correspondence, between you and SlickText’s representatives in order to evaluate the quality of SlickText’s service to you and to other customers.

13.8 Time of the Essence

You acknowledge and agree that TIME IS OF THE ESSENCE with respect to your performance of your obligations and actions required or permitted under this Agreement. In the event you fail to complete such actions within the time prescribed, you will be in default, and subject to all remedies available at law, equity, or hereunder.

13.9 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.

13.10 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.

13.11 Costs

Except as otherwise expressly provided herein, each party will bear its own expenses and costs associated with this Agreement and performance thereof.

13.12 Headings

Headings in this Agreement are for convenience only and will not be used to interpret or construe its provisions

13.13 Must be Over 18

THE 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 PLATFORM AND SERVICES ARE NOT FOR ANY USERS PREVIOUSLY SUSPENDED OR REMOVED FROM THE PLATFORM OR SERVICES BY SLICKTEXT. IF YOU ARE UNDER THE AGE OF MAJORITY, THEN YOU MUST NOT USE OR ACCESS THE PLATFORM OR SERVICES AT ANY TIME OR IN ANY MANNER. By using the Platform or Services, you affirm that either you are at least the Age of Majority.

13.14 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.

13.15 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.