Terms and Conditions

1. Agreement to Terms

These Terms and Conditions (“Terms”) constitute a legally binding agreement between you and RelaySignal (“RelaySignal,” “we,” “us,” or “our”), governing your access to and use of the RelaySignal platform, our websites at relaysignal.io and relaysignal.org (collectively, the “Site”), and all related services, features, and content (collectively, the “Services”).

By accessing or using the Services, creating an account, or clicking “I agree,” you confirm that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you are using the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

If you do not agree to these Terms, you must not access or use the Services.

2. Definitions

• “Organization” means any school, nonprofit, educational institution, advising program, or other entity that accesses the Services through a paid or trial account.
• “Authorized User” means any individual authorized by an Organization to access and use the Services on its behalf, including administrators, advisors, and staff.
• “End User” means any student, parent, guardian, or other individual who receives communications sent through the platform on behalf of an Organization.
• “Content” means any text, data, messages, files, or other materials submitted to or transmitted through the Services.
• “End User Data” means any personal information about End Users that an Organization uploads, imports, or transmits through the Services.

3. Eligibility and Account Registration

3.1 Eligibility

The Services are intended for use by organizations and their authorized representatives. You must be at least 18 years of age and have the legal authority to enter into these Terms on behalf of yourself or your organization. The Services are not intended for direct use by minors.

3.2 Account Creation

To access the Services, you must register for an account and provide accurate, complete, and current information. You agree to update your account information as necessary to keep it accurate and current.

3.3 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You agree to notify us immediately at support@relaysignal.io if you become aware of any unauthorized access to or use of your account. RelaySignal is not liable for any loss or damage arising from unauthorized use of your account.

3.4 Account Types

RelaySignal may offer different account tiers or subscription plans with varying features and usage limits. The specific features available to your account will depend on the plan you select. We reserve the right to modify plan offerings and pricing with reasonable notice.

4. Services Description

4.1 Platform Overview

RelaySignal is a student engagement and communication platform that enables Organizations to send transactional and informational SMS messages to students, parents, and other End Users who have explicitly opted in to receive such communications. The Services include tools for message composition, workflow automation, contact management, integration with student information systems, and reporting and analytics.

4.2 SMS Messaging Services

As part of the Services, RelaySignal facilitates the delivery of SMS messages from Organizations to their End Users via third-party telecommunications carriers and messaging providers, including Twilio. Message delivery is subject to carrier availability, network conditions, and applicable regulations. RelaySignal does not guarantee message delivery and is not responsible for delays or failures caused by third-party carriers or network conditions.

Message and Data Rates: Standard message and data rates may apply to End Users receiving SMS messages through the platform. End Users are responsible for any charges imposed by their mobile carrier.

Opt-Out: End Users may opt out of receiving SMS messages at any time by replying STOP to any message. End Users may reply HELP for assistance information. Organizations are required to honor opt-out requests promptly and in accordance with applicable law.

Message Frequency: Message frequency will vary depending on the Organization's use of the platform and the nature of the communications. Organizations are responsible for managing their messaging frequency in a manner that is compliant with applicable law and respectful of End Users.

4.3 Integrations

RelaySignal may offer integrations with third-party platforms, including student information systems and advising tools. Your use of such integrations is subject to the terms and privacy policies of the applicable third-party providers. RelaySignal is not responsible for the functionality, availability, or data practices of third-party platforms.

5. Acceptable Use and Prohibited Conduct

5.1 Permitted Use

You agree to use the Services only for lawful purposes and in accordance with these Terms. Organizations may use the Services to send transactional and informational SMS messages to End Users who have provided explicit, documented consent to receive such communications.

5.2 Prohibited Conduct

You agree that you will not:

• Use the Services to send unsolicited messages (spam) or messages to individuals who have not provided explicit consent;
• Use the Services to send messages that are deceptive, misleading, fraudulent, or in violation of any applicable law or regulation;
• Use the Services to send messages containing illegal content, harassment, hate speech, threats, explicit sexual content, or content that promotes violence;
• Use the Services in violation of the Telephone Consumer Protection Act (TCPA), the CAN-SPAM Act, CTIA guidelines, or any other applicable federal, state, or local law or regulation governing electronic communications;
• Attempt to circumvent or disable any security features of the platform;
• Reverse engineer, decompile, or disassemble any portion of the Services;
• Use the Services to collect or harvest personal information without authorization;
• Impersonate any person or entity or misrepresent your affiliation with any person or entity;
• Interfere with or disrupt the integrity or performance of the Services or the data contained therein;
• Use automated tools to access the Services in a manner that exceeds reasonable usage or violates these Terms;
• Resell or sublicense access to the Services without our express written consent.

5.3 Consequences of Violations

We reserve the right to investigate any suspected violations of these Terms. If we determine that a violation has occurred, we may take any action we deem appropriate, including suspending or terminating your account, reporting the violation to law enforcement authorities, and pursuing legal remedies.

6. SMS Compliance Obligations

Organizations using the SMS messaging features of RelaySignal agree to comply fully with all applicable laws and regulations governing SMS communications, including but not limited to:

• Telephone Consumer Protection Act (TCPA): Organizations are solely responsible for obtaining and maintaining proper written consent from End Users prior to sending any SMS messages through the platform, in compliance with TCPA requirements.
• CTIA Messaging Principles and Best Practices: Organizations agree to follow the CTIA's published guidelines for A2P messaging, including requirements for opt-in, opt-out, and message content.
• 10DLC Registration: Organizations acknowledge that A2P SMS messaging in the United States requires registration of the sending brand and campaign with The Campaign Registry (TCR) through a Registered Service Provider. Organizations are responsible for ensuring their use of the Services complies with 10DLC registration requirements.
• Consent Records: Organizations are responsible for maintaining accurate records of End User consent, including the date, method, and scope of consent obtained.
• Opt-Out Compliance: Organizations must honor all opt-out requests from End Users within the timeframe required by applicable law and must not send further messages to End Users who have opted out.

RelaySignal provides tools and infrastructure to facilitate compliant messaging but does not assume responsibility for an Organization's compliance with applicable laws. Organizations are solely responsible for their own compliance.

7. Content and Data

7.1 Organization Content

You retain ownership of all Content and End User Data that you submit to the Services. By submitting Content to the Services, you grant RelaySignal a limited, non-exclusive, worldwide license to use, process, store, and transmit your Content solely as necessary to provide and improve the Services.

7.2 Content Standards

You represent and warrant that all Content you submit through the Services: (a) is accurate and not misleading; (b) does not infringe the intellectual property rights of any third party; (c) does not violate any applicable law or regulation; and (d) does not contain malicious code or harmful components.

7.3 End User Data

You represent and warrant that you have all necessary rights, permissions, and consents to upload, transmit, and process End User Data through the Services. You agree to handle End User Data in compliance with all applicable privacy laws, including COPPA where End Users are minors under the age of 13.

7.4 Data Security

You are responsible for maintaining appropriate security measures to protect your account credentials and the End User Data you manage through the Services. You agree to notify us promptly at support@relaysignal.io if you become aware of any actual or suspected breach involving End User Data processed through the platform.

7.5 RelaySignal Content

All content, features, and functionality of the Services, including but not limited to text, graphics, logos, icons, software, and underlying code, are owned by RelaySignal or its licensors and are protected by applicable intellectual property laws. You may not reproduce, distribute, modify, or create derivative works of any RelaySignal content without our express written permission.

8. Fees and Payment

8.1 Subscription Fees

Access to the Services may require payment of subscription fees as specified in your selected plan. All fees are stated in U.S. dollars and are non-refundable except as expressly set forth in these Terms or required by applicable law.

8.2 Billing

By providing payment information, you authorize RelaySignal to charge the applicable fees to your payment method on a recurring basis in accordance with your selected plan. You are responsible for keeping your billing information current and accurate.

8.3 Taxes

You are responsible for all applicable taxes associated with your use of the Services, excluding taxes based on RelaySignal's net income.

8.4 Price Changes

We reserve the right to modify our pricing at any time. We will provide reasonable advance notice of any price changes. Your continued use of the Services after a price change constitutes your acceptance of the new pricing.

8.5 Late Payments

If any fees are not paid when due, we reserve the right to suspend your access to the Services until all outstanding amounts are paid in full.

9. Term and Termination

9.1 Term

These Terms remain in effect for as long as you maintain an account with RelaySignal or use the Services.

9.2 Termination by You

You may terminate your account at any time by contacting us at support@relaysignal.io or through the account settings in the platform. Termination does not entitle you to a refund of any prepaid fees.

9.3 Termination by RelaySignal

We reserve the right to suspend or terminate your access to the Services at any time, with or without notice, for any reason, including if we reasonably believe that you have violated these Terms, engaged in fraudulent activity, or if continued provision of the Services poses a risk to RelaySignal, other users, or third parties.

9.4 Effect of Termination

Upon termination of your account: (a) your right to access and use the Services will immediately cease; (b) we may delete your account data in accordance with our data retention policies; and (c) any provisions of these Terms that by their nature should survive termination will survive, including Sections 7, 10, 11, 12, and 13.

10. Disclaimers

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, RELAYSIGNAL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

RELAYSIGNAL DOES NOT WARRANT THAT: (A) THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; OR (D) SMS MESSAGES TRANSMITTED THROUGH THE PLATFORM WILL BE DELIVERED TO END USERS IN A TIMELY MANNER OR AT ALL.

11. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL RELAYSIGNAL, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF OR INABILITY TO USE THE SERVICES, EVEN IF RELAYSIGNAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT WILL RELAYSIGNAL'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY YOU TO RELAYSIGNAL IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM OR (B) ONE HUNDRED DOLLARS ($100).

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

12. Indemnification

You agree to defend, indemnify, and hold harmless RelaySignal, its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with: (a) your use of the Services; (b) your Content or End User Data; (c) your violation of these Terms; (d) your violation of any applicable law or regulation, including TCPA and CTIA guidelines; (e) your failure to obtain proper consent from End Users; or (f) any claim by an End User arising from communications you sent through the platform.

13. Governing Law and Dispute Resolution

13.1 Governing Law

These Terms and any disputes arising out of or related to them or the Services will be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions.

13.2 Dispute Resolution

In the event of any dispute, claim, or controversy arising out of or relating to these Terms or the Services, the parties agree to first attempt to resolve the dispute informally by contacting RelaySignal at support@relaysignal.io. If the dispute is not resolved within thirty (30) days, either party may pursue formal legal remedies.

13.3 Venue

Any legal action or proceeding arising out of or related to these Terms will be brought exclusively in the state or federal courts located in Los Angeles County, California. You consent to the personal jurisdiction of such courts.

13.4 Waiver of Class Actions

TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.

14. General Provisions

14.1 Entire Agreement

These Terms, together with our Privacy Policy and any other agreements or policies referenced herein, constitute the entire agreement between you and RelaySignal with respect to the Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties.

14.2 Modifications

We reserve the right to modify these Terms at any time. When we make material changes, we will update the “Last Updated” date and, where appropriate, notify you by email or through the platform. Your continued use of the Services after any modifications constitutes your acceptance of the updated Terms.

14.3 Waiver

Our failure to enforce any provision of these Terms will not be deemed a waiver of our right to enforce such provision in the future.

14.4 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect.

14.5 Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations under these Terms without restriction.

14.6 Force Majeure

RelaySignal will not be liable for any delay or failure to perform resulting from causes outside our reasonable control, including acts of God, natural disasters, pandemic, war, terrorism, riots, government actions, or failures of third-party service providers including telecommunications carriers.

14.7 No Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights.

15. Contact Us

If you have any questions about these Terms or the Services, please contact us at: