Terms of Service
digidial (“Us”, “Our”, “We”) enables its users (“They“, “Their“, “You“ or “Your“), via its website (http://digidial.com) (the “Website”), its API, its services or other means, to execute any the following (collectively “Services”):
Automated message deliver
- Automated broadcast phone messaging
- Multi-district broadcast press-to-patch programs
- Inbound patch-through and message capture services
- Other custom message delivery services
- Click to Text SMS platform
- Click to Dial mobile phone call platform
- Customizable automated phone surveys
- Online surveys
- SMS surveys
- Phone disposition tracking
- External ID tracking for file match-backs
Your use of the website is subject to the terms and conditions set forth in these Terms of Service (the “Terms of Service” or “Agreement”).
PLEASE READ THE TERMS OF SERVICE CAREFULLY. BY ACCESSING OR USING THE WEBSITE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND TO ALL THE TERMS OF OUR TERMS OF SERVICE. IF YOU DO NOT AGREE TO THESE TERMS, EXIT THIS PAGE AND DO NOT ACCESS OR USE THE WEBSITE.
YOU AGREE TO INCORPORATE ALL OF THE TERMS OF THIS AGREEMENT INTO YOUR ARRANGEMENTS WITH THE USERS OF YOUR SERVICES, AND TO ENFORCE SUCH TERMS. IF YOU ARE ACCEPTING THESE TERMS OF SERVICE ON BEHALF OF YOUR EMPLOYER OR ANOTHER ENTITY, YOU REPRESENT AND WARRANT THAT: (I) YOU HAVE FULL LEGAL AUTHORITY TO BIND YOUR EMPLOYER, OR THE APPLICABLE ENTITY, TO THESE TERMS OF SERVICE; (II) YOU HAVE READ AND UNDERSTAND THE TERMS OF SERVICE; AND (III) YOU AGREE, ON BEHALF OF THE PARTY THAT YOU REPRESENT, TO THESE TERMS OF SERVICE.
1. Updates to Terms of Service.
We may amend this agreement in our discretion. When we do this, We will post the changes on our website and will indicate in writing the date these terms were last revised. Your continued use of the Services after the new effective date will constitute Your acceptance of such amendments. It is Your responsibility to review this agreement, and We encourage You to visit our website often.
In addition, when using particular Services or features on the Website, You will be subject to any posted guidelines or policies applicable to such Services or features or that may be posted from time to time, including but not limited to the Terms of Service as noted below. All such guidelines or policies are hereby incorporated by reference into these Terms of Service
2. Responsibility, Awareness of Certain Laws.
Prior to using this site or the Services, "You" (i.e., each end user, reseller, or other party accessing the site) shall be fully aware of the relevant laws and regulations potentially affecting all of uses the uses You intend to make of the Services. Without in any way limiting the general nature of the Representations and Warranties set forth below or the covenant in the preceding sentence, You agree that You are aware of the substance and requirements of the laws and regulations contained on the following websites, as well as any other pertinent federal or state laws potentially applicable to use of the Services by You:
http://www.donotcall.gov (Do Not Call Registry)
http://www.ftc.gov (Federal Trade Commission and the Telemarketing Sales Rule)
http://www.fcc.gov (Federal Communications Commission and the Telephone Consumer Protection Act)
You agree that neither You nor any third parties contracted by You, will make any use of the digidial system in a way that violates any of these laws or regulations, including through use of any artificial prerecorded voice message.
3. Intellectual Property.
digidial reserves the right to enforce its intellectual property rights to the fullest extent of the law. You may not, nor allow any third party to, copy, distribute, sell, disclose, lend, transfer, convey, modify, decompile, disassemble or reverse engineer the Website for any purpose whatsoever. For the avoidance of doubt, Your use of the Website is solely and exclusively under the limited license granted herein and You will not obtain any ownership interest therein through these Terms of Service or otherwise. Subject to Your acceptance of and compliance with these Terms of Service, ongoing compliance with these Terms of Service, and payment if and as required for your right to use the Website, digidial hereby grants to you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the term of these Terms of Service in and under our intellectual property rights in the Website, solely in accordance with these Terms and Conditions.
4. Termination of Services.
These Terms of Service are in effect during the entirety of your use of digidial’s Services, and will remain in effect until your account is terminated by you or digidial. You may terminate your account with digidial at any time. We may suspend your right and license to use any or all Services or terminate your account in its entirety for any reason or for no reason, at our discretion, by providing ten (10) days’ advance notice. If digidial determines that providing advance notice would negatively impact digidial’s ability to provide Services, digidial may suspend your right and license to use any or all Services or terminate Your account without notice.
digidial may suspend your right and license to use the Service or terminate Your account for cause effective as set forth below: Immediately upon our notice to You if (i) You violate any provision of these Terms of Service or We have reason to believe that You have violated these Terms of Service, (ii) there is an unusual spike or increase in Your use of the Services for which there is reason to believe such traffic or use is fraudulent and/or negatively impacting the operating capability of the Service; (iii) We determine, in our sole discretion, that Our provision of any of the Services to You is prohibited by applicable law, or has become impractical or unfeasible for any legal or regulatory reason; or (iv) You become the subject of a voluntary or involuntary bankruptcy or similar proceeding, or make an assignment for the benefit of creditors; and immediately and without notice if You are in default of any payment obligation with respect to any of the Services or if any payment mechanism You have provided to us is invalid or charges are refused for such payment mechanism.
Upon our suspension of Your use of any Services, in whole or in part, for any reason: (i) fees will continue to accrue for any Services that are still in use by You; (ii) you remain liable for all fees, charges and any other obligations You have incurred through the date of suspension with respect to the Services; and (iii) all of Your rights with respect to the Services shall be terminated during the period of the suspension. Upon termination of your account for any reason: (i) You remain liable for all fees, charges and any other obligations You have incurred through the date of termination with respect to the Services; and (ii) all of Your rights under these Terms of Service shall immediately terminate. Notwithstanding such termination or suspension, You will continue to be subject to the “Responsibility, Awareness of Certain Laws”, “Intellectual Property”, “The Term”, “Downtime”, “Security”, “Fees”, “Content,” “Representations, Warranties & Obligations,” “Notices”, “Exclusion of Damages; Limitation Of Liability”, “Force Majeure” of these Terms of Service. Except as otherwise expressly stated in these Terms of Service, You agree that digidial shall not be liable to You or to any third party for any modification, suspension or discontinuation of the Website.
Your access to and use of the Services may be suspended for the duration of any unanticipated or unscheduled downtime or unavailability of any portion or all of the Services for any reason, including as a result of power outages, system failures or other interruptions; and (ii) We shall also be entitled, without any liability to You, to suspend access to or shut down all of the Services at any time (a) for scheduled downtime to permit Us to conduct maintenance or make modifications to any of the Services; (b) in the event of a denial of service attack or other attack on the Services or other event that We determine, in Our sole discretion, may create a risk to the Services, to You or to any of Our other customers if the Services were not suspended; or (c) in the event that We determine that any of the Services are prohibited by applicable law or We otherwise determine that it is necessary or prudent to do so for legal or regulatory reasons including and not limited to attempting additional calls per second than allowed or spamming end users in a prohibited manner. digidial shall have no liability whatsoever for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that You may incur as a result of any Service Suspension. To the extent We are able, We will endeavor to provide You notice of any Service Suspension and to post updates regarding resumption of Services following any such suspension, but shall have no liability for the manner in which We may do so or if We fail to do so.
We strive to keep information you provide to us secure, but cannot guarantee that We will be successful at doing so. You acknowledge that You bear sole responsibility for adequate security, protection and backup of Your content including all audio recordings associated with Your account. digidial will have no liability to you for any unauthorized access or use, corruption, deletion, destruction or loss of any of Your content.
The fees to be paid to digidial communicated to You by writing or in our website will apply for the corresponding quantity of calls or programs scheduled by You. digidial may issue a price change to You without advance notice. Your continued use of the Services after a price change becomes effective constitutes Your agreement to pay the changed amount. Unless otherwise confirmed by Us in writing, You agree to pay digidial in advance for the Services, without the right of set-off or counterclaim. digidial will not be obliged to perform any Services under this Agreement if You have not provided payments.
You agree to pay any carrier costs, such as fees for porting your existing telephone numbers into or out of the Services. As such, digidial reserves the right to increase or add new fees to any of its Services without advance notice. Your continued use of the Services after a price change becomes effective constitutes your agreement to pay the changed amount. All fees payable by You are exclusive of applicable taxes and duties, including, without limitation applicable federal, state, local and sales tax. You are responsible for any charges imposed on digidial by a carrier related to government fees for telecommunications, including but not limited to, Universal Service Fund fees, if applicable.
We may specify the manner in which You will pay any fees, and any such payment shall be subject to our general accounts receivable policies from time to time in effect. All amounts payable by You under these Terms of Service will be made without setoff or counterclaim and without deduction or withholding. If any deduction or withholding is required by applicable law, You shall notify us and shall pay such additional amounts to us as necessary to ensure that the net amount that We receive, after such deduction and withholding, equals the amount We would have received if no such deduction or withholding had been required. Additionally, You shall provide Us with documentation that the withholding and deducted amounts have been paid to the relevant taxing authority.
8. Content and Data.
All Content, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such content. You acknowledge that all Content transmitted by You using the Website is at Your own risk and You will be solely responsible and liable for any damage or loss to You or any other party resulting therefrom. For purposes of these Terms of Service, the term “Content” includes, without limitation, any location information, audio clips, phone numbers, information, data, text, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on the Website.
Notwithstanding any other provision of these Terms, digidial shall have the right to use or provide to any third-party, any information or data associated with individual telephone numbers called or texted, including without limitation the results of calls or texts, and any other data or information provided by You to digidial in the course of using the Services or Website, solely for the purpose of: (i) analyzing such information and data for digidial’s internal business purposes; (ii) research and (iii) cooperating with reviews and audits undertaken by mobile network operators and/or direct connect aggregators. For the purposes set forth above, digidial may share personally identifying information included in data You upload to digidial’s system, including but not limited to names, phone numbers, addresses, registered party information and similar data, with third parties, but the information and data will be used solely for research purposes. The information will not be sold or used to contact any individuals or entities provided in your data.
9. Mass Text Messages from 10-Digit Long Codes
To facilitate compliance with conditions imposed by mobile network operators and/or direct connect aggregators for access to and use of 10-digit long codes for SMS (“10DLC”), you may be required to register your organization (“brand”) with The Campaign Registry and, if applicable to obtain a required token from Campaign Verify; and to register each texting program (“campaign’). digidial may assist You with the registration process but You will be solely liable for providing accurate information and representations in connection with the registration process. You agree to timely respond to requests for information from The Campaign Registry.
10. Representations, Warranties & Obligations.
You represent and warrant that You will not use the Services in a manner that violates these Terms of Service. You also acknowledge and understand that digidial does not currently allow You to access any 911 or similar emergency services (no traditional 911, E911, or similar access to emergency services). The Services are not intended to replace any primary phone service, such as a traditional landline or mobile phone, that may be used to contact emergency services.
You represent and warrant: (i) that You are solely responsible for the development, operation, and maintenance of Content, including without limitation, the accuracy, appropriateness and completeness of Your Content; (ii) that you have the necessary rights and licenses, consents, permissions, waivers and releases to use Your Content; (iii) that Your Content does not (a) violate, misappropriate or infringe any rights of digidial or any third party, (b) constitute defamation, invasion of privacy or publicity, or otherwise violate any rights of any third party, or (c) is designed for use in any illegal activity or promotes illegal activities, including, without limitation, in a manner that might be libelous or defamatory or otherwise malicious, illegal or harmful to any person or entity, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age; (iv) that Your Content does not contain any harmful components; and (v) that digidial is not responsible to You for indemnification or directly to any of Your customers or clients if you offer services.
You further understand and agree that You will have use of the telephone number(s) that are provided as part of the Services only until termination of account. You understand and agree that digidial is the customer of record for all telephone number(s) provided as part of the Services and, therefore, digidial has certain rights with respect to porting of the number(s) (“Porting” is causing or attempting to cause number(s) to be transferred, switched, or otherwise moved to any other service provider, telephone carrier, or any other person or entity). As the customer of record for the telephone number(s), digidial owns the telephone number(s) assigned to You. digidial reserves the right to refuse to port any telephone number(s) in its sole discretion.
You understand and agree that following the termination of Your account for any reason, Your number(s) may be re-assigned to another customer. You agree that digidial will not be liable for damages (including consequential or special damages) arising out of any such re-assignment and You hereby waive any claims with respect to any such re-assignment, whether based on contractual, tort or other grounds, even if digidial has been advised of the possibility of damages.
You understand and agree that digidial may need to change the telephone number(s) assigned to you. You agree that digidial will not be liable for damages (including consequential or special damages) arising out of any such change in the telephone number(s) assigned to you and you hereby waive any claims with respect to any such change, whether based on contractual, tort or other grounds, even if digidial has been advised of the possibility of damages.
You represent and warrant that You have read and understood these Terms of Service, and You agree to abide by their terms, where applicable, including as incorporated by reference herein. You further agree to abide by all applicable local, state, national, foreign and international laws and regulations and that You will be solely responsible for all acts or omissions that occur under Your account or password, including the content of Your transmissions through the Service.
You are responsible for providing suitable hardware or communications equipment, and for all other infrastructure necessary to ensure Your access to the digidial Platform. You are also responsible, at Your own expense, for the provision and the regular monitoring of telecommunication and access infrastructure between the Your operations center and the digidial Platform.
You agree that We exercise no control over Your content, and are a passive conduit in transmitting, delivering, and handling Your content. As between us, You are responsible for (i) the content transmitted by You or on Your behalf using the Services, and (ii) the acts or omissions of mobile subscribers with respect to Your content.
You will inform digidial immediately if you have reason to believe that there is likely to be an unauthorized or impermissible use of the Service.
You represent and warrant that: (i) the information You provide in connection with Your registration for the Services is accurate and complete; (ii) You are duly authorized to do business in the jurisdiction where You operate; (iii) You are an authorized representative of Your entity duly authorized to access the Services and to legally bind You to this Agreement and all transactions conducted under Your account; and (iv) You have read and understand this Agreement.
Notices that We provide to you under this Agreement (e.g., notices of breach and/or suspension) will be provided via a notification message displayed on Your account page or in email to the email address You provide us in Your registration for the Services or through periodic updates You make to Your account profile. It is Your responsibility to keep Your email address current, and You will be deemed to have received any email sent to the last known email address we have on record for You. Notices We send you will be deemed effective upon our sending of the email, whether or not You actually receive the email.
For notices You provide to us under this Agreement, please contact digidial by US Mail at digidial, 2202 18th Street NW, #119 Washington, DC 20009 and through our email: email@example.com.
12. Return/Refund Policy
If you are dissatisfied with any Services or believe that any of the Services were defective did not conform to a written specification, and digidial’s responsibility for such failure or defect is not excluded by the Terms of Service, you should contact digidial, at firstname.lastname@example.org and we will discuss with you whether any refund or adjustment to the fees you have paid is required.
13. Exclusion of Damages; Limitation Of Liability.
1. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL digidial BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST DATA, OR FOR ANY AND ALL OTHER DAMAGES OR LOSSES, EVEN IF digidial HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
2. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL digidial BE LIABLE TO YOU FOR ANY DIRECT DAMAGES, COSTS, OR LIABILITIES IN EXCESS OF THE AMOUNTS PAID BY YOU DURING THE TWELVE MONTHS PRECEDING THE INCIDENT OR CLAIM.
3. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THE LIMITATIONS SET FORTH HEREIN IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT.
Updated January 6, 2020