These terms and conditions (“Terms”) define the standard terms provided by BrightArrow Technologies, Inc. (“Provider”), a Washington corporation with its billing address at PO Box 7493, Bellevue, WA 98008, to any organization or entity (“Client”) who has purchased a subscription to the BrightArrow automated messaging service.

BACKGROUND

A. Client has purchased a subscription to use the automated notification service provided by Provider.

B. Provider offers automated notification services via voice calls, emails, SMS text messages, and two-way instant messaging to organizations.

1. GENERAL

Client may access Provider’s system (“Service”), and use the software provided online (“Software”), under the following terms and conditions.

2. ACCESS AND LICENSE

(a) Access. Provider hereby grants Client access to its system and the right to use the Service subject to these terms.

(b) Fair Usage. Client may use the subscription to communicate with their constituents as defined in the subscription purposes. The subscription may not be used to transmit illegal communications, inappropriate content, or unauthorized solicitations of any type, at the discretion of the Provider.

(c) License. Provider hereby grants Client a non-exclusive, nontransferable license to login and use its hosted Web-based service. Client may only use messages under the constraints of their subscription. These are the most common types of subscriptions:

1. Unlimited messages to a specific number of contacts. Client may send an unlimited number of emails, text messages, and voice calls to the number of contacts specified in the subscription. Phone calls and texts can only be sent to phone numbers associated with the United States or Canada.
2. Subscription based on usage. Client may send voice mails, text messages, and emails to any email, and to any phone in the United States and Canada. Every time a phone message is delivered or a text message is sent, units of messages are consumed. Once these units are consumed, Client may not send any more voice calls or text messages until more units are purchased. Emails do not count against these units of usage.

3. CHARGES AND PAYMENT

(a) Provider will charge Client an annual service fee for the Service plus any applicable sales, use, value-added, personal property, or other governmental tax imposed on the Service. These fees are due at the beginning of the term and are paid annually. If Client exceeds the usage defined in the purchase, they no longer can use the service until the additional fees are paid.

4. PROPRIETARY RIGHTS

(a) Content. Client acknowledges that the Service contains communications information, software, photos, video, graphics, sound, music, and/or other material (“Content”) that are protected by copyright, trademark, trade secret, and other intellectual property law and that the rights in such Content are valid and protected in all forms, media, and technologies that now exist or that may be developed in the future. Client may not modify, publish, distribute, transmit, transfer, sell, create derivative works from, or in any way exploit any of the Content that Client obtains from the Service, in whole or in part. Client may not upload, post, reproduce, or distribute any Content protected by copyright or other proprietary rights without the permission of the copyright owner.

(b) Trademarks. BrightArrow Technologies and the BrightArrow logo are the registered service marks of Provider. The right to access and use the Service and Software do not include any right to use the service marks of Provider.

5. TERMINATION

(a) Client may terminate this subscription for any reason to take effect at the end of the current One Year Term unless a multi-year Agreement is in place.

(b) For Cause. Provider or Client may terminate this subscription without notice for any conduct that violates these terms.

(c) Effect of Termination. Upon termination, Client’s license to use the Software automatically terminates, and Provider will delete all data, files, or other information stored in Client’s account. Annual service fees and any prepaid charges will not be refunded or prorated.

6. FUNCTIONAL SPECIFICATIONS

Provider offers a hosted Web-based and app-based mass notification system for automatically delivering voice, email, SMS text messages, and two-way instant messaging to pre-determined lists of message recipients. Which services are provided depends on the subscription purchased as well as the country of usage.

The system allows Client to create an unlimited number of lists containing notification recipients and their contact information. The number of different notification recipients is limited by the specific subscription purchased.

The system allows transmission of messages under the following constraints:

1. Voice Recordings: Voice recordings (or rendered text-to-speech equivalents) will not exceed 120 seconds in length.
2. SMS Text Messages: SMS text messages will not exceed 160 characters in length, although in the U.S., the system provides for delivering longer messages by automatically including a link at the end of the text message. These messages are only available for service in the United States and Canada.

Details of the service and software functionality are included on the current website. Although the service may change in functionality from time to time, at which time any such changes will be made to supplement or improve the service and functionality, at the sole discretion of the Provider.

7. GENERAL

(a) Choice of Law. These terms and conditions, and their validity, construction, and performance shall be governed in all respects by the laws of the State of Washington, without regard to its choice of law rules.

(b) No Waiver. Provider’s failure to insist upon strict performance of any of the provisions of these terms and conditions shall in no way constitute a waiver of future violations of the same or any other provision.

(c) Severability. If any provision or portion of these terms and conditions shall be held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remainder of the terms and conditions shall not in any way be affected or impaired thereby.

(d) Updates to Terms and Conditions. These terms and conditions may be updated by the Provider at any time, at which time they will supersede these terms and conditions. Any written and executed Agreement between Provider and Client supersedes these general terms and conditions.