Terms of Service — Signilio

Last updated: 10/20/2026

These Terms of Service ("Terms") govern your access to and use of the Signilio platform, including our website, application, APIs, and related services (the "Services"), operated by Signilio LLC ("Signilio," "we," "us," or "our"). By creating an account or using the Services, you confirm that you are at least 18 years old, that you have authority to bind your business to these Terms, that you personally guarantee your business's obligations under them as set out in the Personal guaranty section, and that you agree to them. If you do not agree, do not use the Services.

Authority to bind

If you accept these Terms or use the Services on behalf of a business or other entity, you represent and warrant that you have the authority to bind that entity, and "you" refers to both you and that entity. If you do not have that authority, you must not accept these Terms or use the Services, and if you do, you accept these Terms in your individual capacity and are personally responsible for all obligations under them, including all fees, charges, fines, and indemnification obligations.

Personal guaranty

Read this section carefully. It makes you personally responsible for amounts your business owes us.

If you accept these Terms on behalf of a business or other entity, or if you submit brand or campaign registration information on its behalf, you also accept them in your individual capacity and personally, absolutely, and unconditionally guarantee the full and prompt payment and performance of every obligation that entity owes under these Terms. This includes all fees and charges; all carrier fines, penalties, and surcharges under the Carrier fines, penalties, and surcharges section; all amounts owed under the No chargebacks; financial responsibility section; all indemnification obligations under the Indemnification section; and all obligations, damages, and costs under the License and restrictions, Confidentiality, and Enforcement and remedies sections, together with all reasonable costs of collection and enforcement, including attorneys' fees.

This is a guaranty of payment and performance, not merely of collection. We may enforce it against you directly, without first proceeding against the entity, exhausting any other remedy, or notifying you of the entity's default. You waive presentment, demand, protest, and notice of acceptance. Your obligations under this section continue until all guaranteed obligations are satisfied in full, and survive termination of your account, the dissolution or insolvency of the entity, and any change in its ownership, name, or structure.

If more than one person accepts these Terms or submits registration information for the same entity, each of you is jointly and severally liable for the full amount.

Your business entity

If you register or operate your account through a corporation, limited liability company, or other entity, you represent and warrant that:

the entity is validly formed and in good standing;
the entity is adequately capitalized to meet its obligations under these Terms;
the entity is operated as a genuine business, separate from its owners, with its own records and finances;
the entity was not formed principally to obtain messaging capacity, to limit liability for messaging activity, or to obscure the identity of the people who control it; and
neither the entity nor any person who owns or controls it, nor any of your users, is named on any U.S. government sanctions or restricted-party list (including the OFAC Specially Designated Nationals list) or is located in, organized under the laws of, or acting for any country or region subject to comprehensive U.S. sanctions, and you will not use the Services in violation of U.S. sanctions or export laws.

You further represent that the individual identified as the responsible party on the entity's EIN application is a natural person who controls the entity, and you agree to provide that person's full legal name, and documentation verifying it, on request.

If any representation in this section is untrue, you agree that the entity's separate existence may be disregarded for purposes of these Terms, and that the individuals who own or control the entity are personally liable for its obligations under them, in addition to any liability under the Personal guaranty section.

Your account

You are responsible for all activity under your account, including everything done by your users and through your API keys. Each login belongs to one named person and may be used only by that person. Do not share, lend, sell, or disclose your password or login, let anyone else sign in as you, or let anyone use the Services through your login. Anyone who needs access must have their own login and accept these Terms. API keys and connected tools may be used only as the Tools that act for you section allows. Keep your credentials and API keys secure.

Provide accurate registration information and keep it current
You are responsible for ensuring any users you grant access comply with these Terms
Notify us immediately at admin@signilio.com if you believe your account is compromised

Acceptable use

Signilio is a platform for legitimate, consent-based business messaging. Your use is governed by our Acceptable Use Policy and Messaging Compliance Policy, which are incorporated into these Terms by reference. In summary, you must only message recipients who have consented, honor opt-outs immediately, identify yourself accurately, comply with the TCPA, CAN-SPAM, CTIA guidelines, A2P 10DLC requirements, and all applicable laws, and not send prohibited content. Violations are grounds for suspension or termination.

Consent and recipient data

You represent and warrant that every recipient you message through the Services has provided valid consent to receive your communications as required by applicable law, and that you maintain verifiable proof of that consent (including the date, time, method, and content of opt-in) and will provide it to us upon request. You are solely responsible for the lawfulness of your messaging and for your relationship with your contacts. Signilio acts as a technical platform; we do not originate your messages or independently verify your consent records. You must keep these records for at least five (5) years after your last message to each recipient, including after your account closes. We do not keep consent records for you, and we may keep our own records of your account and messages for as long as needed to establish or defend legal claims.

Every contact you add. Each time you or anyone on your account adds contacts to the Services, whether by uploading a file, importing a list, typing in a number, sending a first message, connecting a lead source such as Facebook lead ads, through our API, an AI connection, or another integration, or in any other way possible, you confirm that every person added has given the consent the law requires to receive your messages, and that you have proof of it. Adding contacts in any of these ways is itself your confirmation; no separate checkbox or statement is needed. Signilio does not collect, check, or verify consent and is not responsible for it. Any claim, fine, penalty, or cost arising from messages to people who did not consent is yours, as set out in the Indemnification section.

When we ask for proof of consent for any recipient, you must provide complete, legible records within five (5) business days, or sooner if a carrier, regulator, or court requires it. If you do not, we may stop messages to those recipients or suspend your account until you do, and you agree that, as between you and Signilio, those messages are treated as sent without valid consent. You authorize us to share your consent records, your business identity, and your contact details with carriers, the campaign registry, regulators, law enforcement, and any person who claims to have received a message from your account, so that questions and claims about your messages are directed to you.

Connected services (Facebook, Instagram, Gmail, Outlook, and others)

The Services let you connect accounts your business holds with other companies, such as a Facebook Page or Instagram account to receive lead ads, or a Gmail, Outlook, or Microsoft 365 account to send email (each a "Connected Service"). If you connect one:

Authority. You confirm that you are authorized to connect that account for your business and to give Signilio access to it.
Their rules apply to you. You are solely responsible for complying with the Connected Service's own terms and policies, including, for Facebook and Instagram, Meta's terms and its lead ads policies.
Leads are your data. Leads and other information you receive through a Connected Service are contact data you load into the Services under these Terms. You are the controller of that data and responsible for how it is used; we process it on your behalf only to provide the Services, as described in our Privacy Policy.
Your form, your consent. You are responsible for your lead forms and other collection points, including the disclosures and consent language in them. Someone submitting a form does not on its own mean they agreed to receive texts or emails: you must have every consent the law requires before you contact them, and the Consent and recipient data section applies to them like any other contact.
Use limits. You will use lead information only for the purposes you disclosed to the person when you collected it, and you will not sell, rent, or transfer it except as the Connected Service's terms and applicable law allow.
Email you send. Email you send through a connected mailbox is sent from your own account by that mailbox's provider, and you are its sender. You are solely responsible for its content, its recipients, and for having the right to email each recipient; for complying with every law that applies to email, including CAN-SPAM (for commercial email: accurate sender and subject lines, a valid physical postal address, a working way to opt out, and honoring every opt-out within 10 business days) and state law; and for following the provider's own terms and sending limits. We do not guarantee that any email is delivered, reaches the inbox rather than a spam folder, or is sent at a particular time, and we are not responsible if your provider limits, suspends, or closes your account. We may turn off email for your account at any time.
Third-party services. Connected Services are run by other companies. We do not control them and are not responsible for their availability, for changes they make, or for data they fail to deliver. They may change or end access at any time, and we may suspend or remove a connection where needed to comply with their requirements.
Disconnecting. You can disconnect a Connected Service at any time in your account settings. Disconnecting stops new data from arriving; it does not delete data already received, which you can delete as described on our Data Deletion page.

Claims arising from your use of a Connected Service, or from data you obtained through one, are covered by the Indemnification section.

You are the sender; Signilio is a conduit

Signilio provides the technical platform that transmits messages you create and send. You — not Signilio — are the sender and originator of all messages sent through your account. You determine the recipients, the content, the timing, and the basis on which each recipient is contacted. You are solely responsible for compliance with all applicable laws governing your messages, including the Telephone Consumer Protection Act (TCPA), CAN-SPAM, state messaging laws, CTIA guidelines, and carrier requirements, and for maintaining and producing valid proof of consent for every recipient. Signilio does not originate your messages, does not control your recipient lists or content, and does not independently verify your consent. You agree that any liability arising from messages sent through your account rests with you, and you will indemnify Signilio for any claim arising from your messages or your failure to comply with applicable law, as set out in the Indemnification section.

Tools that act for you

Automations, API, and AI assistants. Messages and emails sent by automations you or your users set up (such as keyword auto-replies, triggers, and scheduled or batch sends), through your API keys, or by an AI assistant or other app you connect to your account are sent by you, exactly as if you had sent each one by hand. You are responsible for setting them up correctly, for what they send and to whom, and for turning them off when they should stop.
Voice assistant. If your account has the voice assistant, it can look things up, move around the app, fill in fields, press buttons and send text messages when you ask. It reads a message back before sending it and is designed to send only after you say yes, but speech recognition and AI can mishear, misunderstand or make mistakes, including acting on the wrong contact, number, field or button, or not acting at all. Listen to every read-back and say yes only if it is exactly right. Every message sent and every action taken through the voice assistant is yours, exactly as if you had done it by hand. You are responsible for everyone on your account who uses it, for using it only where it is lawful and appropriate to use a microphone, and for giving any notice and getting any consent the law requires from your users and from anyone whose voice it may pick up.
Sending hours and time zones. Send windows, local-time sending, and other scheduling tools are conveniences. We estimate a recipient's time zone from their phone number's area code, which can be wrong, for example when someone has moved. You are responsible for sending only at times the law allows in each recipient's location, including stricter state rules, and for setting your send windows accordingly.
Restoring opt-outs. If you or your users re-subscribe a contact, reset or restore opt-outs, remove a number from a blocked list, or otherwise allow messages to someone who previously opted out, you confirm that you have that person's new, documented consent, and you are solely responsible for every message sent to them afterward.
Screening is not a guarantee. Litigator and do-not-call screening, carrier lookups, and similar checks rely on third-party data that can be incomplete or out of date. A contact passing a check does not mean you may message them, and we are not responsible for any contact a check misses or wrongly flags.

Agencies, teams, and client accounts

If you create or manage accounts for other businesses (for example, client accounts under an agency account), you confirm that each of those businesses has authorized you to do so. Each business remains responsible for its own messages and its own compliance, and you are also responsible, together with that business, for anything you send or set up in its account and for any charges billed to your account on its behalf. Team accounts and sub-accounts you create under your account are part of your account under these Terms.

Accepting these Terms for a client. You may add a client account with no owner who signs in, and accept these Terms on that client's behalf when you first open it. If you do, you represent and warrant that the client has authorized you to run its account and to accept these Terms for it, and that you have the authority to do so. From then on you take full responsibility for that account as if it were your own: every message sent from it, the consent behind each message and the records that prove it, the registration information submitted for it, its compliance with these Terms, our policies and the law, and every charge made in it, whether billed to your balance or to the client's. Your responsibility does not depend on the client's, and nothing in any agreement between you and the client reduces it. Your indemnification obligations and, where it applies, your personal guaranty cover that account. If the client later adds its own owner who accepts these Terms, the client becomes responsible for its account alongside you, and you remain responsible for everything that happened while you ran it.

A2P 10DLC and business registration

Business SMS sent over 10-digit long codes in the US must be registered with The Campaign Registry through carrier channels. This is a CTIA and carrier requirement, not a Signilio policy. When you submit information for brand or campaign registration — including business legal name, EIN, website, and use-case details — you represent and warrant that all such information is accurate, truthful, and that you are authorized to submit it. Signilio verifies the businesses that use the Services as described in our Know Your Customer Policy. That verification protects the platform; it does not confirm that your information is accurate or that your messaging is lawful, and we rely on the information you provide.

You acknowledge that inaccurate or unauthorized registration information may result in campaign rejection, brand suspension, carrier blocking, or penalties, and that Signilio is not liable for any such consequences. You agree to indemnify and hold Signilio harmless from any claims, penalties, or losses arising from inaccurate, fraudulent, or unauthorized registration information you submit. We may request documentation verifying your business or EIN at any time and may suspend messaging until it is provided. You agree to identify, on request, the natural person named as the responsible party on the EIN you submit. You acknowledge that we rely on the accuracy of the entity and EIN information you provide in granting you messaging capacity and sending limits, and that providing inaccurate information to obtain that capacity is a material breach of these Terms.

Registrations we submit for you. If you ask us to register a brand or campaign for you, whether you send us the company details by email, spreadsheet, message, or any other way, and whether you sent them before or after this section was added, you confirm that every company you send us is your own business or one you are authorized to act for; that you have authority to use its name, EIN, and other details and to register it for messaging through your account; and that the information is accurate. We act only on your instructions and rely on what you send us. Each such registration is treated as if you had submitted it yourself through the Services: every representation, warranty, fee, and obligation in these Terms applies to it in full, and the Indemnification section covers any claim arising from it, including a claim by that company or anyone else that the registration was not authorized.

Vetting and high-risk use

We may review any account, brand, campaign, or message traffic at any time. We may require additional vetting for, restrict, suspend, or terminate any sender or use case that we determine — in our sole discretion — presents legal, regulatory, carrier, or reputational risk, or that generates elevated complaint or filtering rates. Approval of an account or campaign is not a determination that your messaging is lawful; that responsibility remains yours.

Billing

How billing works. Your account is billed under one of two models, as shown in your account or as otherwise agreed with us in writing: a usage-based account or a subscription plan. All prices are Signilio's rates, not a pass-through of what carriers or the registry charge us. A segment is 160 characters; longer messages use multiple segments. You authorize us to charge your payment method on file for all amounts due under either model, including recurring fees, plan fees, usage above a plan's allowance, and applicable taxes.

Usage-based accounts. Each message segment sent or received through your account is charged at your applicable rate, whether or not a carrier delivers it, including automated opt-out and help replies sent on your behalf. Phone numbers, 10DLC brands, and 10DLC campaigns carry one-time registration fees and recurring monthly fees at the rates shown in your account, and any brand vetting you request is charged at the rate shown there.

Subscription plans. If your account is on a subscription plan:

Plan fee. You pay a recurring plan fee, monthly or yearly as you select, in advance. Monthly plans are billed on the first day of each calendar month. Your first charge covers the rest of the month you start in and is pro-rated by the number of days left in that month, counting the day you start. Yearly plans are billed in advance for twelve months.
Included usage. Each plan includes the number of message segments, phone numbers, and seats shown for that plan. Included segments reset on the first day of each calendar month and unused segments do not carry over. Every segment sent from your account counts toward the allowance, whether or not a carrier delivers it, including campaigns, conversations, scheduled and automated messages, and automated opt-in, opt-out, and help replies sent on your behalf. Each picture message sent from your account counts as three segments toward the allowance. Messages you receive, including picture messages, are not charged on a subscription plan.
Usage above the plan. Segments above your plan's allowance are charged at your plan's per-segment rate, or at the rate agreed for your account. Unless your account is set up to be billed for them afterward, they come from extra texts you purchase in advance ($25 minimum per purchase); purchased texts do not expire and are not refundable, and when you reach your allowance and hold no purchased texts, sending pauses until the account owner purchases more. If your account is set up to be billed afterward, usage above the allowance for a calendar month is charged on the first day of the following month. A picture message sent above the allowance counts as three segments. Phone numbers above your plan's included numbers are charged at the monthly rate shown for your plan, on the first day of the following month.
What a plan covers. Plan prices include carrier fees. A plan covers one business: one 10DLC brand and the campaign registered for it, with registration handled by us and included in the plan. A different business or legal entity needs its own account. Additional brands, campaigns, vetting, seats, or volume beyond a plan are available only as agreed with us in writing.
Plan changes. You may change your plan. An upgrade takes effect when the change is complete, including any carrier approval it requires, and is billed from that date. A downgrade takes effect at the start of your next billing period and requires your account to be within the lower plan's limits.
Account approval. We may review your business before activating your account and may decline to activate it. If we decline before activation, we refund the plan fee you paid.

Prepaid balance. Your account may operate on a prepaid balance ("wallet"). You add funds, and message and related charges are deducted as incurred. It is your responsibility to maintain a sufficient balance; the Services may be unable to send messages if your balance is insufficient.
Payment. You authorize us to charge your payment method on file for amounts due, including applicable taxes. Prices may change; we will provide notice as required by law.
Billing disputes. Every charge appears in your account. If you believe a charge is wrong, you must notify us in writing at admin@signilio.com within thirty (30) days of the charge. Charges not disputed within that period are final, and no refund, credit, or claim may be based on them. We may correct pricing or billing errors at any time, including after payment.
Failed or insufficient payment. We may suspend the Services for unpaid balances. Persistent non-payment may result in termination and referral to collections. Any amount not paid when due accrues interest at one and one-half percent (1.5%) per month, or the highest rate the law allows if lower, from the due date until paid, and you will pay our reasonable costs of collection, including attorneys' fees and collection agency fees.
Set-off and holds. We may apply any prepaid balance or other funds we hold for your account to any amount you owe us, including fees, carrier fines, chargeback losses, indemnification amounts, and costs under these Terms. Because carrier fines and claims can arrive months after the messages that caused them, if your account is closed, suspended, or terminated, or a claim, fine, or investigation involving your account is pending, we may hold your balance for up to one hundred eighty (180) days, or until the matter is resolved if longer, and apply it to amounts that come due.
Security deposit. We may require a security deposit or a minimum prepaid balance before allowing or continuing sending, including for new accounts, high-volume or high-risk use, elevated complaint, opt-out, or filtering rates, or a history of late payment. We may apply the deposit to any amount you owe, and you must restore it on request.

Recurring fees and auto-renewal. On a usage-based account, phone number, 10DLC brand, and 10DLC campaign fees are recurring monthly charges that automatically renew each billing period until you cancel the associated number, brand, or campaign; usage-based accounts are not charged a separate platform subscription fee. On a subscription plan, the plan fee and any additional phone numbers renew automatically each monthly or yearly billing period until you cancel. You may cancel a plan or a recurring item at any time through your account or by contacting admin@signilio.com; cancellation takes effect at the end of the current billing period, and the current period's fee is non-refundable. When a subscription plan ends, access to the Services for that account, including sending, is suspended until the plan is renewed and paid.

Carrier fines, penalties, and surcharges

Wireless carriers and upstream providers may assess fines, penalties, surcharges, or other charges in connection with messaging traffic — including, without limitation, charges for violations of carrier rules, A2P 10DLC requirements, opt-in/opt-out obligations, prohibited content, or unregistered or non-compliant traffic. You are solely responsible for any such fine, penalty, surcharge, or charge that arises from or is attributable to your messaging, your content, your recipients, or your compliance failures. You authorize us to charge these amounts to your payment method or prepaid balance, or to invoice you for them, and you agree to pay them in full. These charges are assessed by third parties, may be imposed after the underlying messages are sent, are subject to change, and are non-refundable. This obligation is in addition to, and does not limit, your indemnification obligations under these Terms.

Refunds

Amounts spent on messages already processed are non-refundable. Number, brand, campaign, registration, and vetting fees are non-refundable once charged. Subscription plan fees, monthly or yearly, are non-refundable once charged, except that we refund the plan fee if we decline your account before it is activated. Prepaid balances are non-refundable except where required by law.

No chargebacks; financial responsibility

Charges for processed messages and provisioned services are final. By using the Services, you agree:

You will not initiate a chargeback or payment dispute for any successfully processed and fulfilled transaction.
If you believe a charge is in error, you will first contact us at admin@signilio.com to resolve it in good faith before pursuing any external dispute.

Initiating a chargeback in violation of this section is a material breach of these Terms. We may immediately suspend or terminate your account, and you agree to be financially responsible for: the full original transaction amount; any chargeback or administrative fees we incur; all reasonable legal, court, and collection costs we incur to enforce this provision; and any additional losses caused by the dispute. This provision protects against abuse and reflects that message charges fund real, immediately-incurred third-party delivery costs.

Intellectual property

The Services, including all software, source and object code, databases, designs, screens, layouts, workflows, features, text, documentation, API materials, and branding, and all intellectual property rights in them, are owned by Signilio and protected by copyright, trade secret, trademark, and other laws. Except for the limited license in the License and restrictions section, these Terms grant you no right, title, or interest in the Services, whether by implication, estoppel, or otherwise, and Signilio reserves all rights not expressly granted. You own the content of the messages you send and the data in your account, and you grant us a limited license to process, store, and transmit that content as necessary to provide the Services. We may use aggregated, de-identified usage data to improve the Services; such data does not identify you or your message content.

License and restrictions

Subject to these Terms and payment of all amounts due, Signilio grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services while your account is active and in good standing, solely for your own internal business purposes and, for an agency account, to provide messaging to the client businesses you manage as permitted under the Agencies, teams, and client accounts section. The Services are offered only for business use and not for personal, family, or household use.

You will not, and will not permit, encourage, assist, or instruct any other person to, directly or indirectly:

copy, reproduce, modify, translate, adapt, or create derivative works of the Services or any part of them, including their software, features, workflows, screens, layouts, designs, text, documentation, or API materials;
access or use the Services, or any information obtained from them, to design, build, train, improve, or market any product or service that competes with or substitutes for the Services;
share a login with, or let anyone use the Services through, an account or login that is not their own;
show, display, screen-share, demonstrate, or give a tour of the logged-in Services to anyone outside your business, or publish screenshots or recordings of them, without our prior written consent, except to Signilio;
describe, document, record, or communicate the Services' non-public features, workflows, screens, logic, or operation to any person for the purpose of replicating, imitating, or competing with the Services, or give anyone screenshots, recordings, exports, documentation, credentials, or access for that purpose;
use the Services, or any screenshots, recordings, documentation, or outputs of them, to train, prompt, or instruct any artificial intelligence or software-generation tool to recreate or imitate the Services;
reverse engineer, decompile, disassemble, or attempt to discover the source code, algorithms, data structures, or non-public interfaces of the Services, except to the extent applicable law expressly permits this despite this restriction;
scrape, crawl, or use any automated means to access or extract data or content from the Services, other than through our documented APIs within the limits of your account;
access or use the Services to monitor their availability, performance, features, or pricing, or for any benchmarking or competitive purpose;
sell, resell, rent, lease, lend, sublicense, distribute, white-label, or otherwise make the Services available to any third party, or use them to operate a service bureau, except as expressly permitted for agency and client accounts;
probe, scan, or test the security or vulnerability of the Services, including penetration testing, vulnerability scanning, load or stress testing, or fuzzing, without our prior written consent;
access or attempt to access any account, data, system, or part of the Services you are not authorized to access, including another customer's data, or call, modify, or exploit any non-public endpoint, feature, setting, or interface, whether through browser tools, modified requests, scripts, or any other means;
intercept, monitor, or tamper with the Services' network traffic, code, or data, or exploit any bug, error, or vulnerability for any purpose other than reporting it to us;
use the name "Signilio," our logos, or any name, mark, or design confusingly similar to them, including in any company or product name, domain name, social media handle, app name, or online advertising or search keyword, without our prior written consent;
remove, obscure, or alter any proprietary notice, label, or mark in the Services; or
access or use the Services if you are, or are acting on behalf of, a competitor of Signilio, without our prior written consent.

These restrictions bind you, your users, your affiliates, and anyone who obtains access to the Services or information about them through you, including contractors, consultants, developers, and agents. You are responsible for, and liable for, any breach by any of them as if it were your own. These restrictions continue to apply after your account closes.

If you or your users discover a security vulnerability or a way to access anything you are not authorized to access, you must stop, report it promptly to admin@signilio.com, and not use, exploit, copy, or disclose it, or any data obtained through it, to anyone else. We may suspend any account while we investigate a suspected breach of this section.

Confidentiality

"Confidential Information" means all non-public information about Signilio or the Services that you or your users receive, access, or observe, including the features, screens, workflows, logic, documentation, and API materials available only after logging in, pricing and terms offered to you, product plans, and our communications with you. Everything inside the logged-in Services is Confidential Information unless it falls within an exception below.

You will use Confidential Information only to use the Services as these Terms permit, protect it with at least reasonable care, and not disclose it to anyone except your own personnel who need it for that purpose and are bound by confidentiality obligations at least as protective as these. Confidential Information does not include information that (a) is or becomes publicly available through no breach of these Terms, (b) you lawfully possessed without restriction before receiving it from us, (c) you lawfully receive from a third party without restriction, or (d) you independently develop without use of or reference to our Confidential Information. You may disclose Confidential Information if required by law or court order, after giving us prompt written notice where legally permitted so that we can seek protection.

These obligations survive for five (5) years after your account closes and, for any trade secret, for as long as it remains a trade secret. When your account closes, or earlier on our request, you will delete or return our Confidential Information.

Feedback

If you or your users give us suggestions, ideas, or other feedback about the Services, you assign to Signilio all rights in that feedback and, to the extent an assignment is not effective, grant Signilio a perpetual, irrevocable, worldwide, royalty-free license to use it for any purpose, without obligation to you.

Enforcement and remedies

A breach of the License and restrictions or Confidentiality sections would cause Signilio irreparable harm for which money damages would not be an adequate remedy. If you breach or threaten to breach either section:

Signilio may obtain temporary, preliminary, and permanent injunctive relief and specific performance, without posting a bond or proving actual damages, to the extent the law allows, in addition to every other remedy available to it;
we may suspend or terminate your account and your users' access immediately and without notice, and amounts you have prepaid are forfeited;
you are liable for all resulting damages and, to the fullest extent the law allows, must account for and pay over any revenue or profit that you or anyone you assisted earned from the breach;
you will reimburse all of Signilio's costs of investigating and enforcing the breach, including reasonable attorneys' fees, expert fees, and court and arbitration costs, whether or not a lawsuit or arbitration is filed; and
within ten (10) days of our written request, you will give us a written certification, signed by an owner or officer of your business, describing your compliance and identifying every person who received access to the Services or our Confidential Information through you, and you will preserve all related records.

We may monitor use of the Services, including account and access logs, to detect and investigate breaches of these Terms, and may use those records as evidence. Our remedies are cumulative, and nothing in the Limitation of liability section limits your liability under this section.

Termination

By you: You may close your account at any time. You remain responsible for charges incurred before closure. Data handling follows our Privacy Policy.

By us: We may suspend or terminate your account for violation of these Terms or our policies, non-payment, carrier termination of your traffic, fraud or misrepresentation, any activity that endangers the deliverability or reputation of the platform or other senders, or legal requirement. For non-egregious first-time issues we will typically give you an opportunity to remediate; serious violations (including prohibited content, ignoring opt-outs, or fraud) may result in immediate termination without notice. Prepaid amounts are non-refundable on termination for cause.

AI features

Some features of the Services use artificial intelligence. AI features and their output are provided "as is": output may be inaccurate, incomplete or out of date, is general information about using the Services, and is not legal, compliance, regulatory or other professional advice. You are responsible for reviewing AI output before relying on it, and for every message you send, including messages sent through an AI assistant or other tool you connect (see Tools that act for you). Do not submit credentials, payment details or other sensitive information to AI features, and do not submit your contacts' personal information except to a feature built to use it at your request, such as the voice assistant looking up a contact you name. Some AI features, such as the voice assistant, are available only on some accounts, may be offered as early-access features, and may be limited in how often they can be used. AI features, including the voice assistant, are provided "as is" and "as available", and we may change, limit, suspend or discontinue them at any time, with or without notice, and may charge for them in the future. To the fullest extent the law allows, Signilio is not responsible for anything an AI feature says, does or fails to do, or for any message sent or action taken through it; the Limitation of liability section applies to all AI features. Our Privacy Policy explains how we handle information in AI features.

Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. We do not warrant uninterrupted or error-free operation, specific delivery rates, or specific results. SMS delivery depends on carriers and is subject to carrier decisions, filtering, and policy changes outside our control.

Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SIGNILIO'S TOTAL LIABILITY FOR ALL CLAIMS COMBINED ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE LESSER OF (A) THE AMOUNT YOU PAID US IN THE THREE (3) MONTHS BEFORE THE EVENT GIVING RISE TO THE FIRST CLAIM, OR (B) FIVE HUNDRED U.S. DOLLARS ($500). IN NO EVENT SHALL WE BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, OR DATA.

WITHOUT LIMITING THE FOREGOING, WE HAVE NO LIABILITY FOR: (1) ANY CLAIM, FINE, OR PENALTY UNDER THE TCPA OR ANY OTHER LAW ARISING FROM MESSAGES SENT THROUGH YOUR ACCOUNT; (2) MESSAGES THAT ARE DELAYED, FILTERED, BLOCKED, OR NOT DELIVERED; (3) CARRIER OR REGISTRY DECISIONS, INCLUDING BLOCKING, FILTERING, SUSPENDING, OR REJECTING YOUR NUMBERS, BRANDS, OR CAMPAIGNS; OR (4) ACTIONS TAKEN BY YOUR USERS OR THROUGH YOUR API KEYS.

THIS SECTION LIMITS ONLY OUR LIABILITY. IT DOES NOT LIMIT YOUR PAYMENT, GUARANTY, OR INDEMNIFICATION OBLIGATIONS.

Indemnification

You agree to defend, indemnify, and hold harmless Signilio and its officers, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from: your use of the Services; your messages or content; your violation of these Terms or applicable law; your consent or registration representations, including for any registration we submit at your request; your use of any Connected Service or of data you obtained through one; any automation, API key, AI assistant, or connected app used with your account; any use of an AI feature, including the voice assistant, by you or your users, including any claim under recording, eavesdropping, wiretap, privacy or biometric laws; any account you create or manage for another business; or your violation of any third party's rights. This applies to claims brought by anyone, including your users, employees, former employees, contractors, agents, clients, and any business whose account you manage, as well as recipients of your messages. We may assume the exclusive defense and control of any matter you are required to indemnify us for, at your expense, and you will cooperate with our defense.

If Signilio receives a subpoena, discovery request, records request, regulatory inquiry, or other legal process relating to your account, your messages, or a dispute involving you, including a lawsuit in which Signilio is not a party, you will reimburse our reasonable costs of responding, including staff time, records production, attorneys' fees, and any time spent testifying.

Governing law and disputes

These Terms are governed by the laws of the State of Wyoming, without regard to conflict-of-law principles. The parties will first attempt to resolve any dispute informally for at least thirty (30) days after written notice. If unresolved, disputes will be settled by binding arbitration on an individual basis under the Commercial Arbitration Rules of the American Arbitration Association, seated in Cheyenne, Wyoming. Hearings may be held by video conference or decided on written submissions. You and Signilio waive any right to a jury trial and to participate in a class action. Any claim against Signilio arising out of or relating to these Terms or the Services must be brought within one (1) year after it arises, or it is permanently barred. Claims relating to intellectual property, trade secrets, or the License and restrictions or Confidentiality sections, and requests for injunctive or other equitable relief, are excepted from arbitration and may be brought in the state or federal courts located in Laramie County, Wyoming, or, by Signilio, in any other court with jurisdiction over you or the breach. You consent to the personal jurisdiction of, and venue in, the state and federal courts located in Laramie County, Wyoming for these claims.

Changes

We may update these Terms at any time by posting the updated Terms on our website with a new "Last updated" date. We may also tell you about an update in the Services or by email, but we are not required to. An update takes effect when it is posted, unless the posted Terms state a later date. Please review these Terms from time to time. Continued use of the Services after an update takes effect constitutes acceptance of the updated Terms. Updates apply to claims that arise after they take effect.

General

Electronic acceptance. Checking the acceptance box, clicking to accept, or using the Services is your electronic signature and has the same legal effect as a handwritten signature. You agree that these Terms, and any notices or records we provide electronically, satisfy any legal requirement that they be in writing or signed, and you will not challenge their validity or enforceability on the ground that they were accepted or delivered electronically.

Entire agreement. These Terms, together with the policies they incorporate by reference, are the entire agreement between you and Signilio about the Services and replace any prior or contemporaneous proposals, statements, or understandings, whether written or oral. No other promise, representation, or term binds Signilio unless it is in a written agreement signed by an authorized representative of Signilio. Terms in your purchase orders or other documents do not apply.

Assignment. You may not assign or transfer these Terms, your account, or any of your rights or obligations under them, whether voluntarily, by merger, sale of your business or its stock or assets, change of control, operation of law, or otherwise, without our prior written consent. Any attempt to do so without consent is void. Signilio may assign or transfer these Terms without your consent, including in connection with a merger, acquisition, or sale of all or part of its business or assets. These Terms bind and benefit the parties and their permitted successors and assigns.

Notices. We may give you any notice under these Terms, including a notice of breach, a demand, or a notice of a dispute, by email to the email address of your account owner, or of any user with an owner or manager role, or by posting it in the Services. An email notice is effective when we send it, whether or not it is opened, read, or filtered as spam. You are responsible for keeping those email addresses current and monitored. Notices to Signilio are effective only when received in writing at admin@signilio.com; messages sent through support chat, text messages, or to individual Signilio personnel are not notice to Signilio.

Our records. Our system records, including message logs, delivery records, account and access logs, and billing records, are presumed accurate and are sufficient evidence of the activity in your account, including what was sent, to whom, when, and by which user or API key, unless you prove otherwise with clear and convincing evidence.

Your data and backups. You are responsible for keeping your own copies of any data, messages, contacts, consent records, and reports you need. We are not your record keeper or backup service, and we are not liable for any loss of, or inability to access, your data, including after your account closes. You may export your data while your account is active.

No third-party beneficiaries. These Terms are solely for the benefit of you and Signilio and their permitted successors and assigns. Nothing in them gives any other person, including recipients of your messages, your users, or your clients, any right, benefit, or remedy.

Severability. If any part of these Terms is found unenforceable, it will be enforced to the fullest extent permitted, and the rest of these Terms remain in effect.

No waiver. Our failure or delay in enforcing any part of these Terms is not a waiver of it.

Survival. Any provision that by its nature should survive termination survives it, including the sections on the personal guaranty, your business entity, intellectual property, license and restrictions, confidentiality, feedback, enforcement and remedies, consent and recipient data, billing, carrier fines, refunds, chargebacks, disclaimers, limitation of liability, indemnification, and disputes.

Events beyond our control. We are not responsible for any delay or failure to perform caused by events beyond our reasonable control, including carrier or provider outages, network failures, government action, or natural disasters.

Contact

admin@signilio.com