SMS Relay Terms of Service

SMS Relay

BY ACCESSING OR USING ANY PART OF OUR WEBSITE OR PRODUCTS, YOU AGREE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO BE SO BOUND, DO NOT ACCESS OR USE THIS WEBSITE OR OUR PRODUCTS. YOU MAY ALSO BE ASKED TO RE-ACCEPT OUR THEN-CURRENT TERMS EVERY TIME YOU MAKE ANY USE OF ANY PRODUCT PROVIDED BY SMS Relay COMMUNICATIONS LLC.‍

This Term of Service (“TOS”) is legally binding on you if you use SMS Relay’s Products for business, your business entity (collectively, “Client”, “you” and “your”). This TOS governs your use of SMS Relay Dialer products and all related web pages, portals and interfaces (collectively, the “Web Site”) and the products we offer on or through the Web Site (“Products”), so please read it carefully.

1. Your Acceptance of the TOS: You accept the TOS when you (a) use the Web Site; (b) use or attempt to use the Products; (c) sign or submit your electronic signature to the TOS; and/or (c) otherwise indicate your agreement to be bound to the TOS through any other means. If you do not accept the TOS, then you must not take any of the above actions.‍

2. Eligibility: No person under the age of 18 may use the Web Site or Products. Your use of the Web Site will be deemed to be a representation that you are 18 years of age or older. The Web Site and Products are meant for use by individuals residing within the United States only; others may not use them at this time.

3. Products: Subject to the terms herein and upon payment in full by client of any then- applicable fees, SMS Relay shall allow Client revocable, limited and non-exclusive license to use its telephone dialing products (hereinafter “SMS Relay Dialer Products” or “Products”).  The Products are licensed, not sold to you for use as outlined under the TOS. This license and grant is a sub-licensable, non-transferrable, revocable, limited, license to use Products only as set out herein.

4. Fees & Payment: Complete fee schedule can be found on your reseller’s website.

5. Data Sources and Ownership of Leads: SMS Relay is not a data broker or lead generator. Rather, the Products are merely a technology platform—a “common carrier.” As such, SMS Relay is not responsible and assumes no obligations regarding the source or accuracy of the data, which must be selected by Client. It is solely Client’s responsibility to select a compliant data source.

6. Ownership of Call History.  The data comprising the Call History (as described in the Product Settings), is the property of the Client and not SMS Relay or reseller.  The Client’s access to the Call History is accessed under “Call History” of the Dialer Settings for a period of ninety (90) days, after which this data will be removed from SMS Relay’s systems. SMS Relay may also email the Client the call history on a monthly basis.  Notwithstanding the Client’s ownership of such data, Client recognizes and agrees realizes that SMS Relay may be required by law to provide certain information about Client, including Call History, if SMS Relay receives a valid subpoena from a court or regulator with competent jurisdiction.  SMS Relay will only produce Client’s Call History upon receipt of a valid “Attorneys Eyes Only” protective order, unless otherwise ordered by a court of competent jurisdiction.

7. Compliance with Law: Client is required to use the Web Site and Products in full compliance with all applicable laws and regulations, including without limitation, all state, federal and international: (a) real estate professional licensee rules; (b) Do-Not-Call (“DNC”) list prohibitions; (c) telephone solicitor licensing and bonding requirements; (d) consumer cancellation rights; (e) wireless calling restrictions; (f) restrictions on the use of automatic telephone dialing systems and pre-recorded messages; (g) opt-out rules; (h) mandatory disclosures (i) intellectual property rights and restrictions; and (j) all other product and industry regulations. By making any use of the Products or Web Site, Client expressly warrants to SMS Relay that Client is and shall continue to act in full compliance with the law. All SMS Relay Dialer offers are void where prohibited by law. Client agrees that Client has read and understands the FTC’s Telemarketing Sales Rule (“TSR”) and the FCC’s Telephone Consumer Protection Act (“TCPA”), and all other applicable laws and regulations. Client should review these rules with Client’s own legal counsel to ensure that Client understands and is fully compliant. SMS Relay does not assume responsibility for ensuring that Client’s marketing campaigns meet applicable legal requirements. SMS Relay does not assume any liability if Client is ever held guilty or liable for any violation of law.

8. Cell Phones: Client understands that the TCPA and similar laws may prohibit certain types of calls and messages to wireless phones without prior express written consent and agrees to assume all risks related to the same. Client should investigate such laws and only elect to call cell phones if Client is confident that it can legally do so. Client is solely responsible if it chooses to make such calls.

9. SAN Numbers & DNC: (For telemarketing messages specifically) Client acknowledges that certain sellers and telemarketers may be required to purchase their own Subscription Account Number (“SAN”) to access the National DNC registry, including all area codes into which they call or transmit messages. Client agrees to obtain a SAN number and all applicable area codes, unless exempt. Client agrees to purchase and scrub against any applicable state or federal DNC list, unless exempt. Client shall refrain from marketing to any consumer who has opted-out by asking not to receive future marketing from Client. Client (and not SMS Relay) shall be responsible for maintaining and enforcing an internal DNC list of consumers who have opted out of Client’s marketing.

10. Do-Not-Call List Suppression: (For telemarketing messages specifically) Client agrees not to place telemarketing calls to numbers on any then active state or federal Do-Not-Call (“DNC”) database or on their own internal, entity specific opt-out list. Client shall suppress all such DNC related numbers from its lists at least once every 30 days, or more frequently if required by law. Client shall retain proof of all such DNC suppression habits, along with a written DNC policy and records demonstrating Client enforced the same. The only exceptions to this provision shall be if either the calls will be exclusively non- telemarketing/advertising, as defined by law, or if Client demonstrated that it has well-documented proof of the call recipient’s prior express written consent to be called. At SMS Relay’s option, it may also require Client to obtain a commercially reasonable reassigned number suppression/scrub services to determine whether the person who consented still owns the number to be called may also require Client to obtain a commercially reasonable reassigned number suppression/scrub services to determine whether the person who consented still owns the number to be called.

11. No Legal, Financial or Tax Advice Provided: No financial, legal, or tax advice or counsel is given to the Client, or shall be deemed to have been given by SMS Relay  or its affiliates and contractors.

12. Indemnification: Client shall assume, pay, indemnify, hold harmless and reimburse SMS Relay  and its owners, employees, agents, attorneys, affiliates, contractors, successors and assigns for any and all liabilities, damages, claims, suits, settlements, judgments, investigations, costs, and expenses (including reasonable attorney’s fees and court costs) directly or indirectly incurred by SMS Relay to the extent the same are related in any way to the TOS or to Client’s use of the Products. Upon receipt of any demand or claim by SMS Relay related to Client, SMS Relay may elect to turn the defense and resolution of such claim over to Client, who shall then bear all costs and expenses and shall promptly investigate and settle or otherwise resolve any such claim to SMS Relay’s full satisfaction. Alternatively, SMS Relay may elect to defend any such claim on its own and then to obtain reimbursement from Client for all of its reasonable defense costs and expenses including attorney fees, on an ongoing basis or at the conclusion of the matter. In either case, SMS Relay and Client shall cooperate and share necessary information in any such defense.

13. Limitation of Liability: SMS Relay is not responsible for any failure of a third-party DNC database or wireless list provider to deliver to Client its data accurately, completely or in a timely way, SMS Relay is not responsible for damages resulting from improper or incomplete use by Client of Products. Client understands that this is a significant limitation on Client right to sue SMS Relay and Client should not proceed to use the Products if Client does not agree. SMS Relay shall not be bound by any typographical or other error or misprint in its marketing materials or online purchase websites, so long as SMS Relay provides prompt notice of any such error and corrects the same, upon discovery.

14. Warranties: Except as otherwise provided herein, THE PRODUCTS ARE PROVIDED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL SMS Relay OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS OR BUSINESS INTERRUPTION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE PRODUCTS, EVEN IF SMS Relay  HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

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15. Intellectual Property: The Products and all copyrights, patent rights, trade secret rights, trademarks, service marks, logos, and all other current and future intellectual property and proprietary rights in whole or in part related thereto (collectively, “Intellectual Property”) are expressly reserved to SMS Relay. Client specifically acknowledges that this Agreement does not confer upon Client any interest in the Intellectual Property or any right to use any trademark or service mark of SMS Relay. Client acknowledges that the Intellectual Property is protected by state, federal and international copyright laws and treaties and Client hereby prospectively waives any challenges to the existence, ownership and enforceability the same.  Client shall not alter the Intellectual Property or trademarks provided by SMS Relay under this Agreement and Client shall not use such proprietary content, components, and information except as expressly permitted by this Agreement.  Client agrees not to directly or indirectly, attempt to, copy, create derivative works of, decompile, derive the source code of, disassemble, modify, reverse engineer, the Intellectual Property or register or use the trademarks any other marks that are confusingly similar to the SMS Relay trademarks.  Client acquires no rights to the Intellectual Property, and Client hereby assigns and transfers to SMS Relay all rights that it may acquire in and to the Intellectual Property, whether by operation of law or otherwise.

16. Legal Relationship: By this TOS, no agency, employment, ownership, partnership, or joint venture relationship is formed between SMS Relay and the Client beyond that of an independent contractor relationship.

17. Choice of Law & Venue: This TOS shall be governed by and construed according to the laws of the State of Utah, without giving effect to normal choice-of-law and conflict-of-law principles. The parties agree that the State and Federal courts residing in Utah County, Utah,  shall have exclusive jurisdiction and venue over any legal dispute between SMS Relay and the Client (with the exception of claims for injunctive relief regarding misuse of Intellectual Property which can be brought in any court having jurisdiction). SMS Relay and the Client consent to such jurisdiction at this time. The prevailing party in any legal dispute between SMS Relay and the Client shall be entitled to their reasonable attorney’s fees and court costs.

18. Notices: All notices which may or shall be given under this TOS shall be made either by certified mail to the last known business address of the party to which the notice is intended. If either party has changes to its address, a written notice thereof shall be given to the other party to this TOS. Official notices related to this TOS must be sent to us at:

SMS Relay LLC

1411 W 1250 S STE 102

Orem, UT 84058

19. Entire Agreement: The TOS, along with any modification, addendum, schedule or exhibit incorporated by reference, constitutes the entire understanding and agreement of SMS Relay and the Client with regard to the subject matter hereof and supersedes all prior and contemporaneous communications, understandings and agreements, either written or oral.

20. Survival: Any provision of the TOS, which by its nature, would naturally survive the termination of the TOS, shall expressly survive any termination, including without limitation, those provisions related to payment, indemnity, compliance with law, intellectual property, and notices.

21. MODIFICATIONS: SMS Relay RESERVES THE RIGHT TO MAKE CHANGES TO THIS TOS AT ANY TIME. YOUR CONTINUED USE OF THE WEB SITE OR PRODUCTS CONSTITUTES ASSENT TO ANY NEW OR MODIFIED PROVISION OF THE TOS THAT MAY BE POSTED ON THE WEB SITE. SMS Relay WILL ACT IN GOOD FAITH TO UPDATE CLIENT ABOUT CHANGES TO THESE TERMS EITHER VIA EMAIL OR BY CONSPICUOUS POSTING ON THE WEB SITE.

22. Prohibited Conduct: In your use of the Web Site, you may not: (i) infringe any patent, trademark, trade secret, copyright, right of publicity or other right of SMS Relay; (ii) disrupt or interfere with the security or use of the Web Site or any web sites linked to the Web Site; (iii) interfere with or damage the Web Site, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial of service attacks, packet or IP spoofing, forged routing or electronic mail address information, or similar methods or technology; (iv) impersonate another person or entity, misrepresent your affiliation with a person or entity, including (without limitation) us, or use a false identity; (v) attempt to obtain unauthorized access to the Web Site; (vi) engage, directly or indirectly, in transmission of spam, chain letters, junk mail or any other type of unsolicited solicitation; (vii) collect, manually or through an automatic process, information about other users or the Web Site without their or our express written consent; (viii) submit false or misleading information to us; (ix) violate any law, rule, or regulation; (x) engage in any activity that interferes with any third party’s ability to use or enjoy the Web Site; or (xii) assist or encourage any third party in engaging in any activity prohibited by the TOS.

23. Third-Party Services: SMS Relay may use third parties to provide certain services accessible through the Web Site and may provide links to third-party web sites. SMS Relay does not control those third parties, their services, or their parties may have their own terms of use and other policies.

24. Linking and Framing: You may not deep link to portions of the Web Site, or frame, inline link, or similarly display any of SMS Relay’s property, including, without limitation, the Web Site. You may not use any of SMS Relay’s logos or other trademarks as part of a link without express written permission.

25. Comments: All comments, feedback, suggestions, ideas, and other submissions that you disclose, submit or offer to us in connection with your use of the Web Site (collectively, Comments) will become SMS Relay’s exclusive intellectual property. Such disclosure, submission or offer of any Comments shall constitute an assignment to us of all worldwide right, title and interest in all patent, copyright, trademark, and all other intellectual property and other rights whatsoever in and to the Comments and a waiver of any claim based on moral rights, unfair competition, breach of implied contract, breach of confidentiality, and any other legal theory. You will, at SMS Relay’s cost, execute any documents to effect, record, or perfect such assignment. Thus, SMS Relay will own exclusively all such rights, title and interest and shall not be limited in any way in the use, commercial or otherwise, of any Comments. You should not submit any Comments to us if you do not wish to assign such rights to us. SMS Relay is and will be under no obligation: (i) to maintain any Comments in confidence; (ii) to pay to you or any third party any compensation for any Comments; or (iii) to respond to any Comments. You are and shall remain solely responsible for the content of any Comments you make.

You accept and are bound in both your individual capacity, and also to bind every business entity you create for your own behalf, in order to conduct your business using the SMS Relay Products described herein.

SMS Relay Messenger

TERMS OF SERVICE BY ACCESSING OR USING ANY PART OF OUR WEBSITE OR PRODUCTS, YOU AGREE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO BE SO BOUND, DO NOT ACCESS OR USE THIS WEBSITE OR OUR PRODUCTS. YOU MAY ALSO BE ASKED TO RE-ACCEPT OUR THEN-CURRENT TERMS EVERY TIME YOU MAKE ANY USE OF ANY PRODUCT PROVIDED BY SMS Relay LLC.

This Term of Service (“TOS” ) is legally binding on you if you use SMS Relay’s Products for business, your business entity (collectively, “Client”, “you” and “your”). This TOS governs your use of SMS Relay Messenger products and all related web pages, portals and interfaces (collectively, the “Web Site”) and the products we offer on or through the Web Site (“Products”), so please read it carefully.

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1. Your Acceptance of the TOS: You accept the TOS when you (a) use the Web Site; (b) use or attempt to use the Products; (c) sign or submit your electronic signature to the TOS; and/or (c) otherwise indicate your agreement to be bound to the TOS through any other means. If you do not accept the TOS, then you must not take any of the above actions.

2. Eligibility: No person under the age of 18 may use the Web Site or Products. Your use of the Web Site will be deemed to be a representation that you are 18 years of age or older. The Web Site and Products are meant for use by individuals residing within the United States only; others may not use them at this time.

3. Products: Subject to the terms of this TOS and upon payment in full by Client of any then- applicable fees, SMS Relay shall give Client a revocable, limited and non-exclusive license to use it’s texting products (hereinafter “SMS Relay Messenger Products” or “Products”).  The Products are licensed, not sold to you for use as outlined under the TOS. This license and grant is a sub-licensable, non-transferrable, revocable, limited, license to use Products only as set out herein.

4. Fees & Payment: Complete fee schedule can be found on your reseller’s website.

5. Data Sources and Ownership of Leads: SMS Relay is not a data broker or lead generator. Rather, the Products are merely a technology platform—a “common carrier.” As such, SMS Relay is not responsible and assumes no obligations regarding the source or accuracy of the data, which must be selected by Client. It is solely Client’s responsibility to select a compliant data source.

6.Ownership of Call History.  The data comprising the Call History (as described in the Product Settings), is the property of the Client and not SMS Relay or reseller.  The Client’s access to the Call History is accessed under “Call History” of the Dialer Settings for a period of ninety (90) days, after which this data will be removed from SMS Relay’s systems. SMS Relay will also email the Client the call history on a monthly basis.  Notwithstanding the Client’s ownership of such data, Client recognizes and agrees realizes that SMS Relay may be required by law to provide certain information about Client, including Call History, if SMS Relay receives a valid subpoena from a court or regulator with competent jurisdiction.  SMS Relay will only produce Client’s Call History upon receipt of a valid “Attorneys Eyes Only” protective order, unless otherwise ordered by a court of competent jurisdiction.

7. Compliance with Law: Client is required to use the Web Site and Products in full compliance with all applicable laws and regulations, including without limitation, all state, federal and international: (a) real estate professional licensee rules; (b) Do-Not-Call (“DNC”) list prohibitions; (c) telephone solicitor licensing and bonding requirements; (d) consumer cancellation rights; (e) wireless calling restrictions; (f) restrictions on the use of automatic telephone dialing systems and pre-recorded messages; (g) opt-out rules; (h) mandatory disclosures (i) intellectual property rights and restrictions; and (j) all other product and industry regulations. By making any use of the Products or Web Site, Client expressly warrants to SMS Relay that Client is and shall continue to act in full compliance with the law. All SMS Relay Messenger offers are void where prohibited by law. Client agrees that Client has read and understands the FTC’s Telemarketing Sales Rule (“TSR”) and the FCC’s Telephone Consumer Protection Act (“TCPA”), and all other applicable laws and regulations. Client should review these rules with Client’s own legal counsel to ensure that Client understands and is fully compliant. SMS Relay does not assume responsibility for ensuring that Client’s marketing campaigns meet applicable legal requirements. SMS Relay does not assume any liability if Client is ever held guilty or liable for any violation of law.

8. Cell Phones: Client understands that the TCPA and similar laws may prohibit certain types of messages to wireless phones without prior express written consent and agrees to assume all risks related to the same. Client should investigate such laws and only elect to message cell phones if Client is confident that it can legally do so. Client is solely responsible if it chooses to make such messages.

9. SAN Numbers & DNC: (For telemarketing messages specifically) Client acknowledges that certain sellers and telemarketers may be required to purchase their own Subscription Account Number (“SAN”) to access the National DNC registry, including all area codes into which they call or transmit messages. Client agrees to obtain a SAN number and all applicable area codes, unless exempt. Client agrees to purchase and scrub against any applicable state or federal DNC list, unless exempt. Client shall refrain from marketing to any consumer who has opted-out by asking not to receive future marketing from Client. Client (and not SMS Relay) shall be responsible for maintaining and enforcing an internal DNC list of consumers who have opted out of Client’s marketing.

10. Do-Not-Call List Suppression: (For telemarketing messages specifically) Client agrees not to place telemarketing calls to numbers on any then active state or federal Do-Not-Call (“DNC”) database or on their own internal, entity specific opt-out list. Client shall suppress all such DNC related numbers from its lists at least once every 30 days, or more frequently if required by law. Client shall retain proof of all such DNC suppression habits, along with a written DNC policy and records demonstrating Client enforced the same. The only exceptions to this provision shall be if either the calls will be exclusively non- telemarketing/advertising, as defined by law, or if Client demonstrated that it has well-documented proof of the call recipient’s prior express written consent to be called.

11. No Legal, Financial or Tax Advice Provided: No financial, legal, or tax advice or counsel is given to the Client, or shall be deemed to have been given by SMS Relay or its affiliates and contractors.

12. Indemnification: Client shall assume, pay, indemnify, hold harmless and reimburse SMS Relay and its owners, employees, agents, attorneys, affiliates, contractors, successors and assigns for any and all liabilities, damages, claims, suits, settlements, judgments, investigations, costs, and expenses (including reasonable attorney’s fees and court costs) directly or indirectly incurred by SMS Relay to the extent the same are related in any way to the TOS or to Client’s use of the Products. Upon receipt of any demand or claim by SMS Relay related to Client, SMS Relay may elect to turn the defense and resolution of such claim over to Client, who shall then bear all costs and expenses and shall promptly investigate and settle or otherwise resolve any such claim to SMS Relay’s full satisfaction. Alternatively, SMS Relay may elect to defend any such claim on its own and then to obtain reimbursement from Client for all of its reasonable defense costs and expenses including attorney fees,  on an ongoing basis or at the conclusion of the matter. In either case, SMS Relay and Client shall cooperate and share necessary information in any such defense.

13. Limitation of Liability: SMS Relay is not responsible for any failure of a third-party DNC database or wireless list provider to deliver to Client  its data accurately, completely or in a timely way. SMS Relay is not responsible for damages resulting from improper or incomplete use by Client of Products. Client understands that this is a significant limitation on Client’s right to sue SMS Relay and Client should not proceed to use the Products if Client does not agree. SMS Relay shall not be bound by any typographical or other error or misprint in its marketing materials or online purchase websites, so long as SMS Relay provides prompt notice of any such error and corrects the same, upon discovery.

14. Warranties: Except as otherwise provided herein, THE PRODUCTS ARE PROVIDED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL SMS Relay OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS OR BUSINESS INTERRUPTION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE PRODUCTS, EVEN IF SMS Relay  HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15. Intellectual Property: The Products and all copyrights, patent rights, trade secret rights, trademarks, service marks, logos, and all other current and future intellectual property and proprietary rights in whole or in part related thereto (collectively, “Intellectual Property”) are expressly reserved to SMS Relay. Client specifically acknowledges that this Agreement does not confer upon Client any interest in the Intellectual Property or any right to use any trademark or service mark of SMS Relay. Client acknowledges that the Intellectual Property is protected by state, federal and international copyright laws and treaties and Client hereby prospectively waives any challenges to the existence, ownership and enforceability the same.  Client shall not alter the Intellectual Property or trademarks provided by SMS Relay under this Agreement and Client shall not use such proprietary content, components, and information except as expressly permitted by this Agreement.  Client agrees not to directly or indirectly, attempt to, copy, create derivative works of, decompile, derive the source code of, disassemble, modify, reverse engineer, the Intellectual Property or register or use the trademarks any other marks that are confusingly similar to the SMS Relay trademarks.  Client acquires no rights to the Intellectual Property, and Client hereby assigns and transfers to SMS Relay all rights that it may acquire in and to the Intellectual Property, whether by operation of law or otherwise.

16. Legal Relationship: By this TOS, no agency, employment, ownership, partnership, or joint venture relationship is formed between SMS Relay and the Client beyond that of an independent contractor relationship.

17. Choice of Law & Venue: This TOS shall be governed by and construed according to the laws of the State of Utah, without giving effect to normal choice-of-law and conflict-of-law principles. The parties agree that the State and Federal courts residing in Utah County, Utah, shall have exclusive jurisdiction and venue over any legal dispute between SMS Relay and Client (with the exception of claims for injunctive relief regarding misuse of Intellectual Property which can be brought in any court having jurisdiction). SMS Relay and Client consent to such jurisdiction at this time. The prevailing party in any legal dispute between SMS Relay and Client shall be entitled to their reasonable attorney’s fees and court costs.

18. Notices: All notices which may or shall be given under this TOS shall be made either by certified mail to the last known business address of the party to which the notice is intended. If either party has changes to its address, a written notice thereof shall be given to the other party to this TOS. Official notices related to this TOS must be sent to us at:

SMS Relay LLC

1411 W 1250 S STE 102

Orem, UT 84058

19. Entire Agreement: The TOS, along with any modification, addendum, schedule or exhibit incorporated by reference, constitutes the entire understanding and agreement of SMS Relay and Client with regard to the subject matter hereof and supersedes all prior and contemporaneous communications, understandings and agreements, either written or oral.

20. Survival: Any provision of the TOS, which by its nature, would naturally survive the termination of the TOS, shall expressly survive any termination, including without limitation, those provisions related to payment, indemnity, compliance with law, intellectual property,  and notices.

21. MODIFICATIONS: SMS Relay RESERVES THE RIGHT TO MAKE CHANGES TO THIS TOS AT ANY TIME. YOUR CONTINUED USE OF THE WEB SITE OR PRODUCTS CONSTITUTES ASSENT TO ANY NEW OR MODIFIED PROVISION OF THE TOS THAT MAY BE POSTED ON THE WEB SITE. SMS Relay WILL ACT IN GOOD FAITH TO UPDATE CLIENT ABOUT CHANGES TO THESE TERMS EITHER VIA EMAIL OR BY CONSPICUOUS POSTING ON THE WEB SITE.

22. Prohibited Conduct: In your use of the Web Site, you may not: (i) infringe any patent, trademark, trade secret, copyright, right of publicity or other right of SMS Relay; (ii) disrupt or interfere with the security or use of the Web Site or any web sites linked to the Web Site; (iii) interfere with or damage the Web Site, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial of service attacks, packet or IP spoofing, forged routing or electronic mail address information, or similar methods or technology; (iv) impersonate another person or entity, misrepresent your affiliation with a person or entity, including (without limitation) us, or use a false identity; (v) attempt to obtain unauthorized access to the Web Site; (vi) engage, directly or indirectly, in transmission of spam, chain letters, junk mail or any other type of unsolicited solicitation; (vii) collect, manually or through an automatic process, information about other users or the Web Site without their or our express written consent; (viii) submit false or misleading information to us; (ix) violate any law, rule, or regulation; (x) engage in any activity that interferes with any third party’s ability to use or enjoy the Web Site; or (xii) assist or encourage any third party in engaging in any activity prohibited by the

23. TOS.Third-Party Services: SMS Relay may use third parties to provide certain services accessible through the Web Site and may provide links to third-party web sites. SMS Relay does not control those third parties, their services, or their parties may have their own terms of use and other policies.

24. Linking and Framing: You may not deep link to portions of the Web Site, or frame, inline link, or similarly display any of SMS Relay’s property, including, without limitation, the Web Site. You may not use any of SMS Relay’s logos or other trademarks as part of a link without express written permission.

25. Comments: All comments, feedback, suggestions, ideas, and other submissions that you disclose, submit or offer to us in connection with your use of the Web Site (collectively, Comments) will become SMS Relay’s exclusive intellectual property. Such disclosure, submission or offer of any Comments shall constitute an assignment to us of all worldwide right, title and interest in all patent, copyright, trademark, and all other intellectual property and other rights whatsoever in and to the Comments and a waiver of any claim based on moral rights, unfair competition, breach of implied contract, breach of confidentiality, and any other legal theory. You will, at SMS Relay’s cost, execute any documents to effect, record, or perfect such assignment. Thus, SMS Relay will own exclusively all such right, title and interest and shall not be limited in any way in the use, commercial or otherwise, of any Comments. You should not submit any Comments to us if you do not wish to assign such rights to us. SMS Relay is and will be under no obligation: (i) to maintain any Comments in confidence; (ii) to pay to you or any third party any compensation for any Comments; or (iii) to respond to any Comments. You are and shall remain solely responsible for the content of any Comments you make.

You accept and are bound in both your individual capacity, and also to bind every business entity you create for your own behalf, in order to conduct your business using the SMS Relay Products described herein.