CRUISE CONTROL TERMS OF SERVICE

Last Updated: May 1, 2024

Effective May 15, 2024

IMPORTANT: BEFORE ACCESSING OUR SITE, OR USING OUR PLATFORM OR SERVICES, WHICH ARE DEFINED BELOW, YOU MUST READ THIS ENTIRE AGREEMENT CAREFULLY. THIS AGREEMENT CONSTITUTES A LEGALLY BINDING AGREEMENT BETWEEN YOU AND US, AND THESE TERMS AFFECT YOURR LEGAL RIGHTS AND OBIGATIONS.

ATTENTION!—ARBITRATION AGREEMENT AND CLASS ACTION WAIVER: THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN COURT OR JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE. YOU WILL NOT BE ABLE TO BRING OR PARTICIPATE IN A CLASS OR COLLECTIVE ACTION AGAINST US. CAREFULLY REVIEW THE SECTION ENTITLED “DISPUTE RESOLUTION – ARBITRATION AGREEMENT AND CLASS ACTION WAIVER” BEFORE YOU AGREE TO THESE TERMS OR ACCESS THE WEBSITE AND/OR SERVICES.

PLEASE ALSO BE ADVISED THAT YOUR SUBSCRIPTION WITH CRUISE CONTROL WILL “AUTO-RENEW” (AS DEFINED BELOW) AND THERE ARE CERTAIN LIMITATIONS OF LIABILITY AND INDEMNITY OBLIGATIONS, AS PROVIDED IN MORE SPECIFIC DETAIL BELOW.

INTRODUCTION

Welcome to www.cruisecontrol.ai, together with any related websites, mobile sites, and/or mobile applications, including but not limited to www.cruisecontrolai.com, hereinafter collectively referred to as the “Site” or “Website”. The Site is owned and operated by Cruise Control AI, LLC, d/b/a Cruise Control (“Provider”, “We”, “Or”, or “Us”).

These terms and conditions (“Terms of Service”, “Terms”, or “Agreement”) govern the individual, company and/or organizational (collectively, “you,” “your” or “Customer”) use of and/or access to the Site, Platform (defined in “Definitions” below) offered by Provider, and any subscription to, use of, and/or purchase of Services (defined in “Definitions” below) offered by Provider.

In some instances, both these Terms and separate agreements, rules, or terms of use or terms of sale set forth additional or different terms and/or conditions, which apply to your use of the Site, Platform, or Services (collectively “Additional Terms”). To the extent there is a conflict between these Terms and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly state otherwise.

Please read these Terms and any Additional Terms carefully before using the Site, Platform or Services. By accessing or using the Site, Services, Platform, or any of the content thereon, you thereby indicate your express, complete agreement to all Terms and any Additional Terms, and your agreement to be legally bound thereto. If you do not unconditionally agree to these Terms and any Additional Terms in their entirety, you shall not (and shall have no right to) access or use the Site, Services, or Platform. If you do not understand any of the Terms or Additional Terms, you must seek independent legal counsel before accessing our Site or using our Platform or Services, and you may only access our Site or use our Platform or Services if you fully understand and agree to all Terms and any Additional Terms. Due to the nature of our business, we would not make the Platform or Services available to you without your express agreement to all of the Terms and Additional Terms. If the Terms are considered an offer, acceptance is expressly limited to such Terms.

You are responsible for violations of these Terms by you or anyone else using your account, with or without your permission. Your use of the Site, Platform or Services to assist another person or entity in an activity that would violate these Terms is a violation of these Terms.

ELIGIBILITY

To access or use the Site, you must be eighteen (18) years of age or older, not be a competitor of ours (as we may determine in our sole discretion), and not have been previously banned from the Site or had your account closed by us.

You represent that you are lawfully able to enter into contracts in your residence jurisdiction. If you are using the Site, Services, and/or Platform on behalf of an entity or another person, such as the company you work for, you represent and warrant that (i) you have authority to accept these Terms and any Additional Terms on that person’s or entity’s behalf; (ii) you agree that “you,” “your”, “Customer” or similar references as used in these Terms includes both you personally and the person or entity for which you are using the Site, Services, and/or Platform, and (iii) in the event you or the person or entity violates these Terms and any Additional Terms, the person or entity agrees to be responsible to Provider. You and Cruise Control are collectively referred to as the “Parties” and each is a “Party”.

UPDATES TO TERMS

We reserve the right, at any time, to update and change any or all of these Terms, and any additional terms and conditions, in our sole discretion, including but not limited to the fees and charges associated with the use of the Services. The new terms will be effective as of the time that we post them, or such later date as may be specified within the terms or in other notice to you. 

YOU AGREE THAT WE MAY NOTIFY YOU OF ANY CHANGES TO THESE TERMS, OR ADDITIONAL TERMS, BY POSTING THEM ON THE SITE, OR USING ANY OTHER REASONABLE MANNER OF NOTICE WHICH WE MAY ELECT IN OUR SOLE DISCRETION, AND THAT YOUR USE OF THE SITE, PLATFORM, AND/OR SERVICES AFTER SUCH NOTICE CONSTITUTES ENTERING INTO A NEW AGREEMENT WITH US PURSUANT TO THE THEN-APPLICABLE TERMS OF USE. You can reject any new or revised Terms, or Additional Terms, by discontinuing use of the Site, Platform and Services.

DUE TO THE EVOLVING NATURE OF OUR PLATFORM AND SERVICES, AS WELL AS THE CONSTANTLY EVOLVING NATURE OF THE TECHNOLOGY USED IN OUR PLATFORM AND SERVICES, WE MAY MAKE MATERIAL CHANGES TO THESE TERMS, AND TO OUR SERVICES, PLATFORM, AND SITE, AT ANY TIME AND WITHOUT ANY ADVANCE NOTICE. FOR THIS REASON, EACH TIME YOU SIGN IN TO OR OTHERWISE USE THE SITE OR PLATFORM, OR UTILIZE SERVICES, INCLUDING ANY CONTACTS THAT ARE AUTOMATICALLY SYNCED OR BROADCASTS THAT ARE AUTOMATICALLY SENT, YOU ARE ENTERING INTO A NEW AGREEMENT WITH US PURSUANT TO THE THEN-APPLICABLE TERMS OF USE.  Therefore, you should review the posted Terms and any applicable Additional Terms each time you use the Platform and Services, including regularly reviewing www.CruiseControl.ai/terms for the most current version of these Terms. 

In the event any notice to you of new, revised or Additional Terms is determined by a tribunal to be insufficient, the prior agreement shall continue until sufficient notice to establish a new agreement occurs. 

DEFINITIONS

The following definitions are used in these Terms. This is not an exhaustive list; other definitions are defined throughout these Terms.

“Contact(s)” means any customer(s), lead(s), user(s), employee(s), and/or any other person, entity, or contact(s) added to, used with, or communicated with using or in connection with the Site, Platform, or Services, including:

• “Manual Contact(s)” which may be added to, used with, or communicated with the Site, Platform, or Services using uploading, manual importing, or using similar tools or features available on the Platform, all of which are collectively referred to as “Manual Import”
• “Synced Contact(s)” which may be added to, used with, or communicated with the Site, Platform, or Services using syncing, pushing, auto importing, or similar methods using tools or features available on the Platform (“Provider Sync”) or using tools, features or services offered by third parties (“Other Sync”), all of which are collectively referred to as “Auto Sync”.

“Customer Content” means all information and data, including text, images, photographs, videos, audio, files, and any other content, in any media and format, provided or made available to Provider by or on your behalf in relation to the use of the Platform or Services. 

“Communication” means anything transmitted to a Contact in connection with the Site, Platform, or Services, including but not limited to text messages, SMS, MMS, voice messages, voice calls, and emails.

“Communication Methods” collectively refers to mobile messaging services, text message services, voice broadcasting services, Short Message Services (commonly referred to as SMS), Multimedia Messaging Services (commonly referred to as MMS), email, and other communication systems.  

“Communication Content” means any text, audio, image, photograph, file, or other content or media that is added, imported, uploaded, or saved to, created on, or otherwise used in connection with the Site, Services or Platform, whether in draft version, final version, saved as a template, saved as a message, or in any other format or version, and whether or not actually transmitted to a Contact.

“Fair Use Policy” means the limits placed on usage as described herein.

“Laws” means all applicable federal laws, state laws, local laws, statutes, government regulations, case law, and industry guidelines. 

“Mentions” means the information, including links, posts, and excerpts, that has been made publicly available and obtained by Cruise Control on your behalf from the Internet, and data derived therefrom, including reports, summaries, graphs, and charts.

“Platform” means the software, technical and communications platform(s) available on and through the Site or Services.

“Recipient(s)” means any Contact who receives a Communication.

“Review Sites” means the site(s) currently supported by the Services or connectable to the Platform that collect and/or display reviews, including but not limited to Google, Facebook, other sites as described on the Site.

“Services” means products and/or services provided to you by Cruise Control based on the plan you have purchased, or free trial for which you have signed up, which includes but is not limited to various voice broadcast services; text message services; SMS services, MMS services, pre-recorded voice message services; feedback collection and management; customer review collection and management; business reputation management; artificial intelligence (AI) tools; social media tools for uploading, posting, scheduling, managing, and planning content on social media; social media tools for monitoring and responding to messages and comments; and other features available through our Site or Platform, as well as any SMS and/or MMS “long codes” or “short codes” (hereinafter collectively referred to as “SMS/MMS Codes”) that may be assigned, provided or otherwise made available to you in connection with your subscription, trial, or use of the Site, Services, or Platform.

“Social Sites” means the social networking site(s) currently supported by the Services or connectable to the Platform, including but not limited to X, Facebook, LinkedIn, Instagram, YouTube, Pinterest, TikTok, and other social networking sites as described on the Site.

“Third Party Provider” means   

“Third Party Terms” means the privacy policy, terms and conditions, and any other applicable policies of any Third Party Provider, Social Sites, and Review Sites used in connection with the Site, Platform, or Services.

“Text Messages” refers collectively to text messages, SMS messages, MMS messages, and other similar messages.

“Voice Call” or “Voice” refers to any voice calls, voice message, voice broadcasts, pre-recorded messages, audio files, and the like, transmitted by or through the Platform, whether delivered as a live call or left as a message on a voicemail.

“Third-Party Services” means products, services, applications, and/or websites made available by any Third Party Provider.

“User” includes all of the following:

• Anyone who pays to access and use the Platform or Services (“Customers”)
• Anyone who uses or accesses our Platform or Services by any other means such as free trial (“Free Trial Customers”)
• Visitors to our Site (“Visitors”)
• Authorized users that obtain access to the Site, Platform, or Services through Customers or Free Trial Customers (“Authorized Users”)
• Collectively, Customers, Free Trial Customers, Visitors, and Authorized Users are “Users”

IMPORTANT NOTICES – GETTING STARTED

Platform Use

You understand and agree that you bear all responsibility and liability for understanding the Site, Platform, and Services, including but not limited to the features, functions, tools, labels, words, phrases, terminology, and anything else associated with or used in connection with the Site, Platform, and Services, as well as all implications associated therewith, both functionally and legally, and any and all applicable Laws and Third Party Terms.

You are hereby on notice, and understand and agree, that the Platform and Services are designed with certain default settings and to execute certain actions according to protocols, all of which have important practical implications and legal significance. These Terms describe some of the settings and protocols; you are solely responsible for independently and thoroughly reviewing and fully understanding the Platform and Services prior to use, including all default settings, protocols, actions, features, functions, tools, labels, words, phrases, terminology, and anything else associated with or used in connection with the Site, Platform, and Services, and only using the Platform and Services if you fully understand the foregoing. Additionally, you are solely responsible for seeking independent legal counsel and understanding all Laws as well as the legal implications and legal significance of the Site, Platform, Services, labels, etc  before using the Platform or Services; We do not provide legal advice, as set forth in greater detail below. If you cannot use the Site, Platform and Services in full compliance with these Terms, any and all Additional Terms, any and all Third Party Terms, all Laws, and your own terms of service and privacy policy, or if the protocols, actions, operation, design, or otherwise of the Site, Platform, or Services would cause you to not be in full compliance with all of the foregoing, or if these is any uncertainty or ambiguity, you shall not and may not use the Site, Platform or Services. Notwithstanding the foregoing, you hereby understand and agree that Provider merely provides a platform for facilitating the sending of Communications, and Customer shall have sole responsibility and liability, which is set forth in more detail in the section entitled Provider’s Role

 

 

You also understand and agree that prior to using the Platform or Services, you must fully understand the foregoing, obtain legal counsel if you do not understand anything, and only use this Site, Services, and Platform if you can do so in full compliance with all Terms, any Additional Terms, Third Party Terms, and Laws.

 

DESCRIPTION OF THE SITE, PLATFORM AND SERVICE

A. CRUISE COMMUNICATOR

Through the Platform and Services, we offer “Cruise Communicator” which provides messaging and notification services which permit Customers to communicate with and send information and notices to their Contacts using various Communication Methods. Additionally, as part of Cruise Communicator, we may provide Customers with tools to Manual Import and Auto Sync Contacts, including data related to these Contacts, which includes names, phone numbers, email addresses, order numbers, employee names, and other information that is collected by you (collectively, “Contact Data”). Other tools and features are described below. Additional details and important notices with legal significance are contained in the section entitled “COMMUNICATION SERVICES GENERALLY”. Below are details and terms related specifically to Cruise Communicator, which may be available through a subscription for Cruise Communicator or through any other subscription that provides access to Cruise Communicator, including but not limited to bundle subscriptions.

i. Tools and Features

Messages: The Platform offers a tool called “Messages”, which allows input of Communication Content. Messages may be sent to Contacts using the Platform.

Templates: The Platform offers a tool called “Templates” which allows input of Communication Content. Templates may be used for or inserted into Messages.

Text-To-Speech: The Platform may offer a text-to-speech tool (“TTS Tool”), which converts your text into an audio file using an artificial voice. Due to the nature of text-to-speech technology, Provider makes no guarantee as to the accuracy or reliability of the TTS Tool. Any use of the TTS Tool is done so at Customer’s sole choice and at Customer’s sole risk. Customer acknowledges that the TTS Tool will have access only to the text that you input. You acknowledge and agree that you will not provide additional information to the TTS Tool that could be considered Personal Information, Personally Identifiable Information (“PII”), Protected Health Information (“PHI”), or any other category of information that is subject to additional protections and restrictions under applicable Laws, including, but not limited to, the Health Insurance Portability and Accountability Act of 1996 (“PHI”), as amended, state privacy laws, the General Data Protection Regulation (EU) 2016/679 (“GDPR”), or any other law governing the privacy, security, or confidentiality of individually-identifiable information. To the extent Customer provides any such information to the TTS Tool or otherwise modifies the TTS Tool’s output to include such information, Customer acknowledges and agrees that Customer will be solely responsible for satisfying all obligations by Laws before using the TTS output, including, but not limited to, obtaining all required consents and/or authorizations to conduct the disclosure.  **Do we have to inform that the data is being added publicly to openai / chatgpt?**

Broadcasts: The Platform offers tools to send Demo Broadcasts, Manual Broadcasts and Auto Broadcasts (collectively referred to as “Broadcasts”). Demo Broadcasts are available to Free Trial Users and may be used to send Communications to your own phone number. Demo Broadcasts may not be sent to any other Contacts. Manual Broadcasts allow sending a one-time Communication to Contacts, either immediately or on a future date. Auto Broadcasts allow sending Communications to Contacts according to certain schedules, rules, and filters that you specify. Contacts will be added to Broadcasts as of the date and time that the Broadcast is scheduled to send, or immediately if an immediate broadcast is selected. Contacts will be added to Broadcasts based upon the rules and filters that you specify, and based upon the Consent Type for each Contact. Additional details are contained in sections below, in particular “How Message Type and Consent Type is Used for Broadcasts”.

Forwarding Numbers and Push-To-Talk: The Platform may provide a tool that enables Contacts to push a button to be connected to a live agent during a Voice Call (“Push-to-Talk”). When this feature is enabled, and a Contact pushes the specified button, a new call will be initiated from the Contact’s phone to a phone number that you specify on your account (“Forwarding Number”). You are responsible for all costs and fees associated with receiving calls at your Forwarding Number, which may be charged by your carrier. If using the Push-To-Talk tool, you must specify a Forwarding Number, and you shall only use a phone number that you own and that is associated with the entity for which Communications are being sent. You are solely liable for use of Push-To-Talk. You are solely responsible for the accuracy of the Forwarding Number specified, and all liability is the Forwarding Number is false or incorrect, or becomes false, incorrect, or outdated at any time in the future. Any Forwarding Number shown on your account is solely a reflection of the Forwarding Number specified by you, and does not in any way indicate that Provider has reviewed, confirmed, checked, tested, or approved any Forwarding Number.

Manual Import and Auto Sync:  The Platform may offer tools to Manual Import and/or Auto Sync Contacts. Using Manual Import and/or Auto Sync has consequences as to how and to whom the Platform sends Communications; accordingly, using Manual Import and Auto Sync has important practical implications and legal significance. The practical implications are described below; you are solely responsible for understanding all legal implications independently; We do not provide legal advice.

1. Consent Types
   
   Cruise Communicator uses the labels “Transactional Text”, “Promotional Text”, “Transactional Call”, and “Promotional Call”, hereinafter collectively referred to as “Consent Types.” These Consent Types are to be defined and interpreted pursuant to and consistent with Laws applicable to You.

iii. Consent Documentation

Consent Documentation has consequences as to which Contacts receive Communications through the Platform; accordingly, this section has important practical implications and legal significance. The practical implications are described below; you are solely responsible for understanding all legal implications independently; We do not provide legal advice.

Cruise Communicator automatically documents all Synced Contacts with Consent Types of Transactional Text and Transactional Call. You shall not use Auto Sync if you do not have legally-sufficient consent to send Message Type of transactional (defined below) using Message Methods (defined below) of Text and Call, for all Contacts that are, may, or will be added to or otherwise used in connection with the Site, Platform, or Services using Auto Sync. If you have legally-sufficient consent to send Message Type of promotional with Message Methods of call and/or text, you must specify how to document these Consent Types in the settings for Auto Sync; if you do not make any specifications, by default all Contacts will have promotional Consent Types set to “Unspecified”.

The Platform automatically documents all Manual Contacts with Consent Types of Transactional Text and Transactional Call. If you do not have legally-sufficient consent to send Message Type of transactional (defined below) using Message Methods (defined below) of Text and Call, you must change the Consent Types for that Contact to “Unspecified” (which means that the Contact has neither consented nor opted-out) or “Opted-Out” (which means that the Contact has opted-out) for Transactional Text and/or Transactional Call. If you have legally-sufficient consent to send If you have legally-sufficient consent to send Message Type of promotional with Message Methods of call and/or text, you must change the Consent Types for each applicable Contact to “Yes” for Promotional Call and/or Promotional Text; by default these Consent Types are set to “Unspecified”.

You are solely liable for the Consent Types on all Contacts regardless of how the Consent Type was added; this includes but is not limited to the Consent Types that you manually specify on Manual Contacts; get added automatically by virtue of settings that you configure on the Platform; or by virtue of the default behavior and/or automatic actions of the Platform as described herein. You hereby acknowledge, understand, and agree that the Platform will send Communications to Contacts based on the Consent Type(s) listed for each Contact. You understand and agree that you are solely liable for all Communications that are sent to Contacts.

See COMMUNCIATION SERVICES GENERALLY section for additional details about consent.

1. Message Types

All Messages and Templates on the Platform have a “Message Type” field, which requires selection of a classification of “Promotional” or “Transactional”. Selecting a Message Type has consequences as to how and to whom the Platform sends your Communications, and as a result, selecting a Message Type has important practical implications and legal significance. The practical implications are described below; you are solely responsible for understanding all legal implications independently; We do not provide legal advice.

“Transactional” and “Promotional” Message Types are to be defined and interpreted pursuant to and consistent with applicable Laws. In the event of any conflict, or if the use of these Message Types and the default and automatic actions of the Platform (which is described in more detail below) would cause you to not be in full compliance with all Laws, you may not use the Platform or Services. In the event of any ambiguity, you are solely responsible for obtaining the necessary legal counsel, and only using the Platform and/or Services if you fully understand the Site, Services, and Platform along with the related behavior and actions of the Platform, and your use thereof will be in full compliance with all Laws.

You are solely liable for the Message Type on all Messages, Templates, and Broadcasts. You hereby acknowledge, understand, and agree that the Platform will send Communications to Contacts based on Message Type, which is described in more detail below.

The Message Type displayed anywhere on the Platform is solely a reflection of the Message Type you selected, and does not in any way indicate that the Message Type is correct, accurate, or in compliance with Laws; nor does it indicate that Provider has reviewed or approved any Message Type. You are solely responsible if the Message Type associated with any Message, Template, or Broadcast is false or incorrect, or becomes false, incorrect, or outdated at any time in the future for any reason.

1. Delivery Methods

All Messages and Templates on Cruise Communicator have a “Method” field, which requires selection of a Communication delivery Method, such as Text Message, Voice Call (also referred to as “Voice”), or Email. The Methods of Text Message, Voice Call, Email, and any other Method made available on the Platform or Service are to be defined and interpreted pursuant to and consistent with applicable Laws.

Selecting a Method has consequences as to how and to whom the Platform sends your Communications, and as a result, selecting a Method has important practical implications and legal significance. The practical implications are described below; you are solely responsible for understanding all legal implications independently; We do not provide legal advice.

You are solely liable for the Method selected. You hereby acknowledge, understand, and agree that the Platform will send Communications to Contacts based on Method, which is described in more detail below.

The Method displayed on Broadcasts and anywhere else on the Platform is solely a reflection of the Method you selected, and does not in any way indicate that the Method is correct, accurate, or in compliance with Laws; nor does it indicate that Provider has reviewed or approved any Method. You are solely responsible if the Method associated with any Message, Template, or Broadcast is false or incorrect, or becomes false, incorrect, or outdated at any time in the future for any reason.

v. How Message Type and Consent Type is Used for Broadcasts

This section has important practical implications and legal significance. The practical implications are described below; you are solely responsible for understanding all legal implications independently; We do not provide legal advice.

When using Manual Broadcasts, the Platform sends Communications to Contacts based upon the following: (i) Message selected for Broadcast (“Selected Message”); (ii) Message Type assigned to Selected Message; (iii) Method assigned to Selected Message; (iv) Consent Type documented on Contact(s) as of the time the Broadcast is scheduled to send out; (v) rules, filters, tags, triggers, schedules, and/or other specifications that you may define, as applicable; and (vi) opt-outs.

When using Auto Broadcasts, the Platform sends Communications to Contacts based upon the following: (i) Message associated with the Auto Broadcast (“Associated Message”); (ii) Message Type assigned to Associated Message; (iii) Method assigned to that Auto Broadcast; (iv) Consent Type documented on Contact(s) as of the time the Broadcast is scheduled to send out; (v) rules, filters, tags, triggers, schedules, and/or other specifications that you may define; and (vi) opt-outs.

The following outlines the specific actions performed by the Platform:

• “Transactional” Message Type and “Text Message” Method: Messages with these classifications will be sent to all Contacts for which consent has been documented for the Consent Type of “SMS Transactional”, using the Communication Method of Text Message.
• “Transactional” Message Type and “Voice” Method: Messages with these classifications will be sent to all Contacts for which consent has been documented for the Consent Type of “Call Transactional”, using the Communication Method of Voice Call.
• “Promotional” Message Type and “Text Message” Method: Messages with these classifications will be sent to all Contacts for which consent has been documented for the Consent Type of “SMS Promotional”, using the Communication Method of Text Message.
• “Promotional” Message Type and “Voice” Method: Messages with these classifications will be sent to all Contacts for which consent has been documented for the Consent Type of “Call Promotional”, using the Communication Method of Voice Call.

The Message Type and Method labels referenced in this section and any preceding sections shall include any variation of terminology or phrasing as may be used on the Site or Platform for which it can be reasonably be understood to have the same or similar meaning or connotation.

Opt-Outs

No Communication will be sent to a Contact that is documented as opted out for that Consent Type. Opt-outs may be documented using two methods: (i) Our Third Party Provider, such as Twilio, receives opt-outs from carriers and automatically blocks the sending of any messages to opted-out phone numbers; and (ii) You may manually document opt-outs by editing a Contact and selecting “Opted-Out” for any Consent Type; in this case the Platform will exclude these opted-out Contacts from Communications. Opt-outs remain in full force and effect unless the Contact expressly provides legally-sufficient consent to opt back in using the same method that was used for opt-out.

Phone Numbers and Campaigns

Every paid subscription to Cruise Communicator includes the option to activate up to two (2) phone numbers (“Included Numbers”). Provider uses a third-party to supply the Included Numbers and you may not have any option, choice, or control over the actual number or type of number that is available as Included Numbers. Each Included Number may be used to register up to one (1) campaign with our Third Party Provider (“Included Campaign”).
**double check, if we’re giving an 800# for transactional, they don’t need to register?** The costs and fees for phone number registration for Included Numbers and the one-time and recurring costs and fees for Included Campaign shall be covered by Provider.

If any campaign registration is rejected for any reason, User may re-submit an amended campaign registration and/or submit a new campaign registration; provided, however, that Provider has sole discretion to: (i) determine the amount of any additional costs or fees that User must pay in order to re-submit an amended application or submit a new application; (ii) choose the method and type of submissions; and (iii) limit the number of additional new applications or amended applications that may be submitted by User.

You may obtain additional phone numbers (“Additional Numbers”) in addition to or in lieu of the Included Numbers. You are responsible for all one-time costs, monthly costs, and any other costs or fees associated with adding, activating, and/or purchasing any Additional Numbers. You may submit campaign registration for Additional Numbers, or submit an additional campaign registration for Included Numbers; you are solely responsible for any costs and fees associated with registering for any campaigns in addition to or in lieu of the Included Campaign. All applicable fees and costs referenced in this section are charged at the then-applicable rates set forth on the Site. 

Phone Number Labels

All Included Numbers have Nickname fields (“Phone Number Label”). If you choose to use Included Numbers, the Phone Number Labels are pre-filled using the labels of “Transactional” and “Promotional”. If using Additional Numbers, you must specify the Phone Number Label. Included Numbers and Additional Numbers are collectively referred to as “Phone Number(s)”.

The Platform uses the Phone Number with “Transactional” Phone Number Label to send Broadcasts for Messages with Message Type of “Transactional”. The Platform uses the Phone Number with “Promotional” Phone Number Label to send Broadcasts for Messages with Message Type of “Promotional”. To change the Phone Number used for a Broadcast, you must manually change the Phone Number within the Broadcast settings.

The Phone Number Labels “Transactional” and “Promotional” do not in any way indicate that: (i) any approval or registration has been obtained or that such approval or registration can or will be obtained; (ii) that the Phone Number is authorized to send any particular Message Type; (iii) that the Phone Number will use any particular Method; (iv) that the Phone Number is authorized to communicate with any particular Consent Type documented on Contacts; (v) that the Phone Number has actually been used to send any particular Message Type or Communication to any particular Contact; or (vi) that Provider has reviewed, vetted, verified, or approved any Phone Number Label or anything else associated with a Phone Number.

1. CRUISE REVIEWS

Through the Platform and Services, we offer “Cruise Reviews” which provides the review, collection, and use of information that has been voluntarily disclosed by related individuals to publicly-accessible third-party websites, applications, programs and other platforms. Any such information obtained and used by Provider in its performance of Services shall not be considered Personal Information, PII, PHI, or any other category of information that is subject to additional protections and restrictions under applicable laws, including, but not limited to, HIPAA, state privacy laws, GDPR, or any other law governing the privacy, security, or confidentiality of individually-identifiable information. Other tools and features of Cruise Reviews are described below.

Additional details and important notices with legal significance are contained in the section entitled “COMMUNICATION SERVICES GENERALLY”. Below are details and terms related specifically to Cruise Reviews, which may be available through a subscription for Cruise Reviews or through any other subscription that provides access to Cruise Reviews, including but not limited to bundle subscriptions.

i. IMPORTANT: Before Adding Contacts

You are hereby on notice and acknowledge that you understand and agree that the Platform sends Communications to all Contacts immediately upon Contacts being added to, synced with, or otherwise by any means connected to (hereinafter collectively referred to as “Added” or “Adding”) Cruise Reviews. Accordingly, before Adding or causing to be Added, including using Manual Import or Auto Sync, you shall: (i) remove any Example Messages (defined in section entitled Communications Generally) and add your own Communication Content; (ii) confirm and/or change the Method on your account (described in more detail below); and (iii) review, edit, change, and/or confirm any and all other settings on your account, including but not limited to feedback settings, review sites, logo, business name, email address, and any and all other settings and configurations.

ii. Consent Documentation, Manual Import, and Auto Sync

As part of Cruise Reviews, we may provide Customers with tools to Manual Import and Auto Sync Contacts, including Contact Data.

When using Manual Import, the Platform provides the functionality for you to document Contacts regarding the Method(s) through which the Contact has consented to receive Communications, such as SMS and/or email.

When using Auto Sync, the Platform documents all Contacts as eligible to receive text messages and emails. **Future: Allow them to decide how to label autosync contacts?** You are solely responsible for ensuring that all Contacts that are, have been, will be, or may be Added using Auto Sync have provided legally-sufficient consent to receive text messages and emails, and to receive the Communications Content that you send using the Platform, as well as complying with all Laws; if not, you shall not use Auto Sync.

You are solely liable for the Method documented on each Contact regardless of how the Contact was Added; this includes but is not limited to the Method that you manually specify on Manual Contacts; gets added automatically by virtue of settings that you configure on the Platform; or by virtue of the default behavior and/or automatic actions of the Platform as described herein.

The Method displayed on Contacts and anywhere else on the Platform is solely a reflection of the Method you selected, and does not in any way indicate that the Method is correct, accurate, or in compliance with Laws; nor does it indicate that Provider has reviewed or approved any Method. You are solely responsible if the Method documented for any Contact is false or incorrect, or becomes false, incorrect, or outdated at any time in the future for any reason.

See COMMUNCIATIONS GENERALLY for additional details. 

iii. Method Settings and Delivery

Cruise Reviews allows you to specify the Method for sending Communications. You are solely responsible for ensuring the Method setting on your account complies with all Laws, and you are solely responsible for changing any default Method setting prior to Adding any Contacts.

You hereby acknowledge, understand, and agree that the Platform sends Communications to Contacts based on the Method setting on your account, and the Method documented on each Contact. You understand and agree that you are solely liable for all Communications that are sent to Contacts.

Cruise Reviews uses the following protocols for delivery of Communications:

• If Method setting on account is “Email”: Communications will be sent via Email to Contacts documented with Method of “Email” or “Email and SMS”.
• If Method setting on account is “Email and SMS”: Communications will be sent via email and text message to contacts documented with Method of “Email and SMS”
• If Method setting on account is “SMS”: Communications will be sent via text message to Contacts documented with Method of “SMS” or “Email and SMS.”
  
  

The Methods referenced in this section shall include any variation of terminology or phrasing as may be used on the Site or Platform for which it can be reasonably be understood to have the same or similar meaning or connotation.

Communication Content   

You are solely responsible for ensuring that you have legally-sufficient consent from all Contacts to send the Communication Content sent to all Contacts. Additionally, you are solely responsible for ensuring that all Communication Content complies with all Laws.

Opt-Outs

If a Contact wishes to opt-out of text messages, the Contact may do so by replying “STOP” to any text message. Alternatively, the Contact may contact you to request opt-out, and you are required to edit the Contact within the Cruise Reviews module to reflect consent for email communications only (if the Contact has provided consent for email), or, if Contact has not provided such consent, then you must delete the Contact and never add, import, sync, or otherwise communicate with the Contact again. If a Contact wishes to opt-out of emails, the Contact must contact you and you must edit the Contact within the Cruise Reviews module to reflect consent for text message communications only (if the Contact has provided such consent), or if Contact has not provided such consent, then you must delete the Contact and never add, import, sync, or otherwise communicate with the Contact again.

Artificial Intelligence Tool

The Platform also provides access to an artificial intelligence tool (“AI Tool”) that is trained using individual reviews. It can be used by Customer to manually generate proposed responses to individual reviews, or to automatically publish responses to individual reviews, whether received directly from the individual or via Cruise Control’s third-party website review collection services. Due to the nature of AI, Provider makes no guarantee as to the accuracy or reliability of the AI Tool. Any use of the AI Tool is done so at Customer’s sole choice and at Customer’s sole risk. Customer acknowledges that the AI Tool will have access only to reviews submitted by individuals and that Customer will not provide additional information to the AI Tool that could be considered Personal Information, PII, PHI, or any other category of information that is subject to additional protections and restrictions under applicable laws, including, but not limited to, HIPAA, state privacy laws, GDPR, or any other law governing the privacy, security, or confidentiality of individually-identifiable information. To the extent Customer provides any such information to the AI Tool or otherwise modifies the AI Tool’s proposed responses to include such information, Customer acknowledges and agrees that Customer will be solely responsible for satisfying all obligations under the applicable laws before disclosing any such information via the Customer’s response, including, but not limited to, obtaining all required consents and/or authorizations to conduct the disclosure for review response purposes.

Review Gating

Customer’s use of the Services cannot implement any form of review gating. Review gating is a process where companies send a message to customers asking if their experience was positive or negative. Those who had a positive experience are directed to leave an online review. Those who had a negative experience are typically sent to a form to leave comments that are not made public.

When soliciting reviews using the Services, Customer must provide all recipients the same options to provide feedback, regardless of their sentiment. This applies to review requests sent via standard review templates, custom email templates, and surveys.

Customer’s use of the Services will fully comply with all Third Party Websites that prohibit review solicitation (including Yelp), and Customer will not misuse the Services to bypass such Third Party Website policies. 

1. Cruise Social
   
   Through the Platform and Services, we offer “Cruise Social” which provides a social media management solution. Below are details and terms related specifically to Cruise Social, which may be available through a subscription for Cruise Social or through any other subscription that provides access to Cruise Social, including but not limited to bundle subscriptions.

You are solely responsible for the Customer Content that you or Authorized Users upload, publish, display, link to, or otherwise make available via the Platform, Site, or Services, and you agree that Cruise Control is only acting as a passive conduit for the online distribution and publication of the Customer Content and the online display of Queries and Mentions. Cruise Control will not review, share, distribute, or reference any Customer Content or Mentions except as provided herein, as provided in Cruise Control’s privacy policy, or as may be required by law. Notwithstanding the foregoing, Cruise Control retains the authority to remove any Customer Content uploaded that it deems in violation of these Terms, at its sole discretion.

You understand and accept that by using the Services you may be exposed to third-party content, information, comments, direct messages, Mentions, tags, and other content (“Social Content”) that might be unlawful, offensive, harmful, inaccurate or otherwise inappropriate. Cruise Control does not own, control, or review Social Content, and unless Customer creates the content, Social Content shall not be considered “Customer Content” under any circumstances. Social Content may be indecent, offensive, inaccurate, unlawful, or otherwise objectionable. Cruise Control has no obligation to preview, verify, flag, modify, filter, or remove any Social Content, even if requested to do so, although Cruise Control may do so in its sole discretion. Your use and/or creation of Mentions and/or Tags is at your sole risk, and Cruise Control shall not be liable to you or any third party in relation to Mentions or tags.

COMMUNICATIONS SERVICES GENERALLY

Communications Laws

The sending of Communications is subject to many Laws. There is legal significance to many of the words, phrases, terminology, and labels used in these Terms and on the Site, Platform, and Services. You are hereby on notice that any use of the Site, Platform, or Services has significant legal implications. See sections entitled “Platform Use” and “Legal Considerations” for additional terms.

Provider’s Role

Customer hereby acknowledges and agrees that: (i) Provider merely provides a platform for facilitating the sending of Communications, as a conduit; (ii) that Customer is the sender of all Communications for purposes of Laws; (iii) Provider has no relationship with or any obligation to any Contact or any other person or entity to whom Customer provides services utilizing the Services, none of whom is a third-party beneficiary of these Terms; and (iv) Customer shall have sole responsibility and liability for all Communications, Communication Content, consent, consent documentation, and compliance with all Laws, including without limitation consent ofr the delivery of commercial and marketing messages.

Truthfulness

You agree to accurately and truthfully represent your identity and/or the identity of your entity/organization; your Services or product; the availability of your Services or product; pricing; and any other offering aspects in your messages.

Manual Import and Auto Sync

As part of the Services and Platform, we may provide Auto Sync and/or Manual Import tools. When Auto Sync and/or Manual Import is used, Contact Data is synced, pushed, imported, added to, or otherwise used in connection with the Platform and Services according to the settings that You configure through the Platform and Services; the settings that you configure with an Other Sync provider (if any); the specifications, protocols, and/or procedures set forth in these Terms; and the specifications, protocols, and/or procedures of any Other Sync provider (if any). By activating, turning on, or otherwise using Manual Import and/or Auto Sync, including Provider Sync or Other Sync, or otherwise causing any Contacts to receive Communications in connection with the Site, Services, or Platform, you affirm that you have obtained legally sufficient consent to send Communications to all Contacts for whom Contact Data is, will be, or may be synced, pushed, imported, added to, or otherwise used in connection with the Site, Platform, or Services, using the Method that you specify on Contacts and/or on account settings and/or on broadcast settings, and that you have done all of the foregoing in accordance and compliance with your own privacy policy and all Terms, Additional Terms, Third Party Terms, and Laws.  

You are solely responsible for the accuracy of everything via manual or auto…

Provider makes no guarantee as to the accuracy or reliability of Auto Sync, including the Provider Sync tool and any available other Sync tools. Any use of Auto Sync is done so at Customer’s sole choice and at Customer’s sole risk. Customer acknowledges that the Auto Sync tool will have access to Contact Data and that Customer will ensure that any information that could be considered Personal Information, PII, PHI, or any other category of information that is subject to additional protections and restrictions under applicable laws, including, but not limited to, HIPAA, state privacy laws, GDPR, or any other law governing the privacy, security, or confidentiality of individually-identifiable information will not be synced. To the extent Customer provides any such information using Auto Sync or Manual Import, Customer acknowledges and agrees that Customer will be solely responsible for satisfying all obligations under the applicable laws before disclosing any such information via the Customer’s response, including, but not limited to, obtaining all required consents and/or authorizations to conduct the disclosure.

Settings, Errors and Glitches

You are solely responsible for: (i) the accuracy of all information transmitted, uploaded, synced, stored, or otherwise used in connection with the Platform or Services, including Contacts and Contact Data; (ii) understanding and configuring all settings on the Platform before using the Platform or adding any Contacts or otherwise causing any Contacts to be added to or used in connection with the Site, Platform or Services; (iii) understanding and configuring all settings as necessary on any third-party platforms, including but not limited to: Other Sync, Contact data sources, Social Sites and Review Sites; and (iv) any technical errors, glitches, mistakes, errors, or problems related to the foregoing.

Changes

You are solely responsible for understanding the implications of any changes you make, including but not limited to changes to consent collection methods, types of consent collected, Manual Import methods, Auto Sync methods, data sources, Communication Content, Messages, Templates, Auto Broadcasts, settings, and any other changes of any kind. Such implications may include, but are not limited to how consents are documented on Contacts and which Contacts receive Communications. You are solely responsible for taking any and all actions necessary to prevent any unintended, unwanted, or illegal consequences of changes; such actions may include but are not limited to pausing and/or deleting scheduled broadcasts and auto broadcasts; pausing and/or disconnecting Auto Sync; making changes to Communication Content; changing classifications and settings; updating Consent Types on individual Contacts; removing Contacts; and/or discontinuing your use of the Platform or Services.

Consent Generally

You represent and warrant that the owners of the phone numbers and email addresses to which Communications are transmitted through the Platform have expressly consented or otherwise opted-in as legally necessary to the receive such Communications, in accordance with all Laws. You are solely responsible for properly and accurately documenting Consent for all Contacts, or causing Consent to be properly and accurately documented for all Contacts, in accordance with all Laws, Terms, and Third Party Terms.

Consent and Documentation

You acknowledge and agree that you shall configure consent documentation settings on your account prior to (i) using Manual Import, Auto Sync, or otherwise causing any contacts to be added to or used in connection with the Site, Platform, or Services; and (ii) sending or scheduling any Communications, or causing any Communications to be sent or scheduled.

You are solely liable and responsible for the consent documentation settings that you configure, fail to configure, or omit. You are solely liable and responsible for the consent documentation that is added to Contacts by virtue of the consent documentation settings that you choose; your failure to configure consent settings; consent that you manually document; consent that you fail to manually document or update; and/or by virtue of the protocols, processes, and/or procedures that the Platform uses or performs as disclosed and set forth in these Terms. You are solely responsible and liable for the accuracy of all consent documentation methods and the consent documentation actually added to Contacts. You are solely responsible if the consent documentation settings on your account are false or incorrect, or become false, incorrect, or outdated at any time in the future. Regardless of any settings configured in your account, you are solely responsible for ensuring that legally-sufficient consent has actually been obtained for every Contact added to or otherwise used in connection with the Site, Platform, or Services, and that all such consent data is accurate, true, and correct.

The Platform may allow you to manually upload previously opted-in contacts and their phone numbers. You acknowledge and agree that you shall have sole responsibility for obtaining any consents for uploaded phone numbers and for complying with any Laws or terms and/or conditions that may govern these previously opted in phone numbers.

Consent Type Documentation

The Consent Type displayed on Contacts, Broadcasts, reports, or anywhere else on the Platform is solely a reflection of the Consent Type you selected, whether directly or indirectly, which includes but is not limited to specifying Consent Type(s) on Manual Contacts; choosing settings, or failing to choose settings, for Consent Type(s) associated with Provider Sync; choosing settings, or failing to choose settings, for Consent Type(s) associated with Other Sync; or simply by virtue of using the Platform, which performs certain default and automatic actions for which you acknowledge your understanding of and agreement to by virtue of using the Platform or Services; and does not in any way indicate that the Consent Type is correct, accurate, or in compliance with Laws; nor does it indicate that Provider has reviewed or approved any Consent Type. You are solely responsible if the Consent Type associated with any Contact is false or incorrect, or becomes false, incorrect, or outdated at any time in the future.

No Approval of Consents

All consents displayed on Contacts, reports, or anywhere else on the Site, Services, or Platform are solely a reflection of the Consent that you indicated for a Contact, and/or the consent documentation settings you configured in your account, and do not in any way indicate that legally sufficient consent has actually been obtained, or that Provider has reviewed, verified, or approved any consent data, documentation, collection methods, or the like.

Consent Collection

You are solely responsible for collecting legally-sufficient consent and complying with all applicable Laws prior to using the Site, Platform, and Services. You are solely responsible for choosing your own method(s) for obtaining consent.

Consent Evidence

You agree that you will (i) retain proof of each user’s consent to receive each message type or communication type from you. Such proof must be retained for all contacts that you auto-sync, manually add, import, upload, edit, access or otherwise use in connection with the Platform or Services. We reserve the right, at our sole discretion, to suspend or deny access to any Auto Sync or Manual Import functions, or to require proof of consent or opt-in method.

Opt-Outs

You agree to make Contacts aware of their right to opt out, as required by law. You are responsible for processing, honoring, and documenting all opt-out requests received from Contacts.

Example Content

Provider does not provide, draft, create, generate, initiate, or send any content Communications for you or on your behalf; all content and Communications are solely created, drafted, generated, initiated, and sent by You using our Platform at your sole discretion, subject to these Terms. 

Upon accessing your account, it may be populated with text files, audio files, images, or other Communication Content, Messages, Templates, links, icons, and other content (collectively referred to as “Example Messages”), all of which are solely intended for the purpose of showing how the Services could be used, and/or where to input various content and settings, without providing any representation as to the validity, appropriateness, or legality of using any of the Example Messages or as to the accuracy of any settings or classifications shown, such as Message Type, and without making any guarantee or warranty as to whether such settings or classifications shown meet the corresponding legal definition and/or if any Example Message complies with all Laws, Terms, Third Party Terms, and any other privacy policy or other terms applicable to you or your Contacts.

You are solely responsible for removing all Example Content before using the Platform or Services. Further, you understand and agree that if any Contacts receive Example Content, whether intentionally or unintentionally, you are solely liable, and any use of Example Content is done at your own risk; you bear all responsibility and liability.

Delivery Method Details

You acknowledge that the Services may employ automated telephone dialing systems, and pre-recorded messages and text-to-voice tools using artificial intelligence regulated by the Telephone Consumer Protection Act, 47 U.S.C. § 227 (the “TCPA”) to transmit communications.

Provider does not provide or generate any phone numbers to be called, messaged, or otherwise contacted through the Platform or Site. All of these functions must be manually performed by you and are not automated. 

We cannot generate random or sequential phone numbers for you. We cannot and will not send any Communications randomly and cannot generate random or sequential phone numbers for you. 

No Control Over Delivery

Provider does not control when Communications are sent or to whom they are sent.

Deliverability

Third-party carriers, not Provider, are solely responsible for delivery of all Communications. Deliverability rates using the Platform and Services may vary. 

Geographic Restrictions

You shall only send Text Messages and Voice Calls to phone numbers within the United States and Canada.

Phone Number Activation and Registration

You are solely responsible for activating and registering any and all phone numbers used for the Services or on the Platform. The Platform may include a tool to request activation and registration of phone numbers to use for sending messages. Such activation and registration requests are submitted to a third-party provider of our choosing, in our sole discretion. Purchasing a subscription and/or purchasing and/or activating a phone number does not guarantee that you will be approved to send messages on the Platform; all approvals and registrations are at the sole discretion of third-party provider(s). Inability to get a phone number activated and/or registered does not entitle you to any cancellation rights or refunds. See pertinent sections in these Terms for more details regarding our policy on refunds and cancellations.

Contact Data

By using Manual Import or Auto Sync, you affirm that your use of Contact Data is done in accordance and compliance with your own terms of Services and privacy policy, and that you have complied with all Laws and Third Party Terms in collecting, using, and disclosing Contact Data. Except as otherwise set forth in these Terms or any Additional Terms, you acknowledge and agree that Provider does not have any control over Contact Data and has no obligation to, but may review Contact Data for quality, accuracy, integrity, legality, reliability, or appropriateness, solely for the purpose of providing the Services.

Restricted Data

Customer shall ensure that Customer Content does not include (i) Social Security numbers, driver’s license numbers or other government-issued identification numbers; (ii) financial information, banking account numbers or passwords, or information regulated by the Gramm Leach-Bliley Act; (iii) payment card data regulated by the Payment Card Industry Data Security Standards; (iv) biometric data regulated by biometric privacy laws; (v) online account passwords, login credentials or related information; (vi) criminal history; (vii) racial, ethnic, political or religious affiliation, trade union membership, or information about sexual life or sexual orientation or other information that constitutes “special categories of data” regulated by the GDPR; (viii) health data or similarly sensitive data; or (X) Personal Information of children under sixteen (16) years of age regulated by COPPA, the GDPR or under the age of consent for purposes of applicable privacy laws. Provider shall have no liability with respect to such information, notwithstanding anything in these Terms to the contrary.

Contact Restrictions

You agree that you will not: (i) use any third-party list of contacts or phone numbers, whether through Manual Upload, Auto Sync, or any other means; (ii) engage in spamming or sending unsolicited messages in connection with the Platform; (iii) send messages at a higher frequency than what is represented in your consent collection, disclosures, or terms as applicable.

Usage Restrictions

Provider reserves the right, in its sole discretion, to monitor usage and/or place limits on the number of messages you may transmit, if Provider reasonably believes that your usage is in breach of these Terms, Additional Terms, or Third Party Terms, or that your usage may have a negative impact on the Site, Platform, or Services, or expose Provider to liability.

CONTENT GENERALLY

Content Obligations

You agree to: (i) be solely responsible for the accuracy, quality, integrity, and legality of Customer Content and of the means by which you acquired or generated Customer Content; (ii) comply in all respects with all applicable terms of the Third-Party Services that you access or subscribe to in connection with the Services, including the applicable terms for Supported Platforms, such as the YouTube Terms of Services published atwww.youtube.com/t/terms.

You agree not to: (i) gather, copy, monitor, or distribute any content on the Site or Platform using any bot, robot, spider, scraper, rover, crawler, spyware, engine, device, software, code, extraction tool, or any automatic device or utility.

You acknowledge that the Services are provided by Provider on a business-to-business basis, and that Provider does not have a direct relationship with anyone who views or receives your Customer Content as a result of providing the Services to you hereunder. You acknowledge that Provider relies on your rights to the Customer Content in order to provide the Services, and processes Customer Content according to Customer’s instructions. Provider shall not be liable for any Customer Content; notwithstanding the foregoing, Provider may, in its sole discretion, to edit or remove from the Services any Customer Content which Provider reasonably believes to be inaccurate, inappropriate, or otherwise not in compliance with these Terms or Laws. NOTHING IN THESE TERMS OBLIGATES PROVIDER TO DISPLAY ANY CUSTOMER CONTENT THAT PROVIDER REASONABLY BELIEVES TO BE INACCURATE, INAPPROPRIATE, OR OTHERWISE NOT IN COMPLIANCE WITH THESE TERMS OR APPLICABLE LAW OR TO USE SUCH CUSTOMER CONTENT AT ALL OR IN A CERTAIN MANNER. Customer shall designate a copyright agent and implement a notice and takedown mechanism in compliance with the Digital Millennium Copyright Act (or other comparable applicable laws in jurisdictions outside of the United States), and Customer shall comply with any such takedown notice received in respect of any Customer Content, in each case, to the extent required by applicable law.

Your Content

When you upload, post, publish, or make available any Content on the Site or through the Platform or Services, you agree to grant to Provider a non-exclusive, royalty-free license, to use or disclose to third parties any such Content subject to the terms of the Privacy Notice. You acknowledge and understand that Provider may, at its sole discretion, delete or remove any of your Content. All Content must comply with our Review and Mobile Marketing Policy. You also hereby irrevocably grant us world-wide, perpetual, non-exclusive, royalty-free, assignable, sublicensable, transferable right to use, copy, modify, adapt, publish, reproduce, translate, create derivative works from, distribute, publicly perform and display, analyze and commercialize your Content to for the purpose of supporting your use of the Services and to provide the Services; all of the foregoing rights may be sublicensed to third parties as necessary to provide the Site, Platform, and Services. Provider may also use Customer Content for the purpose of supporting and developing the Services, provided that when doing so, Provider shall only use Customer Content in an anonymized and aggregated way. Subject only to the limited license expressly granted herein, you and your Authorized Users shall retain all right, title and interest in and to the Customer Content and all intellectual property rights therein. Nothing in this Agreement will confer on Provider any right of ownership or interest in the Customer Content or the intellectual property rights there

Rights in Customer Content

Customer represents and warrants to GatherUp that Customer has given all notices and obtained all rights consents, assignments, licenses, permissions, and authorizations (including the waiver of any moral rights) necessary for Customer to transfer to GatherUp and for GatherUp to collect, use and share the Customer Content (and any Personal Information contained therein) as contemplated by these Terms without violation or infringement of (i) any Laws, (ii) intellectual property, publicity, privacy or other rights, or (iii) any terms of Services or other agreements governing the Customer Content or Customer’s activities relating to its use of the Services (including, without limitation, the Meta Platform Terms).

LEGAL CONSIDERATIONS

Legal Advice

There are many Laws that apply to your use of the Site, Platform, and Services. We do not and will not provide you with any legal advice on how to comply with any laws, rules, or regulations when using the Platform or Services, and nothing on the Site, Services, or Platform, nor any communications with Provider, should be construed as legal advice. 

Compliance with Laws

Provider does not make any warranties or representations as to the Site, Platform, or Services, which is detailed further in the Limitation of Liability section. You are solely responsible for researching, understanding, and complying with all Laws before and while using the Platform or Services, as well as monitoring and complying with any changes in Laws, which may be subject to change at any time without notice, including discontinuing your use of the Site, Platform or Services if necessary.

Customer represents, warrants, and covenants to Provider that Customer’s use of the Services shall comply with these Terms, any Additional Terms, all Laws, and all Third Party Terms, including, without limitation, all Laws relating to: (i) communication by telephone, text/SMS/MMS message or email for transactional, informational, advertising, marketing, promotional or other purposes; (ii) monitoring or recording of electronic or telephonic communications; (iii) the privacy, security or protection of personal data or personal information, as such terms are defined under privacy laws (collectively, “Personal Information”), including, without limitation, as applicable to the collection, storage, retention, processing, transfer, disclosure, sharing, disposal or destruction of Personal Information; (iv) requirements for websites and mobile applications, online behavioral advertising, or online tracking technologies; or (v) applicable economic or financial sanctions or trade embargoes, including those administered by the U.S. government through the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or the U.S. Department of State. Without limiting the foregoing, Laws include the Telephone Consumer Protection Act, the Telemarketing and Consumer Fraud and Abuse Prevention Act, the Do-Not-Call Implementation Act, the Controlling the Assault of Non Solicited Pornography and Marketing Act of 2003, the Children’s Online Privacy Protection Act (“COPPA”), the Federal Trade Commission Act, the California Consumer Privacy Act (“CCPA”), other state privacy, data security and breach notification laws, state consumer protection laws, the European Union’s General Data Protection Regulation (2016/679) (“GDPR”) and Privacy and Electronic Communications Directive 2002/58/EC (the “ePrivacy Directive”), the United Kingdom’s Data Protection Act 2018 (together with the GDPR, the ePrivacy Directive and any national legislation implementing either, “European Data Protection Law”), Canada’s Personal Information Protection and Electronic Documents Act, Canada’s Anti-Spam Legislation (S.C. 2010, c 23), the U.S. Trading with the Enemy Act of 1917, the U.S. International Emergency Economic Powers Act, the Israeli Trading with the Enemy Ordinance of 1939, and any legislation and/or regulation implementing or made pursuant to, or which amends, replaces, re-enacts or consolidates, any of the foregoing. For purposes of these Terms, Laws also include the Cellular Telecommunications Industry Association (CTIA) Messaging Principles and any other applicable self-regulatory rules or codes of conduct, as amended from time to time, including, without limitation, such rules and guidelines issued by the Mobile Marketing Association and telecommunications providers. You also represent, warrant and covenant that you are not identified on the OFAC list of Specially Designated and Blocked Persons or any other U.S. or Israeli list of restricted parties, are not operating from, established under the laws of, or ordinarily resident in Cuba, Iran, Lebanon, North Korea, Syria, or the Crimea region of Ukraine (each a “Sanctioned Country” and collectively the “Sanctioned Countries”), and will not use the Services in a Sanctioned Country.

Policy on Spam, Reviews, and Mobile Marketing

You hereby acknowledge and agree to our Anti-Spam Policy, Review Policy, and Mobile Marketing Policy. Any violation of these policies, as well as any Laws or Third Party Terms, regardless of whether the violation is intentional, and regardless of whether the violation is expressly referenced in these Terms or any Additional Terms, may result in legal action against you by Provider and/or third-parties. 

We have a no-tolerance policy towards spam. Provider does not assume the duty or obligation to monitor messages; nevertheless, Provider does reserve the right, in Provider’s sole discretion, to monitor any and all Communications and/or Communication Content on your account or associated with or otherwise connected to your account on the Site, Platform, or Services, at any time without any prior notice, for purposes of ensuring that all such Communications and/or Communication Content conforms to all Terms and policies related to our Site and Services as well as Third Party Terms.

HIPAA

You acknowledge that the Platform is not designed for sending communications by any Covered Entity as defined under HIPAA.  If you are a Covered Entity and choose to use the Platform, you are solely responsible for ensuring that any and all use of the Platform, Services, and Site are in full legal compliance and that you have obtained any necessary authorizations, consents and permissions to transmit, review, evaluate and otherwise use the phone numbers to which you send communications through the Platform.

Suspensions and Terminations

Provider may suspend or disable Customer’s ability to send Communications through the Services at any time if Provider, in its sole discretion, believes Customer is sending messages in violation of these Terms. See also Suspensions, Termination, and Deletion section below.

SUBSCRIPTIONS AND CANCELLATIONS

Subscriptions Generally

In order to use the Platform and Services, unless otherwise agreed, you must sign up for a subscription, or a free trial if available. In order to sign up for a subscription, unless otherwise agreed, you must provide us with a valid credit card number for payment along with associated payment information including your credit card type; full name as it appears on the credit card; credit card number; security code; expiration date; and credit card type; and any other information necessary to process a payment to your credit card.  By submitting payment information to us or to our third-party processor for credit cards and payments (“Processor”), you agree that you authorize us and/or our processor to charge your credit card. You agree to pay the price applicable at the time you complete checkout or otherwise submit the subscription order for all of the Services that you select, together with any applicable sales taxes and surcharges. Either Provider or Processor will automatically charge your credit card or other payment method pursuant to the foregoing.

In addition to base subscriptions, you have the option to purchase add-ons including, for example, adding additional business locations and purchasing credits for sending SMS messages and voice broadcasts. These add-ons are available as one-time purchases and/or subscriptions; pricing and terms are specified on the Pricing webpage of our Site.

Renewals

By providing your payment method information for your subscription, you are agreeing to pay a subscription fee, that will automatically renew, at the then current rate, unless you cancel prior to the expiration of the current Subscription Term, and any applicable taxes and Services fees (collectively, “Fees”).  The Fees will be charged to your original payment method automatically at the beginning of your Subscription Term, and at the beginning of each renewal Subscription Term thereafter on the calendar day corresponding to the commencement of your current Subscription Term, unless you cancel your subscription or your account is suspended or terminated pursuant to these Terms.  The renewal Subscription Term will be the same length as your initial Subscription Term unless otherwise disclosed to you at the time of sale.  The rate for the renewal Subscription Term will be the then current subscription-rate.  The Fees charged to your payment method may vary from Subscription Term to Subscription Term due to changes in your subscription plan or applicable taxes, and you authorize Provider to charge your payment method for these amounts.  Provider reserves the right to change the pricing of subscription at any time at its discretion.  In the event of a pricing change, Provider will post the new pricing on the Platform and/or Site and will make reasonable attempts to notify you of pricing changes by sending an email to the address you have registered for your account, but said notification make not occur until after a price change has already been implemented.  You agree that we may change the pricing we charge you for your subscription and any Services offered in your subscription package by providing you with notice either through an electronic communication to you from us or by us posting or otherwise disclosing the revised pricing on the Platform and/or Site, and you agree that all agreements, notices, disclosures, and other communications that we provide to you electronically (either directly or via the Platform or Site) satisfy any legal requirement that such communications be timely and in writing.  You consent to our ability to change our pricing and the details of our subscription packages through an electronic communication to you or through posting or otherwise disclosing the revised pricing on the Site.  If you do not wish to accept a price or subscription package change made by us, you may cancel your subscription as described below, otherwise you will be deemed to have consented to the price/subscription package change and authorize Provider to charge the new Fees to your payment method.  If there are any discrepancies in billing, you hereby waive your right to dispute such discrepancies if you do not notify Provider in writing by email at support@Cruise Control.com within sixty (60) days after they first appear on an account statement; otherwise, you will have agreed to the new pricing.  

Subscription Term & Termination 

Base Subscriptions

Your subscription to the Platform and Services will begin as of the date your payment for a subscription is received by Provider, unless a free trial is offered, which is detailed below. Your subscription will continue as applicable in full force for the length of the term you purchased (the “Subscription Term”), i.e., monthly or annual, and will automatically renew at the end of each term unless or until You cancel the subscription, which is described below. The number of Communications that you may transmit each month will be limited by your Subscription terms as shown on the Site at the time you purchase your subscription.

Subscription-Based Add-Ons

If you purchase a subscription-based add-on, your add-on subscription will continue as applicable in full force for the “Subscription Term” and will automatically renew at the end of each term unless or until You cancel the subscription, which is descibed below.

One-Time Purchases

If you purchase an add-on that is shown on the Site as having a one-time payment structure, your credit card will be charged immediately, and the credits will be added to your balance immediately. No additional charges will be made automatically, unless you enable auto-replenish.

Auto-Replenish

If you purchase an add-on that is shown on the Site as having an auto-replenish option, you will be charged immediately for the amount shown on the Site, and you will be charged automatically in the future for the amount of credits you specify, each time that your credit balance reaches the threshold that you specify on the Site.
Phone Numbers and Registration Costs

Cruise Communicator (and bundle plans containing Cruise Communicator) permit activation of up to two phone numbers and submission of up to two SMS campaign registrations without incurring any extra fees. Purchasing any additional phone numbers and/or registering any additional SMS campaigns are subject to additional one-time and monthly fees, which will be added to your invoice and automatically charged pursuant to the pricing published on our Site.

Subscription Pauses

You may pause your subscription at any time, for up to two consecutive months, within a 12-month period. Subscription costs are not billed during pauses. Paused subscriptions automatically reactivate at the end of the two month period, or they can be be reactivated sooner by user. Upon reactivation, billing resumes at the regular rates. You will not have any access to the Platform, Site or Services while your subscription is paused, and none of the Products or Services will function on your account while paused. You are solely responsible for ensuring a valid payment method is entered on the account for billing upon reactivation and rectifying any payment issues immediately; Provider is not responsible for any data losses resulting from payment failures.

Cancellation by Customer

You may cancel your subscription at any time, and the cancellation is effective as of the end of your current Subscription Term. If you cancel before the end of the current Subscription Term, you will retain full access to and use of the Platform and Services until the end of the Subscription Term. You will not be entitled to receive a refund for any unused portion of the remainder of a Subscription Term. To cancel, pause, or change your subscription, you should use the functionality available in your account. If you are unable to login to your account, you may contact us by email at info@cruisecontrol.ai or use the chat feature available through the Platform. 

Cancellation by Provider

Provider has the right to cancel your subscription, and suspend or terminate your account and access to the Platform and Services, if: i) any Customer fails to pay Provider any amount due to Provider under these Terms; ii) Customer materially breaches these Terms; or iii) if we believe, in our sole discretion, that your account violates any applicable law, or if we believe that your conduct is harmful to the interests of Provider or “Provider Parties” defined below. 

Account Data and Deletion

Within ninety (90) days after cancellation of a subscription by Customer, or pausing a subscription without resuming, we will permanently delete your account, including any User Data stored in your account. Upon cancellation or suspension by Provider, we reserve the right, in our sole discretion, to permanently delete any User Data stored in your account immediately at the time of cancelling, suspending, and/or terminating the account.

Upon the expiration or termination of these Terms for any reason, your access to, and use of, the Platform and Services will terminate and you will no longer be charged for continued access. You acknowledge that following termination you will have no further access to any User Data on the Platform or Services, and that Provider may delete any such data as may have been stored at any time. Except where an exclusive remedy is specified, the exercise of either party of any remedy under this Agreement, including termination, will be without prejudice to any other remedies it may have under these Terms, by law or otherwise.

Free Trials and Promotions

We may offer free trial subscriptions, which allow access to the Platform and/or Services for free or at discounted rates. If you sign up for a free trial or other offer, your rights to use the Platform and Services are limited by the terms of such trial or offer, including, but not limited to, time limitations for free trial periods.

If you sign up for a free trial, we may require you to provide us with a valid credit card or other valid payment method. We may start charging you automatically on the first day after the Free Trial is over, unless you cancel before the end of the Free Trial period.

Free trials are limited to one free trial of each module per company/organization, unless otherwise authorized by Cruise Control. If more than one trial is initiated for the same module on behalf of the same user company/organization, you agree that you waive your right to a free trial, and we may bill you at any time after the first free trial has ended at the rate listed on the Site for that module.

Credits

Credit Redemption – Cruise Communicator

The following terms apply to the Cruise Communicator module, whether used as an independent subscription or as part of a bundle plan.

One credit is valid for sending one SMS containing up to 160 standard text characters (including text and hyperlinks), or one pre-recorded voice message of a length up to XXXX TIME. Two credits are required for sending one MMS containing up 1600 characters, or one pre-recorded voice message of a length up to XXXX TIME. All MMS messages are also subject to file size limitations for media files included, such as JPG or PNG files; please contact us for current size limitations. Additional credits are incurred for sending any messages that exceed the above-referenced limits. Credits are deducted as separate messages for each segment. For example, an SMS containing 200 characters will be shown and debited as two separate messages. In other words, it will not appear on the Platform as one message that incurred 2 credits; rather, it will appear as two messages that each incurred 1 credit. This is due to the nature of how our telecommunications provider reports billing and usage data. You can estimate how many credits will be used for a particular SMS, MMS, or pre-recorded voice message using a credit calculator available through our Platform.

When you transmit a Communication, whether manually or automatically, credits are automatically deducted from your credit balance commseurate with the message type and length. You can find out your credit balance at any time through our Platform.

SMS Usage – Cruise Reviews

The following terms apply to the Cruise Reviews module, whether used as an independent subscription or as part of a bundle plan.

All plans include a specific quantity of included SMS messages that can be sent per month. (See individual plan terms for quantity). SMS messages may contain up to 160 plain text characters. Any messages containing more than 160 plain text characters, or containing emojis or images, will be treated as sending multiple SMS messages; the quantity of which shall be determined by Twilio and deducted from your monthly SMS messages bank accordingly. If all available SMS messages have been used for the month, any additional feedback requests will be sent via email. At the beginning of the month, the number of SMS messages resets. Unused SMS messages do not roll over. You have the option to purchase additional monthly credits in various quantities for an additional fee. All purchases of SMS add-ons are done so on a subscription basis, and this subscription automatically renews until cancelled by you.

No Responsibility to Sell Mispriced Services.  We do our best to describe every product or Services offered on this Platform as accurately as possible.  However, we are human, and therefore we do not warrant that specifications or pricing on the Platform is complete, accurate, reliable, current, or error-free.  In the event of any errors relating to the pricing or specifications of any item, product or Services, Provider shall have the right to refuse or cancel any orders in its sole discretion.  If we charged your credit card or other account prior to cancellation, we will issue a credit to your account in the amount of the charge. 

Accounts

To use the Platform and Services, you will be required to create an account. You must first purchase a subscription, or sign up for a free trial (if available), as described above. You will then be required to register for an account through our online registration process, which requires providing personal information and information about the entity for which you will be using the Platform and/or Services. You must provide the legal name of all entities that will be using the Platform and/or Services. You may also be required to provide other information such as the entity’s federal employer ID number and category of goods and/or services offered. The collection and use of your personal information and entity information is specified in our Privacy Policy. By using the Site, Services, or Platform, or purchasing a subscription, signing up for a free trial, registering for an account, and/or providing personal information or entity information, you thereby acknowledge and agree to our Privacy Policy, and represent that you have the authority and express permission from the entity for which you provide information to provide all such information and bind the entity to these Terms and any and all Additional terms.

In order to comply with applicable laws and restrictions enforced by Third Party Providers, certain functionality of our Services is unavailable to businesses in certain categories.

When creating an account, you may sign up to receive certain communications in connection with the Site, Platform, and/or Services. You can opt-out of non-essential email communications by using the unsubscribe link or instructions in each communication Cruise Control sends or by contacting us at info@cruisecontrol.ai. More details are contained in the Privacy Policy.

All accounts require use of a password and username. We may initially create a randomly generated password during the account registration process. You are solely responsible for immediately changing any initial password to a password of your own choosing. You agree that: (i) You will not use a username or email address that is already in use with an account on the Site or Platform, or such username and/or email that may impersonate another person or organization, belongs to another person or organization, violates intellectual property rights, or is offensive. We have sole discretion to reject the use of any username, email address, or password for any reason; (ii) You will provide accurate, true, current and complete information about yourself and the company/organization for which you are registering in connection with the registration process, and you will actively maintain and promptly update all information about yourself and the company/organization for which you have registered to keep all account information current, true, accurate, and complete at all times; (iii) You are solely responsible for any and all activity that occurs in connection with your account, password and username, whether or not you authorized such activity; (iv) You are solely responsible for maintaining the security and confidentiality of your password, and ensuring that any authorized users also maintain the security and confidentiality of their passwords,; (v) you are solely responsible for restricting access to the device(s) used to access your account, so that no one except you may access any password protected portion of the Platform using your email, username or password; (vi) You will immediately notify us about any unauthorized use of your account, email, username, password, or any other security breach; (vii) You will not share your account credentials or otherwise allow anyone else to access your account; (viii) You will not sell, transfer or assign your account or any account rights; (viii) You will comply with all local, state, federal and foreign laws applicable to Customer’s use of the Services and Platform; (x) You will install and use upgrades to Services and Platform if required by Provider. We will not be liable for any loss or damage, of any kind and under any legal theory, to you or any third party, arising out of your inability or failure to comply with any of the foregoing obligations for any reason. If any information that you provide is inaccurate, false, outdated, incomplete, or if we have reasonable grounds to suspect any information to be inaccurate, false, outdated, incomplete, or violates these Terms, any Additional Terms, or any applicable law, then we may: (i) suspend or terminate your account and/or your user account(s); and (ii) suspend or terminate access to and use of the Platform, Site, and Services by you and any of your users, including suspending or terminating any automations, features, or other benefits. All such suspensions and terminations may be done at any time, in our sole discretion, for any reason, and without advance notice or liability. You will be held liable for any losses incurred by Provider, its owners, shareholders, affiliates, officers, directors, employees, consultants, agents, representatives, suppliers, and Third Party Providers due to someone else’s use of your account, login, username, or password. Any violation of these Terms and any Additional Terms may also expose you to civil and/or criminal liability. If your account has any authorized users, these authorized users are bound by all Terms, and you are solely responsible for ensuring that the authorized users comply with all Terms. You are solely responsible for all activity connected with any authorized user accounts and/or user logins; and all forgeoing terms apply equally to you if on a user account.

 

“Authorized User(s)” means individual(s) who are directly accessing the Site, Platform, or Services, including online sign-up process, individual users to whom you provide access to your account, or individual users for whom you create accounts or logins. Authorized Users may include your employees, consultants, contractors, agents, or your other designees. You may not add an employee or agent of any Cruise Control competitor as an Authorized User.

Suspensions, Terminations, and Data Deletion

We reserve the right, in our sole discretion, to permanently delete any Contact Data stored in your account immediately after your account termination. Additionally, we reserve the right to re-assign any of your SMS/MMS Codes to others.

Provider reserves the right to suspend or terminate your account and/or access to the Site, Platform and/or Services at any time, immediately, without notice, if we believe that your conduct is harmful to the interests of Provider or Third Party Providers, there is any actual or alleged violation of these Terms and any Additional Terms, there is any unusual or suspicious activity related to your account, and/or for practices that degrade the performance of the Site, Platform, or Services for you and/or other customers of Provider.

Provider may suspend or terminate your access to the Site, Platform, or Services, in whole or in part, including any user accounts or registrations, at any time, without notice, for any reason and without any obligation to you or any third party. Any suspension or termination will not affect your obligations to Provider under these Terms or any Additional Terms. Upon suspension or termination of your access to the Site, Platform, and/or Services, or upon notice from Provider, all rights granted to you under these Terms or any Additional Terms will cease immediately, and you agree that you will immediately discontinue use of the Site, Platform and Services. The particular provisions of these Terms and any Additional Terms which by their nature should survive your suspension or termination, will survive, which includes but is not limited to: (i) rights and licenses you grant to Provider pursuant to these Terms and any Additional Terms; (ii) indemnities; (iii); releases; (iv) disclaimers and limitations on liability; and (v) provisions regarding jurisdiction, choice of law, no class action and mandatory arbitration.

CUSTOMER OBLIGATIONS GENERALLY

You hereby agree and acknowledge that you are solely responsible for all acts, omissions, and/or violations of law that may occur in connection with your use of the Site, Platform, or Services, as well as any Authorized User(s) use of the Site, Platform, or Services.

Prohibited Uses

Use of the Site, Services, or Platform in connection with any of the following types of communications, content, products, and/or services is prohibited:

• Illegal drugs, crimes, bombs, human trafficking, or anything else illegal; 
• Pornography (including child pornography or any material that shows a person under the age of eighteen in an illicit or exploitative manner), escort services, sex products, or anything sexually explicit;
• Pirated music, videos, programs, or other similar content;
• Alcoholic beverages, tabacco or weapons;
• Contests, gambling services, or sweepstakes;
• Anything regarding or associated with violence or war;
• Multi-Level Marketing programs or businesses;
• Any illegal or improper promotion to any person under the age of eighteen;
• Anything that is threatening, abusive or harassing;
• Anything libelous, defamatory, scandalous or subject to copyright or trademark without the requisite legal rights to use, or parodies;
• Anything objectionable including but not limited to obscenity, profanity, lasciviousness, bigotry, hatred and any discrimination on the basis of nationality, race, sex, ethnicity, religion, disability, sexual orientation, political affiliation, gender identity, or age;
• Anything that is commonly associated with spam, including but not limited to, certain pharmaceutical products such as health products, “get rich quick” programs, work from home offers, debt relief, financing offers, financial tips, or  requests for money.
• Anything else that is or may be in violation of any applicable Laws, these Terms, or Third Party Terms

Prohibited Acts

You agree not to, whether of your own accord or by anyone on your behalf: (i) use the Platform, Site, or Services to store or transmit any content, including Customer Content, that may be infringing, defamatory, threatening, harmful, or otherwise tortious or unlawful, including any content that may violate intellectual property, privacy, rights of publicity, or other laws, or that contains any malicious code, or send spam or other unsolicited messages in violation of applicable law; Engage in any activities on, through, or in connection with the Site or Platform that seek, attempt, or could potentially cause any harm to any entity or individual that is unlawful, obscene, offensive, lewd, lascivious, filthy, violent, threatening, abusive, harassing, or that violates any right of any third party, or is otherwise found to be objectionable by Provider; (iii) interfere with or violate any other user or other third party’s right to privacy or other rights including intellectual property rights, or harvest or collect personally identifiable information about any users of the Site without their express consent, including using any robot, spider, site search or retrieval application, or other manual or automatic device or process to retrieve, index, or data-mine; (viii) create a database by systematically downloading and storing all or any of the content from the Site; (iii) interfere with or violate any other user or other third party’s right to privacy or other rights including intellectual property rights, or harvest or collect personally identifiable information about any users of the Site without their express consent, including using any robot, spider, site search or retrieval application, or other manual or automatic device or process to retrieve, index, or data-mine; (viii) create a database by systematically downloading and storing all or any of the content from the Site; (ii) upload to, or transmit from, or otherwise make available in connection with the Site, Platform or Services any data, file, software, or link that contains or redirects to a virus, Trojan horse, worm, web bug, spyware, or other harmful component, or any other computer code, file o rprogram that may or is intended to damage, attack, interrupt, or hijack the operation of any hardware, software, or telecommunications equipment, or any other actualy or potentially harmful, disruptive, or invasive code or conponent; (f) attempt to reverse engineer, reverse assemble, de-compile, hack, disable, interfere with, disassemble, copy, or disrupt the integrity or the performance of the Site, Platform, or Services, any third-party use of the Site, Platform, or Services, or any third-party data contained therein (except to the extent such restrictions are prohibited by applicable law); create any derivative work or otherwise attempt to extract any or all of the source code, proprietary technology, algorithms, or analytics form the Site, Platform, or Services; (vii) frame or mirror any parts of the Site without Provider’s prior express written authorization; modify any Platform source or object code or any software or other products or Services aaccessible through any part of the Site or Platform; (v) interfere with or disrupt the operation or integrity of the Site, Platform, or Services, or the servers or networks that host the Site, Platform, or Services, or disobey any requirements, procedures, policies, or regulations of such servers or networks, including any interference with or circumventing any security feature of the Site or Platform, or any feature that restricts access to or enforces limitations on use of or access to the Site, Platform, or Services;  (v) attempt to gain unauthorized access to the Site, Platform, or Services or its related systems or networks through any means; (vi) make your account, the Site, the Platform, or the Services available to anyone other than your Authorized Users; access the Site, Platform, or Services in order to build a competitive product or Services, copy any ideas, features, functions, or graphics, or for purposes of monitoring performance, functionality, availability or for any other benchmarking or competitive purposes; (vi) sell, license, resell, sublicense, share, rent, lease, or in any way exploit for any commercial purposes any use of or access to the Site, Platform or Services; (ix) impersonate any person or entity or provide false or misleading personal information; (x) use the Site for any illegal, immoral or unauthorized purpose; (xi) use the Site in violation of any governmental laws, rules, regulations or orders that are applicable to your use of the Website; or authorize, permit, or encourage any third party to do any of the above.

You shall be solely responsible for any breach of these Terms and any Additional Terms by you, your Authorized Users, or anyone else that accesses your account with or without your knowledge or any third party that you authorize, permit, or encourage to access your account or do anything outlined above  ***ADD MORE OF THE TERMS FROM THE ACCOUNTS SECTION ABOUT YOURE LIABLE***

Required Acts

You shall: (i) use commercially reasonable efforts to prevent unauthorized access to your account, username, password, any other means of accessing or using the Site, Platform, and Services, and promptly notify us of any unauthorized access or use thereof; (ii) use the Site, Platform, and Services only in accordance with all applicable laws, rules, and government regulations; and (iii) be responsible for compliance with all these Terms by anyone using your account including all Authorized Users.

Non-Exclusivity

You acknowledge that your use of the Site, Platform, and Services is non-exclusive and that nothing in these Terms shall be interpreted or construed to prohibit or in any way restrict Provider’s right to license, sell, or otherwise make available the Platform or Services to any third party or perform any services for any third party.

Beta Testing

From time to time, we may offer you the opportunity to install, use and test (the “Beta Testing”) certain of our Services prior to their commercial release (the “Beta Services”).

Beta Services are intended for evaluation purposes and not for production use and are subject to following additional terms:

(i) we grant you a limited right to use the Beta Services for Beta Testing purposes during the applicable testing period;

(ii) you agree to provide suggestions, comments, or other feedback with respect to the Beta Services as reasonably requested, including ideas for modifications and enhancements (the “Beta Feedback”). You hereby assign to us all right, title and interest in and to the Beta Feedback. All Beta Services and your Beta Feedback are Cloud Campaign’s Confidential Information, and Cloud Campaign may use your Beta Feedback in advertising and promotional materials with your prior consent (not to be unreasonably withheld);

(iii) we reserve the right to modify the Beta Services or terminate your participation in the Beta Testing for any reason, without liability to you. We will use commercially reasonable efforts to provide you with reasonable advance notice of such termination;

(iv) you acknowledge that the Beta Services are not at the level of performance or compatibility of a final, generally available product offering, and may be substantially modified prior to commercial availability, or withdrawn. We are under no obligation to provide technical support with regards to the Beta Services, and we provide no assurance that any specific errors or performance issues in the Beta Services will be corrected; and

(v) the Beta Services are provided on an “as is” and “as available” basis without any warranties or conditions of any kind, whether express, implied, statutory or otherwise. Use of the Beta Services is at your sole risk. In no event will we be liable to you for any damage whatsoever arising out of the use of or inability to use the Beta Services.

CONTENT AND TRADEMARKS

Content

The Site, Platform, and Services may contain HTML, applications, messages, texts, files, images, photos, videos, sounds, software, code, scripts, data, webpage layouts, designs, graphics, button icons, instructions, resources, music, technology, interactive features, the “look and feel” of the Platform, and the compliation, assumbly, and arrangement of materials of the Platform and any and all copyrightable material (including source code and object code); trademarks, logos, slogans, trade names, Services marks, and/or trade identities of various parties, whether registered or not, including those of Provider (collectively the “Marks”); and other content or intellectual property of Provider or its licensors, all of the foregoing which is collectively referred to as “Content”.

Ownership

All Marks and Content are owned or controlled by Provider and our licensors and certain other third parties. All right, title, and interest in and to the Content and Marks available via the Site, Services, Platform, or otherwise is the property of Provider or our licensors or certain other third parties, and is protected by law, including but not limited to U.S. copyright, trademark, trade dress, patent, or other intellectual property and unfair competition rights and laws.

Limited License

Provider hereby grants to you a limited, revocable, non-sublicensable license to use the Site, Platform, and Services subject to these Terms. Except as expressly permitted by Provider, you shall not copy, download, stream, capture, reproduce, duplicate, archive, upload, modify, translate, create derivative works based upon, publish, broadcast, transmit, retransmit, distribute, perform, display, sell, or otherwise use or transfer any Content or Marks.

You are not permitted to use any Marks or Content without the prior written consent of Provider or any third party owner of the Marks or Content. The only exception is if a Mark is displayed on Communications sent to Recipients through the Platform, through no choice or action on your part, such as feedback requests and review requests that contain the text “Powered by Cruise Control.” Such use of any Marks through no choice or action on your part is done so on a limited, non-exclusive, revocable, non-assingable, personal and non-transferable licence basis.

Additionally, particular SMS/MMS Codes are solely owned by Provider or certain other third parties. During the Subscription Term as defined within these Terms, Provider will make the SMS/MMS Code(s) available to you on a non-exclusive basis for you to use in accordance with these Terms or any Additional Terms, subject to your complete compliance with these Terms and any and all Additional Terms, as well as your payment of all required Fees. Such use of these SMS/MMS Codes is on a limited, non-exclusive, revocable, non-assingable, personal and non-transferable licence basis.

The foregoing does not give you any ownership of, or any other intellectual property interest in, any of the Platform, Services, Content, or SMS/MMS Codes, and may be immediately changed, revised, suspended or terminated for any reason, in Provider’s sole discretion, and without advance notice or liability. In some instances, we may permit you to have greater access to and use of Platform, Services and Content, subject to certain Additional Terms.

Provided Data

You may provide Provider with personal information, personal data, Contact Data, and/or personal data about your employees, agents, representatives, or other related third parties through your use of the Site, Platform, or Services (hereinafter collectively referred to as “Provided Data”). We do not provide any monetary amount or other valuable consideration in exchange for the use of Provided Data. Accordingly, our receipt of Provided Data shall not constitute a sale. 

You are and will remain the exclusive owner of all Provided Data, including all right, title and interest in all such Provided Data. You hereby expressly grant Provider the right to receive, store, process, use, access, copy, transmit, send, disclose, display, or modify Provided Data as reasonably necessary to: (i) process orders; (ii) manage account(s); (iii) provide the Services; (iv) verify your compliance with these Terms and any Additional Terms and/or Third Party Terms; and (iv) make improvements to and/or enhance the Platform or Services. 

The Site, Services, and Platform may be provided to you by Third Party Providers. You acknowledge that by using the Site, Platform, or Services you agree to make Provided Data available to these Third Party Providers in order for Provider or Third Party Providers to provide the Services. 

You are solely responsible and liable for the accuracy, quality, integrity, legality, reliability, appropriateness and means by which you acquire Provided Data, and for ensuring that all Provided Data complies with these Terms, any Additional Terms, and any applicable Third Party Terms. If you know or learn in the future that any Provided Data becomes incorrect, outdated, false, or violates these Terms, any Additional Terms, and any applicable Third Party Terms, you must immediately remove the Provided Data at issue from the Site, Platform and Services. You may request access to and/or correction of any personal information or exercise any other rights you may have with regard to this personal data, which is set forth in more detail in our Privacy Policy.

Provider may obtain and aggregate data about your use of the Site, Platform, Services, or other technical data that is not personally identifiable (hereinafter referred to as “Aggregate Anonymous Data”). Provider may use this Aggregate Anonymous Data to improve, support, analyze, and operate the Platform, Site, or Services, or for any business purpose at any time. 

THIRD PARTIES

You acknowledge Provider may use a third-party hosting providers to host any portion(s) of the Site, Platform and/or Services.

 

Portions of the Services and Platform may be provided by Subcontractors.  Customer will make User Data available to Subcontractors as part of Subcontractors providing third-party services. 

Messaging Services are provided by our third-party partner, Twilio, 101 Spear Street, First Floor, San Francisco, California 94105, USA. The Messaging Services use Twilio to power backend infrastructure which enable sending of SMS/MMS/text messages. You may not use our Messaging Services if your business operates in one of the following forbidden message categories: high-risk financial services, third-party lead generation services, debt collection or forgiveness, “get rich quick” schemes, illegal substances (including Cannabis and CBD in the United States), gambling, or “S.H.A.F.T.” use cases (sex, hate, alcohol, firearms, tobacco) (the “Forbidden Message Categories”). A complete list of the Forbidden Message Categories and additional information is available here. All use of Twilio services we offer are subject to Twilio’s Acceptable Use Policy and the Twilio Messaging Policy and if you utilize our Messaging Services, you must adhere to all of the requirements set forth in the aforementioned policies and the guidance relating to Forbidden Message Categories, including but not limited to ensuring proper age gating procedures are in place prior to sending SMS/MMS/text messages.

You acknowledge and agree that neither the Site, Platform, or Services is affiliated with, approved by, or authorized by any social media platform shown on our Site or Platform (“Social Site”), such as TikTok, YouTube, Instagram, Facebook, X, and any access to each Social Site is governed by the applicable Social Site’s Terms of Services, Privacy Policy, and any other terms and conditions as indicated by the Social Site. You indemnify us and hold us harmless against any claim by any Social Site that your use of the Social Site breaches any terms applicable to the Social Site.

The Services contains links to other websites as well as Content (as defined below) added by people other than us. We do not endorse, sponsor or approve any such user generated Content or any Content available on any linked website.

You acknowledge that the Services may enable or assist you to access, interact with, and/or purchase Third-Party Services from Supported Platforms and other third parties. When you access the Third-Party Services, you will do so at your own risk. These Third-Party Services may also allow you to store your Customer Content with the provider or operator of the Third-Party Services. Any use of Third-Party Services is governed solely by the terms and conditions of such Third-Party Services (and you shall comply with all such terms and conditions), and any contract entered into, or any transaction completed via any Third-Party Services, is between you and the relevant third party, and not Provider. Provider makes no representation and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such Third-Party Services or any transactions completed and any contract entered into by you with any such third party. Namely, while using the YouTube API client, you are agreeing to be bound by the YouTube Terms of Services (https://www.youtube.com/t/terms). You can revoke Provider’s access to your YouTube and Google accounts at any time by visiting Google’s Security Settings (https://security.google.com/settings/security/permissions).

 

8. Linked Services; Dealings with Third Parties; Provision and Use of SMS/MMS Codes

FROM ORIGINAL TO REVIEW: N. Subcontractors.  You acknowledge that we will, in the rendition of the Platform and Services hereunder, engage third party suppliers and other vendors and subcontractors (collectively, “Subcontractors”) to provide certain Services offered as part of the Platform.  Provider shall supervise such services and endeavor to guard against any loss to you  as the result of the failure of Subcontractors to properly execute their commitments, but we shall not be responsible for their failure, acts or omissions and cannot guarantee any Subcontractor’s performance. 

 

THIRD PARTY SERVICES

1. Linked Services; Advertisements.  The Platform may contain links or utilize the services of third party Services providers, such as payment processors, etc. (“Linked Services”), including websites operated by Services providers, licensors, licensees and certain other third parties who may have business relationships with Provider.  Provider may have no control over the content, operations, policies, terms or other elements of Linked Services, and Provider does not assume any obligation to review any Linked Services.  Providerdoesnot endorse, approve or sponsor any Linked Services, or any third-party content, advertising, information, materials, products, services or other items.  Furthermore, Provider is not responsible for the quality or delivery of the products or services offered, accessed, obtained by or advertised at such Linked Services.  Provider will under no circumstances be liable for any direct, indirect, incidental or special loss or other damage, whether arising from negligence, breach of contract, defamation, infringement of copyright or other intellectual property rights, caused by the exhibition, distribution or exploitation of any information or content contained within these third party Linked Services.  Any activities you engage in connection with any of the same are subject to the privacy and other policies, terms and conditions of use and/or sale, and rules issued by the operator of the Linked Services.  Provider disclaims all liability in connection therewith.  The Platform may contain features designed to interoperate with Linked Services.  To use such features, you may be required to obtain access to such Linked Services from their providers.  If the provider of any such Linked Services ceases to make the Linked Services available for interoperation with the Platform on reasonable terms, we may cease providing such features without entitling you to any refund, credit or other compensation.
2. Dealings with Third Parties.  Any interactions, correspondence, transactions and other dealings that you have with any third parties found on or through the Platform (including on or via Linked Services or advertisements) are solely between you and the third party (including issues related to the content of third-party advertisements, payments, delivery of goods, warranties (including product warranties), privacy and data security, and the like).  Provider disclaims all liability in connection therewith. 
3. Services Provided by Linked Services.  The Platform may contain features designed to interoperate with Linked Services (e.g., Facebook or Twitter).  To use such features, we may be required to obtain access to such Linked Services from their providers.  If the provider of any such Linked Services ceases to make the Linked Services available for interoperation with the Platform on reasonable terms, we may cease providing such features without entitling you to any refund, credit or other compensation.
4. Provision and Use of SMS/MMS Codes.Use of the Platform may involve use of SMS/MMS Codes assigned and approved by a third party telecommunications Services provider/carrier. The purpose of SMS/MMS Codes is to allow message recipients to respond to your messages. On the Platform, SMS/MMS Codes are primarily used to allow your message recipients to make STOPrequests, thereby allowing them to “opt-out” from receiving further messages from you. Today, there are generally two types of SMS/MMS Codes—“short codes” and “long codes.” “Short codes” are five to six digit numbers used to send SMS and/or MMS messages, and may be either dedicated (meaning assigned to one entity) or shared (meaning a single short code represents multiple entities). “Long codes” are 10-digit local or “toll free” (e.g., 1-800, 1-888, or the like) telephone numbers generally used to send SMS messages but may also be used for MMS messages. The volume and types of messages (e.g., marketing or non-marketing) that may be sent using short or long SMS/MMS Codes via the Platform, as well as deliverability and delivery rates of any text/MMS/SMS messages sent using the Platform or Site, may vary or be restricted based circumstances beyond Provider’s control, including based on current technology, the telecommunications Services providers/carriers, industry standards and applicable law. By using the Platform and any SMS/MMS Codes, you agree to abide by any laws, statutes, regulations, and industry standards that may apply to the use of SMS/MMS Codes, including, but not limited to, applicable CTIA SMS messaging guidelines. The use of SMS/MMS Codes in connection with the Services or the Platform does not grant you ownership of such SMS/MMS Codes or the right to use or be assigned any particular or specific SMS/MMS Codes or type of SMS/MMS Codes, or any other rights with respect to the SMS/MMS Codes you may use or that maybe assigned to you. All SMS/MMS Codes used in connection with the Platform (i) may be assigned or provided to you at Provider’s sole discretion, (ii) may be suspended, changed, re-assigned and/or withdrawn by us for violating these Terms or any Additional Terms, (iii) may not be assigned, transferred, sold and/or reassigned by you without our express written consent, (iv) may not be used for any other purposes other than use of the Platform, and (v) are subject to the Limited License provision above. We further reserve the sole right to suspend, assign, change and/or withdraw any SMS/MMS Codes assigned or provided to you as may be required by any telecommunications Services providers/carriers or as may be necessary to comply with applicable laws, statutes, and regulations or industry standards and guidelines. We may, at our sole discretion, provide you with new or alternate SMS/MMS Codes or assign “short” or “long” SMS/MMS Codes to you at any time and without advanced notice. Provider shall not be responsible for verifying or registering any SMS/MMS Codes provided by us to you in connection with the Platform, including but not limited providing any approved or registered numbers to you (including providing “10DLC” numbers) or registering or seeking approval of any numbers with any phone Services carrier, and shall not be held responsible for any message transmission issues relating to use of any unverified or unregistered phone numbers through the Platform.

INDEMNIFICATION

To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless Cruise Control, its parents, subsidiaries, affiliates, any related companies, suppliers, licensors and partners, and the officers, directors, employees, owners, shareholders, agents and representatives of each of them (collectively, the “Cruise Control Entities”) from and against any claims, damages, losses, liabilities, costs, demands, investigations, judgments, damages, fines, penalties, settlements, interest and expenses (including attorneys’ fees) (collectively referred to as “Claims”) that directly or indirectly arise out of or are related to any (i) claim, suit, action, demand or proceeding made or brought against Provider or any Third Party Provider or Optional Third Party, or on account of the investigation, defense, or settlement thereof, arising out of or in connection with, whether occurring heretofore or hereafter; (ii) Customer Content; (iii) of your access to or use of the Site, Platform, and/or the Services, and your actions in connection with the Site, Platform and Services, including, but not limited to, any Communication sent from your account or through your use of the Platform or use of SMS/MMS Codes; (iv) your violation, breach or alleged breach of these Terms, any Additional Terms or Privacy Notice; (v) your violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governemental or administrative authorities in connection with your use of the Site, Platform, or Services or your actions or activities connected therewith; (vi) Communications, Content, information, or material of any kind transmitted from your account, even if not submitted by you, that infringes, violates, or misappropriates any patent, copyright, trademark, trade secret, trade dress, publicity, privacy or other right of any person or entity; (vii) error or misrepresentation made by you; (ix) any other party’s access to and/or use of the Site, Platform, or Services with your account, with or without your knowledge or permission; (viii) failure to obtain consent required by applicable law or regulations prior to sending Communications using the Site or Platform; (ix) violation of any privacy or spam policy alleged to have been committed through any use of your account; and (x) storage, use and distribution of the information and data (including email addresses and phone numbers) that you provide to us (collectively referred to as “Losses”).

Provider reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, or in which you are a named party, and you agree to fully cooperate, as reasonably required, in the defense of any Claims or other action involving Claims and Losses.

You agree not to settle any Claims or Losses without the prior written consent of Provider’s authorized legal representative. You agree to promptly notify the Cruise Control Entities or any such third-party claims. The Provider will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

You agree to be held liable for any and all damages caused to the Cruise Control Entities by you as a direct result of a violation of local, state, national or international laws and regulations, including, but not limited to, those damages that may arise from your fraudulent, intentional or unintentional harm, disability, unauthorized use of, or destruction to any and all equipment, licensing and/or services provided by Provider and/or Third Party Providers to you.

LIMITATION OF LIABILITY

PLEASE READ THIS SECTION CAREFULLY SINCE IT LIMITS THE LIABILITY OF CRUISE CONTROL TO YOU. EACH OF THE SUBSECTIONS BELOW ONLY APPLIES UP TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. NOTHING HEREIN IS INTENDED TO LIMIT ANY RIGHTS YOU MAY HAVE WHICH MAY NOT BE LAWFULLY LIMITED. IF YOU ARE UNSURE ABOUT THIS OR ANY OTHER SECTION OF THESE TERMS, PLEASE CONSULT WITH A LEGAL PROFESSIONAL PRIOR TO ACCESSING OR USING THE SITE, SERVICES, OR PLATFORM.

THE SITE IS MADE AVAILABLE TO YOU ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS, WITH THE EXPRESS UNDERSTANDING THAT THE CRUISE CONTROL ENTITIES MAY NOT MONITOR, CONTROL, OR VET USER CONTENT. AS SUCH, YOUR USE OF THE SITE IS AT YOUR OWN DISCRETION AND SOLE RISK.

CRUISE CONTROL, INCLUDING ITS SUBSIDIARES AND RESPECTIVE EMPLOYEES, OWNERS, SHAREHOLDERS, DIRECTORS, CONTACTORS, CUSTOMERS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, “CRUISE CONTROL ENTITIES”) MAKES NO REPRESENTATIONS, WARRANTIES, ENDORSEMENTS, CLAIMS OR PROMISES, EXPRESS OR IMPLIED ABOUT — NOR SHALL CRUISE CONTROL ENTITIES UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY KIND, INCLUDING PERSONAL INJURY OR DEATH OR FOR ANY (i) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, (ii) LOSS OF PROFITS, (iii) GOODWILL OR REPUTATIONAL HARM; (iv) BUSINESS INTERRUPTION, (iv) LOSS OF INFORMATION OR DATA; OR (v) ANY OTHER LOSSES, WHETHER TANGIBLE OR INTANGIBLE, THAT ARE DIRECTLY OR INDIRECTLY RELATED TO — 

1. The Site, Platform, or Services, including the products, functions, features, tools, terms, or any other elements on, or made accessible through, the Site and Platform (including but not limited to Artificial Intelligence tools, Content and SMS/MMS Codes), or use thereof, including but not limited to any violation of the TCPA or other applicable laws, statutes, or regulations;
2. Any instructions or resources that are referenced, linked, or otherwise offered through the Site and/or Platform;
3. The quality, accuracy, legality, or reliability, of the Site, Services, or Platform, including whether any information, content, instructions, resources and the like that are referenced, linked, or otherwise offered through the Site, Services, or Platform are accurate, complete, correct, adequate, useful, timely, reliable or legally compliant;
4. The quality, accuracy, legality, or reliability, of any content, services, or elements created or offered using Artificial Intelligence tools and features provided by the Site, Services, or Platform;
5. The quality, accuracy, or reliability, of any reports, data, or metrics provided by the Site, Services, or Platform;
6. The quality, accuracy, or reliability of the business listings, ratings, and reviews (including their content, order, rating, and display) found on, used on, or made available through the Site, Services, or Platform;
7. Cruise Control’s choice to use any Third Party Services, Third Party Providers, Third Party Website, or Optional Third Party, nor the selection or review thereof;
8. The safety or security of the Site, Services or Platform (including the Content);
9. Whether your use of the Site, Services or Platform (including SMS/MMS Codes) is lawful in any particular jurisdiction;
10. Deliverability and/or deliverability rates of email, voice, text, SMS, and MMS messages transmitted using the Site, Platform, and Services
11. Activation, registration, and/or approval of particular SMS/MMS Codes, and registration, and/or approval of particular communication uses;
12. Errors or omissions in the Platform’s technical operation, including but not limited to syncing of data; programming of automatic broadcasts, and delivery of Communications;
13. Damage to any computer, hardware, software, modem or other equipment or technology, including damage from any security breach or from any virus, bugs, tampering, fraud, error, omission, interruption, defect, delay in operation or transmission, computer line or network failure or any other technical or other malfunction, including losses or damages in the form of lost profits, loss of goodwill, loss of data, work stoppage, accuracy of results or equipment failure or malfunction.
14. The security of the data transmitted from your business platform to Provider, and the security of data and messages transmitted from Provider to Recipients via the Site and Platform or using SMS/MMS Codes;
15. Whether the Site, the Platform or the hosting providers or servers that make the Site and/or Platform available are free from any harmful components including but not limited to viruses, Trojan horses, and other technologies that could adversely impact your Device;
16. Your use of or inability to use the Site, Platform, or Services;
17. Performance of the Platform or Services, including whether the Site, Platform and Services will be available at any particular time or location, and whether your access to and/or use of the Site, Platform and Services (including use of SMS/MMS Codes) will be uninterrupted
18. Your use of any automations, notifications, and/or alerts we make available through the Site, Platform, or Services;
19. Any action taken in connection with an investigation by Provider Entities or law enforcement regarding your access to or use of the Site or Platform;

11.Any action taken in connection with copyright or other intellectual property owners or other rights owners;

11. Errors, mistakes, typos, communication failures, lost Content or Communications, and the like, whether provided by the Platform or Services, or employees of the Cruise Control Entities outside of the Platform environment;
12. Whether any errors, omissions, or defects on the Site and Platform will be repaired or corrected;
13. The availability, registration, and use of particular SMS/MMS Codes;
14. The quality, accuracy, legality, adequacy, usefulness, security, safety, or reliability of any Third Party Services, Third Party Providers, Third Party Website, or Optional Third Party;

YOU ACKNOWLEDGE AND AGREE THAT THE CRUISE CONTROL ENTITIES MAY USE THIRD PARTY SERVICES AND/OR THIRD PARTY PROVIDERS TO PROVIDE THE SITE, SERVICES AND PLATFORM OR ANY PORTION THEREOF, INCLUDING PRODUCTS, FEATURES, FUNCTIONS, TOOLS, SOFTWARE, AND OTHER ELEMENTS, AND THAT CRUISE CONTROL ENTITIES ARE NOT REQUIRED TO DISCLOSE OR OTHERWISE MAKE KNOWN IF, WHEN, OR HOW THIRD PARTY SERVICES OR THIRD PARTY PROVIDERS OR THIRD PARTY WEBSITES ARE USED, OR THE IDENTITY OF ANY SUCH THIRD PARTY PROVIDERS OR THIRD PARTY WEBSITES.

YOU ACKNOWLEDGE THAT PROVIDER DOES NOT CONTROL, ENDORSE, RECOMMEND, SPONSOR, WARRANTY, OR GUARANTEE ANY THIRD PARTY SERVICES, THIRD PARTY PROVIDERS, THIRD PARTY WEBSITE, OR OPTIONAL THIRD PARTY, AND IS NOT RESPONSIBLE FOR THE QUALITY, ACCURACY, LEGALITY, ADEQUACY, USEFULNESS, SECURITY, SAFETY, OR RELIABILITY OF ANY THIRD PARTY SERVICES, THIRD PARTY PROVIDERS, THIRD PARTY WEBSITE, OR OPTIONAL THIRD PARTY, INCLUDING ANY PRODUCTS, SERVICES, SOFTWARE, FEATURES, TOOLS, CONTENT, REPORTS, DATA, RESOURCES, TECHNOLOGY, SERVERS, PLATFORMS, WEBSITES, AND OTHER ELEMENTS, EVEN IF MADE ACCESSIBLE ON OR THROUGH THE SITE AND PLATFORM. YOU ALSO ACKNOWLEDGE THAT PROVIDER MAY HAVE NO CONTROL OVER THE CONTENT, OPERATIONS, POLICIES, TERMS OR OTHER ELEMENTS OF THIRD PARTY SERVICES, THIRD PARTY PROVIDERS, THIRD PARTY WEBSITE, OR OPTIONAL THIRD PARTY, AND YOU ACKNOWLEDGE THAT PROVIDER DOES NOT ASSUME ANY OBLIGATION TO REVIEW ANY THIRD PARTY SERVICES, THIRD PARTY PROVIDERS, THIRD PARTY WEBSITE, OR OPTIONAL THIRD PARTY.

YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND EVERYTHING CONTAINED IN THE TERMS, AND THAT BY USING THE SITE, SERVICES, AND/OR PLATFORM, YOU MAY BE USING THIRD PARTY SERVICES, THIRD PARTY PROVIDERS, AND THIRD PARTY WEBSITES, WITH OR WITHOUT DISCLOSURE OF SUCH USE OR THE IDENTITY THEREOF, AND THAT YOU ARE CHOOSING TO USE THE SITE, SERVICES, AND/OR PLATFORM TOGETHER WITH ANY THIRD PARTY SERVICES, THIRD PARTY PROVIDERS, AND THIRD PARTY WEBSITES, WHETHER OR NOT KNOWN OR DISCLOSED, AT YOUR OWN DISCRETION AND SOLE RISK.

CRUISE CONTROL ENTITIES WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY KIND, INCLUDING PERSONAL INJURY OR DEATH, FOR ANY (i) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, (ii) LOSS OF PROFITS, (iii) GOODWILL OR REPUTATIONAL HARM; (iv) BUSINESS INTERRUPTION, (iv) LOSS OF INFORMATION OR DATA; OR (v) ANY OTHER LOSSES, WHETHER TANGIBLE OR INTANGIBLE, THAT ARE DIRECTLY OR INDIRECTLY RELATED TO THE SITE, PLATFORM, SERVICES, THIRD PARTY SERVICES, THIRD PARTY PROVIDERS, THIRD PARTY WEBSITES, OR ANY OTHER ELEMENTS PROVIDED BY THE CRUISE CONTROL ENTITIES OR THIRD PARTIES.

UNDER NO CIRCUMSTANCES WILL PROVIDER BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL OR SPECIAL LOSS OR OTHER DAMAGE, WHETHER ARISING FROM NEGLIGENCE, BREACH OF CONTRACT, DEFAMATION, INFRINGEMENT OF COPYRIGHT OR OTHER INTELLECTUAL PROPERTY RIGHTS, CAUSED BY THE USE OF, EXHIBITION, DISTRIBUTION OR EXPLOITATION OF ANY INFORMATION OR CONTENT PROVIDED OR SUPPLIED BY THIRD PARTY SERVICES, THIRD PARTY PROVIDERS, THIRD PARTY WEBSITE, OR OPTIONAL THIRD PARTY. 

The foregoing limitations of liability will apply even if any of the foregoing circumstances or events were foreseeable, and even if the Cruise Control Entities were advised of or should have known of the possibility of such issues, losses or damages, regardless of whether you bring an action based in contract, negligence, strict liability or tort (including whether caused, in whole or in part, by negligence, acts of god, telecommunications failure or destruction of the Platform). 

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages of the sort that are described above, so the above limitation or exclusion may not apply to you. 

EXCEPT AS MAY BE PROVIDED IN ANY ADDITIONAL TERMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CRUISE CONTROL ENTITIES’ AGGREGATE LIABILITY TO YOU, FOR ALL POSSIBLE DAMAGES, LOSSES AND CAUSES OF ACTION IN CONNECTION WITH THE SITE, SERVICES, AND/OR PLATFORM, OR ARISING OUT OF OR RELATED TO THESE TERMS, OR YOUR ACCESS TO AND USE OF THE SITE, PLATFORM, AND/OR SERVICES, WHETHER BY STATUTE, CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED AN AMOUNT EQUAL TO THE AMOUNT YOU HAVE PAID PROVIDER IN THE PREVIOUS TWELVE (12) MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY; PROVIDED, HOWEVER, THIS PROVISION WILL NOT APPLY IF A TRIBUNAL WITH APPLICABLE JURISIDCTOIN FINDS SUCH PROVISION TO BE UNCONCIONABLE. 

EXCEPT FOR ANY SPECIFIC WARRANTIES PROVIDED HEREIN OR IN ADDITIONAL TERMS PROVIDED BY A PROVIDER PARTY, CRUISE CONTROL ENTITIES HEREBY FURTHER DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS.

Some jurisdictions limit or do not allow the disclaimer of implied or other warranties, or the limitation or exclusion of liability in contracts with consumers, and as a result the contents of this section may not apply to you to the maximum extent permitted by law.

Waiver of Injunctive or Other Equitable Relief

IF YOU CLAIM THAT YOU HAVE INCURRED ANY LOSS, DAMAGES OR INJURIES IN CONNECTION WITH YOUR USE OF THE SITE, PLATFORM, AND/OR SERVICES, THEN THE LOSSES, DAMAGES AND INJURIES WILL NOT BE IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR TO OTHER EQUITABLE RELIEF OF ANY KIND.  THIS MEANS THAT, IN CONNECTION WITH YOUR CLAIM, YOU AGREE THAT YOU WILL NOT SEEK, AND THAT YOU WILL NOT BE PERMITTED TO OBTAIN, ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANY WEBSITE, APPLICATION, CONTENT, PRODUCT, SERVICES OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED OR CONTROLLED BY PROVIDER OR A LICENSOR OF PROVIDER.

CUSTOMER ACKNOWLEDGES THAT EMAIL AND TEXT/SMS/MMS MESSAGES ARE INSECURE MEDIUMS THAT ARE GENERALLY NOT ENCRYPTED IN TRANSIT AND SECURITY OF INFORMATION TRANSMITTED THROUGH THE INTERNET CAN NEVER BE GUARANTEED AND, ACCORDINGLY, CRUISE CONTROL IS NOT RESPONSIBLE FOR ANY INTERCEPTION OR INTERRUPTION OF ANY COMMUNICATIONS THROUGH THE INTERNET OR FOR CHANGES TO OR LOSS OF CUSTOMER CONTENT IN CONNECTION WITH THE SERVICES.

FURTHER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND EVERYTHING CONTAINED IN THE TERMS, AND THAT BY USING THE SITE, SERVICES, AND/OR PLATFORM, YOU UNDERSTAND AND AGREE TO ALL TERMS. YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY AGAINST THE CRUISE CONTROL ENTITIES IN CASE OF DISAGREEMENT WITH ANY OF THE TERMS; DISSATISFACTION WITH THE SITE, PLATFORM, SERVICES; OR ANY OTHER GRIEVANCE; SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO, OR USE OF THE SITE, SERVICES, AND PLATFORM.

THE PARTIES ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS SECTION IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES AND LIMIT THEIR POTENTIAL LIABILITY GIVEN THE FEES CHARGED UNDER THIS AGREEMENT, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF CRUISE CONTROL WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THESE TERMS. NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR RESTRICT ANY LIABILITY WHICH CANNOT BE LIMITED OR EXCLUDED BY APPLICABLE LAW.

DISPUTE RESOLUTION – ARBITRATION AGREEMENT AND CLASS ACTION WAIVER

PLEASE READ THIS ENTIRE SECTION CAREFULLY. YOU ARE WAIVING CERTAIN LEGAL RIGHTS IF THERE IS ANY DISPUTE WITH US. YOU AGREE THAT BY ACCESSING OR USING THE SITE, PLATFORM AND/OR SERVICES, OR BY OTHERWISE AGREEING TO THESE TERMS, YOU ARE WAIVING THE RIGHT TO A JURY TRIAL OR TO PARTICIPATE IN A CLASS ACTION. YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR COLLECTIVE ACTION OR PROCEEDING. ANY ARBITRATION WILL TAKE PLACE ON AN INDIVIDUAL BASIS. YOU AND WE AGREE THAT CLASS ARBITRATIONS, CLASS ACTIONS, OR OTHER COMBINED PROCEEDINGS ARE NOT PERMITTED.

Scope and Nature of Arbitration You and we agree that any and all claims and disputes arising from or relating in any way to the subject matter of these Terms, your use of the Site, Platform, and/or Services, or your and CRUISE CONTROL’s dealings with one another (including, but not limited to, your receipt of marketing or informational telephone calls, text messages, emails, or other communications from or on behalf of CRUISE CONTROL whether through the Messaging Services or not) shall be finally settled and resolved through BINDING INDIVIDUAL ARBITRATION as described in this section.

This agreement to arbitrate is intended to be interpreted broadly. YOU AND WE AGREE THAT “CLAIMS” AND “DISPUTES” SUBJECT TO THIS ARBITRATION PROVISION THEREFORE ARE TO BE GIVEN THE BROADEST POSSIBLE MEANING AND INCLUDE CLAIMS OF EVERY KIND AND NATURE, INCLUDING, BUT NOT LIMITED TO, INITIAL CLAIMS, COUNTERCLAIMS, CROSS-CLAIMS, AND THIRD-PARTY CLAIMS, AND CLAIMS BASED ON ANY FEDERAL, STATE, OR LOCAL CONSTITUTION, STATUTE, REGULATION, ORDINANCE, WARRANTY, COMMON LAW RULE (INCLUDING RULES RELATING TO CONTRACTS, TORTS, NEGLIGENCE, FRAUD, OR ANY OTHER INTENTIONAL WRONGS), AND EQUITY. THEY INCLUDE CLAIMS AND DISPUTES THAT SEEK RELIEF OF ANY TYPE—INCLUDING ACTUAL, STATUTORY, OR PUNITIVE DAMAGES AND/OR INJUNCTIVE, DECLARATORY, OR OTHER EQUITABLE OR PROSPECTIVE RELIEF.

There is no judge or jury in arbitration. Generally, arbitration procedures are simpler and more limited than rules applicable in court, and review by a court is limited. Neither you nor we will be able to have a court or jury trial or participate in a class action or class arbitration. You and CRUISE CONTROL each understand and agree that by agreeing to resolve any dispute through individual arbitration, YOU AND CRUISE CONTROL ARE EACH WAIVING THE RIGHT TO A COURT OR JURY TRIAL. ANY DISPUTE SHALL BE ARBITRATED ON AN INDIVIDUAL BASIS, AND NOT AS A CLASS ACTION, REPRESENTATIVE ACTION, CLASS ARBITRATION, OR ANY SIMILAR PROCEEDING. The arbitrator may not consolidate or combine the claims or arbitrations of multiple parties.

Notwithstanding the foregoing, nothing in these Terms or arbitration provision will be deemed to waive, preclude, or otherwise limit the right of you or CRUISE CONTROL to file suit in a court of law to address an intellectual property infringement claim on a non-class or non-collective basis.

If any portion of this arbitration agreement other than the class action waiver and prohibition against class arbitration is deemed invalid or unenforceable, it shall not invalidate the remaining portions of this arbitration agreement. 

Class Action Waiver  YOU AND WE AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVDIUAL CAPACITY, AND NOT AS A CLASS MEMBER OR PLAINTIFF IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCESSEDING OR AS AN ASSOCIATION.  You and we also agree that the arbitration provision and class action waiver apply to claims made regarding past, present, or future conduct, and also apply to claims made independently or with other claims.

Disputes will only be arbitrated on an individual bases and will not be joined or consolidated with other arbitrations or proceedings that involve any claim or controversy of any other party. There shall be no right or authority for any claim or disbute to be arbitrated on a class action basis or on any basis involving Disputes brought in a purported representative capacity on behalf of the general public, or other persons or entities similarly situated. Any and all issues relating to the scope, interpretation and enforceability of the class action waiver are to be decided only by a court of competent jurisdiction, and not by the arbitrator. Notwithstanding any other provision of these Terms, if the class action waiver and prohibition against class arbitration is determined to be invalid or unenforceable, then this entire arbitration agreement shall be void. In that case, you agree to litigate exclusively in the state courts of competent jurisdiction located in Miami, Florida, or the United States District Court for the Southern District of Florida, and you agree to submit to the personal jurisdiction of each of these courts for the purpose of litigating such claims or disputes.

Small Claims Exclusion  Notwithstanding the foregoing, either of us may bring qualifying claim of dispute in small claims court exclusively in the state courts of Miami, Florida on an individual basis for disputes and actions within the scope of such court’s competent jurisdiction.

Injunctive Relief.  The arbitration provisions will not apply to any legal action taken by Provider for purposes of seeking an injunction or other equitable relief in connection with, any actual or potential loss, damage, or cost relating to the Site, Platform, Services, operations, Content, your Customer Content and/or Provider’s intellectual property rights (including any such rights that are in dispute).

Pre-arbitration Dispute Process. In the event of a dispute, and before initiating an arbitration proceeding under this section, you and we agree that the party alleging a dispute must send to the other party a notice of dispute, which is a written statement that sets forth the name, address, and contact information of the party giving the notice; a brief summary the facts giving rise to the dispute; and the relief requested.

You must send any notice of dispute via certified U.S. mail with signature confirmation to Cruise Control AI, LLC, d/b/a CRUISE CONTROL, 955 NW 159th Drive STE 103, Miami, FL 33169, USA Attention: Legal

We will send any notice of dispute to you at the contact information we have for you.

You and we agree to attempt to resolve a dispute through informal negotiation within sixty (60) days from the date the notice of dispute is sent. You must participate in at least one informal telephone call during this 60 day period, which shall be scheduled during regular business hours. Upon completion of at least one informal telephone call, and after that sixty (60) day period and not before, you or we may commence an arbitration proceeding in accordance with this section.

Arbitration Procedures and Rules. If you and we do not resolve a dispute by informal negotiation, then ANY DISPUTE ARISING BETWEEN YOU AND PROVIDER OR ANY THIRD-PARTY BENEFICIARY OF THESE TERMS (whether based in contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, any other intentional tort or negligence), common law, constitutional provision, respondeat superior, agency or any other legal or equitable theory), whether arising before or after the effective date of these Terms, MUST BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION before a neutral arbitrator whose decision will be final except for a limited right of appeal under the U.S. Federal Arbitration Act.

The arbitration will be governed by the JAMS Streamlined Arbitration Rules and Procedures (“JAMS Rules”), as modified by this section. The arbitration will be conducted by JAMS using one arbitrator with substantial experience in resolving commercial contract or consumer disputes (as appropriate), who shall be selected from the appropriate list of JAMS arbitrators in accordance with the JAMS Rules. If JAMS is unable or unwilling to arbitrate a dispute, then the dispute may be referred to any other arbitration organization or arbitrator that you and we both agree upon in writing or that is appointed pursuant to section 5 of the Federal Arbitration Act.

For any claim where the total amount of the award sought is $10,000 or less, the arbitrator, you, and we must abide by the following rules: (a) the arbitration shall be conducted solely based on telephone or online remote appearances and/or written submissions (or some combination thereof); and (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties. If the claim exceeds $10,000, the right to a hearing will be determined by the JAMS Rules and the hearing (if any) will be conducted under the JAMS Rules in person (at a mutually agreeable location) or virtually by conference call, videoconference, or using other communications technology with participants in one or more geographical places, or in a combined form. The arbitrator’s ruling is binding and may be entered as a judgment in any court of competent jurisdiction, or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be.

Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.

You and Cruise Control empower the arbitrator with the exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of these Terms or the arbitration provision—including the formation of the agreement to arbitrate, the arbitrability of any dispute, and any claim that all or any part of these Terms are void or voidable (such as, but not limited to, whether the arbitration provision is unconscionable).

The JAMS Rules and instructions about how to initiate an arbitration are available at www.jamsadr.com or 1-800-352-5267.

Arbitration Fees and Costs. In accordance with the JAMS Rules, the party initiating the arbitration (either you or Cruise Control) is responsible for paying a filing fee. However, if the arbitrator issues you an award of damages and: (a) that award is greater than the amount of our last written settlement offer; or (b) if we did not make a settlement offer, then in addition to paying for any JAMS Case Management Fees and all professional fees for the arbitrator’s services, we will reimburse you for the filing fees you incurred. (During the arbitration, the amount of any settlement offer made by you or Cruise Control shall not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any.) Further, if you demonstrate that paying the arbitrator’s costs and fees would be prohibitively expensive for you, we shall pay those costs and fees regardless of whether you prevail in the arbitration—unless the arbitrator determines that your claim was frivolous or brought for an improper purpose.

Governing Law. This arbitration agreement involves interstate commerce and, therefore, shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16 (“FAA”), and not by state law. THE ARBITRATOR WILL FOLLOW APPLICABLE SUBSTANTIVE LAW TO THE EXTENT CONSISTENT WITH THE FAA, APPLICABLE STATUTES OF LIMITATION, AND APPLICABLE PRIVILEGE RULES, AND SHALL BE AUTHORIZED TO AWARD ALL REMEDIES AVAILABLE IN AN INDIVIDUAL LAWSUIT UNDER APPLICABLE SUBSTANTIVE LAW, INCLUDING, WITHOUT LIMITATION, COMPENSATORY, STATUTORY, AND PUNITIVE DAMAGES, AS WELL AS, DECLARATORY, INJUNCTIVE, AND OTHER EQUITABLE RELIEF—INCLUDING PUBLIC INJUNCTIVE RELIEF AND ATTORNEYS’ FEES AND COSTS.

Enforceability. Notwithstanding any provision in these Terms to the contrary, you and we agree that if the class action waiver above is deemed invalid or unenforceable, neither you nor we are entitled to arbitration and any proceeding shall be brought and proceed exclusively in the state courts of competent jurisdiction located in Miami, Florida, or the United States District Court for the Southern District of Florida, and you and we agree to submit to the personal jurisdiction of each of these courts for the purpose of litigating such claims or disputes.

If the arbitration provision in this section is found unenforceable or to not apply for a given dispute, then the proceeding must be brought exclusively in the state courts of competent jurisdiction located in Miami, Florida, or the United States District Court for the Southern District of Florida, and you and we agree to submit to the personal jurisdiction of each of these courts for the purpose of litigating such claims or disputes, and you still waive your right to a jury trial and waive any right to initiate or proceed in a class or collective action. You also remain bound by any and all limitations on liability and damages included in these Terms.

Survival. This arbitration agreement and class action waiver shall survive termination of your use of or access to the Website, Platform, and/or Services or termination of our dealings with you.

Intended Beneficiaries. AN INTENDED BENEFICIARY OF THIS ARBITRATION PROVISION AND CLASS ACTION WAIVER MAY ENFORCE THE PROVISIONS IN FULL WITH RESPECT TO ANY CLAIMS BETWEEN THEM ON THE ONE HAND AND YOU ON THE OTHER ARISING FROM OR IN ANY WAY RELATING TO THESE TERMS, OUR DEALINGS WITH YOU, OR THIS ARBITRATION PROVISION.

INTENDED BENEFICIARIES ARE OUR AGENTS, PRINCIPALS, REPRESENTATIVES, DIRECTORS, OFFICERS, OWNERS, SHAREHOLDERS, GOVERNORS, MANAGERS, AND MEMBERS. INTENDED BENEFICIARIES ALSO ARE OUR PARENTS, SUBSIDIARIES, AFFILIATES, PARTNERS, LICENSEES, ATTORNEYS, PREDECESSORS, SUCCESSORS, JOINT VENTURERS, CONTRACTORS, ASSIGNS, DESIGNEES, VENDORS, SERVICERS, AND SERVICES PROVIDERS. A SERVICES PROVIDER IS ANY THIRD-PARTY PROVIDING US OR ANY INTENDED BENEFICIARY ANY GOODS OR SERVICES ARISING OUT OF OR IN ANY WAY RELATING TO OUR DEALINGS WITH YOU OR THIS ARBITRATION PROVISION, INCLUDING WITHOUT LIMITATION ANY PROVIDER THAT SENDS CRUISE CONTROL’S TEXT MESSAGES. INTENDED BENEFICIARIES INCLUDE PAST, PRESENT, AND FUTURE PERSONS LISTED IN THIS PARAGRAPH.

THIS ARBITRATION PROVISION AND CLASS ACTION WAIVER MAY BE ENFORCED BY OR AGAINST ANY PERSON OR ENTITY PURPORTING TO BRING CLAIMS ON YOUR BEHALF, INCLUDING ANY AGENT, REPRESENTATIVE, GUARDIAN, OR TRUSTEE. THIS ARBITRATION PROVISION AND CLASS ACTION WAIVER MAY ALSO BE ENFORCED BY OR AGAINST ANY PERSON OR ENTITY WHO ACQUIRES ANY RIGHT OR INTEREST THAT, BUT FOR THE TRANSFER OF THE RIGHT OR INTEREST, WOULD HAVE BELONGED TO US OR AN INTENDED BENEFICIARY OF THIS ARBITRATION PROVISION. YOU ALSO ACKNOWLEDGE THAT YOU SHALL BE ESTOPPED FROM DENYING AN OBLIGATION TO ARBITRATE COVERED DISPUTES WITH AN INTENDED BENEFICIARY.

Time Limitations on Bringing Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING IN ANY WAY TO THESE TERMS, YOUR USE OF OR ACCESS TO THE WEBSITE AND/OR SERVICES, OR YOUR AND CRUISE CONTROL’S DEALINGS WITH ONE ANOTHER IN CONNECTION WITH THE WEBSITE AND/OR SERVICES MUST BE COMMENCED IN ARBITRATION WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. AFTER THAT ONE-YEAR PERIOD, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED. “Commenced” means delivery of written notice as set forth above and either (i) filing for arbitration with JAMS as set forth herein; or (ii) filing an action in state or federal court. The parties expressly waive any contrary statute of limitations or time bars, both legal and equitable. Some jurisdictions do not allow time limitations other than those set forth in such state’s statute of limitations laws and do not allow waiver of such statute of limitations; in such cases, the applicable statute of limitations provided for under the laws of such state shall apply.

Opting Out of Arbitration. If you wish to opt-out of this agreement to arbitrate, within 45 (forty-five) days of when you initially use or access the Website and/or Services or otherwise agree to these Terms (whichever occurs first), you must send us a letter via Certified U.S. Mail, return receipt requested and delivery confirmation required, stating “Request to Opt-Out of Agreement to Arbitrate” at the following physical address or email address AND MUST INCLUDE YOUR FULL NAME, MAILING ADDRESS, AND TELEPHONE NUMBER:

Cruise Control AI, LLC, d/b/a CRUISE CONTROL, 955 NW 159th Drive STE 103, Miami, FL 33169, USA Attention: Legal

If you do not opt-out within 45 (forty-five) days of when you initially use or access the Website and/or the Services or otherwise agree to these Terms (whichever occurs first), then you are not eligible to opt-out of this arbitration agreement.

In the event you opt out of the arbitration provision, you agree to litigate exclusively in the state courts of competent jurisdiction located in Miami, Florida, or the United States District Court for the Southern District of Florida, and you agree to submit to the personal jurisdiction of each of these courts for the purpose of litigating such claims or disputes, and you still waive your right to a jury trial, waive your right to initiate or proceed in a class or collective action, and remain bound by any and all limitations on liability and damages included in these Terms.

INTERNATIONAL CONSIDERATIONS

Provider provides, operates and controls the Site, Platform and Services from its offices based in Florida and California in the United States of America (U.S.). Provider makes no representation that the Site, Platform or Services, including but not limited to SMS/MMS Codes, are available, appropriate, or legal for use outside of the U.S. If you use the Site, Platform and/or Services from outside of the U.S., you do so at your risk, and are solely responsible for ensuring the Site, Platform, and/or Services, and any actions that you make using the Site, Platform, and/or Services, comply with any and all applicable laws, rules, and regulations. Provider may offer and describe services that are available only in the U.S., or only in parts of the U.S. In no way may anything be construed as indicating that the the Site, Platform, and/or Services are available worldwide or in the entire U.S. We reserve the right to limit the availability of the Site, Platform, and/or Services to any person, entity, geographic area, IP address, or jurisdiction, at any time and in our sole discretion, and to limit bandwith, volumes, and quantities of any Services, content, feature, product, and the like. You and we disclaim any application to these Terms of the Convention on Contracts for the International Sale of Goods. Delivery and delivery rates of text/SMS/MMS messages are the responsibility of third party mobile carriers to whom such messages are delivered and may vary.

Export Controls

Software related to or made available by the Site or Platform may be subject to export controls of the U.S. You are solely responsible for researching, understanding, and complying with all domestic and foreign trade regulations and laws. Software from the Site or Platform may not be downloaded, exported, or re-exported: (i) into (or to a national or resident of) any country or other jurisdiction to which the U.S. has embargoed goods, software, technology or Services, (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders, or (iii) to anyone on the U.S. Department of Commerce’s Bureau of Industry and Security Entities List as published in the Export Administration Regulations (including entities engaged in weapons of mass destruction proliferation in various countries and persons and entities that are suspected of diverting U.S. origin items to embargoed countries or terrorist end-uses). You agree and warrant not to export or re-export the software to any county, or to any person, entity or end-user, subject to U.S. export controls, including as set forth above, except as authorized by law.

INVESTIGATIONS AND LAW ENFORCEMENT

Provider reserves the right, without limitation, to: (i) investigate breaches or suspected breaches of the Site, Platform, server, information technology or other systems or networks, (ii) investigate breaches or suspected breaches of these Terms and any Additional Terms, (iii) use information about you to research and investigate any of the aforementioned breaches or suspected breaches, through any means including but not limited to public sources and law enforcement databases; (iv) inform law enforcement authorities about, and/or cooperate with law enforcement authorities in investigating, any of the foregoing; (v) provide information about you as required by law or law enforcement authorities; and (v) prosecute violators of these Terms and any Additional Terms.

You agree to provide reasonable cooperation regarding information requests from Provider, law enforcement, regulators, telecommunications providers, and the like, related to any breaches or suspected breaches of the Site, Platform, server, information technology or other systems or networks.

CUSTOMER SUPPORT

Unless otherwise agreed, Provider will: (i) use commercially reasonable efforts to make the Platform available twenty-four (24) hours a day, seven (7) days a week, except for: (a) planned downtime, or (b) any unavailability caused by circumstances beyond our reasonable control, including, without limitation, acts of God, acts of government, hurricanes, floods, fires, earthquakes, civil unrest, acts of terror, labor strikes or other labor problems, Internet Services provider or server failures or delays, or denial of Services attacks or other attacks. To receive support, send an email to info@cruisecontrol.ai or use any other available means of contact as shown on the Site. You acknowledge and agree that the provision of customer support is at Provider’s sole discretion and that Provider has no obligation to provide you with any support of any kind.   

FEEDBACK

You may at any time voluntarily post, submit or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials, messages, text, files, personally identifiable information, or other information or materials or ideas about Cruise Control or our Services (collectively, “Feedback”). You understand that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including, without limitation, to develop, copy, publish, or improve the Feedback in Cruise Control’s sole discretion. You understand that Cruise Control may treat Feedback as nonconfidential, regardless of whether you mark the Feedback as confidential. Likewise, we will not treat any Feedback as proprietary, regardless of whether you mark the Feedback as proprietary or the like. Provider does not assume any obligation of any kind to you or any third party with respect to Feedback. Except and unless as otherwise described in any applicable Additional Terms, you hereby grant to Provider, and agree to grant to Provider, the non-exclusive, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual and cost-free right and license to use, copy, record, distribute, reproduce, disclose, sell, re-sell, sublicense, display, publicly perform, transmit, publish, broadcast, translate, make derivative works of and otherwise use and exploit in any manner whatsoever, all or any portion of your Feedback (and derivative works thereof), for any purpose whatsoever in any and all formats, on or through any means or medium now known or hereafter developed, and with any technology or devices now known or hereafter developed, and to advertise, market and promote the same.  Without limitation, the granted rights include the right to: (a) configure, host, index, cache, archive, store, digitize, compress, optimize, modify, reformat, edit, adapt, publish in searchable format and remove such Feedback and combine same with other materials, and (b) use any ideas, concepts, know-how or techniques contained in any Feedback for any purposes whatsoever, including developing, producing and marketing products and/or services. You also hereby grant to Provider, and agree to grant to Provider, the unconditional, perpetual, irrevocable right to publicize, use and exploit your name, persona and likeness in connection with any Feedback, without any obligation or remuneration to you.  Except as prohibited by law, you hereby waive, and you agree to waive, any moral rights (including attribution and integrity) that you may have in any Feedback, even if it is altered or changed in a manner not agreeable to you. To the extent not waivable, you irrevocably agree not to exercise such rights (if any) in a manner that interferes with any exercise of the granted rights.  You understand that you will not receive any consideration, fees, sums, payments, or remuneration of any kind for any of the rights granted in this Feedback Section.

OTHER TERMS

Discontinuation of Site:  We reserve the right to modify, update, or discontinue the Site, Platform, Services, functionality, and/or features at any time, in our sole discretion, for any or no reason, and without notice or liability. We shall have sole discretion as to whether any additional fees are applicable for any of the foregoing. We will not be liable to you are any third party for any such modifications, updates, changes, discontinuations, or price increases.

Publicity: Provider may make references to you and the entity associated with your subscription and use its company name, logo, trademark, trade name, Services mark or other commercial designation on our website and social media pages, and in advertisements, brochures, case studies, presentations, articles, financial reports or other marketing, promotional or related materials. Additionally, Provider may issue a news release or other public announcement announcing the relationship between Provider and Customer. 

Confidentiality: Each party may have access to the other party’s information, which shall be deemed confidential information if (i) it is identified as such by the disclosing party; or (ii) the information is, by its nature, reasonably considered confidential, such as information regarding products, technology, processes, methods, research, customers, business partners, business plans, and any data or information which provides a competitive advantage. The receiving party shall: (i) safeguard the other’s confidential information with a reasonable degree of care; (ii) use confidential information only as necessary to carry out these Terms; and (iii) disclose confidential information only if necessary and only to employees or agents that are bound by similar confidentiality agreements. Confidential information shall remain the property of the disclosing party, and such confidential information shall be destroyed upon request of the disclosing party, unless prohibited by law or for other reasons under these Terms. Information shall not be deemed confidential information if it: (i) is disclosed by the disclosing party without restriction on use and disclosure; (ii) becomes known to the receiving party from a third party with which there is no confidentiality obligation, so long as said third party is not in breach of a confidentiality agreement with the disclosing party; (iii) is already known by the receiving party at the time of disclosure; or (iv) is independently developed by the receiving party without any reliance on the confidential information of the disclosing party. Confidential information may be disclosed to the extent required by applicable law. 

Assignment: You may not assign or otherwise transfer any of your rights or obligations hereunder, whether by merger, sale of assets, change of control, operation of law or otherwise, without the prior written consent of Provider (not to be unreasonably withheld), and any attempted assignment or transfer without such consent will be void.

Provider may freely assign or delegate any or all rights and obligations under these Terms and any Additional Terms, in whole or in part, to any party at any time, without notice to you. Provider may also substitute, by way of unilateral novation, effective upon notice to you, Provider for any third party that assumes our rights and obligations under this Agreement.

Severability: Each provision of these Terms and any Additional Terms is severable. If any provision of these Terms or Additional Terms is or becomes or is deemed to be illegal, invalid, unlawful, void, and/or unenforceable in any jurisdiction, then that provision will be deemed severable from these Terms or any Additional Terms. The illegality, invalidity, or unenforceability of that provision will not affect the legality, validity, or enforceability of the remaining provisions of these Terms or any Additional Terms. The remaining Terms and any Additional Terms shall remain in full force and effect. Wherever the word “including” is used in these Terms or any Additional Terms, the word will be deemed to mean “including, without limitation.”

Notices: You agree that we may give you notice about the Services, Site Platform, or these Terms or Additional Terms, including revised, changed, or new Terms, by any of the following means: (i) Alerts or banners on the Site; (ii) Email to an email address associated with your account; (iii) Mail to an address associated with your account. You agree to prompty notify us if your email or mailing address changes. You acknowledge and agree that Provider shall have no liability associated with or arising from your failure to receive critical information about the Site, Platform, or Services using the above-specified means. You agree that all communications that we provide to you electronically, including but not limited to agreements, notices, and disclosures, satisfy any legal requirement that such communications be in writing.

Any legal notices that you submit to Provider should be emailed to info@cruisecontrol.ai and also sent via certified mail to:

Cruise Control AI, LLC
Attn:  Legal Department
955 NW 159th STE 103
Miami, FL 33169

Communications: If you contact us via text message or email, you consent to receive communications from us using the same electronic method. You acknowledge that Provider is not obligated to respond to communications from you.

Waiver: No waiver of any provision of these Terms or Additional Terms is binding or effective unless it is in writing and signed by the party against whom the waiver is sought to be enforced. No failure to exercise, and no delay in exercising, any right or remedy under these Terms or Additional Terms will be deemed to be a waiver of that right or remedy. No waiver of any breach of any provision of these Terms or Additional Terms will be deemed to be a waiver of any subsequent breach of that provision or of any similar provision.

Nature of Relationship: No agency, partnership, joint venture, contractor, subcontractor, or employment relationship is created as a result of these Terms or any Additional Terms, and neither party has any authority of any kind to bind the other in any respect.

Force Majeure: Except for payment obligations, neither party shall be liable for any failure to perform its obligations pursuant to these Terms or Additional Terms where such failure results from any cause beyond such party’s reasonable control, including but not limited to: fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of Services attacks or similar attacks; Internet failure; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes, lock-outs, or labor disruptions; and any laws, orders, rules, regulations, acts, or restraints of any government or governmental body or authority, civil or military, including governmental action or the orders and judgments of courts.

Governing Law: These Terms, any Additional Terms, and your relationship with Provider, shall be governed exclusively by, and will be enforced, construed, and interpreted exclusively in accordance with, the laws applicable in the state of Florida, without regard to any conflicts of law provisions. Unless otherwise specified in these Terms, you agree to litigate all claims or disputes exclusively in the state courts of competent jurisdiction located in Miami, Florida, or the United States District Court for the Southern District of Florida, and you agree to submit to the personal jurisdiction of each of these courts for the purpose of litigating such claims or disputes.

Questions: If you have a question about these Terms, or you would like to contact us about any of your rights mentioned herein, please contact us at info@cruisecontrol.ai. You may reach us by mail at Cruise Control AI, LLC, d/b/a Cruise Control, 955 NW 159th Drive #103, Miami, FL 33169 USA.

Entire Agreement: These Terms and any Additional Terms constitute the entire agreement between the parties with respect to the use of the Site, Platform, and/or Services and supersede any prior or inconsistent agreements, negotiations, representations, and promises, written or oral, with respect to the subject matter and is binding upon the parties and their permitted successors and assigns. In the event of any conflict between these Terms and Additional Terms, the provisions of the Additional Terms shall prevail.