Terms Of Service

TERMS OF ACCESS AND USE

Aegis Mobile LLC, (“Aegis” “we” “us” or “our”) provides access to its websites, platforms, applications, APIs, and related services (collectively, the “Services”) subject to these Terms of Access and Use (the “Terms”).

By accessing, browsing, or otherwise using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and to comply with all applicable laws and regulations. If you are accessing or using the Services on behalf of an organization, then “you” includes both you and that organization, and you represent and warrant that you have the authority to bind that organization to these Terms. Customer is responsible for all acts and omissions of its Authorized Users.

These Terms govern your access to and use of the Services and do not modify or supersede the terms of any separate written agreement between Customer and Aegis, including any master services agreement, data processing agreement (“DPA”), order form, statement of work, or similar contract (each, an “Agreement”). In the event of a conflict, the Agreement will control solely with respect to its subject matter, and these Terms will control for all other matters. If the Services are accessed without an Agreement, these Terms control.

Aegis reserves the right to suspend or terminate your access to the Services at any time if you violate these Terms or if Aegis determines, in its reasonable discretion, that suspension or termination is necessary to protect the security, integrity, or availability of the Services, comply with law, or prevent fraud or abuse. Upon termination or suspension, you must immediately cease all use of the Services and, to the extent applicable, delete or destroy any Aegis materials obtained from the Services that are in your possession or control, including any copies; provided that you may retain copies to the extent required by law or maintained automatically in routine backup systems, in which case such retained copies will remain subject to these Terms.

Definitions. For purposes of these Terms: (a) “Customer” means the organization on whose behalf the Services are accessed or used (if applicable); (b) “Authorized Users” means Customer’s employees, contractors, and agents authorized to use the Services; (c) “Customer Data” means data and information submitted to, made available to, or processed through the Services by or on behalf of Customer, including Personal Data; and (d) “Personal Data” has the meaning given under applicable law.

DESCRIPTION OF SERVICES

Aegis Mobile provides tools and services intended to support messaging and communications program review, including compliance-support, monitoring, verification, and analytical services. The Services may include, for example, evaluating information provided by or on behalf of customers about organizations, campaigns, assets, and communications to help customers assess alignment with certain industry standards, program requirements, or third-party (including carrier) expectations.

This description is provided for convenience only and is not a promise that any particular feature, result, or outcome will be achieved. The specific scope, configurations, deliverables, service levels (if any), and fees for the Services (if applicable) are set forth in the applicable Agreement, order form, statement of work, or other documentation provided by Aegis. Aegis may modify, add, or remove features of the Services from time to time, subject to the Modifications section below and any applicable Agreement.

USE RESTRICTIONS

Copyright. 

All content, materials, and functionality made available through the Services - including, without limitation, text, graphics, images, software, data, and the selection and arrangement thereof - are owned by or licensed to Aegis and are protected by applicable intellectual property laws.

Subject to your compliance with these Terms, Aegis grants you a limited, non-exclusive, non-transferable, and revocable right to access and use such materials solely for your internal business purposes in connection with authorized use of the Services. You may not copy, reproduce, modify, distribute, republish, display, transmit, create derivative works from, or otherwise exploit any portion of the Services or its content except as expressly permitted by Aegis in writing.

You may not mirror, frame, or otherwise replicate any portion of the Services or its content on any other server, platform, or service without Aegis’s prior written consent. Any unauthorized use may violate copyright, trademark, and other applicable laws.

Trademarks. 

All trademarks, service marks, trade names, logos, and branding elements used in connection with the Services are the property of Aegis or their respective owners. Nothing in these Terms grants you any right or license to use any trademarks without prior written permission.

Acceptable Use. 

You agree not to use the Services to:

     ·Violate any applicable law, regulation, or industry standard;

     · Submit or facilitate fraudulent, deceptive, or misleading activities;

     · Circumvent or attempt to bypass vetting, monitoring, or compliance controls;

     · Transmit or support unsolicited messaging, spam, or prohibited communications;

     · Misrepresent the identity, authorization, or legitimacy of any organization, campaign, 

       or communication;

     · Interfere with or disrupt the integrity, security, or performance of the Services;

     · Access or attempt to access systems, data, or accounts without authorization;

     · Use automated tools to scrape, extract, or misuse data beyond the intended 

       functionality of the Services.

Aegis reserves the right to suspend or terminate access for violations of this section.

API and Integration Use. 

Where access to the Services is provided via APIs or integrations:

     · You must use only authorized credentials, tokens, keys, or authentication     

       mechanisms issued by Aegis and must not share them with any third party;

     · You are responsible for maintaining the confidentiality and security of your API 

       credentials and for all activity conducted using them;

     · You must comply with any rate limits, call-volume limits, usage restrictions, and 

       technical requirements, and you must not attempt to circumvent them;

     · You may not reverse engineer, scrape, or extract the Services or any data beyond the 

       intended functionality and authorized use;

     · Aegis may change, suspend, or deprecate APIs and integration endpoints from time 

       to time and may monitor usage and suspend or revoke access for misuse, excessive 

       load, suspected security issues, or violation of these Terms.

ACCESS AND ACCOUNTS

Access to the Services may be provisioned to organizations and their authorized users. You are responsible for maintaining the confidentiality of credentials and for all activities conducted under your account.

If you are accessing the Services on behalf of an organization, you represent that you have authority to do so and to bind that organization to these Terms.

Aegis may, in its discretion, implement authentication and security controls (such as federated identity, role-based access, and audit logging) to help protect the Services.

DATA PROCESSING AND PRIVACY

To the extent Aegis processes Personal Data on behalf of its business customers in providing the Services, Aegis acts as a data processor (and, where applicable, a service provider) and the customer determines the purposes and means of processing such Personal Data. Aegis may also process certain Personal Data as a controller/business for its own purposes, such as account administration, billing, security, fraud prevention, and compliance with law.

All data submitted to or processed through the Services is provided by or at the direction of the customer. Customers are responsible for ensuring they have all necessary rights, consents, and legal authority to provide such data.

Customer grants Aegis a limited, non-exclusive, worldwide right to host, copy, transmit, process, and display Customer Data solely to provide, maintain, secure, and improve the Services, including to generate compliance, verification, and analytical outputs requested by Customer.

Aegis Mobile does not sell, license, or otherwise monetize personal data and does not process personal data for independent commercial purposes.

Use of the Services is subject to the Aegis Mobile Global Privacy Policy, as updated from time to time. To the extent Aegis processes Personal Data on behalf of a Customer under an Agreement, the parties’ DPA (if any) will govern such processing in the event of a conflict with these Terms.

CONFIDENTIALITY

You agree to protect any non-public information obtained through the Services and to use such information solely for authorized business purposes. You may not disclose such information to any third party except as permitted by an applicable Agreement or as required by law, regulation, or court order (in which case, to the extent legally permitted, you will provide Aegis prompt notice and reasonably cooperate with any effort to limit the disclosure). This obligation does not apply to information that (a) is or becomes publicly available through no fault of yours; (b) was rightfully known to you without restriction before receipt from the Services; or (c) is independently developed by you without use of or reference to non-public information obtained through the Services.

THIRD-PARTY SERVICES

The Services may integrate with or reference third-party systems, services, or data sources. Aegis does not control and is not responsible for third-party services, their availability, accuracy, or practices. Use of third-party services is at your own risk.

INDEMNIFICATION

To the maximum extent permitted by applicable law, you (and, if applicable, Customer) will defend, indemnify, and hold harmless Aegis, its affiliates, and their respective officers, directors, employees, and agents from and against any third-party claims, demands, suits, actions, and proceedings, and all related damages, losses, liabilities, penalties, fines, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your or your Authorized Users’ access to or use of the Services; (b) Customer Data, including any allegation that Customer Data (or Aegis’s processing of Customer Data as permitted under these Terms) infringes, misappropriates, or otherwise violates a third party’s rights; (c) the content of any communications, campaigns, messages, or materials submitted to, evaluated by, or transmitted using the Services; (d) your violation of these Terms or applicable law; or (e) fraud, willful misconduct, or negligence by you or your Authorized Users.

Aegis will provide you prompt written notice of any claim for which it seeks indemnification (provided that failure to provide prompt notice will relieve you of your obligations only to the extent you are materially prejudiced). Aegis may participate in the defense at its own expense. You will control the defense and settlement of the claim, except that you may not settle any claim in a manner that (i) admits fault or wrongdoing by Aegis, (ii) imposes non-monetary obligations on Aegis, or (iii) does not include a full release of Aegis, without Aegis’s prior written consent. Aegis will reasonably cooperate with your defense at your expense.

DISCLAIMER OF WARRANTIES

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” AEGIS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

AEGIS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM HARMFUL COMPONENTS.

AEGIS DOES NOT GUARANTEE THAT ANY ORGANIZATION, CAMPAIGN, OR ACTIVITY EVALUATED THROUGH THE SERVICES WILL BE APPROVED BY CARRIERS, REGULATORS, OR THIRD PARTIES.

THE SERVICES PROVIDE ANALYTICAL AND COMPLIANCE-SUPPORT INFORMATION ONLY AND DO NOT CONSTITUTE LEGAL ADVICE OR REGULATORY DETERMINATIONS.  

LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL AEGIS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR BUSINESS INTERRUPTION.

AEGIS IS NOT RESPONSIBLE FOR ANY DECISIONS MADE BY CUSTOMERS, CARRIERS, AGGREGATORS, OR THIRD PARTIES BASED ON USE OF THE SERVICES.

IN NO EVENT WILL THE TOTAL LIABILITY OF AEGIS EXCEED THE GREATER OF (A) $100 OR (B) THE AMOUNT PAID BY YOU FOR THE SERVICES GIVING RISE TO THE CLAIM.

TERMINATION

Termination and suspension rights are described above. Without limiting the foregoing, Aegis may suspend or terminate access to the Services for security, legal, or operational reasons, including violation of these Terms.

GOVERNING LAW AND VENUE

These Terms shall be governed by the laws of the Commonwealth of Virginia, without regard to conflict of law principles. Any disputes arising under these Terms shall be resolved in the state or federal courts located in Virginia, and the parties consent to the jurisdiction of such courts.

NOTICES

Aegis may provide notices to you through the Services, by email to an address associated with your account, or by other reasonable means. You are responsible for keeping your account contact information current.

EXPORT CONTROLS

You agree to comply with all applicable export control and economic sanctions laws and regulations, including U.S. export laws, in connection with your access to and use of the Services. You represent that you are not located in, under the control of, or a national or resident of any country subject to comprehensive sanctions, and that you are not on any restricted party list.

FORCE MAJEURE

Aegis will not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including acts of God, natural disasters, labor disputes, cyberattacks, power or telecommunications failures, governmental actions, or third-party service interruptions.

MODIFICATIONS

Aegis may update these Terms from time to time. Unless otherwise stated, updates are effective when posted. Aegis may provide notice of material changes through the Services, by email, or by other reasonable means. Continued use of the Services after the effective date of any update constitutes acceptance of the updated Terms.

GENERAL

Survival. Sections relating to intellectual property, confidentiality, disclaimers, limitation of liability, governing law and venue, and any other provisions that by their nature should survive will survive any termination or expiration of these Terms and your use of the Services.

You may not assign or transfer your rights under these Terms without Aegis’s prior written consent. If any provision is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

These Terms constitute the entire agreement with respect to your use of the Services, except as supplemented by any separate written agreement.

© NOTICE

© Aegis Mobile LLC. All rights reserved.