This Terms of Service Agreement (the “Agreement”) is entered into the date the User creates an account with Company and accepts the click through acceptance (the “Effective Date”). This Agreement is between Ready Signal, LLC, a Michigan limited liability company with an address at 330 E Liberty, Ann Arbor, MI 48104 (the “Company” or “Ready Signal”) and the person or entity, if person enters into Agreement on behalf of the entity, ( “User”) also referred to herein as parties. User hereby agrees to this Agreement upon creation of an account with Company, and through click acceptance has agreed to abide by the terms of this Agreement.  Capitalized terms are generally defined in Section 14.


Ready Signal provides a Software-as a-Service (“Software”) and data sets (“Data”) and that can be accessed via a web-enabled data portal (collectively, “Services”).  This Agreement establishes the terms of service for the use and/or purchase of the Services (“Subscriptions”). This Agreement does not obligate the parties to purchase or provide Subscriptions. Such obligations will be documented in subsequent orders the User makes through the Website that describe the Subscription, including license metrics, Subscription term, and fees (each, an “Order Form”). Upon submitting an Order Form to Company, User hereby agrees to abide by the terms of the applicable Order Form (“Order Effective Date”).  An explicit conflict between these agreements will be resolved according to the following order of precedence: (1) an Order Form; and (2) this Agreement.


Company will make Services available to User through a web-enabled portal. A User can obtain the Services through a trial subscription, monthly subscription basis, annual subscription basis, or on another periodic basis as purchased by User in an Order Form. There are limitations on the Services for trial subscription Users, including but not limited to, the types and amounts of Data that may be available to User. A User obtaining the Services through a trial subscription may obtain only the Services as determined by Company’s sole discretion and as may be changed from time to time after notice to the User.  Users have the ability to upgrade or modify their Subscriptions, including their paid package levels, in accordance with the terms of this Agreement and applicable Order Form. Services will be provided according to the terms in the Order Form unless changed in a subsequent renewal Order Form.  Company may alter the features, functionality, or availability of the Services at any time, after reasonable notice to the User, during a Subscription. Additional terms and conditions may be provided on the subscription registration web page or to a User by email.  Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.


3.1 Purchased Services.

Company will make the Purchased Services available to User pursuant to this Agreement and the relevant Order Forms, if any, during the Term.  User agrees that its purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Company regarding future functionality or features.  To use certain features of the Services, User will need to create an account with Company (“Account”), and provide certain information as prompted by the Website.  User represents and warrant that: (a) all required registration information User submits is truthful and accurate; and (b) User will maintain the accuracy of such information.  Company may suspend or terminate User’s Account in accordance with Section 12.  User is responsible for maintaining the confidentiality of its Account login information and is fully responsible for all activities that occur under its Account.  User agrees to immediately notify Company of any unauthorized use, or suspected unauthorized use of User’s Account or any other breach of security.  Company will not be liable for any loss or damage arising from User’s failure to comply with the above requirements.

3.2 Trial Subscriptions.

Company may offer the Services to User for a trial period (“Trial Subscription”) as shown when User accesses the Trial Subscription (“Trial Subscription Period”). In the event Company offers a Trial Subscription to User, the Trial Subscription Period is effective upon the date that User creates an Account with Company (“Trial Subscription Effective Date”) and shall expire on the date shown when User accesses the Trial Subscription.  User will not be required to enter any credit card information during the Trial Subscription Period. If User desires to continue to access the Services after the expiration or termination of the Trial Subscription Period, User will be required to enter credit card information and purchase a Subscription. User may only access the Services through a Trial Subscription once, and only one (1) Trial Subscription is allowed per Account created with Company. User shall not be allowed to create multiple Accounts with Company. Company has no requirement to keep User’s Content and shall be entitled to permanently erase User’s Content after the expiration or termination of the Trial Subscription Period.

3.3 Users Subscriptions.

Unless otherwise specified in the applicable Order Form or registration web page on the Website, Services are obtained as Subscriptions, such as Hobbyist, Starter, Professional, or Enterprise, and may be accessed by no more than the specified number of users identified therein.  User shall use commercially reasonable efforts to prevent unauthorized access to, or use of, the Services, and notify Company promptly of any such unauthorized use known to User.

3.4 Standard Support.

Company will provide User with support as set out in this Agreement and its standard support offerings, as each may be modified from time to time. User is solely responsible for preparing its systems and facilities for accessing the Services. During the term of this Agreement, Company may, in its sole discretion, provide User with Updates.  In the event of a material Update, Company shall inform User by email of such Update or post such Update on Company’s web page, which User is obligated to review from time to time in order to stay current on the Company’s then-current policies related to the Services.  Updates (if any) will be deemed to be part of the Services under this Agreement.  Company is not obligated to provide any Updates to the Services.


4.1 License Grant.

Subject to the terms and conditions of this Agreement, Company grants to User a non-exclusive, non-sublicensable, non-transferable license, during the term of this Agreement to access, use, perform, and digitally display the Services in accordance with the Documentation and this Agreement.

4.2 Limitations and License Restrictions.

The Company Property, including but not limited to all manuals, reports, records, programs, Data and other materials, and all Intellectual Property Rights in each of the foregoing, are the exclusive property of Company and its suppliers.  User agrees that it will not, and will not permit any other party, or if the Services are being purchased for use by an entity, any of such entity’s employees, to: (a) permit any party to access the Software or Documentation or use the Services, other than its employees authorized under this Agreement; (b) modify, adapt, alter or translate the Company Property, except as expressly allowed herein; (c) sublicense, lease, rent, loan, distribute, or otherwise transfer the Software or Documentation to any third party; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation; (e) use or copy the Software, Documentation, or Data except as expressly allowed under this subsection; (f) disclose or transmit any data contained in the Software to any individual other than a User employee, except as expressly allowed herein, (g) use the Services to conduct or promote any illegal activities; (h) use the Services to generate unsolicited email advertisements or spam; (i) use the Services to stalk, harass or harm another individual; (j) use any high volume automatic, electronic or manual process to access, search or harvest information from the Services (including without limitation robots, spiders or scripts); (k) impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; (l) use any trademark, tradename, or brand name of Company’s in metatags, keywords or hidden text; (m) use any portion of the Services or Website in any manner that may give a false or misleading impression, attribution, or statement as to the Company, or any third party; (n) access or use the Services in a way intended to avoid incurring fees or exceeding usage limits or quotas; or (o) alter, remove, or obscure any copyright notice, digital watermarks, proprietary legends or other notice included in the Company Property.  Except as expressly set forth herein, no express or implied license or right of any kind is granted to User regarding the Company Property or any part thereof, including any right to obtain possession of any source code, data or other technical material relating to the Software.


5.1 Fees.

In consideration for the access rights granted to User and the Services performed by Company under this Agreement, User will pay via credit card to Company all fees on User’s Account set forth on the pricing page for the Subscription Plan purchased on the Website, as amended from time to time, or, if the parties have mutually agreed to an Order Form (the “Fees”).  Company will automatically renew and bill User’s credit card according to the schedule detailed in the Order Form and in accordance with pricing page of the Website, or if the parties have mutually agreed to an Order Form, the Order Form.  If User provides credit card information to Company, User authorizes Company to charge such credit card for all Services listed in the User’s Account, or on the Order Form, as applicable, for the initial subscription term, any renewal User term(s), any recurring fees, any costs related to excess incremental data used by User that exceeds User’s Subscription as detailed in Order Form or pricing page, and charges set forth therein. In the event that User wishes to increase the number of user subscriptions beyond the maximum number of user subscriptions for which fees have been paid, User shall be required to pay additional fees pursuant to a new Order Form.

5.2 Payment Terms.

All payment obligations are non-cancellable and all amounts paid for the Services are paid in advance and non-refundable.  Any amounts not paid when due shall bear interest at the rate of one and one half percent (1.5%) per month, or the maximum legal rate, if less.  Company shall be entitled to withhold performance and discontinue Services until all amounts due are paid in full.  Company’s fees are exclusive of all taxes, value added tax, levies or duties imposed by taxing authorities, and User shall be responsible for payment of all such taxes, levies, or duties, excluding only taxes based solely on Company’s income.  User agrees to provide Company with complete and accurate billing information and contact information.  This information includes User’s legal name, street address, email address and name and telephone number of an authorized billing contact and credit card information.  User agrees to update this information within ten (10) days of any change to such information.  If the contact information User has provided is false or fraudulent, Company may terminate User’s access to the Services in addition to other legal remedies.


As between Company and User, the Company Property and all worldwide Intellectual Property Rights in each of the foregoing, are the exclusive property of Company and its suppliers and Company owns all rights, title, and interest in Company Product. Any content, materials, or data generated or developed on Company Property by User is exclusively owned by Company. All rights in and to the Company Property not expressly granted to User in this Agreement are reserved by Company and its suppliers.  Except as expressly set forth herein, no express or implied license or right of any kind is granted to User regarding the Company Property or any part thereof, including any right to obtain possession of any source code, data or other technical material related to the Software.


7.1 By User.

User represents and warrant to Company that (a) User has the authority to enter into this Agreement personally (if User is a natural person), or on behalf of the entity entering into this Agreement, and to bind that entity, (b) User will not violate any policies of the entity that User is entering into this Agreement on behalf of, (c) User will only use the Services with Company’s consent when entering on behalf of an entity and not for personal, commercial, or distribution purposes, (d) User will not violate any laws in connection with its use of the Services, and (e) that any User Content provided to Company for hosting by Company as part of the Services, shall not (i) infringe any copyright, trademark, or patent; (ii) misappropriate any trade secret; (iii) be deceptive, defamatory, obscene, pornographic or unlawful; (iv) contain any viruses, worms or other malicious computer programming codes intended to damage Company’s system or data; or (v) otherwise violate the rights of a third party.  Company is not obligated to back up any User Content; the User is solely responsible for creating backup copies of any User Content at User’s sole cost and expense.  User agrees that any use of the Services contrary to or in violation of the representations and warranties of User in this section constitutes unauthorized and improper use of the Services.

7.2 Third Party Services.

User acknowledges and agrees that certain content or service provided by third parties may be made available to User through the Services. User will be responsible for any fees to use those third party services, if any.   User’s use of any third party service is governed by the terms of the applicable service provider, not this Agreement.  By accessing the third party service, User agrees to comply with the applicable terms and acknowledges, that User, not Company, is a party to such terms.  Company is not responsible for the accuracy, suitability, or quality of the services, content, products, materials, or practices (including privacy practices) of such third parties.  Further, User understands that by using the Services, User may be exposed to third-party websites, content or applications that User finds offensive, indecent or otherwise objectionable.  Additionally, User acknowledges and agrees that the outputs and deliverables provided to User via the Services are wholly dependent upon the actions and inputs taken or provided by User on the Services.  Company makes no warranty, representation, endorsement, or guarantee regarding, and accepts no responsibility for, the quality, content, nature or reliability of the third party websites, products, services or applications accessible from the Services.  Company assumes no responsibility for unintended, objectionable, inaccurate, misleading or unlawful content made available by other users, advertisers and other third parties or violation of any third party rights related to such content.  USER AGREES THAT IN NO EVENT WILL COMPANY BE LIABLE TO USER IN CONNECTION WITH ANY SERVICES OF ANY THIRD PARTY.

7.3 Disclaimer.



Except with respect to a party’s gross negligence or willful misconduct, in no event shall either party be liable to the other for any consequential, special, incidental, punitive, exemplary, or indirect damages; or for lost profits, lost revenues, harm to goodwill, loss of sales, loss of data, loss of data use, loss of reputation, or the costs of procuring replacement services, regardless of whether such damage was foreseeable. This limitation will apply to all claims under all theories of law and equity, except where prohibited by law. Except with respect to a party’s indemnification obligations, a party’s gross negligence or willful misconduct, and User’s payment obligations under this Agreement, in no event shall the aggregate liability of Company arising out of or related to this Agreement or any Order, whether in contract, tort, or otherwise, exceed the total amounts actually paid under User’s Order for the Services giving rise to the liability during the one (1) month immediately preceding the event giving rise to such liability.


9.1 Confidential Information.

During the term of this Agreement, Ready Signal may provide User with certain information regarding Ready Signal’s business, technology, products, or Services or other confidential or proprietary information (collectively, Confidential Information).  Ready Signal will mark all Confidential Information in tangible form as “confidential” or “proprietary” or with a similar legend, and identify all Confidential Information disclosed orally as confidential at the time of disclosure and provide a written summary of such Confidential Information within thirty (30) days after such oral disclosure.  Regardless of whether so marked or identified, all information that would reasonably be considered confidential to Ready Signal, will be considered Confidential Information of Ready Signal. The Software, Documentation, and all enhancements and improvements thereto will be considered Confidential Information of Company.

9.2 Protection of Confidential Information.

User agrees that it will not use or disclose to any third party any Confidential Information of Ready Signal, except as expressly permitted under this Agreement.  User will limit access to the Confidential Information to those employees who have a need to know, who have confidentiality obligations no less restrictive than those set forth herein, and who have been informed of the confidential nature of such information.  In addition, User will protect Ready Signal’s Confidential Information from unauthorized use, access, or disclosure in the same manner that it protects its own proprietary information of a similar nature, but in no event with less than reasonable care.  At Ready Signal’s request or upon termination of this Agreement, User will return to Ready Signal or destroy (or permanently erase in the case of electronic files) all copies of the Confidential Information that User does not have a continuing right to use under this Agreement, and User shall provide to Ready Signal a written affidavit certifying compliance with this sentence.

9.3 Exceptions.

The confidentiality obligations set forth in this section will not apply to any information that (a) becomes generally available to the public through no fault of User; (b) is lawfully provided to User by a third party free of any confidentiality duties or obligations; (c) was already known to User at the time of disclosure; or (d) User can prove, by clear and convincing evidence, was independently developed by employees and contractors of User who had no access to the Confidential Information.  In addition, User may disclose Confidential Information to the extent that such disclosure is necessary for User to enforce its rights under this Agreement or is required by law or by the order of a court or similar judicial or administrative body, provided that User promptly notifies Ready Signal in writing of such required disclosure and cooperates with Ready Signal if Ready Signal seeks an appropriate protective order.

9.4 System Use Information.

Company may use and disclose, in its discretion, any aggregated and de-identified information regarding User’s use of the Services or included in User’s accounts, including User Content.  Any disclosure of such information will not identify User or any specific use by User.


All personal data that Company collects from User will be processed in accordance with Company’s Privacy Policy, which is incorporated into this Agreement by this reference https://readysignal.com/privacy-policy.


User will indemnify, defend, and hold harmless at its expense any third-party suit brought against Company, and will pay any settlement User makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim arising out of or relating to User’s breach or alleged breach of any of User’s representations or warranties herein.  User’s obligations as set forth herein are expressly conditioned upon each of the foregoing: (a) User shall promptly notify Company in writing of any threatened or actual claim or suit; (b) the indemnifying party shall have sole control of the defense or settlement of any claim or suit; and (c) Company shall cooperate with the indemnifying party to facilitate the settlement or defense of any claim or suit.


12.1 Term of Agreement.

The term of this Agreement commences on the Order Effective Date as defined in Section 1 and shall continue in accordance with the applicable Order Form unless otherwise terminated in accordance with the terms of this Agreement or the applicable Order Form (the “Term”).  User may terminate its Account upon providing fifteen (15) days’ written notice to Company prior to a monthly renewal date.  Company is not responsible or liable for any records or information that is made unavailable to User as a result of User’s termination of its Account.  USER AGREES THAT COMPANY WILL NOT BE LIABLE TO USER OR ANY OTHER PARTY FOR ANY TERMINATION OF USER’S ACCESS TO THE COMPANY PROPERTY.

12.2 Termination for Cause.

Company may cancel, suspend or block your use of the Company Property without notice and immediately if there has been a breach of this Agreement by User.  User’s right to use the Company Property will end once User’s Account has been terminated, and any data that User may have stored on the Website or Services, including User Content, may be unavailable later, unless Company is required to retain it by law.


13.1 Governing Law and Forum.

This Agreement shall be construed in accordance with the laws of the State of Michigan excluding its conflict of law provisions. The parties agree that the exclusive jurisdiction for the institution and maintenance of any action for judicial relief shall be in either the State courts sitting in Washtenaw County, Michigan or the United States District Court for the Eastern District of Michigan.  Each party hereby waives any claim that such court does not have personal jurisdiction over it or is an inconvenient forum.

13.2 Waiver of Jury Trial.


13.3 Export.

Each party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Services. Without limiting the foregoing, (i) each party represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports, and (ii) User shall not permit Users to access or use Services in violation of any U.S. export embargo, prohibition or restriction.

13.4 Notices.

Each party must deliver all notices or other communications required or permitted under this Agreement in writing to the other party at the address listed on the first page of the Agreement by courier, by certified or registered mail (postage prepaid and return receipt requested), or by a nationally-recognized express mail service.  Notice will be effective upon receipt or refusal of delivery.  If delivered by certified or registered mail, any such notice will be considered to have been given five (5) business days after it was mailed, as evidenced by the postmark.  If delivered by courier or express mail service, any such notice shall be considered to have been given on the delivery date reflected by the courier or express mail service receipt. Each party may change its address for receipt of notice by giving notice of such change to the other party.

13.5 General.

If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.   To the extent any mutually agreed upon Order Form conflicts with the terms of this Agreement, the terms of the Order Form shall supersede and control.  Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.  User acknowledges that the Services, Software, and Documentation contain valuable trade secrets and proprietary information of Company, that any actual or threatened breach of the section titled Confidentiality or any other breach by User of its obligations with respect to Intellectual Property Rights of Company may constitute immediate, irreparable harm to Company for which monetary damages would be an inadequate remedy.  In such case, Company may be entitled to immediate injunctive relief without the requirement of posting bond, including an order that any Software, Documentation, or any portions thereof that User attempts to import into any country or territory be seized, impounded and destroyed by customs officials. User shall not assign, subcontract, delegate, or otherwise transfer this Agreement, or its rights and obligations herein, without obtaining the prior written consent of Company, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void; provided, however, that either party may assign this Agreement in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets, or other operation of law, without any consent of the other party.  The terms of this Agreement shall be binding upon the parties and their respective successors and permitted assigns. Any delay in the performance of any duties or obligations of either party (except the payment of money owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume performance as soon as possible.  User’s relationship to Company is that of an independent contractor, and neither party is an agent or partner of the other.  User will not have, and will not represent to any third party that it has, any authority to act on behalf of Company.  This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matters hereof and supersedes and merges all prior discussions between the parties with respect to such subject matters. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing and signed by an authorized signatory of User and the Company.

13.6 Assignment.

Neither this Agreement nor any Order may be assigned by User without Company’s written consent and any such attempted assignment will be void.

13.7 Survival.

Subject to limitations and other provisions of this Agreement, Sections 5 through 14 will survive the expiration or termination of this Agreement

13.8 Counterparts.

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be taken together and deemed to be one instrument.


Capitalized terms shall have the meanings set forth in this section, or in the section where they are first used.

14.1 “Company Property”

means the Services, Software, Documentation, Website, and all systems, networks, APIs, websites or other materials that are either owned or operated by Company, or provided to User in connection with this Agreement.

14.2 “Documentation”

means the technical materials provided by Company to User in hard copy or electronic form describing the use and operation of the Software.

14.3 “Error”

means a reproducible failure of the Software to substantially conform to the Documentation.

14.4 “Intellectual Property Rights

means any and all now known or hereafter existing (a) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (b) trademark or service mark rights; (c) trade secret rights; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, and other proprietary rights of every kind and nature other than trademarks, service marks, trade dress, and similar rights; and (f) all registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world.

14.5 “Order Form”

means a document, either physical or electronic, agreed to by both parties identifying a Service to be made available by Company pursuant to this Agreement.

14.6 “Purchased Services”

means Services that User purchase under an Order Form or a registration web page on the Website that consist of either a monthly or annual subscription.

14.7 “User Content”

means any content submitted to Company by User via the Service or Website that Company can use and collect in connection with User’s use of the Services.

14.8 “Services”

means the online, Software-as a-Service and data provided by Company via the web-enabled portal that is ordered by User as part of a premium, monthly, or annual subscription.

14.9 “Software”

means the software programs and any associated user interfaces and related technology that Company makes available pursuant to this Agreement.

14.10 “Subscriptions”

means the Services purchased via an Order Form and can be purchased by User either monthly or annually.

14.11 “Website”

means the Company website located at https://readysignal.com/.

14.12 “Update”

means an update, upgrade, enhancement or any other improvement to the Services that, in its discretion, Company makes generally available to other Users as part of the standard Services.

Last update : 17-09-2020

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