Terms & Conditions

TERMS AND CONDITIONS

INTRODUCTION.

Please read these Terms and Conditions (collectively, “Terms” or "Terms and Conditions") carefully. By using the Service (defined below), signing up for an account, or signing a "Helm Technologies LLC, ChatterText.com Licensing and Activation Agreement" (an “Activation Agreement”) you, the customer (collectively, the "Client", "I", "you" or "your"), are agreeing to these Terms, which will result in a legal agreement ("Agreement") between you and Helm Technologies, LLC, a Michigan corporation, d/b/a ChatterText (collectively, "Helm", "HELM", "Helm Technologies", "Helm Technologies LLC", "ChatterText", "ChatterText.com", "we", "us", or "website"). These Terms and Conditions may be updated by Helm from time to time (the Terms and Conditions as updated, the “Updated Terms”) by delivering notice of the Updated Terms to you will be by email, mail, or posting to the ChatterText.com website. Updated Terms shall be deemed accepted by you unless you provide written notice of non-acceptance to Helm Technologies, LLC within five (5) days of receipt of notice of the Updated Terms, which notice shall include the specific aspects of the Updated Terms that are objectionable. Following such notice of non-acceptance, you shall continue to be bound by the Terms and Conditions that were in effect immediately prior to the notice of Updated Terms. From and after the date of notice of the Updated Terms, upon any renewal of any Agreement to which you are a party, or if you enter into a new Agreement, then all agreements then in force between you and Helm shall at such time automatically and without further action be governed by (and you shall be bound by) the Updated Terms.‍ChatterText.com is the property of Helm Technologies, LLC. and the use of its Services (defined below) is available to anyone in the United States or Canada on the stipulation that they abide by the Terms and Conditions governing this service.

This is an Agreement relating to your use of the Helm website between you and Helm. The Agreement consists of the Helm Privacy Policy and the following Terms. Use of the Helm website message delivery system constitutes consent to all Terms as outlined below.

All Services (defined below), purchased from Helm by a Client pursuant to an Activation Agreement, entered into by you or an authorized company representative, that references these Terms, shall be governed by these Terms, which, together with the Activation Agreement and any other policies, terms or agreements referenced herein or therein shall constitute the entire Agreement between the parties (collectively, this “Agreement”).

SERVICES.
Services Generally. Subject to the Terms of this Agreement, Helm will provide Services (defined below) to the Client that include access to certain Products (inclusive of the Products, collectively, the "Service" or “Services”) on the particular Terms set forth in the Terms, or applicable Activation Agreement (which may limit the Services to specific structures or buildings at a certain locations, each with a single street address (“Location(s)”)), each with a single street address (“Location(s)”)).

Services. Helm offers a service called ChatterText, a text message marketing service based on core technology, which is a unified mobile messaging platform that enables clients of Helm to send and receive communications with their customers via SMS and MMS. By using Helm Technologies, LLC's Services, you and Helm Technologies, LLC. have agreed to the following stipulations: Helm provides a web-based application (“ChatterText.com”) for managing mobile marketing campaigns including mobile messaging capabilities (the “Service”). Unless explicitly stated otherwise, any new features that augment or enhance the current service shall be subject to this Agreement. You understand and agree that the service is provided to you on an “AS-IS” basis and that Helm Technologies assumes no responsibility for the timeliness, deletion, mis delivery or failure to store any user communications or personalization settings. You are responsible for obtaining access to the service and that access and subsequent usage may involve third party fees (such as internet access to use the service). In consideration of your use of the service, you represent that you are of legal age to form a binding contract and are not a person barred from receiving the service under the laws of the United States or other applicable jurisdiction. You also agree to provide true, accurate, current, and complete information about yourself as prompted by the service’s registration form and maintain and promptly update the registration data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current, or incomplete, or ChatterText has reasonable grounds to suspect that such information is not valid, ChatterText has the right to suspend or terminate your account and refuse future use of the Service. Children under the age of 18 may not sign up for a ChatterText account or use any ChatterText services.

‍PAYMENT AND FEES.
Price List. The prices to be paid to Helm Technologies for the ChatterText.com services are as set forth on the Activation Agreement. If Payment is made by credit card. You hereby authorize ChatterText to charge your credit card as set forth in the Activation Agreement.

MOBILE TERMS OF SERVICE.
Long-code or Short-code: Your mobile messaging program will make use of a Helm Technologies, LLC-provisioned long or short-code, unless otherwise stipulated in writing. For all questions about the services provided by this long or short-code, you can send an email to support@chattertext.com.

‍Charges: SMS. Unless otherwise stated on the Activation Agreement, Standard Messaging Service (SMS) is a standard text message, and has a limit of 160 characters per message (including spaces). All SMS text messages under the 160 character limit will be charged as one (1) message. Example, a text message is sent using 90 characters; the text message will incur a charge of one (1) text message. SMS Over Standard Message Size Surcharge. If the SMS message exceeds 160 characters on any single text message, a surcharge equivalent of three (3) text messages will be incurred. In other words, any single text message that exceeds 160 characters incur two (2) text message charges. Example, a text message is sent using 280 characters; the text message will incur three (3) text message charges. MMS. Multimedia Messaging Service (MMS) is a text message that includes a JPEG (photo), MPEG (video), or GIF (illustration) file format, and up to 1,500 characters in one text message;  through most carriers (some carriers limit the character counts to less than 1,500).  For each MMS message sent under the 1,500 character limit, a charge of three (3) SMS messages will be incurred.  Example, a MMS message is sent using 1,280 characters; the MMS message will incur a charge equivalent to three (3) SMS messages. Carrier Changes. From time-to-time carriers will update their character counts, pricing, and fees. These changes will be passed through to all subscribers in a rate increase or usages increase depending on the change made by the carriers. Once a pricing change is updated from carriers, we will notify all subscribers of the new rates prior to the increase in charges. Updates will be sent out to the primary email address setup on the subscriber's account.
Standard message and data rates may apply to any user sending or receiving SMS messages.

‍STOP or End: Anyone receiving a SMS or MMS text message from ChatterText.com (the "Recipient") can stop receiving SMS or MMS text messages at any time. Just reply "STOP" or "End", from the same phone the text message was received on, to the same short code or the long code the Recipient received the message on. After the request text message to "STOP" or "End" is sent, a confirmation SMS or MMS text message from the ChatterText.com service will be sent to the Recipient stating that the Recipient was unsubscribed. This process may take up to 29 days. After this, you will no longer receive SMS messages. If the Recipient does not receive confirmation message from the ChatterText.com service, please email support@chattertext.com.

HELP: If at any time you forget how to unsubscribe from text messages being sent from the ChatterText.com service, just text "HELP" from the same phone the text message was received on, to the same short code or the long code the Recipient received the message on. After the "HELP" text message is sent, the ChatterText.com service we will respond with instructions on how to unsubscribe.

‍SMS & MMS Coverage: SMS & MMS coverage for Helm Technologies, LLC is supplied by a constantly growing number of wireless carrier networks. Contact Helm Technologies, LLC's website (ChatterText.com) via support@ChatterText.com to receive updated information regarding carriers that currently support SMS through Helm Technologies, LLC. Helm Technologies, LLC currently supports coverage in the United States and Canada.

‍Major Carriers: AT&T, Sprint, T-Mobile, Verizon Wireless, Boost Mobile, and Virgin Mobile.

‍MMS Carrier Support: AT&T, Sprint, T-Mobile, and Boost Wireless.

‍Customer & Technical Support: Customer and Technical Support for Helm Technologies, LLC may be contacted during normal business hours. Normal business hours are defined as 9 am to 5 pm Eastern Standard Time, Monday through Friday. Helm Technologies, LLC's support staff will handle any calls made on holidays or outside normal business hours on the following business day. 

Content: The term "Content" refers to the data you are asking Helm Technologies, LLC. to store, process, or transmit to end users. You represent the following: You own and/or have licensed the rights to distribute the content to mobile devices (and, optionally, any other means of viewing content that has been mutually agreed on). The Content does not violate the rights of any entity protected by intellectual property legislation or similar laws or regulations. All Content is consistent with standards imposed by mobile carriers and suppliers; specifically, the content is not derogatory, slanderous, inaccurate, obscene, sexually explicit, unlawful, misleading, racially or ethnically offensive, or distasteful. The content (including storage, delivery, and transmission) does not violate any laws or regulations in the United States, Canada, or any other area where the content is stored, delivered, or transmitted. Helm Technologies, LLC prohibits the use of their platform and services for certain types of text programs and content either stored or transmitted. These programs and content include but are not limited to the following: sex, hate, alcohol, firearms, tobacco, drugs, loans, payday loans, short-term loans, mortgage loans, student loans, debt or debt related services, credit, tax relief, or work from home. Helm Technologies, LLC reserves the right to refuse, suspend, terminate any campaign, text program or account at any time and without warning related to any type of said content or other content deemed unacceptable by Helm Technologies, LLC. Helm Technologies, LLC. reserves the right to delete or refuse to transmit any content that, in its opinion, violates any of the above stipulations. If Helm Technologies, LLC. deletes or refuses to transmit content, the company will contact you to inform you of the problem. You permit Helm Technologies, LLC's website (ChatterText.com) to alter and encode the Content into other formats, store it, and transmit it via third-parties to mobile devices (and, optionally, any other means of viewing the content that is mutually agreed on). Mobile numbers loaded into our system: By loading lists of mobile phone numbers for the use on the Helm Technologies, LLC platform, you represent that: You follow Federal and State TCPA Guidelines. Helm Technologies, LLC (ChatterText.com) takes no responsibility for you violating Federal and State TCPA Guidelines. Transmission of messages to those phone numbers does not violate any applicable laws or regulations.

‍CHATTERTEXT PRIVACY POLICY: Registration data and certain other information about you are subject to our Privacy Policy. For more information, please review our full privacy policy at ChatterText.com/privacy-policy. You understand that through your use of the service you consent to the collection and use (as set forth in the Privacy Policy) of this information, including the transfer of this information to the United States and/or Canada, processing, and use by Helm Technologies and its affiliates.

‍MEMBER ACCOUNT, PASSWORD AND SECURITY. You (the “MEMBER”) will receive a password and account designation upon completing the service’s registration process. You are responsible for maintaining the confidentiality of the password and account designation and are fully responsible for all activities that occur under your password or account designation. If at any time your username or password is compromised, you agree to immediately notify Helm Technologies (ChatterText.com) of any breach of security. Helm Technologies will not be liable for any loss or damage arising from your failure to comply with this section.

‍REPRESENTATIONS AND WARRANTIES - You take sole responsibility of all information, data, text, music, sound, photographs, graphics, audio, video, messages or other materials that are transmitted or used through the service. Helm Technologies takes no liabilities for any errors, accuracy, or quality of content nor any loss or damage of any kind incurred as a result of the use of any or our services. Helm Technologies, LLC is solely a facilitator of the message traffic and has no visibility into or control over individual messages as they are transmitted through ChatterText and has no responsibility or liability with respect to the content of any individual message. Except that Helm Technologies may use programmatic means to filter messages and block campaigns or account due to message keywords that we determined, may violate an applicable, rule, regulation, or law. You agree to not use the service to upload, text, transmit, or otherwise make any illegal contests or gambling, unauthorized advertising, spam, unlawful, threatening, or unsolicited communications or storage. You agree to not use any third party or internal equipment or software that would allow you the capacity to send out messages without a human intervention with the use of the services. You also agree not to use QR codes, long codes, or short codes to harvest customer information with the intent to mislead, harassment, unlawful or illegal acts, resell of information, or any other abusive act. Engaging in any other activity that Helm Technologies believes could subject it to criminal liability or civil penalty/judgment. You acknowledge that Helm Technologies may access, preserve, and disclose your account information and content if required by law or in good faith belief that such access is required to comply with any subpoena or law enforcement to protect our services, rights, property, and personal safety of any users or any person being marketed or communicated with using our services. You agree that all messages sent via the ChatterText service will be sent and certify any subscriber list uploaded by you, or any subscriber list uploaded by ChatterText at your request, or collected in the ChatterText system was collected and meets all compliance with any federal, state, or province: these requirements meet any regulations, rules governing SMS or MMS messaging, advertising, and communication will meet all FTC, TCPA, or any other consumer protection acts related to the country, state, or province you reside or communicate with. ChatterText provides the software and carrier connectivity through which you send your messages; you are solely and exclusively responsible for complying with applicable message requirements (and for defending and indemnifying Helm Technologies from any claims in which it is alleged that you failed to do so). Helm Technologies reserves the right to require you to provide written if required to provide any or all guarantee for subscriber lists you provide or collect using our system. ChatterText reserves the right to take any action it thinks appropriate in the case of non-compliance. You represent and warrant that you are aware that, among other requirements, the TCPA requires prior express consent from a consumer before you can send them marketing text messages, with no purchase required as a condition of their consent, and such consent must be clear and conspicuous. Furthermore, damages for each message sent in violation of the TCPA is $500 and can be $2000 if the violation is proven to be “willful and knowing.” You agree that you will include clear opt-out information on your messages when required to do so by any applicable law or regulation and that you will promptly process all such do-not-text or do-not-call requests and maintain those numbers on your internal do-not-call/text list. Indemnity: You agree to take full ownership of all risk and to defend, indemnify, and hold Helm Technologies (ChatterText.com) and its affiliates harmless from any suit, claim, proceeding, or any court or related fees in relation to the content and communications you transmit or store with our services. If Helm Technologies (ChatterText.com) falls under suit due to any violation of any law you as the user and account holder take sole responsibility for all damages, attorneys fees, and costs awarded against or incurred by our company. You will have the sole and exclusive authority to defend and/or settle any such claim provided you obtain our consent prior to settlement or prosecution in writing. Helm Technologies LLC (ChatterText.com) will reasonably cooperate with you in connection with any activities here under at your expense and we reserve the right at our expense to participate in the defense of any claim as we see fit. Helm Technologies (ChatterText.com) at no time takes ownership of any obligation to indemnify you and will not admit liability or fault on your behalf. Modification to services: ChatterText.com reserves the right to modify or discontinue services from time to time with or without notice to the users. You agree that Helm Technologies shall not be liable to you for any modifications, suspension, or discontinuance of any of our services. Promotional offers: We may from time to time offer promotional trial subscriptions to use our platform and services for free or at a reduced price for a limited time. If you join for a trial use your rights to use the services are limited by the terms of the offer and will end according to the terms unless you decide to continue at regular rates. Please be aware that when you complete the setup of the account and you provide a credit card, we will verify the account to confirm it is valid. When we validate your card some credit card companies will place a temporary hold on your account for the first payment. Please contact your credit card company if you have any questions. We do not provide price protection or refunds in the event of a price drop or promotional offer. TERMINATION: By signing up for our service you agree that Helm Technologies (ChattterText.com) may under certain circumstances and without any notice terminate your account, any associated text messages, or remove any content from your service. Cause for termination would include breaches or violations of the company guidelines or agreements, request by you, requests by law enforcement, unexpected technical or security problems, illegal use of service, improper activities, or nonpayment of any fees for services. At any time you may provide written notice to ChatterText.com to terminate your services. In an event you request termination ChatterText.com reserves the right to final bill your account for all fees unpaid and forfeit any refund of fees already paid for services.  

‍CHATTERTEXT’S PROPRIETARY RIGHTS. Title, ownership rights and all intellectual property rights in and to the services shall remain the sole and exclusive property of Helm Technologies LLC retains all rights not expressly granted to you in this Agreement. You are prohibited from knowingly or encouraging others to attempt to reverse engineer or otherwise attempt to determine source code or any other services within ourservices. You take sole penalties for attempting to violate our trade markservices and understand and accept full penalties, fines, and cost for violations or infringement on our services. You agree not to reproduce, duplicate, copy, sell, trade, resell, or exploit for any commercial purpose, any portion of the use of the service, or access to the service. 

‍DISCLAIMER OF WARRANTIES. YOU EXPRESSLY UNDERSTAND AND AGREE THAT: YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. CHATTERTEXT EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. CHATTERTEXT MAKES NO WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CHATTERTEXT OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERM OF SERVICE.

‍LIMITATION OF LIABILITY. YOU EXPRESSLY UNDERSTAND AND AGREE THAT CHATTERTEXT SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF CHATTERTEXT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM THE USE OR THE INABILITY TO USE THE SERVICE; THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; OR UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT. YOU UNDERSTAND AND AGREE THAT CHATTERTEXT SERVICES TAKES ON NO LIABILITY OR DAMAGES WITH RECORDS TO THE USE OR SERVICES PROVIDED. YOU HEREBY RELEASE CHATTERTEXT AND IT PROVIDERS FROM ALL CLAIMS, LIABILITY, AND DAMAGES ARISING OUT OF USE OF OUR SERVICES.

‍TRADEMARK INFORMATION. THE TRADEMARKS, SERVICE MARKS, LOGOS, AND PRODUCT AND SERVICE NAMES OF CHATTERTEXT ARE TRADEMARKS OF HELM TECHNOLOGIES, LLC. YOU AGREE NOT TO DISPLAY OR USE IN ANY MANNER, THE CHATTERTEXT LOGOS WITHOUT CHATTERTEXT OR HELM TECHNOLOGIES EXPRESS PRIOR WRITTEN CONSENT. 

GENERAL INFORMATION. This Agreement and the relationship between you and ChatterText shall be governed by the laws of the State of Michigan without regard to its conflict of law provisions. You and ChatterText agree to submit to the personal and exclusive jurisdiction of the courts located within Detroit, Michigan. The failure of ChatterText to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this agreement is found by a court of competent jurisdiction to be in valid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect. You agree that your ChatterText account is non-transferable, and this greement may not be assigned by you without ChatterText’s prior written consent. This Agreement constitutes the entire agreement between you and ChatterText and governs your use of the service, superseding any prior agreements between you and ChatterText with respect to the service. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other services from ChatterText.

Updated May 17, 2024