This User Agreement (this “Agreement”), dated as of the Effective Date specified above, is made and entered into by and between Freedom Signal LLC (“FS”), a not-for-profit limited liability corporation, and the Partner Organization (“Partner”) specified above in conjunction with users specified above. This Agreement consists of the Partner Summary and Signature Page together with the terms and conditions. This Agreement is not effective unless and until signed by the partner organization.


1. Definitions.

“Authorized User” means an individual registered and identified by Partner to receive a User ID in order to access the Freedom Signal Services, including employees, agents, consultants, contractors, and any other persons with access to the Freedom Signal Services by virtue of his or her relationship with Partner.

“Content” means all text, images, graphics, audio, video, and other content provided to FS (i) for use in the Freedom Signal Services or (ii) to perform other Services under this Agreement.

“Freedom Signal Services” is a software service that is designed to help reduce sex trafficking by targeting ads on identified websites and enabling manual outreach texting. Freedom Signal has been demonstrated to digitally reach trafficking victims, connect individuals with resources and services and disrupt trafficking across communities.

“Services” means the Freedom Signal Services, Support Services, training, and associated services provided by FS to Partner under this Agreement.

“Support Services” will mean those support and maintenance services provided by FS to Partner under this Agreement described in Section 3.1.

“User ID” means the unique user identification assigned to an Authorized User as described in Section 5.2.

“User Materials” means any online help files or written instruction manuals that may be provided regarding the Freedom Signal Services.

"FS" means Freedom Signal LLC, a Kentucky nonprofit limited liability corporation.

2. Freedom Signal Services

2.1 License. FS grants to Partner the right to use the Services during the term of this Agreement. This includes the right to allow Authorized Users to access and use the Services on Partner’s behalf, subject to the Acceptable Use provisions in Section 2.3. Use of the Services is subject to Partner’s and Authorized Users’ compliance with this Agreement and in the Freedom Signal Website Privacy Policy. In the event of any conflict or inconsistency with the Terms of Service, this Agreement shall control.

2.2 Restrictions. Partner will not copy the Freedom Signal Services or User Materials or distribute copies of the Freedom Signal Services or User Materials to any third party. Partner will not modify, adapt, translate, reverse engineer, make alterations, decompile, disassemble or make derivative works based on the Freedom Signal Services or User Materials (except as permitted by law). Partner will not rent, loan, sublicense, lease, distribute or attempt to grant any rights to the Freedom Signal Services to third parties. Partner will not permit access to the Freedom Signal Services or User Materials by any third party.

2.3 Acceptable Use. Partner may only use the Services in accordance with this Agreement. The Services may only be used for the purpose of investigation, research and education, prevention, victim outreach, and assistance, providing deterrence messaging and gathering aggregate data related to human trafficking. Partner may not use the Services in any manner prohibited by applicable laws, rules, regulations, governmental order or decree. Partner may not use the Services to violate the rights of others or to spam or distribute malware.

The Services are not intended to provide evidence for the prosecution of crimes or otherwise perform a law enforcement function. FS may, in its sole discretion, terminate this Agreement and Partner’s access to the Services for improper use of the Services, violation of this Section 2, or failure to comply with any guidelines for the use of the Services that FS may provide.

3. Support Services and Training.

3.1 Support Services. The Support Services consist of the initial setup and customization of the Freedom Signal Services and ongoing technical and operational support. Customization of Freedom Signal Services is included in Partner’s initial setup costs. FS will offer technical and operational support for Freedom Signal Services Monday to Friday during the Term of the agreement. FS will use commercially reasonable efforts to provide these Support Services to Partner.

3.2 Scheduled Maintenance. Access to and use of the Services may be temporarily suspended due to routine maintenance checks and updates (“Scheduled Maintenance”) on servers hosting the Freedom Signal Services. FS will not be responsible for any damages or costs incurred by Partner, if any, for Scheduled Maintenance. FS may, but is not required to, provide Partner with advance notice of Scheduled Maintenance. [Partner acknowledges that the Services incorporate some third-party services, and FS cannot control the maintenance, functioning, or other features of these third parties and their services.

3.3 Training. FS will provide training at the initial set-up of Freedom Signal Services. Such training is conducted via the internet and phone. Any additional training for groups of Authorized Users may be provided upon agreement between Partner and FS.


4. Proprietary Rights.

4.1 Freedom Signal Services. FS is the exclusive owner of all rights, titles, and interests (including all intellectual property rights) in and to the Freedom Signal Services, any improvement and/or changes to the Freedom Signal Services (including any customizations and other developments made for Partner), User Materials, Freedom Signal’s Confidential Information, and all other FS work product and/or other materials in connection with this Agreement.

4.2 Content. Partner and user grants to FS a non-exclusive license during the term of this Agreement to use, reproduce, modify, display, and distribute Content. Partner and user will retain all intellectual property and other rights that it may have in the Content. FS will use Content only to provide Partner the Services.

4.3 Feedback. If FS receives from Partner or Authorized Users any suggestions, ideas, improvements, modifications, feedback, error identifications or other information related to the Freedom Signal Services or any other products or services (“Feedback”), FS may use such Feedback without restriction, including to improve the Services and to develop, market, offer, sell and provide other products and services.


5. Confidentiality. User agrees that the Freedom Signal Services, User Materials and any nonpublic information or materials provided or accessible to Partner and User under this Agreement contain trade secrets and confidential information of FS (“Confidential Information”). Partner and user will take all steps necessary to protect the confidentiality of the Freedom Signal Services and Confidential Information and will not disclose, provide, or make available the Freedom Signal Services or Confidential Information to any third party without FS's written consent. Partner and user will maintain at least the same precautions as it takes for its own confidential information (not less than reasonable care). Partner and user will ensure that Authorized Users are aware of these restrictions and have agreed to nondisclosure and use restrictions consistent with this Agreement. Partner and user agrees to promptly report to FS any unauthorized use or disclosure of the Freedom Signal Services or other Confidential Information.

6. Limitations; Disclaimer.

6.1 Service Limitations. The Freedom Signal Services may be temporarily unavailable from time to time due to required maintenance, telecommunications interruptions, or other disruptions. FS may also make improvements and/or changes in the Services at any time without notice. FS will not be responsible for any damages that Partner may suffer arising out of use, or inability to use, the Freedom Signal Services. FS will not be liable for unauthorized access to or alteration, theft or destruction of Partner and user’s data files, programs, procedures, or information through accident, fraudulent means or devices, or any other method.

6.2 Indemnification. Partner and user and user agrees to indemnify, defend and hold harmless FS and its officers, directors, employees, representatives, and agents (the “Indemnified Parties”) from and against any and all claims, actions, losses, liabilities, damages, costs and expenses (including attorneys’ fees) (“Claims”) made, incurred, assessed or awarded against FS by any third party including any fine, penalty, judgment or order issued by a governmental, regulatory or judicial body arising out of or in connection with (a) Partner and user’s use of, or inability to use, the Freedom Signal Services; (b) any Authorized User’s misuse of the Freedom Signal Services or violation of this Agreement, including non-compliance with the Acceptable Use section; (c) any claims or disputes concerning Content, including regarding ownership, infringement or other rights; and (d) any failure by Partner to comply with applicable laws, rules, and regulations in its use of the Service. Claims shall include costs and expenses FS may incur if it is required to provide evidence in any court or other judicial or regulatory proceeding based on Partner’s use of the Freedom Signal Services. Partner and user will not settle such claim without prior written consent of the Indemnified Party. The Indemnified Party may participate in the defense or settlement of such claim at its own expense and with its own choice of counsel.


7. General.

7.1 Assignment, Successors. No right or license under this Agreement may be assigned or transferred by Partner and user without FS’s prior written consent. Partner and user may not delegate its duties under this Agreement without FS’s prior written consent. This Agreement will bind and inure to the successors and assigns of Partner, user and FS.

7.2 Entire Agreement. This Agreement constitutes the entire agreement, understanding and representations, expressed or implied, between FS, Partner & user with respect to the Services. This Agreement supersedes all prior communications, agreements, representations, warranties, statements, negotiations, understandings and proposals.

7.3 Force Majeure. No party will be in default or breach of this Agreement or liable for any damages or for any delay or failure in performance (except for the payments) due to any cause beyond the reasonable control of (and without fault or negligence by) such party or its officers, directors, employees, agents or contractors.

7.4 Governing Law; Jurisdiction. This Agreement will be governed by the laws of the State of Kentucky. The parties agree that Jefferson County, in the state of Kentucky, will be the exclusive forum for any action (including arbitration) brought under this Agreement. The parties accept the personal jurisdiction of the state and federal courts located in Jefferson County, Kentucky where Freedom Signal LLC. resides.


7.5 Notice. All notices will be in writing and delivered by email or physical mail and will be deemed given upon receipt. The notice address for FS is [email protected] or Freedom Signal LLC , and the notice address for Partner and user is specified in the Agreement Summary and Signature Page. Either party may change its notice address by giving written notice to the other party.

7.6 Waiver, Severability, Amendment. Any party’s delay or failure to exercise any right or remedy is not a waiver of that or any other right or remedy. If a court of competent jurisdiction determines that any Agreement provision is illegal, invalid, or unenforceable, the remaining provisions will remain in full force and effect.


By signing below Partner hereby agrees to all terms and conditions.