Terms of Service

1. Definitions

• Client, you: The spa resort, wellness center, medical spa, or agency using the Services.
• Services: Spa Signals' premium audience targeting, lead generation, exclusivity enforcement, analytics, and related software, including the SignalsID™ Pixel.
• SignalsID™ Pixel: Spa Signals' identity and event tracking script (and associated APIs/SDKs) that performs authenticated, deterministic user resolution and event capture.
• Audience Sync Data: Platform-ready hashed audiences (e.g., SHA-256) and platform IDs for activation and retargeting.
• Qualified Lead: Consented, contactable prospect record (PII) captured via Client landing pages, forms, quizzes, tracked calls, or SMS opt-ins.
• Engagement Lock / Lead Lock: Time-boxed exclusivity periods applied at the individual ID level as defined in Schedule E.
• Claims Ledger: Spa Signals' system of record that records claimed IDs and enforces global suppression.
• Global Suppression: Exclusion of claimed IDs from exports and campaigns for all other clients during an active lock.

2. Service Overview

Spa Signals provides:

• Intent-based audience building and segmentation
• Audience Sync Data (hashed uploads and/or platform audiences)
• Qualified Leads with verified consent
• Daily refresh, claims & suppression management, and analytics
• ID-level exclusivity via Engagement and Lead Locks (Schedule E)
• Optional event feeds, CRM/CAPI integrations, dashboards, and APIs

3. Account & Eligibility

Client must: (i) be a legitimate business; (ii) provide accurate registration information; (iii) maintain credential confidentiality; (iv) be authorized to bind the organization; and (v) promptly notify Spa Signals of unauthorized access. Spa Signals may refuse or suspend access for fraud, risk, or Terms violations.

4. Implementation & SignalsID™ Pixel

4.1 License

Spa Signals grants a limited, non-exclusive, non-transferable license to implement and use the SignalsID™ Pixel solely to enable the Services.

4.2 Identity Resolution

SignalsID™ performs a deterministic chain: Cookie/MAID → HEM (SHA-256 email, authentication-only) → UID → Profile. No IP→HEM inference is used.

4.3 Events

Supported events include (without limitation): page_view, dwell thresholds, exit_intent, video_engagement, file_downloads, form_submissions, quiz_start/complete. High-volume events (e.g., all_clicks) should be enabled only as needed.

4.4 Client Duties

Client will (i) deploy the Pixel on authorized domains; (ii) pass normalized email at authentication where applicable; (iii) avoid artificially generating traffic or events; (iv) comply with platform policies and laws.

4.5 Data Flow

Engagement and lead events that meet lock criteria are written to the Claims Ledger and trigger Global Suppression (details in Schedule E).

4.6 Integrations

Supported integrations may include GA4, Clarity, Meta CAPI, Google Enhanced Conversions, webhooks, and server-to-server endpoints as documented.

5. Data Rights, Privacy & Compliance

5.1 Ownership

Client retains rights to its first-party content, creatives, and Qualified Leads collected on Client properties. Spa Signals retains rights to its models, methodologies, software, identity graph, derived datasets, and aggregated/anonymous insights.

5.2 Use Limits

Client may use Audience Sync Data and Qualified Leads solely to market Client's services and may not resell, sublicense, redistribute, or combine with purchased lists.

5.3 PII & Consent

Qualified Leads require valid consent. Client is responsible for honoring opt-outs and deletion requests in Client systems.

5.4 Compliance

Each party will comply with applicable laws (e.g., GDPR, CCPA/CPRA, CAN-SPAM, TCPA) and platform rules. A Data Processing Addendum is available upon request and, if executed, forms part of these Terms.

5.5 Security

Spa Signals uses commercially reasonable administrative, technical, and organizational measures (see Schedule S – Security Summary).

5.6 Verification

For exclusivity verification, Spa Signals may provide hashed lists, suppression proofs, and reports as set out in Schedule E.

6. Acceptable Use

Client will not: (i) use the Services for non-spa offerings; (ii) reverse-engineer identifiers; (iii) artificially inflate events to trigger locks; (iv) misuse platform IDs; (v) share or resell supplied data; (vi) violate platform terms; or (vii) circumvent security controls. Spa Signals may suspend access for suspected abuse.

7. Service Plans & Billing

7.1 Plans

Services are offered in plans that describe included features, usage limits, retention windows, and lock durations (e.g., Growth, Elite, Dominance). Plan specifics appear on the Order Form or Client dashboard.

7.2 Subscription; Overage

Services renew monthly (or as stated on the Order Form). Usage beyond included limits is billed as overage.

7.3 Invoicing; Taxes; Late Payment

Invoices are due as stated. Client is responsible for applicable taxes. Spa Signals may suspend or limit Services for delinquency.

7.4 Changes

Plan features and limits may be updated on notice; Client may change plans by mutual agreement or via dashboard where available.

8. Service Levels & Support

Spa Signals targets commercially reasonable SLAs, including platform uptime, daily refresh windows, lead delivery timelines, support response targets, and monthly exclusivity reporting. Service credits (if any) are the sole remedy for SLA shortfalls and are detailed in the documentation or Order Form.

9. Third-Party Platforms

Activation requires third-party platforms (e.g., Meta, Google). Spa Signals is not responsible for platform outages, policy changes, or enforcement actions. Client remains responsible for its accounts and compliance with platform rules.

10. Intellectual Property

The Services, software, models, identity graph, documentation, and trademarks (including Spa Signals and SignalsID™) are owned by Spa Signals or its licensors. Except for the limited licenses expressly granted, no rights are transferred.

11. Confidentiality & Publicity

Each party will protect the other's Confidential Information and use it only to perform under these Terms. With Client consent, Spa Signals may reference Client name and marks for marketing; consent may be withdrawn on reasonable notice.

12. Warranties; Disclaimers

Spa Signals will provide the Services in a professional manner consistent with industry standards.EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (a) NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES; and (b) A PARTY'S AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE FEES PAID BY CLIENT FOR THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITS DO NOT APPLY TO CLIENT'S PAYMENT OBLIGATIONS OR VIOLATIONS OF SECTION 6 (ACCEPTABLE USE).

14. Term; Termination; Effect

Either party may terminate for convenience with 30 days' written notice, or immediately for material breach (after cure period where applicable). Upon termination: (i) access to Services ceases; (ii) active locks continue until natural expiration; (iii) Client may continue to use previously downloaded Qualified Leads per consent and law; (iv) Spa Signals will provide available exports of Client's Qualified Leads and hashed locked IDs; and (v) Spa Signals will delete Client data according to retention schedules and law.

15. Dispute Resolution; Governing Law

Disputes will be resolved by binding arbitration under the rules of the American Arbitration Association. Class action waiver: claims must be brought individually. Either party may seek injunctive relief in court for misuse of IP or Confidential Information. These Terms are governed by the laws of Florida, excluding its conflicts rules.

16. Changes to Terms

Spa Signals may update these Terms from time to time. Material changes will be communicated with reasonable notice. Continued use after the effective date constitutes acceptance. If Client objects to material changes, Client may terminate before the changes take effect.

17. General

These Terms (including Schedules and any Order Form/DPA) are the entire agreement; severability applies; neither party's failure to enforce is a waiver; neither party may assign without consent (except to an affiliate or in connection with a reorganization/transfer of business); Spa Signals may use subcontractors; force majeure excused; notices will be sent to the registered addresses.