Terms of Service

These Terms of Service (the “Terms”) govern your use of talonfinancial.com (the “Site”) and any data, outreach, voting, or related services provided by Talon Financial Technologies, Inc., a New York State domestic corporation with a principal place of business at 99 Wall Street, Suite 810, New York, NY 10005, doing business as Talon Communications (collectively “Talon,” “we,” “us,” or “our”). By using the Site or our services, you agree to these Terms.

1. Acceptance and scope

By accessing the Site, submitting a project brief, signing a Talon service agreement, or receiving a message sent through Talon’s platform on behalf of one of our clients, you accept these Terms. If you do not accept these Terms, do not use the Site or services.

Talon may, from time to time, enter into more detailed written agreements with business clients. To the extent there is a conflict between these public Terms and a signed agreement with Talon, the signed agreement controls for that client.

2. Description of services

Talon provides:

• Data Services — cleansing, normalization, append, deduplication, householding, and shareholder research, including services powered by ACE, our Artificial Intelligence Cleansing Engine.
• Outreach & Communications — multi-channel outreach via SMS, MMS, ringless voicemail, and email, registered under A2P 10DLC where applicable.
• Voting & Surveys — transactional voting and polling across web, IVR, SMS, and live agent channels with auditable tally and reporting.
• Shareholder Services — the above capabilities applied to proxy season programs for issuers, transfer agents, custodians, and proxy solicitors.
• Custom solutions — bespoke engineering against the Talon platform.

3. Eligibility and use

The Site and our services are intended for use by businesses and the authorized personnel acting on their behalf. By using the Site, you represent that you are at least 18 years old and authorized to engage with Talon on behalf of the entity you represent.

4. Accounts and credentials

Some Talon services may require account credentials (for example, access to the PASSPort administration portal). You are responsible for safeguarding your credentials and for all activity that occurs under your account. Notify Talon promptly of any suspected unauthorized access.

5. Client responsibilities — data, consent, content, and lawful use

This section is fundamental to the bargain between Talon and its clients. When a client engages Talon to run a campaign — an SMS, RCS, MMS, ringless voicemail, or email send; a vote; a data cleanse — the client is the only party that has, or could have, the relationship with the underlying individuals being processed or contacted. Talon does not know those individuals, did not collect their information, and has no independent means of verifying their consent. Accordingly, the client unconditionally represents, warrants, covenants, and agrees that:

• The client has the legal right to provide the data, lists, phone numbers, email addresses, names, and any other recipient information that the client supplies to Talon, and to authorize Talon’s processing and delivery of that information on the client’s behalf.
• The client has obtained, and at the time of every send maintains, all consents, disclosures, and authorizations required under all applicable laws — including, without limitation, the Telephone Consumer Protection Act (TCPA), the CAN-SPAM Act, the Telemarketing Sales Rule (TSR), state telemarketing, messaging, and email laws, the General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA) and its successors, the Gramm-Leach-Bliley Act (GLBA), the Fair Credit Reporting Act (FCRA), the Federal Trade Commission Act, and any sector-specific rules applicable to the client’s industry.
• The content of every campaign — message text, creatives, offers, calls to action, identifiers, disclosures, and any link or attachment — is authored by, controlled by, and the sole responsibility of the client, and complies with all applicable laws, carrier policies, registry policies (including TCR), and platform acceptable-use rules.
• The client will honor opt-outs and unsubscribe requests, will not re-contact individuals who have opted out without obtaining fresh and provable consent, and will maintain its own records of consent and revocation independent of Talon.
• The client’s use of the services does not infringe, misappropriate, or violate any intellectual-property right, privacy right, publicity right, or other right of any third party.
• If the client supplies inaccurate, unlawful, unconsented, stale, or improperly sourced data — or if the client’s campaign content gives rise to any claim — the client bears full and sole responsibility for the consequences, including but not limited to regulatory inquiries, carrier complaints, chargebacks, private rights of action, class actions, settlement amounts, fines, and defense costs.

Talon’s role is and remains limited to: (a) operating the delivery platform that transports the client’s message to a carrier; (b) operating the opt-out and consent-record subsystem that enforces STOP, HELP, START, and equivalent keywords at the platform level on a going-forward basis; and (c) producing audit logs of platform activity. Talon does not verify, vouch for, audit, or otherwise stand behind the lawfulness of the data the client supplies, the consent posture of the underlying recipients, or the content of the client’s campaign. The client’s representations in this Section 5 are a material inducement to Talon’s agreement to provide the services, and the client’s indemnification of Talon under Section 11 is a material part of the consideration for Talon’s pricing.

6. Platform role and limitations

Talon provides a technical delivery and audit platform. Talon does not provide, and the client should not interpret any communication from Talon as: (a) legal advice; (b) regulatory compliance counsel; (c) content or list review or approval; (d) consent verification for any recipient; (e) a representation that any specific message will comply with any specific law as applied to any specific recipient; or (f) a guarantee of deliverability, carrier acceptance, or recipient response.

The client is solely responsible for engaging qualified counsel and compliance personnel to review its campaigns, lists, content, and consent posture before each send. Talon’s platform features — including consent-record storage, STOP/HELP automation, brand registration assistance, and TCR campaign submission — are technical conveniences that operate on what the client provides; they do not substitute for the client’s own legal and compliance review.

If Talon receives a regulatory inquiry, carrier directive, or third-party complaint relating to a client campaign, Talon may, at its sole discretion, suspend or terminate the campaign without notice, preserve relevant records, and cooperate with the inquiring party as required by law. The cost and exposure arising from any such inquiry remains with the client under Section 11.

7. SMS, RCS, and outreach program terms (A2P 10DLC)

For SMS and other messaging programs operated through Talon’s platform:

7.1 Consent and opt-out

• SMS messages are sent only to recipients who have given prior express consent to the brand sending the message.
• Recipients may reply STOP, END, CANCEL, UNSUBSCRIBE, or QUIT at any time to opt out. STOP is honored before the next send.
• Recipients may reply HELP for support information.
• Recipients may reply START or UNSTOP to re-subscribe.
• Talon does not share, sell, rent, or otherwise disclose SMS opt-in information or phone numbers to third parties or affiliates for marketing or promotional purposes.

7.2 Brand and carrier compliance

• Talon runs A2P 10DLC campaigns registered with The Campaign Registry (TCR) under verified brands.
• Each campaign is registered for the specific use case it serves. Off-use-case messaging is not permitted.
• Talon reserves the right to suspend or terminate any campaign that violates carrier rules, registered use cases, or these Terms.

7.3 Message and data rates

Message and data rates from a recipient’s wireless carrier may apply, depending on the recipient’s plan. Message frequency varies by program.

7.4 RCS messaging

Where supported by the recipient’s carrier and handset, Talon may deliver messages over Rich Communication Services (RCS) instead of, or in addition to, SMS or MMS. The same consent, opt-out, brand identification, and registration posture described above applies to RCS messages. RCS messages automatically fall back to SMS when RCS is not supported by the recipient’s carrier or device.

8. Acceptable use

You agree not to use the Site or services to:

• Violate any applicable law or regulation
• Send unsolicited, unconsented, deceptive, fraudulent, or unlawful communications
• Misrepresent the identity of the sender or the nature of a communication
• Send content that is harassing, threatening, defamatory, or otherwise unlawful
• Interfere with, disrupt, or attempt to gain unauthorized access to the Site, the Talon platform, or any related infrastructure
• Reverse-engineer, scrape, or systematically copy Site content or platform output beyond ordinary use
• Use the services to send messages outside the registered use case of the underlying TCR campaign

9. Intellectual property

The Site, the Talon platform (including PASSPort and ACE), Talon’s software, content, trademarks, and the design and structure of our services are owned by Talon or our licensors and are protected by intellectual property laws. Nothing in these Terms transfers any ownership rights to you.

Client data provided to Talon for the purpose of operating a campaign remains the property of the client. Talon uses such data only as instructed by the client and as described in our Privacy Policy.

10. Third-party services

The Talon platform integrates with third-party carriers, vendors, and infrastructure providers. While we select these providers carefully and contract with them to protect the integrity of the service, we are not responsible for the acts or omissions of third parties beyond our reasonable control, including carrier delivery failures or third-party outages.

11. Disclaimers and limitation of liability

11.1 Disclaimer of warranties

The Site and services are provided on an “as is” and “as available” basis. To the maximum extent permitted by law, Talon disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, and any warranty arising out of course of dealing, usage of trade, or course of performance. Talon does not warrant that the services will be uninterrupted, error-free, that defects will be corrected, that the services will be free from harmful components, that delivery will succeed for any particular recipient, or that any specific message will comply with any specific law as applied to any specific recipient.

11.2 Exclusions of liability

To the maximum extent permitted by law, and in addition to the indemnification in Section 12, in no event will Talon, its affiliates, officers, directors, employees, agents, contractors, or service providers be liable for, and the client’s sole remedy for, any of the following is the indemnification obligations described in Section 12:

• Any claim, action, suit, proceeding, regulatory inquiry, or enforcement action arising out of or relating to a campaign run by or on behalf of the client — including, without limitation, claims under the TCPA, the CAN-SPAM Act, the Telemarketing Sales Rule, state messaging and email laws, the FTC Act, GLBA, FCRA, GDPR, CCPA, or any other consumer-protection or privacy law;
• Any claim by a recipient that the recipient did not consent to be contacted, that the message was misleading, deceptive, or unlawful, that opt-outs were not honored prior to the campaign reaching Talon’s platform, or that the recipient’s data was processed without authority;
• Any inquiry, investigation, complaint, fine, or enforcement action by any federal, state, local, or foreign government agency, attorney general, self-regulatory body, or carrier compliance authority (including the FCC, FTC, CFPB, state Attorneys General, TCR, and US wireless carriers);
• Any private right of action arising under any of the foregoing, including any class action or representative action;
• Any carrier rejection, suspension, throttle, fine, chargeback, or delivery failure;
• Any indirect, incidental, special, consequential, exemplary, or punitive damages;
• Any loss of profits, revenue, business, goodwill, opportunity, or data;
• Any acts or omissions of third parties not under Talon’s direct control.

11.3 Aggregate cap

To the maximum extent permitted by law, Talon’s aggregate liability arising out of or relating to these Terms or the services — for all claims, in any form — will not exceed the lesser of (a) the amounts paid by the client to Talon for the services giving rise to the claim during the three (3) months preceding the event that gave rise to the claim, or (b) one thousand US dollars (US$1,000). This cap applies even if any remedy fails of its essential purpose.

11.4 Talon’s role as utility

The parties agree that Talon’s pricing is set on the express assumption that Talon’s exposure is limited to the delivery of messages and the operation of the opt-out subsystem — not to the lawfulness, content, or consequences of the underlying campaign. The disclaimers, exclusions, cap, and indemnity in these Terms are a material part of the bargain between Talon and its clients.

12. Indemnification

The client (and, where applicable, any third party for whom the client is acting) shall defend, indemnify, and hold harmless Talon, its affiliates, parents, subsidiaries, officers, directors, employees, agents, contractors, and service providers (collectively, the “Talon Parties”) from and against any and all claims, demands, actions, lawsuits, investigations, regulatory proceedings, enforcement actions, judgments, settlements, awards, damages, losses, liabilities, costs, and expenses — including, without limitation, reasonable attorneys’ fees, expert witness fees, court costs, settlement amounts, and the cost of internal personnel time billed at standard rates — arising out of, relating to, or in connection with:

• (a) the client’s use of the services, in any form, for any purpose;
• (b) the data, lists, phone numbers, email addresses, contact records, names, identifiers, or other recipient information the client supplies to Talon (or causes to be supplied);
• (c) any message, creative, campaign, vote, survey, or other communication sent on the client’s behalf through the platform, including its content, formatting, disclosures, links, attachments, and recipient list;
• (d) any claim, action, or allegation by a recipient or a third party purporting to act on a recipient’s behalf, including without limitation any claim that consent was lacking, revoked, or improperly recorded prior to the campaign reaching the platform;
• (e) the client’s breach of these Terms or of any representation, warranty, or covenant made by the client herein (including, without limitation, the representations and warranties in Section 5);
• (f) the client’s violation, alleged violation, or non-compliance with any law, regulation, ordinance, or third-party right — including, without limitation, the TCPA, the CAN-SPAM Act, the Telemarketing Sales Rule, the Junk Fax Prevention Act, state telemarketing and email laws, state biometric and privacy laws, the FTC Act, the CFPB’s rules, GLBA, FCRA, FACTA, HIPAA where applicable, GDPR, CCPA and its successors, and any other federal, state, local, or foreign law or rule;
• (g) any inquiry, investigation, proceeding, civil investigative demand, subpoena, audit, or enforcement action by any federal, state, local, or foreign government agency, attorney general, self-regulatory body, or carrier compliance authority arising out of or relating to a campaign the client commissioned;
• (h) any private right of action arising under any of the foregoing, including any individual, class, mass, or representative action;
• (i) any directive, suspension, throttle, fine, or chargeback imposed by a carrier, TCR, an RBM hub, or any other gatekeeper, arising from a campaign the client commissioned; and
• (j) any infringement, misappropriation, or violation of any intellectual-property, privacy, publicity, or other right of any third party arising from materials the client supplied.

The Talon Parties shall control the defense and settlement of any indemnified claim, with counsel of their choosing, at the client’s expense; the client shall cooperate fully and shall not settle, compromise, or admit liability in any indemnified matter without the Talon Parties’ prior written consent. This indemnification obligation survives termination of these Terms and the client’s use of the services.

13. Termination

Talon may suspend or terminate access to the Site or services at any time, with or without notice, for any reason — including for a violation of these Terms, a regulatory or carrier directive, or a non-payment under a client agreement. Provisions of these Terms that by their nature should survive termination (including Sections 5, 6, 9, 11, 12, and 14) will survive.

14. Governing law and disputes

These Terms are governed by the laws of the State of New York, United States, without regard to its conflicts of laws principles. Any dispute arising out of or relating to these Terms or the services will be brought exclusively in the state or federal courts located in New York County, New York, and you consent to the personal jurisdiction of those courts.

15. Changes to these Terms

We may update these Terms from time to time. When we do, we will revise the “Effective” date at the top of the page. Material changes will be communicated more prominently. Continued use of the Site or services after an update means you accept the revised Terms.

16. Notices and contact

General questions about these Terms may be sent via the Contact form on this Site, or by mail to:

Talon Financial Technologies, Inc.
d/b/a Talon Communications
Attention: Legal
99 Wall Street, Suite 810
New York, NY 10005

Formal legal notices (including notices of breach, indemnification demands, and process) must be delivered in writing and are deemed given when delivered personally, sent by recognized overnight courier, or emailed with confirmation, to Talon’s counsel at the address below:

Attn: Mark L. Hankin, Esq.
Hankin & Mazel, PLLC
494 8th Avenue, 16th Floor
New York, NY 10001
Email: mhankin@hankinmazel.com

// Draft note for review: These Terms are drafted to (a) satisfy the disclosure requirements of A2P 10DLC and RCS carrier review, (b) position Talon as a delivery and opt-out utility with no campaign-content or campaign-consent liability, (c) shift all responsibility for the lawfulness of data, content, and recipient consent to the client, and (d) provide aggressive limitation-of-liability and broad indemnification protections in line with Talon’s operational role. A more comprehensive Terms document — based on the attorney-reviewed service agreement currently in finalization and expanded to cover SMS, RCS, MMS, and ringless voicemail — will supersede this draft once available. Material substantive changes will be reflected in the “Effective” date.