BY ACKNOWLEDGING ACCEPTANCE OF THIS AGREEMENT DURING THE SIGN-UP PROCESS, OR BY CONTINUING TO USE THE SERVICE, CUSTOMER AGREES TO THIS AGREEMENT GOVERNING CUSTOMER’S USE OF THE SERVICE. IF AN INDIVIDUAL IS ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT HE OR SHE HAS THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT, IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO SUCH ENTITY. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR IF CUSTOMER DOES NOT ACCEPT THIS AGREEMENT, DO NOT COMPLETE THE SIGN-UP PROCESS AND YOU MAY NOT USE THE SERVICE.
The Service is hosted in the United States. Company makes no representation that the Service is appropriate or available in other locations. The Service is not intended for use by any person or entity in any jurisdiction or country where such use would be contrary to law or regulation or which would subject Company to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Service from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
Persons under the age of 18 are not permitted to register as a Customer for the Service.
The Services will be ordered through an Order Form. "Order Form" means the form evidencing the initial subscription for the Service and any subsequent order forms submitted online or in written form, specifying, among other things, the number of licenses and other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties, each such Order Form to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail).
By using the Services, Customer represents and warrants that:
- all registration information Customer submits is truthful, complete and accurate;
- Customer will promptly update and maintain the accuracy of such information; and
- Customer will keep Customer’s password confidential and will be responsible for all use of the password and account.
License Grant & Restrictions
Subject to compliance with the terms of this Agreement, Company hereby grants Customer a non-exclusive, non-transferable, non-sublicensable, worldwide right during the term of this Agreement to use the Service, solely for Customer’s own internal business purposes as necessary to chat and otherwise interact with Customer’s mobile device users. All rights not expressly granted to Customer are reserved by Company and its licensors.
Customer shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service in any way; (ii) modify or make derivative works based upon the Service; (iii) reverse engineer the Service, (iv) access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service, or (iv) use the Service as a service bureau or otherwise on behalf of any other person or entity.
Customer may use the Service only for Customer’s internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; (v) attempt to gain unauthorized access to the Service or its related systems or networks; or (vi) use the Service in any illegal manner or for any illegal purpose or in any manner that may, as determined in Company’s discretion, cause harm to Company’s business or reputation.
Customer is responsible for all activity occurring during chat and interactive sessions using the Service and Customer shall abide by all applicable laws, in connection with Customer’s use of the Service, including those related to marketing, advertising, data privacy, communications and the transmission of technical or personal data, such as the Federal Trade Commission Act, CAN-SPAM Act of 2003, Telemarketing and Consumer Fraud and Abuse Prevention Act (including the Telemarketing Sales Rule and “Do Not Call” regulations), Telephone Consumer Protection Act, and all other applicable federal and state laws and regulations. Customer shall notify Company immediately of any unauthorized use of any password or account or any other known or suspected breach of security. The Service contains message and communication facilities designed to enable Customer to communicate with others and to transmit content, including without limitation, text, images, audio, and video (the “Customer Content”). Customer agrees to use the Service only to post, send and receive messages and material that are proper and permitted by applicable law. Company may delete or disable any Customer Content if Company determines in Company’s sole discretion that such Company Content violates the terms of this Agreement.
Customer hereby represents and warrants that:
- the creation, distribution, transmission, public display and performance, accessing, downloading and copying of Customer Content does not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret or moral rights of any third party;
- Customer is the creator and owner of or have the necessary licenses, rights, consents, releases and permissions to use and to authorize Company and the users to use Customer Content as necessary to exercise the licenses granted by Customer under this Agreement;
- Customer has the written consent, release, and/or permission of each and every identifiable individual person in the Customer Content to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the Customer Content in the manner contemplated by this Agreement;
- Customer Content is not obscene, lewd, lascivious, filthy, violent, harassing or otherwise objectionable (as determined by Company), libelous or slanderous, does not ridicule, mock, disparage, intimidate or abuse anyone, does not advocate the violent overthrow of the government of the United States, does not incite, encourage or threaten physical harm against another, does not violate any applicable law, regulation, or rule, and does not violate the privacy or publicity rights of any third party;
- Customer Content does not contain material that solicits personal information from anyone under 18 or exploit people under the age of 18 in a sexual or violent manner, and does not violate any federal or state law concerning child pornography or otherwise intended to protect the health or wellbeing of minors;
- Customer Content does not include any offensive comments that are connected to race, national origin, gender, sexual preference or physical handicap;
- Customer Content does not violate any state or federal law designed to regulate electronic advertising;
- Customer Content does not amount to trolling, or the making of controversial statements for the sole purpose of generating responses by others; and
- Customer Content does not otherwise violate, or link to material that violates, any provision of this Agreement or any applicable law or regulation.
Customer may not access or use the Service for any other purpose other than that for which Company makes it available. Prohibited activity includes, but is not limited to:
- criminal or tortious activity, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, copyright infringement, patent infringement, or theft of trade secrets;
- engaging in unlawful multi-level marketing (such as a pyramid scheme);;
- offering any contest, giveaway or sweepstakes without Company’s prior written consent;
- using any information obtained from the Service in order to contact, advertise to, solicit, or sell to any user without their prior explicit consent;
- tricking, defrauding or misleading Company and other users, especially in any attempt to learn sensitive account information such as passwords;
- interfering with, disrupting, or creating an undue burden on the Service or the networks or services connected to the Service;
- attempting to impersonate another user or person or using the username of another user;
- using any information obtained from the Service in order to harass, abuse, or harm another person;
- using the Service as part of any effort to compete with Company or to provide services as a service bureau;
- deciphering, decompiling, disassembling or reverse engineering any of the software comprising or in any way making up a part of the Service;
- attempting to bypass any measures of the Service designed to prevent or restrict access to the Service, or any portion of the Service;
- harassing, annoying, intimidating or threatening any Company employees or agents engaged in providing any portion of the Service to Customer;
- engaging in cheating or any other activity deemed by Company to be in conflict with the spirit or intent of the Service;
- disparaging, tarnishing, or otherwise harming, in Company’s opinion, Company and/or the Service; and
- using the Service in a manner inconsistent with any and all applicable laws and regulations.
The Children's Online Privacy Protection Act ("COPPA") protects the online privacy of children under 13 years of age. Customer may not use the Service to collect or maintain personal information from anyone under the age of 13, unless or except as permitted by law.
Account Information and Data
Company does not own any data, information or material that Customer or Customer’s users submit through the Service in the course of using the Service ("Data"). Customer, not Company, shall have sole responsibility for the accuracy, reliability, and intellectual property ownership or right to use all Data, and Company shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Data. Company shall have no liability to Customer or any third party if the Data is lost or damaged by Company, Company’s hosting or other service providers managing the Data, or by any other third party. Upon termination of this Agreement, Customer’s right to access or use Data immediately ceases, and Company shall have no obligation to maintain or forward any Data.
While Company does perform periodic back ups of Data, Company has no legal obligation whatsoever to back up the Data. Accordingly, Customer and not Company is solely responsible for backing up all Data. Company shall have no liability to Customer or Customer’s user for any loss of Data occurring on the system upon which the Service runs.
Intellectual Property Ownership
"Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world. Company alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Company Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer or any other party relating to the Service. This Agreement is not a sale and does not convey to Customer any rights of ownership in or related to the Service, the Company Technology or the Intellectual Property Rights owned by Company. The Company name, the Company logo, and the product names associated with the Service are trademarks of Company, and no right or license is granted to use them. "Company Technology" means all of Company's proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to Customer by Company in providing the Service. "Content" means the audio and visual information, documents, software, products and services contained or made available to Customer in the course of using the Service.
By providing any content via the Service, directly or through user submissions, including any and all elements used to customize the Service for Customer’s business (e.g., logos, trademarks, trade names, photographs, video, music, etc.) Customer automatically grants, and Customer represents and warrants that Customer has the right to grant, to Company a non-exclusive, royalty-free, fully-paid, worldwide license to use, copy, publicly perform, publicly display, reformat, translate and distribute such content as necessary to perform the Service.
From time to time, plug in or add-on online applications that integrate or interoperate with the Service ("Applications") may become available. If Customer chooses to install, access or enable an Application, Customer agrees that the third party Application provider may acquire access to Customer’s account data and information data as required for the interoperation or integration of such Application. Accordingly, such Applications are governed by their own terms and conditions and are not considered Services under this Agreement. Customer assumes full responsibility for any damage, loss, cost, or harm arising from the use of or inability to use such Applications. To the extent permitted by law, Company disclaims all liabilities with respect to Customer’s use of or inability to use such Applications and the performance or non-performance of such Applications (including direct, indirect, incidental, punitive or consequential damages). Company has no obligation to monitor such Applications and does not control or endorse the content, messages or information found in such Applications and specifically disclaims any liability with regard to such content, messages or information. Company does not monitor or control such Applications’ service limitation, suspension or termination of their services and specifically disclaims any liability with regard to such Applications’ service limitation, suspension or termination. ALL SUCH APPLICATIONS SERVICES ARE PROVIDED "AS IS" AND COMPANY HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO SUCH APPLICATIONS’ SERVICES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
Customer acknowledges and agrees that any questions, comments, suggestions, ideas, feedback or other information about the Service ("Submissions") provided by Customer to Company are non-confidential and Company (as well as any designee of Company) shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to Customer.
Charges and Payment of Fees
Customer shall pay all fees or charges for the Service in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. Please see the Fee Schedule on the Company Website for more information. Charges include initial set up fees and periodic fees (e.g., monthly, quarterly, annually). Customer must provide Company with valid credit card, debit card or information for direct withdrawal from a bank account or other approved purchase order information (the “Designated Payment Method”) as a condition to signing up for the Service. Company reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to Customer, which notice may be provided by e-mail. All pricing terms are confidential, and Customer agrees not to disclose them to any third party.
Billing and Renewal
Company will automatically renew and bill Customer’s Designated Payment Method or issue an invoice to Customer (when agreed by Company) when amounts are due as provided in this Agreement. Customer hereby consents to Company charging Customer’s Designated Payment Method as amounts are due and Company shall not be required to obtain any further consent from Customer in order to charge such Designated Payment method. Company may charge a $35.00 fee in any month where the Designated Payment Method charges are declined and must be re-processed. Fees for other services will be charged on an as-quoted basis. Company's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Customer shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on Company's income.
Customer agrees to provide Company with complete and accurate billing and contact information. This information includes Customer’s legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and administrator. Customer agrees to update this information within 10 days of any change to it. If the contact information Customer has provided is false or fraudulent, Company reserves the right to terminate Customer’s access to the Service in addition to any other legal
Unless Company in its discretion determines otherwise, all Customers will be billed and shall pay in U.S. dollars and shall be subject to payment terms and pricing schemes at the discretion of Company.
If Customer believes an invoice is incorrect, Customer must contact Company in writing within 30 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.
Non-Payment and Suspension
In addition to any other rights granted to Company herein, Company reserves the right to suspend or terminate this Agreement and Customer’s access to the Service if Customer’s account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection, including attorneys’ fees and court costs. If Customer or Company initiates termination of this Agreement, Customer will be obligated to pay the balance due on Customer’s account computed in accordance with the applicable provisions of this Agreement. Customer agrees that Company may charge such unpaid fees to Customer’s Designated Payment Method or otherwise bill Customer for such unpaid fees.
Company reserves the right to impose a fee in the event Customer is suspended and thereafter requests access to the Service. Customer agrees and acknowledges that Company has no obligation to retain Data and that such Data may be irretrievably deleted if an account is 30 days or more delinquent.
All payments for the Service are final and non-refundable. If Customer terminates this Agreement, then this Agreement will continue until the end of the Service period for which Customer has paid.
Company and Customer may terminate this Agreement and the Service at any time without cause. Additionally, Company may suspend the provision of the Service at any time if Company determines in its sole discretion that Customer has breached this Agreement, or that such suspension is necessary for Company to protect its interests. Upon termination or suspension, Customer shall not be entitled to a refund of any fees paid by Customer for the Services.
CUSTOMER UNDERSTANDS THAT CERTAIN STATES ALLOW CUSTOMER TO CANCEL THIS AGREEMENT, WITHOUT ANY PENALTY OR OBLIGATION, AT ANY TIME PRIOR TO MIDNIGHT OF COMPANY’S THIRD BUSINESS DAY FOLLOWING THE DATE OF THIS AGREEMENT, EXCLUDING SUNDAYS AND HOLIDAYS. TO CANCEL, CALL A COMPANY CUSTOMER CARE REPRESENTATIVE DURING NORMAL BUSINESS HOURS OR BY ACCESSING CUSTOMER’S ACCOUNT SETTINGS. THIS SECTION APPLIES ONLY TO INDIVIDUALS RESIDING IN STATES WITH SUCH LAWS.
Representations & Warranties
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Company represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with Company’s online documentation under normal use and circumstances. Customer represents and warrants that Customer has not falsely identified itself nor provided any false information to gain access to the Service and that the billing information provided is correct.
Customer shall defend, indemnify and hold Company, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by Customer of Customer’s representations and warranties; (iii) a claim, which if true, would constitute a breach by Customer of this Agreement; or (iv) a claim by a user of the Service provided by Customer relating to the performance or failure in performance of the Service or based upon any services Customer provides or omits to provide to any user of the Service provided by Customer, provided in any such case that Company (a) gives written notice of the claim to Customer and (b) gives Customer sole control of the defense and settlement of the claim (provided that Customer may not settle or defend any claim unless the settlement unconditionally releases Company of all liability and such settlement does not affect Company's business or the Service).
Disclaimer of Warranties
COMPANY AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. COMPANY AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) ERRORS OR DEFECTS WILL BE CORRECTED, OR (E) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO CUSTOMER STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY COMPANY AND ITS LICENSORS.
THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. COMPANY IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
Limitation of Liability
IN NO EVENT SHALL COMPANY’S AGGREGATE LIABILITY TO CUSTOMER FROM ANY CLAIM ARISING UNDER THIS AGREEMENT OR USE OF THE SERVICE EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM CUSTOMER IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL COMPANY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR THE SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF COMPANY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IF CUSTOMER IS A CALIFORNIA RESIDENT, CUSTOMER WAIVES CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to Customer.
Local Laws and Export Control
The Service provides services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies. Customer acknowledges and agrees that the Service shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Service, Customer represents and warrants that Customer is not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. Customer agrees to comply strictly with all U.S. export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required. The Service may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000.
Company and its licensors make no representation that the Service is appropriate or available for use in other locations. If Customer’s use the Service from outside the United States of America, Customer is solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United States law is prohibited.
Company may give notice by means of a general notice on the Service, electronic mail to Customer’s e-mail address on record in Company's account information, or by written communication sent by first class mail or pre-paid post to Customer’s address on record in Company's account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). Customer may give notice to Company (such notice shall be deemed given when received by Company) using our physical mailing address appearing as “Contact” information on the Company website to the attention of: Chief Executive Officer, provided the notice is sent by registered or certified mail, return receipt requested, or by overnight mail, or hand delivery.
Company may modify this Agreement from time to time. Any and all changes to this Agreement will be reflected on the Company website and revisions will be indicated by date. Customer agrees to be bound to any changes to this Agreement when Customer uses the Service after any such modification becomes effective. Company may also, in its discretion, choose to alert all customers with whom it maintains email information of such modifications by means of an email to their most recently provided email address. It is therefore important that Customer regularly review this Agreement and keep Customer’s contact information current in Customer’s account settings to ensure Customer is informed of changes. Modifications to this Agreement shall be effective 10 days after being posted. Additionally, modifications made to this Agreement applicable to dispute resolution shall not apply to disputes arising prior to the effective date of the modification.
Company reserves the right at any time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. Customer agrees that Company shall not be liable to Customer or to any third party for any modification, suspension or discontinuance of the Service, except for refund of any pre-paid fees.
Assignment; Change in Control
This Agreement may not be assigned by Customer without the prior written approval of Company but may be assigned without Customer’s consent by Company to (i) a parent or subsidiary, (ii) an acquirer of assets or equity, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of Customer that results or would result in a competitor of Company directly or indirectly owning or controlling 50% or more of Customer shall entitle Company to terminate this Agreement for cause immediately upon written notice.
This Agreement shall be governed by Florida law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in or with jurisdiction over Santa Rosa County, Florida. No text or information set forth on any other purchase order, preprinted form or document (other than an Order Form, if applicable) shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between Customer and Company as a result of this Agreement or use of the Service. The failure of Company to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Company in writing. This Agreement, together with any applicable Order Form, comprises the entire agreement between Customer and Company and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. Any provisions of this Agreement that, in order to fulfill the purposes of such provisions, need to survive the termination or expiration of this Agreement, shall be deemed to survive for as long as necessary to fulfill such purposes.
In order to resolve a complaint regarding the Service or to receive further information regarding use of the Service, please contact Company as set forth below or, if any complaint with us is not satisfactorily resolved, and Customer is a California resident, Customer can contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs in writing at 400 "R" Street, Sacramento, California 95814 or by telephone at 1-916-445-1254.
PO Box 304 Gulf Breeze, FL 32563