Terms and Conditions

TERMS AND CONDITIONS

 

Users of VIOX DIGITAL are subject to the following terms and conditions. The Advertiser, Agency or customer is required by signing, authorizing, agreeing to and or utilizing any or all goods, properties, product(s) and or service(s) including website(s) or agree to enter into it as a condition of purchasing any property, goods, or services.

As indicated in the ESIGN Act, the required signature may be obtained via email, online form, text message, telephone keypad, or voice recording. For more details on the revised TCPA regulation, visit:

http://transition.fcc.gov/cgb/policy/TCPA-Rules.pdf

 

BINDING AGREEMENT

 

By signing, authorizing, agreeing to and or utilizing any or all goods, properties, product(s) and or service(s) including website(s) you hereby agree to the terms and conditions set forth constitute a binding agreement between the advertiser, publisher and or licensee.

 

IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS, DO NOT USE THIS WEBSITE.

 

TARGET LOCALEADS TERMS AND CONDITIONS

 

  1. Scope, Fees and Charges

 

Upon accepting and or signing this Agreement and or Insertion Order, the Customer acknowledges that he or she has read this contract, and according to the TERMS AND CONDITIONS ADVERTISING SERVICES AND LEAD GENERATION MEMBERSHIP herein, has not relied upon any promise, statement or representation other than contained herein and hereby acknowledges acceptance of all Terms and Conditions and or receipt of a copy of this Agreement and or Insertion Order. VIOX Digital and or its licensees, allows our Customers to benefit from value added services such as Target Localeads, telephone area code phone call redirect, SEO or Search Engine Optimization both paid and organic (natural), SEM or Search Engine Marketing, Re-Marketing, Display Advertising, Printed Publications, Digital Text Messaging, Web site or Proxy Web site including but not limited to, the use of the telephone number VIOX Digital exclusively on all media services including print, radio, television and other online, printed or digital marketing in the designated or assigned market area as outlined on the Insertion Order attached.

 

1.2. The Account Activation and License Fee and any applicable Custom Development Fees are payable immediately on signing this Agreement.

 

1.3. The Monthly Access Fee, Monthly Licensing Fees and Platinum Program Fees (if applicable) are payable monthly in advance per Account and will be payable on a pro-rata basis in partial months.

 

1.4. Pay for Performance Leads including but not limited to Charge Per Call, Charge Per Click, Display, Pre-roll video, CPM Impression(s), CPC click through(s) and or SMS Message Fees for any Messages sent by Customer shall be invoiced to the Customer on or before the 5th of each month following each month of services provided.

 

  1. Payments:

 

2.1. VIOX Digital will invoice the Customer on a calendar month basis, and will be payable on a pro-rata basis in partial months. Customer agrees that payment will be made within fourteen (14) days of invoice date.

 

2.2. Payment may be made by the Customer to VIOX Digital by direct debit of the Customer’s credit card. VIOX Digital may agree to alternate non-direct debit payment methods in its sole discretion, subject to a customer credit assessment. Non-direct debit payment methods attract a monthly $5 surcharge.

 

2.3. To participate in the Charge Per Call and Charge Per Click Services, you must provide Publisher with a valid credit card and or copy of voided check (when applicable) for Electronic Funds Transfer (EFT) or Automated Clearing House (ACH) purposes which will be charged, unless otherwise provided in the Insertion Order, we will bill you during our first applicable billing cycle after we fulfill your order for Advertising Service and or Lead Generation Membership Products or Services and will continue to bill you during each applicable billing cycle thereafter during the term of this Agreement. The billing cycle will be weekly, Bi-weekly or thirty (30) days unless otherwise provided in the Insertion Order, commencing on or before the 5th of each month following each billing cycle of services provided. You must provide Publisher with all of the information requested in the Insertion Order and keep it current with Publisher. You must also maintain an account in good standing that has been approved by Publisher and activated on the applicable website. You must also pay your invoices promptly according to the TERMS AND CONDITIONS ADVERTISING SERVICES AND LEAD GENERATION MEMBERSHIP herein.

 

2.4. Unless otherwise agreed upon and specified in writing by Publisher, the payment terms for the Insertion Order are net cash with copy. Unless otherwise agreed in writing, Advertiser shall pay the amount(s) stated in the Insertion Order(s) for each Ad plus all state and local taxes attributable thereto. In addition to any other charges for the Advertisement, Advertiser agrees to pay to Publisher (i) a returned check fee in the amount of $25.00 check, draft or credit card payment debit returned unpaid, (ii) interest on any amount(s) not paid when due will be charged at the rate of 1.5% per month, or the highest rate allowed by applicable law, whichever is lower, until paid in full, (iii) a five dollar billing charge for each required invoice. Advertiser hereby authorizes Publisher to perform such initial and periodic credit investigations on Advertiser, as Publisher deems necessary or desirable in making a decision whether to extend credit to Advertiser from time to time. Extension of credit and approval for any payment program is contingent upon the results of the credit investigation being satisfactory to Publisher, in its sole discretion. Publisher may require advance payment in full prior to publication of any and all Advertising.

 

2.5. If Advertiser sells or discontinues business before or after publication of the Online Advertising, no payment or amount due under the terms of this Agreement shall be waived thereby. The Advertiser guarantees payment of the amount due if Advertiser’s business is sold. Payments received by the Publisher will be credited first to any accrued late charges and interest second to any amount past due. No acceptance by Publisher of any payment or instrument marked with any restrictive or other limited or conditioned endorsement shall be deemed a waiver of any rights Publisher may have. The Advertiser agrees to purchase a maximum amount of monthly advertising as indicated on the front of the Order. The maximum monthly amount will be based upon the total value of clicks and Qualified Calls generated during the one month period.

 

  1. The Charge Per Call Services

 

3.1 VIOX Digital and or its licensees, shall provide the advertiser with Charge Per Call Services using Target Localeads in accordance with the following TERMS AND CONDITIONS ADVERTISING SERVICES AND LEAD GENERATION MEMBERSHIP herein. These Charge Per Call Services will display your advertising in the Online Advertising channels we select to optimize best results and reserve the right to change and or select alternative Online Channel(s) without prior approval. Your advertising will include our unique Call Tracking Number(s). Advertiser agrees to have their regular telephone number replaced with our Call Tracking Number(s) which will forward calls directly to their regular telephone number or pre-determined designated destination telephone number chosen by the advertiser. When prospective customer(s) and or client(s) call the Call Tracking Number, the call will be recorded and a record of important information will be captured. All calls will be reviewed and qualified based on their content. The result will be a list of Qualified Calls that is provided to you. You will be charged for each Qualified Call as stated on the insertion order. For disputes, it is the Advertiser responsibility to review, document and contact customer support for refund if applicable.

 

  1. The Charge Per Click Services

 

4.1. In addition, or as an alternative, VIOX Digital and or its licensees shall provide the Advertiser with Charge Per Click Services using VIOX Digital Target Local leads in accordance with the following TERMS AND CONDITIONS ADVERTISING SERVICES AND LEAD GENERATION MEMBERSHIP herein. The Charge Per Click Services will display advertising in the Online Advertising channels we select to optimize best results and reserve the right to change and or select alternative Online Channel(s) without prior approval. The Charge Per Click Online Advertising will revert to either a dynamic landing page complete with a call to action and or Proxy Website. Advertiser agrees to pay the rate charge(s) and the pre-determined per month budget regarding any and all or click through(s) and qualified recorded telephone calls generated through the Online Advertising as indicated on the insertion order. Your advertising will include our unique Call Tracking Number(s). Advertiser agrees to have their regular telephone number replaced with our Call Tracking Number(s) which will forward calls directly to their regular telephone number or pre-determined designated destination telephone number chosen by the advertiser. When prospective customer(s) and or client(s) call the Call Tracking Number, the call will be recorded and a record of important information will be captured. All calls will be reviewed and qualified based on their content. The result will be a list of Qualified Calls that is provided to you. You will be charged for each Qualified Call as stated on the insertion order. For disputes, it is the advertiser responsibility to review, document and contact customer support for refund if applicable.

 

  1. Definitions

 

5.1. “You” or “Advertiser” means the person and or entity signing, authorizing, agreeing to and or utilizing any or all goods, properties, product(s) and or service(s) including website(s). This is a contract (referred to herein as this “Agreement”) between means VIOX Digital, BIG TICKET, LLC, DOCIRCLE, INC., ytext.me and or its licensees (hereinafter referred to as “publisher”, “media company”, “us”, “we” and “our”), the Advertiser (“customer”, “you” and “your”) identified on the first page of this document (the “Order”) for us to fulfill your order for our Advertising Service and or Lead Generation Membership Products or Services identified on the Order. This Agreement consists of the Order and these Terms and Conditions for Advertising Service and or Lead Generation Membership Products or Services (these “Ts&Cs”). In the event except as otherwise expressly provided in these Ts&Cs and in the event of any conflict between the terms of the Order and of these Ts&Cs, the Order shall control and prevail. This order shall not be binding upon VIOX Digital unless and until this order is signed by an authorized representative of VIOX Digital at its corporate headquarters and Customer hereby waives notification of same. The sales representative is not authorized to accept this offer on behalf of VIOX Digital. “Charge Per Call Services” or “CPC Services” means advertising services provided by VIOX Digital and or its licensees in its online advertising using a Call Tracking Number to track the telephone calls and or Short Code, SMS message(s) sent to the Advertiser. “Charge Per Click Services” means an advertising service provided by VIOX Digital and or its licensees in which a charge is made for each selection or click through on the Online Advertising, Advertising Services and or Lead Generation Membership Product.

 

5.2. “Advertiser Information” means all the information provided by you in the insertion order. “Advertising” means the text, format and art work you designate for VIOX Digital and or its licensees to use in its Online Advertising Services. “Call Tracking Number” means a unique telephone number assigned to your Advertising. “Qualified Calls” means all calls from customers lasting 18 second(s) or longer to you at the Call Tracking Number assigned to your Advertising campaign(s), less duplicate calls within a 72 hour period. Publisher reserves the right to re-assign Call Tracking Number(s) to an alternate destination telephone number at any time without prior approval from the Advertiser. “Short Calls” to be determined by the Publisher including but not limited to any and all telephone conversation(s) in which the Advertiser attempts to circumvent or “Game” telephone call(s) where the customer and or client is instructed to call again at another time, will be charged to the Advertiser.

 

5.3. “Online Advertising” means the online advertising media campaign as selected for the Advertiser in accordance with the following TERMS AND CONDITIONS ADVERTISING SERVICES AND LEAD GENERATION MEMBERSHIP herein. “Call Fee” means the amount charged per each Qualified Call as stated on the insertion order. “Listing Fee” means an annual fee charged for the Online Advertising as stated on the insertion order. “Publisher” means VIOX Digital and or its licensees. “Parties” means Advertiser and VIOX Digital and or its licensees. “Target Localeads” means the VIOX Digital and or its licensees including VIOX Digital advertising products used for processing Online Advertising, Advertising Services and or Lead Generation Membership Product.

 

  1. Acceptance of Insertion Order

 

6.1. The Insertion Order or “IO” shall be evidenced by its entry into its electronic computer files as a “Booked Order”. Any term negotiated and applicable for a particular Insertion Order shall be in addition to the TERMS AND CONDITIONS ADVERTISING SERVICES AND LEAD GENERATION MEMBERSHIP herein. In the event of a conflict between the General Terms and additional terms applicable to any specific Insertion Order, these TERMS AND CONDITIONS ADVERTISING SERVICES AND LEAD GENERATION MEMBERSHIP herein shall control. Except to the extent specified in the Insertion Order, the term of each Insertion Order commences upon the placement of such additional Online Advertising, Advertising Services and or Lead Generation Membership Product and or other service purchased and continues for six months from the date of the booked Insertion Order. A one month advance written notice on Advertiser letterhead prior to the six month anniversary is required to cancel the Insertion Order. Failure to cancel one month prior to six month initial contract anniversary will result in a month to month contract basis up to a 30 day continuance at contracted rates will apply from the date the written cancellation is received. Publisher reserves the right to transfer or reassign any contract at any time.

 

  1. Cancellation

 

7.1. YOU, THE ADVERTISER MAY CANCEL THE INSERTION ORDER BY PROVIDING WRTTEN NOTICE TO VIOX DIGITAL CORPORATE OFFICE AT ANYTIME PRIOR TO MIDNIGHT OF THE THIRD BUSINESS DAY AFTER THE DATE OF THE TRANSACTION. Publisher may cancel the insertion order at any time by written notice to Advertiser. In the event that Publisher cancels the insertion order for any reason, its sole liability and obligation related thereto shall be limited to the return of pro rata portion of any payments made by Advertiser in connection with the Advertisement related to the Insertion Order for which the Advertisement has not been published online, less reasonable Advertisement creation expense and time consumed. Revisions to accepted IOs will be made in writing (confirmed receipt email) to Publisher and acknowledged by the Advertiser in writing. Disconnection of your telephone service, discontinuing your business or selling your business does not constitute cancellation of the Insertion Order.

 

  1. Review, Approval and Changes of Advertising

 

8.1. You must establish an account with the Target Localeads business center dashboard for you to review or make changes or enhancements to your Advertising, listen to and download your recorded calls and review the results of your Advertising. You shall have (3) three days after receiving a notification email from VIOX Digital to review your Advertising at Target Localeads and provide changes to Advertising campaign via telephone, email or fax as stated in accordance with the following TERMS AND CONDITIONS ADVERTISING SERVICES AND LEAD GENERATION MEMBERSHIP herein, after which the Advertising will be published. If you fail to provide VIOX Digital with your requested changes within the time period stated herein, the Advertising displayed on Target Localeads business center shall be deemed to be correct, and you shall be deemed to have approved such Advertising. Thereafter you may revise your Advertising at any time by entering your changes through your account VIOX Digital or by contacting the VIOX Digital corporate office. Publisher reserves the right to reject any advertising copy regarding the Insertion Order and any requested changes to the Advertising provided by you.

 

  1. Classifications, Changes, Placement, Positioning and Conditions of Performance

 

9.1. VIOX Digital and or its licensees reserve the right to change any classification heading(s) that are shown on the face of the Insertion Order in order to maintain standardization of classifications that will best serve the purpose on Online Advertising. Copyrighted advertising furnished by the Advertiser shall contain proper copyright notice and shall comply with VIOX Digital and its licensees requirements, including its Policies referenced herein. VIOX Digital and its licensees does not guarantee that an ad will appear (i) under any particular heading, topic, or menu, or (ii) in any particular order or sequence, or (iii) in any particular position or location on a web page. VIOX Digital and its licensees do not guarantee exact reproduction. The company name, address and telephone number as shown on the face of the Insertion Order are the criteria for correctness of the Online Advertisement unless properly changed by the Advertiser through Target Localeads.

 

  1. Confidentiality

 

10.1. Because of the sensitive and proprietary nature of the Target Localeads program, the Advertiser agrees that it will not disclose specific data generated by the Target Localeads services. However, the Advertiser may disclose and is encouraged to discuss generally with other individuals and businesses, the positive results achieved by the Target Localeads service. The Customer agrees to VIOX Digital and or its licensees disclosing the existence of this Agreement for the purpose of marketing VIOX Digital and or its licensees to current and future clients.

 

10.2. Outside the operation of clause 10.1, each party (Recipient) undertakes that, in respect of Confidential Information disclosed to the Recipient by the other party (Disclosing Party), it will not disclose the Confidential Information of the Disclosing Party except:

(a) for the purpose for which the Confidential Information was disclosed to the Recipient under the terms of this Agreement;

(b) to those employees, officers and agents of the Recipient who need to know the information for the purposes of this Agreement, if that person undertakes to keep confidential the Confidential Information;

(c) to professional advisers and consultants of the Recipient whose duties in relation to the Recipient require that the Confidential Information be disclosed to them;

(d) with the prior written approval of the Disclosing Party; or

(e) as otherwise required by applicable law to disclose such information.

10.3. The parties acknowledge that monetary damages alone would not be adequate compensation for a breach of the obligations of confidentiality under this Agreement, and a Disclosing Party is entitled to an injunction from a court of competent jurisdiction on a breach or threatened breach of this clause, it being specifically acknowledged by the parties that any other available remedies are inadequate.

10.4. The party against whom the injunction is sought agrees that it will not object to the granting of such an injunction.

10.5. Notwithstanding anything else contained in this Agreement to the contrary and in particular in this clause 10, the parties agree that VIOX Digital and or its licensees shall have the unconditional and irrevocable right to disclose the identity and address of the Customer and any End User in the event of any complaint received from any regulatory or Governmental body or licensed Carrier, in connection with the Content made available by the Customer.

 

  1. Non-Cash Methods of Payment

11.1. Publisher, at its sole discretion, may elect to receive goods and services or other non-cash methods (referred to as “Trade” or “Contra”) from the Advertiser in lieu of cash payments as a means for Publisher to receive compensation for its services. Advertiser understands that all amounts shown as Trade or Contra shall not carry an expiration date. Publisher reserves the right to convert into cash equivalent any trade balance unused by Publisher.

 

  1. Delinquent Accounts

 

12.1. Publisher may, in its sole discretion, apply all of the Advertiser payments to the oldest charges due in the Advertiser’s account. If Advertiser defaults in paying any charge when due, Publisher may declare all charges under the Insertion Order and any other agreements with the Advertiser to be immediately due and payable. If Publisher sends Advertiser’s account to a collection agency, the Advertiser will pay Publisher reasonable attorney fees, court cost and service cost, in addition to the outstanding amounts due. If an account becomes delinquent, discounts and special promotions will be considered voided and the full published rates for all Ads contained in the Insertion Order will replace the rates shown on the Insertion Order.

 

12.2. If the Advertiser fails to make any payment when due, Publisher may declare the entire balance owed by the Advertiser to Publisher under this, or any other, agreement between Publisher and Advertiser immediately due and payable. If the Advertiser is in default, Publisher may charge the delinquent balance to the Advertiser’s checking or credit card account on file and or associated with Advertiser account. Publisher, in its sole discretion, may require partial or total payment for advertising in advance of publication. If advertiser’s account becomes (30) days delinquent, its Call Tracking Number(s) and Advertiser’s account on the Target Localeads service center dashboard shall be suspended and Advertiser may not have further access to its data therein. This suspension shall be removed when the account becomes current.

 

  1. Acceleration

 

13.1. Should advertiser fail to make payments when due, Publisher may, at its option, declare Advertiser in default and declare the entire balance owed by the Advertiser to Publisher under this, or any other, agreement between Publisher and Advertiser immediately due and payable. Should Advertiser be in default, Publisher will have the right to charge the delinquent balance to the Advertiser’s checking account, PayPal account, ApplePay account, Android Pay account, Samsung Pay account, Visa, MasterCard, Discover and or AMEX cards.

 

  1. Call Tracking Number(s)

 

14.1. Call Tracking Number(s) may not use non-numeric characters (except for dashes), symbols or special word characters. All Call Tracking Number(s) are the property of VIOX Digital and may be used by the Advertiser for the purposes of this Agreement. Upon termination of this Agreement, Advertiser shall not make further use of any Call Tracking Number(s).

 

  1. Advertising Content and Intellectual Property Rights

 

15.1. All works including, but not limited to, text, graphics, images, illustrations, artwork, maps, photographs, layouts, fonts, visual and audio recordings, websites, software, codes, HTML and other content in whatever form or media designed, developed, created or not yet created, and or procured for the Advertising are referred to herein as “Advertising Content”. Publisher shall be the sole and exclusive property owner of the Advertising Content, except for (i) Advertiser’s listing information (i.e. name, address and telephone number), trademarks, service marks and other specific content submitted by the Advertiser (“Advertiser’s Content”), which must include the appropriate copyright, trademark and service mark notices affixed thereto and (ii) content Advertiser licenses from a third party content provider for use in the Advertising, including but not limited to photographs, the use of which will be subject to all restrictions and obligations imposed by the third party content provider.

 

15.2. Advertiser agrees that it will produce and deliver any and all Advertiser’s Content in accordance with the specifications and schedules established by Publisher from time to time. Advertiser acknowledges and agrees that its failure to comply with such specifications and schedules may cause the public distribution, display and or performance of its Advertising (collectively the “Publication”) to be delayed or refused, and Publisher shall have no liability for such delay or refusal. Advertiser assumes sole responsibility for the protection of its trade names, trademarks, trade secrets, service marks, copyrights, patents and other intellectual property rights in all of Advertiser’s Content appearing in its Advertising, except that Advertiser authorizes and licenses Publisher to bring suit and obtain legal and equitable relief against a third party with respect to any of the Advertiser’s Content that is or will be used by the third party without authorization.

 

15.3. Advertiser agrees that Publisher will have the continuing right to review, select from or among, revise and reject Advertiser’s Content, in Publisher’s sole discretion for any reason, including but not limited to unsatisfactory technical quality, inconsistency with Publisher Policies, and non-compliance with the terms of this Agreement. In the event that Publisher must revise Advertiser’s Content to comply with the provisions stated herein by more than twenty percent (20%), Publisher shall own the Advertiser’s Content, except for Advertisers trademark, trade name and telephone number. Notwithstanding such discretion, Publisher will have no whatsoever to any third party for any Advertising containing such Advertiser’s Content and Advertiser shall be solely and exclusively liable therefore. Publisher does not guarantee the production quality of Advertiser’s Content or that it will provide Advertiser with an opportunity to review any particular Ad prior to its Publication other than as stated in section 9. Further, Publisher makes no representation, warrantee or guarantee, express or implied, to Advertiser concerning the success or results of any Ad. Advertiser hereby grants to Publisher a perpetual, royalty free, non-exclusive right and license to use, copy, record, modify, display, publish, perform and distribute the Advertiser’s Content, in connection with the Advertising (or any derivative thereof), in any form or media now known or hereinafter developed in any compilation, order, or format and any revisions thereto, and in any or all languages.

 

  1. Online Services

 

16.1. Online Advertising using the Charge Per Call and or the Charge Per Click Services, Advertising Services and or Lead Generation Membership Products and or other Services may be terminated at Publisher’s discretion. Publisher reserves the right to discontinue services upon non-payment. Such cessation does not release Advertiser from the obligation of rendering payment for the full order amount. In case of technical difficulties or temporary interruption of service, the terms of this Insertion Order will remain unaffected.

 

  1. Advertiser Warrantees and Representation

 

17.1. Advertiser warrants and represents to Publisher that: (i) Advertiser owns the Advertiser’s Content and or has all necessary authorization and licenses to grant the license to Advertiser’s Content including but not limited to trademark, logo, copyright, trade name, photograph, illustration and any other information provided for the advertisement described herein to Publisher for all purposes. (ii) the Publication of the Advertising and Publisher’s exercise of any rights granted under this Agreement will not in any way constitute an infringement or other violation of any copyright, trademark, or other proprietary or intellectual property right of any third party; (iii) Publisher will not be required to obtain permission from, or make any payments to, anyone in connection with the exercise of any of the rights granted under this Agreement; (iv) Advertiser is authorized to advertise all businesses, services, and products described in the Advertising; (v) Advertiser is in full compliance with all laws, rules and regulations (including but not limited to all HIPAA compliance and or Stark statute; Advertiser is subject to endorsing VIOX Digital with BAA or Business Associate Agreement) applicable to the business, products and services described in the Advertising (including but not limited to permit and licensing requirements); (vi) Advertiser’s Content will not contain any obscene or defamatory matter or violate any right of privacy or publicity; (vii) any price or discount described in an Ad shall be accurate and shall remain in effect until the end of the service life of the Online Advertising in which it is stated. Advertiser acknowledges and agrees that no changes will be made to Advertiser’s Content, except as provided in section 9, and Advertiser shall continue to honor the advertised prices and or discounts stated in such Ad Content.

 

  1. Due Authorization

 

18.1. By signing and or authorizing this Agreement, the signer hereby states that he or she has all the necessary power, authority and capacity to enter into this Agreement for and on behalf of the Advertiser and to perform its obligations herein. If an advertising agency places an order on behalf of an advertiser, such agency warrants and represents that it has authority to place such order. The advertiser and its agency each agree to be jointly and severally liable for charges for ads placed. Advertiser or Agency will be provided third party generated reports on performance. Agency agrees that such reports and the counts contained therein shall be the conclusive, definitive measurements of our performance, and that they shall determine your related obligations for all purposes of this Agreement. No other measurements or usage statistics from any source whatsoever shall be accepted by us or have any applicability to our obligations or your rights under this Agreement.

 

  1. Indemnification by Advertiser

 

19.1. Advertiser agrees to indemnify, defend and hold Publisher harmless from and against any and all liabilities, damages, awards, settlements, losses, claims, costs and expenses, including reasonable attorney fees and costs of investigation due to (i) any claim by a third party relating to the Advertisement including infringement of any third party’s intellectual property rights or any unauthorized use of any material, name, image or likeness, (ii) claims for false, deceptive, illegal, or misleading advertising and claims related to Advertiser’s product warrantees or performance, (iii) any other actions of Advertiser which give rise to any other liability at law or in equity, (iv) any liability related to the content, graphic norms or physical appearance of the Advertisement, (v) any breach of Advertiser’s warrantees, representations or covenants in the Order, and (vi) Advertiser’s products, services, acts, omissions, failures or refusal to perform, negligence or willful misconduct.

 

  1. Publisher Trademarks

 

20.1. Advertiser is not authorized to use Publisher’s name or any of its trademarks without the prior written consent of the Publisher. Neither party will make any statement (whether oral or in writing) in any press release, external advertising, marketing or promotion materials regarding the other party or its service.

 

  1. Additional Purchases of Advertisement

 

21.1. The terms and conditions contained herein govern all advertising sold by Publisher. Advertiser may purchase additional print and or online advertisements by the issuance and acceptance of one or more additional Orders, and each such additional advertisement shall be governed by the Order as if these terms and conditions were recited at length in such additional orders.

 

  1. Errors

 

22.1. Publisher is not responsible for (1) errors in the Advertiser Information or in the Advertiser’s Content provided by the Advertiser or its representatives, (2) errors or omissions in Advertiser Information or in the information of any other person or entity provided by public sources or other printed or online directories from which Publisher may obtain Advertiser Information. Publisher is also not responsible for inadvertent and unintentional errors in the Advertising Content. Subject to the limitations set forth herein, if an error or omission in the Advertising Content or the Advertiser Information, including incorrect names, addresses, telephone numbers and other identifying information, occurs as a result of negligence of Publisher, then only the following adjustment of the amounts paid by Advertiser to Publisher for such item shall be considered, which adjustment, if any, shall be in the sole discretion of Publisher: (a) wrong main destination number – 100%, (b) wrong alternate destination number – 15%, (c) wrong address – up to 25%, (d) incorrect spelling of business name – up to 25%, and (e) incorrect spelling of a word or no proof of advertising received, or color error – no adjustment. The Publisher shall have no other liability for errors or omissions in the Advertising Content or the Advertiser Information, except as stated herein. Adjustments shall not be allowed on Advertisements for which no change was made. Advertiser shall notify Publisher within (1) month after publication of any claim for credit Advertiser is asserting under this Section. Adjustments will not be allowed after such (1) month period.

 

  1. POLICIES

 

23.1. PUBLISHER RESERVES THE RIGHT TO ESTABLISH AND REVISE ITS STANDARDS, POLICIES, PRACTICES, SPECIFICATIONS AND TECHNICAL REQUIREMENTS AND SCHEDULES WITH RESPECT TO ANY AND ALL OF ITS DIRECTORIES, ONLINE DIRECTORIES, AFFILIATES, ADVERTISING PRODUCTS AND SERVICES, INCLUDING BUT NOT LIMITED TO NAMES, HEADINGS, LISTINGS, CATEGORIES, NAVIGATION AND OPERATIONS SYSTEMS, INDICES, MAPS, DIRECTIONS, LINKS, SCOPE, SIZE, DISTRIBUTION, LIFECYCLE AND PRICING (COLLECTIVELY REFERRED HEREIN AS “PUBLISHER POLICIES”), ALL ADVERTISING SHALL COMPLY WITH PUBLISHER POLICIES AS DETERMINED IN PUBLISHER’S JUDGEMENT; AND A CHANGE IN PUBLISHER POLICIES SHALL NOT ENTITLE ADVERTISER TO A REDUCTION IN PRICE. PUBLISHER RESERVES THE RIGHT TO CHANGE, REVISE AND UPDATE TERMS AND CONDITIONS ADVERTISING SERVICES AND LEAD GENERATION MEMBERSHIP HEREIN AT ANY TIME AND WITHOUT NOTICE. FOR A COMPLETE AND UPDATED VERSION OF PUBLISHER POLICIES PLEASE VISIT OUR WEBSITE.

 

  1. LIMITATION OF LIABILITY

 

24.1. PUBLISHER DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. ADVERTISER ACKNOWLEDGES THAT: (A) THIS IS A COMMERCIAL TRANSACTION: (B) ALTERNATIVE AND COMPETING ADVERTISING MEDIA ARE AVAILABLE:  AND (C) OCCASSIONAL DISPUTES RELATED TO THE ADVERTISING OR TO THE PUBLICATION OR DISTRIBUTION THEREOF MAY ARISE AND ANY POTENTIAL HARM THEREFROM IS SPECULATIVE. THEREFORE, IN NO EVENT SHALL PUBLISHER BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY OF ANY KIND WHATSOEVER (INCLUDING BUT NOT LIMITED TO LOST PROFITS OR GOODWILL) WHETHER IN CONTRACT, TORT OR OTHERWISE: AND ADVERTISER HEREBY KNOWINGLY AND EXPRESSLY WAIVES THE SAME. THIS LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. PUBLISHER’S LIABILITY IN THE CASE OF ANY ADVERTISING OR OTHER DISPUTE OF WHATEVER NATURE SHALL NOT EXCEED THE AMOUNT ADVERTISER PAID FOR THE ADVERTISING AT ISSUE. IF, FOR ANY REASON, PUBLISHER ELECTS NOT TO PUBLISH OR FAILS TO PUBLISH ANY ADVERTISING, PUBLISHER’S LIABILITY AND ADVERTISER’S REMEDY SHALL BE LIMITED TO A REFUND OF ANY PAYMENT(S) ACTUALLY MADE TO PUBLISHER BY ADVERTISER FOR SUCH ADVERTISING. IN THE EVENT THAT THE DISPUTE IS BASED ON AN ERROR, OMISSION OR MALFUNCTION IN AN AD, THEN ADVERTISER’S REMEDY SHALL BE LIMITED TO A) THE PERCENTAGES SHOWN IN ITEM 22 OR IF THE SITUATION DOES NOT FALL WITHIN THESE DESCRIPTIONS, B) A PRO-RATA REDUCTION OR REFUND OF THE CHARGES FOR THE AD IN THE SAME PROPORTION THAT THE ERROR, OMISSION OR MALFUNCTION REDUCES, IF AT ALL, THE VALUE OF THE AD TO THE ADVERTISER. THE REMEDIES SET FORTH IN THIS PARAGRAPH SHALL BE ADVERTISER’S SOLE AND EXCLUSIVE REMEDIES.

 

  1. No Guarantee of Success

 

25.1. Advertiser acknowledges that Publisher makes no representation, warranty or guarantee, expressed or implied, with regard to the success, derived benefits, or responses that Advertiser may have associated with the publication of the Advertisement. We do not represent warranty or guarantee, expressed or implied, that any clicks or paid performance insertion (1) will be from potential customers for you and or (2) will be of any benefit or value to you. You acknowledge that the clicks or paid performance insertion may be: from adult sites, from adult-sounding URLs, from sites potentially offensive to you, the result of prohibited or improper purposes, and the result of spiders, robots and other automated or mechanical means. We will send or make available periodic reports from us or Distribution Sites regarding the number of Actions we deliver. You agree that such reports and the counts contained therein shall be the conclusive, definitive measurements of our performance, and that they shall determine your related obligations for all purposes of this Agreement. No other measurements or usage statistics from any source whatsoever shall be accepted by us or have any applicability to our obligations or your rights under this Agreement.

 

  1. Exclusive Remedies

 

26.1. VIOX Digital and its licensees are not responsible for typographical errors or the performance of any Advertiser or Customer. If we breach our obligation hereunder to fulfill any Advertising Services and or Lead Generation Membership Product or breach any other obligation hereunder, we will make commercially reasonable efforts to fulfill such Advertising Services and or Lead Generation Membership Product or Services at a later date on the same or substitute site or internet search engine or otherwise reasonably to cure such breach. UNLESS OUTLINED IN SECTION 22.1. OF THIS AGREEMENT, THE FOREGOING CONSTITUTES OUR SOLE OBLIGATION AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY BREACH BY US OF THIS AGREEMENT (EITHER DIRECTLY OR THROUGH A FAILURE OF PERFORMANCE BY ANY DISTRIBUTION SITE).

 

  1. Attorney Fees

 

27.1. Advertiser shall pay to Publisher all of the Publisher’s reasonable attorneys’ fees, costs and expenses (together with reasonable appellate counsel’s fees and costs, if any) incurred by Publisher in any action against Advertiser to enforce or interpret any term hereof, to rescind this Agreement, to prosecute any breach by Advertiser of any of the terms hereof, to recover any payment obligations of Advertiser hereunder, or to defend any claims by any third party relating to the Advertisement, including claims for infringement of copyright, trademark, trade name or for tortuous interference.

 

  1. Governing Law, Jurisdiction

 

28.1. Publisher and Advertiser agree that the laws of the State of New Jersey shall govern the Agreement and any dispute hereunder, without giving effect to any conflict of law provisions. Any action or proceeding brought by either party under this Agreement shall be brought in a state or federal court having jurisdiction for Ocean County, State of New Jersey. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New Jersey applicable to contracts entered into and performed in New Jersey by residents thereof or any other state or jurisdiction. Any action or proceeding brought by you under or relating to this Agreement shall be brought in a state or federal court located in the City of Toms River, State of New Jersey, and you hereby irrevocably submit to the personal jurisdiction of and irrevocably consent to venue in such courts for purposes of any such action or proceeding. Any claim against us arising from this Agreement shall be adjudicated on an individual basis, and shall not be consolidated in any proceeding with any claim or controversy by any other party.

 

  1. Force Majeure

 

29.1. Advertiser acknowledges and agrees that the Publisher shall not be in breach of its obligations under this Agreement, and shall not be liable, in the event that, for cause or causes beyond its control, Publisher is unable to perform, in whole or in part, any one or more of its obligations under this Agreement. In no event shall we or any Distribution Site have liability or be deemed to be in breach hereof for any failure or delay of performance resulting from any acts of God, governmental action, fire, flood, insurrection, earthquake, power failure, virus or network failure, riot, explosion, embargo, strikes (whether legal or illegal), terrorist act, labor or material shortage, transportation interruption of any kind or work slowdown or any other condition not reasonably within our control. Your payment obligations shall continue during any event of force majeure.

 

  1. Entire Agreement

 

30.1. This Agreement constitutes the entire agreement between you and us with respect to the subject matter of this Agreement and supersedes all prior written and all prior or contemporaneous oral communications regarding such subject matter. Accordingly, you should not rely on any representations or warranties that are not expressly set forth in this Agreement. If any provision or provisions of this Agreement shall be held to be invalid, illegal, unenforceable or in conflict with the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. Except as provided in Section 1, this Agreement may not be modified except by writing signed by you and us; provided, however, we may change these Ts&Cs from time to time, with or without notice, and such revised terms and conditions shall be effective with respect to any Advertising Service and or Lead Generation Membership Products or Services ordered. Posting of such revised terms and conditions are available on our Web site.

 

  1. Modifications

 

31.1 This Agreement may not be amended, modified, or supplemented, nor may a party hereunder waive any obligations, except by written instrument signed by both parties. With or without notice, from time to time VIOX Digital may add new features to the Systems, remove existing features from the System and or Service, or otherwise modify the Services and Systems including but not limited to its functionality, look and feel, universal resource locators, distribution sites, and or software components. Posting of such revised terms and conditions are available on our Web site.

 

  1. Miscellaneous

 

32.1. If any part of this Agreement shall for any reason be declared invalid, such decision shall not affect the validity of any remaining portion, which shall remain in full force and effect. Facsimile signatures, electronic signatures and voice recorded acceptance shall have the same legal effect as original signatures. The headings in this Agreement are provided for convenience of reference only and are not to be considered in construing this Agreement. The provisions in Sections 10, 13, 15, 17, 19, 22-32 shall survive any expiration or termination of any Insertion Order relating thereto and shall survive the termination of this Agreement.

 

TERMS AND CONDITIONS ADVERTISING SERVICES AND LEAD GENERATION MEMBERSHIP

 

  1. Scope. Upon accepting and or signing this Agreement and or Insertion Order, the Customer acknowledges that he or she has read this contract, and according to the TERMS AND CONDITIONS ADVERTISING SERVICES AND LEAD GENERATION MEMBERSHIP herein, has not relied upon any promise, statement or representation other than contained herein and hereby acknowledges acceptance of all Terms and Conditions and or receipt of a copy of this Agreement and or Insertion Order. VIOX Digital and or its licensees, allows our Customers to benefit from value added services such as Target Localeads, telephone area code phone call redirect, SEO or Search Engine Optimization both paid and organic (natural), SEM or Search Engine Marketing, Re-marketing, Display Advertising, Printed Publications, Digital Text Messaging, Web site or Proxy Web site including but not limited to, the use of the telephone number VIOX Digital exclusively on all media services including print, radio, television and other online, printed or digital marketing in the designated or assigned market area as outlined on the Insertion Order attached. (i) Any Display Advertising (CPM rates) including but not limited to, Remarketing, Retargeted Online Advertising Services, and or advertising placed in publication is done so using the rates in effect on issue date, regardless of previous rate quotations. If monthly or quarterly advertising is purchased it is purchased for a minimum of 750,000 page views per month with no limit on the number of page views that may be generated.
  2. Services. VIOX Digital will provide the Customer with products and services described on the Order (the “Services”). The Customer agrees to cooperate with VIOX Digital as required for VIOX Digital to provide the Services.
  3. Equipment. The Customer is solely responsible for obtaining all computer equipment and connections required to access and use the Systems and the Services. VIOX Digital will not be responsible for the workings or failures of the Customers computer equipment, network, and software or Internet access.
  4. Term. The term of this Agreement commences on the date of execution by you (either in writing or by electronic signature, including recorded oral acceptance of this Agreement of an Order presented by us and shall (subject to our right hereunder to terminate or suspend our performance or remove Advertising Service and or Lead Generation Membership Products or Services under circumstances specified in this Agreement) continue until we have fulfilled the Advertising Service and or Lead Generation Membership Products or Services specified in the Order for the Initial Term specified in the Order. Unless otherwise provided in the Order and except as provided below in these Ts&Cs, upon expiration of the Initial Term, the term of this Agreement shall automatically renew for a “Renewal Term” unless you or we notify the other of its intent not to renew at least thirty days before expiration of the Initial Term. All services provided during the Renewal Term will be subject to the then-current Terms and Conditions, pricing and other terms for Print, Online, Digital, Texting or Internet Advertising, Advertising Service and or Lead Generation Membership Products or Services available on our Web site (such then current Ts&Cs being referred to herein as this Agreement). The Renewal Term will continue from expiration of the Initial Term until termination pursuant to this Agreement. Unless otherwise provided in the Order, either you or we may terminate the Renewal Term, with or without cause, upon thirty days’ prior written notice to the other. Neither of us may terminate this Agreement during the Initial Term, provided that we may terminate this Agreement at any time upon notice to you if you breach this Agreement. If you choose to have your Advertising Service and or Lead Generation Membership Products or Services removed from any site and/or our services discontinued prior to the end of the Initial Term or Renewal Term, as the case may be, you shall notify us in writing and the unpaid balance for the entire Initial Term or Renewal Term will become immediately due and owing.
  5. Termination by Customer. THE CUSTOMER MAY CANCEL THIS ORDER BY PROVIDING WRITTEN NOTICE TO VIOX DIGITAL CORPORATE OFFICE AT ANY TIME PRIOR TO MIDNITE OF THE THIRD DAY AFTER THE DATE THE CUSTOMER SIGNED THE ORDER. Disconnection of the customer’s phone, discontinuation of the Customer’s business, or sale of the customer business does not constitute termination of the order. Customer agrees to honor all advertised coupons and or offers purchased for the length of the term agreed upon by the Customer and VIOX Digital. As published, printed, mechanically and or electronically and distributed under the terms of this contract. VIOX Digital reserves the right to extend coupon or offer expiration date termination (if necessary) without prior notice. Delivery date of printed materials will begin no later than 8 weeks from last order written. No other starting date is guaranteed or implied. IO may be cancelled without cause with 72 hour notice. Any Online Advertising that is cancelled within the time limit including but not limited to Display Advertising (CPM rates), Remarketing, Retargeted Online Advertising Services, and or advertising placed in publication that is cancelled within the time limit will be charged the CPM rate for view held to the nearest 100,000 impressions.
  6. Third Parties. You represent and acknowledge that you are entering into this Agreement to obtain the Advertising Service and or Lead Generation Membership Products or Services for your own benefit and not for the benefit or on behalf of any third party, including, but not limited to, any of your shareholders, partners, owners, employees, agents or affiliates. However, each of our distribution or fulfillment vendors or internet search engines on which we place your advertising (each, a “Distribution Site” or “Distribution Location”) is an intended third-party beneficiary of your obligations hereunder that relate to Advertising Service and or Lead Generation Membership Products or Services and may independently enforce each obligation directly against you. If the distribution location is unavailable at the time of shipment of Advertising Service and or Lead Generation Membership Products or Services, Printed Publication, or should the distribution location close for any reason, VIOX Digital reserves the right to relocate and distribute the Advertising Service and or Printed Publication at the nearest available location; or, in the alternative and at VIOX Digital discretion, rescind this Agreement and or refund any monies paid by the Customer on a pro rata basis excluding any and all expense relating to the creation or development of Advertising Service and or Lead Generation Membership Products or Services.
  7. Rates and Payment. Unless otherwise provided in the Order, we will bill you during our first applicable billing cycle after we fulfill your order for Advertising Service and or Lead Generation Membership Products or Services and will continue to bill you during each applicable billing cycle thereafter during the term of this Agreement. The billing cycle will be weekly, Bi-weekly or thirty (30) days unless otherwise provided in the Order. We will bill you for Advertising Service and or Lead Generation Membership Products or Services for which no rate is specified in the Order at our standard rates for such Advertising Service and or Lead Generation Membership Products or Services at the time that we provide such Advertising Service and or Lead Generation Membership Products or Services. Any rates specified in the Order will apply during the Initial Term only. Unless you or we terminate this Agreement at the end of the Initial Term, you will be invoiced for each billing cycle of the Renewal Term at our standard rates during such billing cycle for such Advertising Service and or Lead Generation Membership Products or Services. Such standard rates may be higher than the rates set forth on the Order. Payments are due on the due date specified on the invoice or, if no payment date is specified, then thirty days after the date of the invoice. We may remove, or (in the case of Advertising Service and or Lead Generation Membership Products or Services placed on Distribution Sites) cause to be removed, your Advertising Service and or Lead Generation Membership Products or Services and suspend our services hereunder if payment is not received by the due date. Your prompt payment is required or we may suspend our services hereunder if payment is not received by the due date. Your prompt payment of any costs that we incur to suspend services or remove or cause removal of Advertising Service and or Lead Generation Membership Products or Services, or to resume services or replace or cause replacement of Advertising Service and or Lead Generation Membership Products or Services, will be a condition to our resumption of services and the replacement of Advertising Service and or Lead Generation Membership Products or Services. You acknowledge that no such suspension or removal will extend the term of this Agreement and, therefore, that it will reduce the aggregate time that we fulfill your order. We may charge late payment fees that will accrue at our then-current standard rates or, if lower, the maximum rate permitted under applicable law. You agree to pay any attorneys’ fees and costs that our agents or we incur in collecting any unpaid amount. You will pay any sales, use or other local, state, federal, foreign or other taxes or governmental fees arising out of or in connection with this Agreement, other than taxes based on our net income. There will be a $25.00 charge added for any dishonored payment.
  8. Credit. Customer authorizes VIOX Digital to obtain initial and periodic commercial and or personal credit investigative report regarding Advertising Service and or Lead Generation Membership Products or Services as necessary or desirable in making a decision whether to extend credit to Customer from time to time. Extension of credit and approval for any payment program is contingent upon the results of the credit investigation being satisfactory to VIOX Digital, in its sole discretion. VIOX Digital may require advanced payment in full to the provision of Services.
  9. Denial of Credit. If your application for business credit is denied, you have the right to a written statement of the specific reasons for the denial. To obtain the statement, you must contact us within 60 days from the date you are notified of our decision and we will send you a written statement of reasons for the denial within 30 days of receiving your request for the statement. Notice: The Federal Equal Credit Opportunity Act prohibits creditors from discriminating against credit applicants on the basis of race, color, religion, national origin, sex, marital status, age (provided the applicant has the capacity to enter into a binding contract); because all or part of the applicant’s income derives from any public assistance program; or because the applicant has in good faith exercised any right under the Consumer Credit Protection Act. The federal agency that administers compliance with this law concerning this creditor is Federal Trade Commission, Equal Credit Opportunity, Washington, DC 20510.
  10. Delinquent Accounts. Publisher may, in its sole discretion, apply all of the Customers payments to the oldest charges due in the Customer’s account. If Customer defaults in paying any charge when due, Publisher may declare all charges under the Order and any other agreements with the Customer to be immediately due and payable. If Publisher sends a Customer’s account to a collection agency, the Customer will pay Publisher reasonable attorney fees, court cost and service cost, in addition to the outstanding amounts due. If an account becomes delinquent, discounts and special promotions will be considered voided and the full published rates for all Services in the Order will replace the rates shown on the Order. If the Customer fails to make any payment when due, Publisher may declare the entire balance owed by the Customer to Publisher under this, or any other, agreement between Publisher and Customer immediately due and payable. If the Customer is in default, Publisher may charge the delinquent balance to the Customer’s checking or credit card account on file and or associated with Customer account.
  11. Custom Domain Registration / Ownership of Work Product / Market Area Terminating Telephone Number. Customer has exclusive right to all telephone calls from designated geography or assigned area code(s) and switching station located in areas as specified on the insertion order, unless participating in shared Lead Generation Membership Service. All calls from the specified telephone area code(s) will be redirected to the terminating telephone number as specified on page one of the insertion order. You are responsible for any and all taxes, fees, dues and interruptions of service to the terminating telephone number for any reason during the length of this contract. You are required to maintain terminating telephone number service at all times during the length of this contract. We reserve the right to redirect or reassign designated terminating telephone number should this contract be breached by you in any way or fail to maintain telephone service to the designated terminating telephone number as specified on page one of the insertion order. In the event that your terminating telephone number becomes unavailable, you can request a new telephone terminating number to be assigned to the designated area code(s) on request by contacting (888) 786-0777 Monday through Friday 9:00 AM to 5:00 PM EST. If the Advertising Service and or Lead Generation Membership Products or Services you have ordered involve the hosting or operation of a Web site or proxy Web site, the Universal Resource Locator (“URL”) therefore must be registered in Publisher name with a domain registrar of our choosing so we may manage the domain while we host or operate the Web site. If You do not have a URL, Publisher will procure a URL and will pay the applicable domain name registration fees to the registrar and maintain ownership. Publisher cannot guarantee that any URLs and or domain names you request for your Web site will be available for your use. If none of the requested URLs are available, Publisher will contact you and request alternatives. If You already own the registration for the desired URL, You must transfer the URL to us with a domain registrar of our choosing. If the URL cannot be transferred or You fail to undertake the action we request to cause the transfer, then, in Publisher discretion, Publisher may (but are not obligated to) choose a URL or domain name on your behalf. Upon termination of this Agreement or in the event you are in breach of this Agreement, any Web sites hosted or operated under this Agreement may be disabled, in our sole discretion. Publisher will invoice You for all fees payable in connection with the transfer to You of any URL registered in Publisher name that is related to your Web site if you notify us in writing within thirty (30) days after termination or expiration of this Agreement that you desire such transfer. We will then promptly transfer such URL to you if you timely pay such invoice. If you fail to notify us that you desire such transfer within such thirty (30) day period or fail timely to pay such invoice, then you waive all rights in or with respect to such URL, and you acknowledge that we may allow the registration for such URL to lapse, may retain and use such URL, or may transfer such URL to a third party, without restriction.
  12. Performance Based Advertising Products. We or our vendor will fulfill your performance based Advertising Service and or Lead Generation Membership Products or Services including, but not limited to, either paid or organic (natural) SEO or Search Engine Optimization, SEM, Search Engine Marketing, Website, Proxy Website, Telecommunications, Text or Instant Messaging, Landing or Connection Page, Display Advertising or Printed Publications and all Advertising Services or Media. For SEO internet search engines determined by us, which may include affiliated or syndicated search engine network partners, will provide the contracted number of clicks or performance paid insertion. We may change search engines from time to time in our sole discretion. You agree that all placements on search engines shall conclusively be deemed to have been approved by you. We or our vendor licensees will continue to fulfill your Advertising Service and or Lead Generation Membership Products or Services for the contracted number of clicks or performance paid insertion, calls, search or other actions (an “Action”) or until your budget is exhausted. If the applicable number of Actions has not been delivered or disputed Actions have been credited by us in our sole discretion or your budget has not been exhausted during the Initial Term, we will continue to fulfill your Advertising Service and or Lead Generation Membership Products or Services at no additional charge until the applicable number of Actions has been delivered or your budget has been exhausted. Although we will invoice you in twelve installments for the contract amount, we do not guarantee that the Actions will be fulfilled within that timeframe or otherwise during the term of this Agreement. We cannot provide you with (1) the names of the search engines and or search engine networks to which your Advertising Service and or Lead Generation Membership Products or Services will be submitted and or (2) the URL and IP address from which clicks or other Actions are made. Our only obligation is that the number of Actions identified in the Order will be provided. We do not guarantee that any clicks or paid performance insertion (1) will be from potential customers for you and or (2) will be of any benefit or value to you. You acknowledge that the clicks or paid performance insertion may be: from adult sites, from adult-sounding URLs, from sites potentially offensive to you, the result of prohibited or improper purposes, and the result of spiders, robots and other automated or mechanical means. We will send or make available periodic reports from us or Distribution Sites regarding the number of Actions we deliver. You agree that such reports and the counts contained therein shall be the conclusive, definitive measurements of our performance, and that they shall determine your related obligations for all purposes of this Agreement. No other measurements or usage statistics from any source whatsoever shall be accepted by us or have any applicability to our obligations or your rights under this Agreement. Notwithstanding anything to the contrary in Section 2 of these Ts&Cs, upon fulfillment of your performance based Advertising Service and or Lead Generation Membership Products or Services, we will terminate your performance based program unless you and we agree to renew it. If you cancel your performance based Advertising Service and or Lead Generation Membership Products or Services or disable your Web site, terminating telephone number or otherwise impair our ability to complete the Actions, we will invoice you for the remaining months of the Initial Term or retain the amount of any remaining budget as an early termination charge. We have no liability for any Actions you dispute. However, in our sole discretion, we may issue you a credit for additional Actions to be delivered.
  13. Prohibitions, Content and Intellectual Property Rights. The transmission of any unsolicited commercial e-mail messages through our services is strictly prohibited without the prior consent of the recipient. You acknowledge that neither we nor the Distribution Sites generate the content upon a site where your Advertising Service and or Lead Generation Membership Products or Services may be fulfilled and that neither we nor the Distribution Sites are responsible for such content. You acknowledge that it is not possible to avoid placing your Advertisement Services and/or Lead Generation Membership Products on web sites that display adult content, have adult-oriented domain names, or that are primarily intended as gambling sites, you acknowledge that it is not possible to avoid all such placements, and that we shall in no event have any liability to you of any type or nature as a result of any such placement or any other such placement that may be offensive to you. We or any Distribution Site may refuse, remove and or terminate Advertising Service and or Lead Generation Membership Products or Services and our services due to any content that we or a Distribution Site deem for any reason (a) may subject us, a Distribution Site or another party to liability, (b) includes obscene, profane, sexual, violent or other inappropriate content, or (c) is otherwise unacceptable in our or the Distribution Site’s sole discretion; provided that we have no obligation to review your Advertising Service and/or Lead Generation Membership Products or Services and shall have no liability related to the content thereof. If this occurs, you will remain responsible for payment of all amounts to be invoiced for the then-current term and will not be entitled to any refund or abatement or any extension of the term of this Agreement. Furthermore, you are making the following representations and both we and each Distribution Site are relying upon them: (a) that you are authorized to advertise and display the requested business, product or service, (b) you are a business, not a consumer, (c) that the content of any advertisement is truthful and not misleading, (d) that you are in compliance with all laws and licensing requirements relating in any manner to the goods or services displayed or to your advertisement or Advertising Service and or Lead Generation Membership Products or Services, and (e) that you have the right to use and publish any requested name, address, trade name, trademark, service mark, picture, likeness, reproduction, endorsement, copyrighted or copyrightable item or other content and that such use complies with all applicable laws, license agreements and other obligations. Without limiting any of our other rights or remedies, you agree to notify us immediately in writing at any time that you discover or suspect that any of these representations is not true and correct in all respects. You assume sole responsibility for the protection of any copyrights, trademarks, service marks, trade names and other intellectual property owned wholly or partially by you or which you are authorized to use or display. If we receive notice or documentation demonstrating that another person or entity contests your right to use or display a name, trademark, service mark or other content, we may reject or discontinue the Advertising and or Lead Generation Membership Products and our services without liability to you until such time you have resolved that dispute with the other party to our satisfaction. As to any Advertising Service and Lead Generation Membership Products or Services we create for you, whether in whole or in part, and any derivative work that we create from your content, you acknowledge that we are an author and assign to us all rights in and to any independently copyrightable contribution you might have made to the advertising. You further acknowledge that we retain all right, title and interest, including the copyright, in such Advertising Service and or Lead Generation Membership Products or Services and that neither you nor we intend for such Advertising Service and or Lead Generation Membership Products or Services to constitute a joint work. You grant us a nonexclusive license during the term of this Agreement, including the right to sublicense, to copy, distribute, create derivative works based upon, publicly display, publicly perform and otherwise use any trademark, service mark, graphics, text or other content you provide to us in connection with our performance of our obligations under this Agreement. Upon termination of this Agreement, we are not obligated to return any of these works to you. Customer must contact VIOX Digital immediately in writing at any time that you discover or suspect that any of these representations is not true and correct in all respects. You assume sole responsibility for the protection of any copyrights, trademarks, service marks, trade names and other intellectual property owned wholly or partially by you or which you are authorized to use or display. If we receive notice or documentation demonstrating that another person or entity contests your right to use or display a name, trademark, service mark or other content, we may reject or discontinue the Advertising Service and or Lead Generation Membership Products or Services and our services without liability to you until such time you have resolved that dispute with the other party to our satisfaction. As to Advertising Service and or Lead Generation Membership Products or Services we create for you, whether in whole or in part, and any derivative work that we create from your content, you acknowledge that we are an author and assign to us all rights in and to any independently copyrightable contribution you might have made to the Advertising Services or Lead Generation Membership Products. You further acknowledge that we retain all right, title and interest, including the copyright, in such Advertising Service and or Lead Generation Membership Products or Services and that neither you nor we intend for such advertising to constitute a joint work. You grant us a nonexclusive license during the term of this Agreement, including the right to sublicense, to copy, distribute, create derivative works based upon, publicly display, publicly perform and otherwise use any trademark, service mark, graphics, text or other content you provide to us in connection with our performance of our obligations under this Agreement. Upon termination of this Agreement, we are not obligated to return any of these works to you.
  14. Design of Our Sites, Advertising Service and or Lead Generation Membership Products or Services, Statistics and Interruption of Our Services. We and the Distribution Sites may redesign or modify the organization, structure and or “look-and-feel” of our respective Web sites, Advertising Service and or Lead Generation Membership Products or Services, and published set of headings and directories at any time and without notice; we may discontinue or add Distribution Sites at any time in our sole discretion. Although we assign each Advertising Services or Lead Generation Membership Product an internally generated point value and or seniority date, such assignment is internal to us and does not confer any rights to you. We or any Distribution Site may position your advertisement on any page within the appropriate sites, in any position upon such page, in any sequence and in association with any classified heading, related category or keyword(s) we or any Distribution Site deems appropriate unless otherwise specifically noted in the Order. Unless expressly provided on the Order, neither any Distribution Site nor we make any representation or warranty with respect to traffic, telephone calls or usage statistics regarding Actions on our site or on any Distribution Site or the levels of impressions, cost per click, cost per call or click-through rates or the quality or conversion rate for any advertisement. An “impression” means each occurrence of a display of an advertisement for the purposes of Advertising Services and or Lead Generation Membership Products. Neither any Distribution Site nor we will have any liability to you and you will remain responsible for all moneys owed to us should there be an interruption in our Web site or any third party site or other interruption in our services hereunder for any period of time, although we may, in our sole discretion, issue credits or extend the term of this Agreement in the event of interruptions lasting several days or longer.
  15. Website Services. VIOX Digital provides domain name registration, renewal, transfer, website creation, website hosting and email hosting services (the Website Services). Customer shall confirm on the front of the Order which services it will purchase from VIOX Digital. Access to the web and email server space is terminated upon expiry of the Website Services. Website Services are provided on the basis of service, facility and equipment availability. VIOX Digital reserves the right not to provide one or more Website Services where necessary facilities, equipment or services are not available for any reason.
  16. Telephone Conversations. All telephone conversations between you the Customer and us about your advertising may be recorded and you hereby consent to such monitoring and recordation. Certain Advertising Services and Lead Generation Membership Products and Services may require telephone conversation monitoring and recordation and by signing this Agreement you hereby consent to such monitoring, tracking and recordation unless prohibited by law.
  17. Consent. VIOX Digital will collect certain information about the Customer and we may monitor the Customer’s use of the Services and the Systems. Customer consents to VIOX Digital collection, use and disclosure of the Customer’s information for the purposes of providing the Services, communicating with customers, ensuring the Customer’s compliance with this Agreement, and collecting payment under this Agreement.
  18. Customer and User Content. Customer will provide VIOX Digital various content in connection with the Systems, Services, Domain Names and Websites (the “Customers Content”) including: (a) the Customer’s name, address, telephone number, trademarks, service marks, (b) all information, data, links and content entered into the Systems by or for the Customer, or otherwise provided to VIOX Digital and (c) other content owned and licensed by the Customer. The Customer must ensure that the Customer Content is accurate and up-to-date, and must deliver the Customer Content in accordance with the specifications and schedule established by VIOX Digital from time to time. The Customer hereby grants VIOX Digital a world-wide, non-exclusive, royalty-free, fully sub licensable license to copy, publicly display, transmit, telecommunicate, use and distribute the Customer Content including on third parties’ websites, materials and other property, and in any form or media now known and hereafter developed in any compilation, order, or format, and any revisions thereto, and in any and all languages. VIOX Digital is not responsible or liable in any manner for any Customer Content or third party applications, software or content posted on the Systems or in connection with the Services, whether posted or caused by users, by third parties or by any of the equipment or programming associated with or utilized in the System or Services. VIOX Digital does not control and is not responsible for what users post, transmit or share and is not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content the Customer may encounter in connection with any content. VIOX Digital is not responsible for the conduct, whether online or offline, of any users use of VIOX Digital services.
  19. Content Modification, etc. VIOX Digital may review, select from, revise, reject, manipulate and format the Customer Content as necessary or desirable for the normal functioning of the Systems and Services, and for any other reason including unsatisfactory technical quality, inconsistency with VIOX Digital policies, and non-compliance with the terms of this Agreement. Regardless of the extent to which VIOX Digital modifies any Customer Content, VIOX Digital will have no liability whatsoever to any third party regarding the Customer Content and the Customer will be solely liable for that content. The Customer is solely responsible for protecting the Customer Content and all intellectual property in the Customer Content.
  20. Trademarks. The Customer hereby grants VIOX Digital a world-wide, non-exclusive, royalty-free, license to use the Customer trademark(s) and copyright(s) in the design element of those trademark(s) and or copyright(s) collectively known as “Customer Marks” solely for the purposes of providing the Services. Customer must not use VIOX Digital name, logo, copyright and or trademark without prior written permission or consent.
  21. Passwords. The Customer and its employees must take reasonable measures to maintain the confidentiality and security of all user names and passwords issued to the Customer and its employees. The Customer must immediately notify VIOX Digital in writing if the Customer becomes aware of any unauthorized use of any user name, password or any other security breach regarding the Systems. The Customer will be solely responsible for all activities conducted under the Customer’s and its employee user names and passwords.
  22. Additional Services. Customer may purchase additional Services by the issuance and acceptance of one or more additional Orders, and each of the additional Services will be governed by the Orders, as if these terms and conditions were recited at length in those Orders.
  23. Modifications. This Agreement may not be amended, modified, or supplemented, nor may a party hereunder waive any obligations, except by written instrument signed by both parties. With or without notice, from time to time VIOX Digital may add new features to the Systems, remove existing features from the System and or Service, or otherwise modify the Services and Systems including but not limited to its functionality, look and feel, universal resource locators, distribution sites, and or software components. Posting of such revised terms and conditions are available on our Web site.
  24. Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THE ORDER, NEITHER WE NOR ANY DISTRIBUTION SITE MAKES ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES TO YOU OF ANY KIND, EITHER EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT OR OTHER WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE), REGARDING THE FUNCTIONALITY, PERFORMANCE OR RESULTS OF THE ADVERTISEMENTS OR ADVERTISING AND OR LEAD GENERATION MEMBERSHIP OR OTHER PRODUCTS AND SERVICES, LINKED SITES, ANY SITE WE MAY CREATE FOR YOU, OR OTHERWISE UNDER OR RELATED TO THIS AGREEMENT.
  25. Restrictions. The Customer must not, without VIOX Digital prior written consent: (a) modify, obscure or otherwise edit any Data or any copyright or other notices which appear on the Systems or the Data; (b) reverse engineer, de-compile, hack, disable, disrupt, interfere with, disassemble, copy, decrypt, reassemble, supplement, translate, adapt or enhance any of the Data or Systems; (c) upload or transmit to the Systems anything that (if reproduced, published, transmitted or used) may: (i) be defamatory, threatening, abusive, obscene, pornographic, harmful or invasive of anyone’s privacy, (ii) violate any law including intellectual property, privacy or other laws, or (iii) give rise to civil or other liability; (d) upload or transmit to the Systems any data, file or software that contains a virus, Trojan horse, worm or other harmful component; (e) use the Services in a manner which consumes excessive amounts of memory, CPU or bandwidth usage, (f) use any of the Data or the Systems for spamming, bulk message transmission, or other prohibited activities: (g) rent, lease or transfer any rights in – or permit any third party to use or access – any of the Data or the Systems; or (h) avoid, circumvent, or disable any access control technology, security device, procedure, protocol or technological protection mechanism that may be included or established in any of the Data or the Systems. In addition to any other available remedies VIOX Digital may suspend or terminate the Customer’s access to the Systems upon breach of any of the above obligations.
  26. Assignment. You may not resell, assign, transfer or delegate any of your rights, duties or obligations without our prior written consent, which we may grant or withhold in the exercise of our absolute and sole discretion; in the event we give such consent, the assignee must, without any reservation, assume all of your rights, duties and obligations. Any attempt to resell, assign, transfer or delegate such rights, duties or obligations without our prior written consent shall constitute a breach of this Agreement and shall be of no force or effect. We shall have the right to subcontract performance of our obligations hereunder or to assign to or otherwise transfer this Agreement or any of our rights, obligations or duties hereunder to any person or entity at any time.
  27. Notices. All of our notices, demands and other communications must be in writing and will be deemed to have been given (a) if mailed by certified mail, postage prepaid, (b) if delivered by overnight courier, (c) if sent by facsimile transmission and such transmission is confirmed as received, or (d) if sent by electronic mail, and such message is confirmed as received, in each case to the address, fax number or email address specified on the Order for the recipient of such notice. All of your notices, demands and other communications must be in writing and will be deemed to have been given (a) if mailed by certified mail, postage prepaid or if delivered by overnight courier, to our address as shown on our Web site.

Our postal address is:

VIOX Digital

PO Box 71 Beachwood, New Jersey 08722

Phone: 1-888-786-0777

  1. Liability. NEITHER WE NOR ANY DISTRIBUTION SITE NOR ANY OF OUR OTHER VENDORS SHALL HAVE ANY LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE ADVERTISING SERVICES AND LEAD GENERATION MEMBERSHIP PRODUCTS OR SERVICE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES RELATING TO LOSS OF PROFIT, LOSS OF INCOME OR REVENUE, LOSS OF GOODWILL, THE REJECTION OR REMOVAL OF ANY ADVERTISING CONTENT, ANY DELAY IN DISPLAYING OR OUR FAILURE TO DISPLAY CONTENT, OR OUR FAILURE TO PERFORM SERVICES. WITHOUT LIMITING THE PROVISIONS OF SECTION 13, IN NO EVENT SHALL OUR LIABILITY FOR MONETARY DAMAGES EXCEED THE AMOUNT YOU HAVE ACTUALLY PAID TO US FOR THE ADVERTISING AND OR LEAD GENERATION MEMBERSHIP PRODUCTS OR OTHER SERVICES WITH RESPECT TO WHICH SUCH LIABILITY AROSE. You acknowledge and agree that the provisions of this Agreement that limit liability, disclaim warranties, or exclude consequential damages or other damages or remedies are essential terms of this Agreement and are fundamental to the parties’ understanding regarding allocation of risk. Accordingly, such provisions shall be severable and independent of any other provisions of this Agreement and shall be enforced regardless of any breach hereof or other occurrence or condition relating in any way to this Agreement or the Advertising Service and/or Lead Generation Membership Products or Services. Without limiting the generality of the foregoing, YOU AGREE THAT ALL LIMITATIONS OF LIABILITY, DISCLAIMERS OF WARRANTIES, AND EXCLUSIONS OF CONSEQUENTIAL DAMAGES OR OTHER DAMAGES OR REMEDIES SHALL REMAIN FULLY VALID, EFFECTIVE AND ENFORCEABLE IN ACCORDANCE WITH THEIR RESPECTIVE TERMS, EVEN UNDER CIRCUMSTANCES THAT CAUSE ANY EXCLUSIVE REMEDY UNDER THIS AGREEMENT TO FAIL OF ITS ESSENTIAL PURPOSE. The limitations contained in this Section 13 apply regardless of the form of action, including actions in contract, tort (including negligence), and strict liability.
  2. Exclusive Remedies. VIOX Digital and its licensees are not responsible for typographical errors or the performance of any Advertiser or Customer. If we breach our obligation hereunder to fulfill any Advertising Services and or Lead Generation Membership Product or Services or breach of any other obligation hereunder, we will make commercially reasonable efforts to fulfill such Advertising Services and or Lead Generation Membership Product or Services at a later date on the same or substitute site or internet search engine or otherwise reasonably to cure such breach. UNLESS OUTLINED IN SECTION 22.1. OF THIS AGREEMENT, THE FOREGOING CONSTITUTES OUR SOLE OBLIGATION AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY BREACH BY US OF THIS AGREEMENT (EITHER DIRECTLY OR THROUGH A FAILURE OF PERFORMANCE BY ANY DISTRIBUTION SITE).
  3. Force Majeure. Advertiser acknowledges and agrees that the Publisher shall not be in breach of its obligations under this Agreement, and shall not be liable, in the event that, for cause or causes beyond its control, Publisher is unable to perform, in whole or in part, any one or more of its obligations under this Agreement. In no event shall we or any Distribution Site have liability or be deemed to be in breach hereof for any failure or delay of performance resulting from any acts of God, governmental action, fire, flood, insurrection, earthquake, power failure, virus or network failure, riot, explosion, embargo, strikes (whether legal or illegal), terrorist act, labor or material shortage, transportation interruption of any kind or work slowdown or any other condition not reasonably within our control. Your payment obligations shall continue during any event of force majeure.
  4. Indemnification. You agree to indemnify us and the Distribution Sites and hold us and the Distribution Site harmless from and with respect to any claims, actions, liabilities, losses, expenses, damages and costs (including, without limitation, actual attorneys’ fees) that may at any time be incurred by us or them arising out of or in connection with this Agreement or any Advertising Services and or Lead Generation Membership Products or Services you request, including, without limitation, any claims, suits or proceedings for defamation or libel, violation of right of privacy or publicity, criminal investigations, infringement of intellectual property, false or deceptive advertising or sales practices and any virus, contaminating or destructive features.
  5. Applicable Law. Publisher and Advertiser agree that the laws of the State of New Jersey shall govern the Agreement and any dispute hereunder, without giving effect to any conflict of law provisions. Any action or proceeding brought by either party under this Agreement shall be brought in a state or federal court having jurisdiction for Ocean County, State of New Jersey. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New Jersey applicable to contracts entered into and performed in New Jersey by residents thereof or any other state or jurisdiction. Any action or proceeding brought by you under or relating to this Agreement shall be brought in a state or federal court located in the City of Toms River, State of New Jersey, and you hereby irrevocably submit to the personal jurisdiction of and irrevocably consent to venue in such courts for purposes of any such action or proceeding. Any claim against us arising from this Agreement shall be adjudicated on an individual basis, and shall not be consolidated in any proceeding with any claim or controversy by any other party.
  6. Entire Agreement. This Agreement constitutes the entire agreement between you and us with respect to the subject matter of this Agreement and supersedes all prior written and all prior or contemporaneous oral communications regarding such subject matter. Accordingly, you should not rely on any representations or warranties that are not expressly set forth in this Agreement. If any provision or provisions of this Agreement shall be held to be invalid, illegal, unenforceable or in conflict with the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. Except as provided in Section 1, this Agreement may not be modified except by writing signed by you and us; provided, however, we may change these Ts&Cs from time to time, with or without notice, and such revised terms and conditions shall be effective with respect to any Advertising Service and or Lead Generation Membership Products or Services ordered. Posting of such revised terms and conditions are available on our Web site.

 

Copyright Notice You acknowledge that all content included on this Site, including, without limitation, the information, data, software, photographs, graphs, typefaces, graphics, images, illustrations, maps, designs, icons, written and other material and compilations (collectively, “Content”) are intellectual property and copyrighted works of VIOX Digital and or various third-party providers (“Providers”). Reproductions or storage of Content retrieved from this Site, in all forms, media and technologies now existing or hereafter developed, is subject to the U.S. Copyright Act of 1976, Title 17 of the United States Code.

 

Corporate Identification and Trademarks

 

VIOX Digital and or any and all other marks appearing on this Site are trademarks of ytext.me in the United States and other jurisdictions (“Trademarks”). You may not use, copy, reproduce, republish, upload, post, transmit distribute or modify the Trademarks in any way, including in advertising or publicity pertaining to distribution of materials on this Site, without ytext.me prior written consent. The use of Trademarks on any other website or network computer environment is prohibited. VIOX Digital prohibits the use of Trademarks as a “hot” link on, or to, any other website unless establishment of such a link is pre-approved by VIOX Digital in writing.

 

User Conduct

 

You are solely responsible for the content and context of any materials you post or submit through the Site. You warrant and agree that while using the Site, you shall not upload, post, transmit, distribute or otherwise publish through the Site any materials which: (a) are unlawful, threatening, harassing or profane; (b) restrict or inhibit any other user from using or enjoying the Site; (c) constitute or encourage conduct that would constitute a criminal offense or give rise to civil liability; or (d) contain a virus or other harmful component, advertising of any kind, or false or misleading indications or origin or statements of fact.

 

Use Restriction

 

You may only use this Site to make legitimate requests to purchase the products or services offered (each, a “Request”), and shall not use this Site to make any speculative, false or fraudulent Requests. You may not use robots or other automated means to access this Site, unless specifically permitted by VIOX Digital. You represent that you are of sufficient legal age to create binding legal obligations for any liability you may incur as a result of your use of this Site.

 

You agree to promptly update your membership information (if applicable) in order to keep it current, complete and accurate.

 

It is a violation of law to place a Request in a false name or with an invalid credit card. Please be aware that even if you do not give us your real name, your Web browser transmits a unique Internet address to us that can be used by law enforcement officials to identify you. Fraudulent users may be prosecuted to the fullest extent of the law.

 

Permission is granted to electronically copy and print in hard-copy portions of this Site for the sole purpose of using this Site as a shopping resource. Any other use of materials or Content on this Site, including reproduction for a purpose other than that noted above without VIOX Digital prior written consent is prohibited.

 

Password

 

You are solely responsible for protecting the confidentiality of your password and may not disclose your password to any other person. In the event that an unauthorized user gains access to the password-protected area of the Site as a result of your acts or omissions, you agree that you shall be liable for any such unauthorized use.

 

Privacy

 

You confirm that you have read, understood and agree to the VIOX Digital Privacy Policy, the terms of which are incorporated herein, and agree that the terms of such policy are reasonable and satisfactory to you. You consent to the use of your personal information by VIOX Digital, its third-party providers, and or distributors in accordance with the terms of and for the purposes set forth in the ytext.me Privacy Policy. If you are not a resident of the United States, please note that the personal information you submit to the Site will be transferred to the United States and processed by VIOX Digital in order to provide this Site and its services to you, or for such other purposes (as set forth in the Privacy Policy).

 

DISCLAIMER OF WARRANTIES

 

THE SITE, INCLUDING ALL CONTENT, FUNCTIONS, AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THE SITE, IS PROVIDED ON AN “AS IS” “AS AVAILABLE” BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. VIOX DIGITAL DOES NOT WARRANT THAT THE SITE OR THE FUNCTIONS, FEATURES OR CONTENT CONTAINED THEREIN WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO CERTAIN USERS.

 

LIMITATION OF LIABILITY

 

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL VIOX DIGITAL AND OR ITS LICENSEES – INCLUDING ITS OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, SUCCESSORS, ASSIGNS OR AFFILIATES (COLLECTIVELY, THE “COVERED PARTIES”) – BE LIABLE FOR ANY INJURY, DEATH, LOSS, CLAIM, DAMAGE, ACT OF GOD, ACCIDENT, DELAY, OR ANY SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER BASED IN CONTRACT, TORT OR OTHERWISE, WHICH ARISE OUT OF OR ARE IN ANY WAY CONNECTED WITH ANY USE OF THIS SITE OR WITH ANY DELAY OR INABILITY TO USE THIS SITE, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS OR SERVICES OBTAINED THROUGH THIS SITE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO CERTAIN USERS. IN NO EVENT SHALL THE COVERED PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING BUT NOT LIMITED TO NEGLIGENCE) ARISING FROM THIS AGREEMENT OR YOUR USE OF THE SITE EXCEED THE AMOUNT PAID BY YOU TO VIOX DIGITAL, BIG TICKET, LLC, DOCIRCLE, INC., AND OR ITS LICENSEES FOR THE REQUEST.

 

Indemnification

 

You agree to defend, indemnify and hold harmless the Covered Parties from and against any and all claims, damages, costs and expenses, including attorneys’ fees, arising from or related to (A) your use of the Site, (B) your breach of the Terms and Conditions, (C) your dispute with another user, (D) the unauthorized access to any password-protected are of the Site using your password, and (E) any image or content being reproduced as part of your order. If using the Site on behalf of a Third Party (as described below), you agree to defend, indemnify and hold harmless the Covered Parties as described on behalf of yourself and any Third Party.

 

Third Parties

 

If you use this Site to submit Requests for or on behalf of a third party (“Third Party”), you are responsible for any error in the accuracy of information provided in connection with such use as well as for any Request submitted, including related fees, charges and performance obligations. In addition, you must inform the Third Party of all Terms and Conditions applicable to all products or services acquired through this Site, including all rules and restrictions applicable thereto.

 

User Comments, Feedback and Other Submissions

 

All comments, feedback, suggestions and ideas disclosed, submitted or offered to a Covered Party in connection with your use of this Site (collectively, “Comments”), shall become and remain the exclusive property of ytext.me. The Comments may be used by a Covered Party in any medium and for any purpose worldwide, without obtaining your specific consent and you relinquish all rights to such Comments. No Covered Party is under any obligation to maintain your Comments (and the use of your first name and first initial of your last name with any comments) in confidence, to pay to you any compensation for any Comments submitted or to respond to any of your Comments. You agree you will be solely responsible for the content of any Comments you make.

 

Termination

 

This agreement constitutes a binding agreement between you and VIOX Digital and its licensees until terminated by you or VIOX Digital and or its licensees, which we may do at any time, without notice, in its sole discretion. If you become dissatisfied with the Site, your only recourse is to immediately discontinue use of the Site.

 

Changes to Terms and Conditions

 

We may, in our sole discretion, change, add or remove any portion of the Terms and Conditions at any time by posting new Terms and Conditions on the Site. Your continue use of the Site after such changes are posted will constitute your agreement to such changes.

 

Changes to the Site

 

We reserve the right, for any reason, in our sole discretion, to terminate, suspend or change any aspect of the Site including but not limited to content, features or hours of availability. We may impose limits on certain features of the Site or restrict your access to part or all of the Site without notice or penalty.

 

Miscellaneous

 

The captions in these Terms and Conditions are only for convenience and do not, in any way, limit or otherwise define the terms and provisions of these Terms and Conditions. None of the Covered Parties are responsible for any errors or delays in responding to a Request caused by an incorrect email address, short code or mobile telephone number provided by you or other technical problems beyond their control. If any provision of the Terms and Conditions is held to be invalid or unenforceable by a court of competent jurisdiction, then such provision shall be enforced to the maximum extent possible so as to the effect or the intent of the Terms and Conditions, and the remainder of the Terms and Conditions shall continue in full force and effect. The failure by either you or ytext.me to exercise or enforce any right or provision of the Terms and Conditions shall not constitute a waiver of such right or provision. You agree that any cause of action arising out of or related to the Site or the Terms and Conditions must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred. All provisions in the Terms of Use regarding representations and warranties, indemnification, disclaimers, and limitation of liability shall survive the termination of the Terms and Conditions.

 

Entire Agreement

 

These Terms and Conditions, together with the Privacy Policy and those terms and conditions incorporated herein or referred to herein, constitute the entire agreement (collectively, the “Agreement”) between you and each Covered Party relating to the subject matter hereof, and supersedes any prior understandings or agreements (whether oral or written) regarding the subject matter, and may not be amended or modified except in writing or by making such amendments or modifications available on this Site.

 

Governing Law

 

The internal laws of the State of New Jersey shall govern the performance of these Terms and Conditions, without regard to such state’s conflicts of laws principles. You consent to the exclusive jurisdiction and venue of the courts located in Toms River, New Jersey for all disputes arising out of, or relating to, the Terms and Conditions and use of this Site.

 

Notices

 

Except as explicitly stated otherwise, any notices shall be given by email to ytext.me via this form or to you at the email address you provide to VIOX Digital. Notice shall be deemed given 24 hours after the email is sent, unless the sending party is notified that the email address is invalid.

 

EXTENDED ORDER TERMS AND CONDITIONS

 

Payment

 

All prices and amounts shown on this Site are in U.S. Dollars (USD), unless otherwise noted. If a User submits a request on the Site to purchase printing products, mailing services, design services or other services, the User agrees that all charges, taxes and shipping/handling fees will automatically be charged to the credit card or paid by User with an approved payment method. We require each order to be fully paid, including shipping and handling fees, if applicable, before we complete an order. We will not start working on an order until we receive the full payment.

 

Return Policy

 

At VIOX Digital, we strive to provide our clients with the best possible experience. If you are not 100% satisfied with your order for any reason, please contact our customer service department. Our representative will document your complaint for your reference.

 

All policies are subject to change without prior notification. Determination of defect is at the discretion of management. In most cases, clients will be requested to document the product defect.

 

No Liability for Errors

 

VIOX Digital is not liable for errors in a final product caused by any of the following reasons:

 

Misspelling, Graphics, Bleeds, Grammar, Damage Fonts, Punctuation, Wrong cuts, Incorrect or Missing Folds, Die Lines, Crop Marks, Transparency, Overprint, Cracks on Folds, Finished Product Size. VIOX Digital and or its licensees does not make any changes on customer files.

 

Artwork or Text Files

 

Under these Terms and Conditions, you agree that you will NOT upload any text or artwork files consisting of the following material: offensive, indecent or improper material, any material that could give rise to any civil or criminal liability under applicable law; and any material that could infringe rights of privacy, publicity, copyrights or other intellectual property rights without the permission of the owner of these rights and the persons who are shown in the material if applicable. We will refuse an order, which in our opinion may be illegal in nature or an infringement on the rights of any third party. You accept full legal liability for the content of material processed and sent on your behalf and under your instructions. We reserve the right to refuse an order without disclosing a reason.

 

Miscellaneous

 

All complaints must be registered within 24 hours of receipt of your initial order. All materials we create in producing your product are the property of VIOX Digital.

 

Extended TRUMPIA Term and Conditions

 

The terms and conditions on this page apply to both users of TRUMPIA’s web-based user interface and anyone using an application programming interface (API) in connection with the TRUMPIA service.

 

PLEASE READ THESE TERMS OF USE COMPLETELY AND CAREFULLY. THEY MAY HAVE CHANGED SINCE YOUR LAST VISIT TO THIS PAGE. BY USING THIS SERVICE (ALSO REFERRED TO AS “WEBSITE”), WHETHER THROUGH TRUMPIA’S WEBSITE OR THROUGH AN API, YOU INDICATE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO THESE TERMS OF USE. IF YOU DO NOT ACCEPT THESE TERMS OF USE, PLEASE DISCONTINUE USE OF THIS SERVICE IMMEDIATELY. IF YOU ARE A RESELLER OR A USER OF TRUMPIA’S WHITE LABEL SERVICE, YOU ALSO AGREE TO INCORPORATE THESE POLICIES INTO YOUR OWN POLICIES, PRODUCTS, AND SERVICES AND TO ENSURE THAT YOUR CUSTOMERS OR USERS ADHERE TO THESE TERMS.

 

TRUMPIA reserves the right, at its sole discretion, to modify and post these Terms of Use at any time without prior notice. You are advised to visit this page to review the current Terms of Use on a regular basis.

 

TRUMPIA provides businesses and organizations with a variety of tools to collect names, phone numbers, email addresses, and other information on an opt-in basis. TRUMPIA also provides a tool to help you import subscriber data. However, contact information may be imported only if the subscribers gave full consent to receive a specified type of messaging from your organization. Proof of such specific consent is required as part of the certification process before the import of contact information.

 

In addition, industry regulations prohibit text-to-win campaigns by shared short code or transmitting undesirable content such as violence, pornography, alcohol, illegal drugs, and other prohibited material described in this document.

 

TRUMPIA’s service may NOT be used for sending any unsolicited messages (commonly known as spam) except for government-sanctioned cases such as financial and healthcare alerts. You agree to the privacy and anti-spam policies described in this document and agree to enforce the indicated permission-based marketing practices with anyone using your account as required by law. You agree to assume full responsibility and accept the legal consequences of any action by anyone using your account.

 

TRUMPIA reserves the right to suspend or terminate your account at any time, at its sole discretion, and without prior warning or refund if your account activity is reasonably believed to violate any term in this agreement or applicable law. Violation of applicable anti-spam regulation may also cause third-party legal action against you. TRUMPIA also reserves the right to refuse service if TRUMPIA believes that your conduct is harmful to the interests of TRUMPIA and its affiliates. TRUMPIA reserves the sole discretion and right to permanently delete archived data after 90 days.

 

TRUMPIA will not use your database or any other private information stored in your account for any purpose other than those indicated in these Terms of Use or to comply with legal requirements.

 

Permission-Based Subscription Requirements

 

TRUMPIA has a no-tolerance policy toward spam. Although TRUMPIA does not assume the duty or obligation to monitor messages, TRUMPIA reserves the right, in its sole and absolute discretion, to monitor any and all messages created or sent by you or any third party at any time without prior notice to ensure that they conform to guidelines and policies pertaining to our Website and services.

 

Evading TRUMPIA’s monitoring system or the transmission of spam messages through the system violates these Terms of Use. If you know of or suspect any violators, please notify us immediately by clicking here.

 

Every outgoing email via the TRUMPIA service must contain a link that allows the recipient to unsubscribe from your distribution list(s). Voice broadcasts also must include verbal instructions for opting out of your calling list. All mobile messages must conform to the latest available best-practice guidelines published by the Mobile Marketing Association (currently available at http://www.mmaglobal.com/policies/consumer-best-practices), which you agree to review before using TRUMPIA’s service. For example, and without limitation, every SMS message must include “STOP” instructions.

 

IMPORTANT for Mobile Keywords: You must include the opt-in disclosure shown below in all of your promotional materials in all media: website, printed material, digital and event promotions, broadcasts, and any other material promoting your mobile keyword. The Telephone Consumer Protection Act (TCPA) and Cellular Telephone Industries Association (CTIA) strictly prohibit omission of this disclosure in whole or in part. Failure to include the following terms may result in suspension of your mobile keyword without warning as well as third-party legal action.

 

Summary Terms & Conditions: Our mobile text messages are intended for subscribers over the age of 18 years and are delivered via U.S. short code 96362. You may receive up to 6 message(s) per month for specials, deals and or updates. Message and data rates may apply. This service is available to persons with text-capable phones subscribing to AT&T, Verizon Wireless, T-Mobile®, Sprint, Virgin Mobile USA, Cincinnati Bell, Centennial Wireless, Unicel, U.S. Cellular®, or Boost. For help, text HELP to 96362, email [email protected]xdigital.com or call +1 888-786-0777 You may stop your mobile subscription at any time by text messaging STOP to short code 96362.

Privacy and Anti-Spam Policies

 

The following terms and information (ending at “Warranty Disclaimer”) constitute an introduction to the concept of spam and the general contours of a responsible, permission-based campaign. This general information is not an exclusive source for applicable laws, guidelines, and compliance responsibilities pertaining to your use of TRUMPIA’s service. In the event of any conflict between the information below and any law or industry regulation, you are to observe the applicable law or regulation.

 

What is spam? Spam is any type of unsolicited message. You should not assume that an existing relationship with any message recipient constitutes permission to send messages. For example, if a customer disclosed a mobile number in the course of business but did not give you specific permission to send messages, you cannot send messages to that number. Before using TRUMPIA’s service, you agree to review and abide by the following linked resources and to check for any revisions, as they may be amended over time.

TCPA visit:

http://transition.fcc.gov/cgb/policy/TCPA-Rules.pdf

CAN-SPAM Act visit:

https://www.ftc.gov/tips-advice/business-center/guidance/can-spam-act-compliance-guide-business

MMA visit:

http://www.mmaglobal.com/documents/us-consumer-best-practices

CTIA visit:

http://www.wmcglobal.com/#!blank-2/brorz

CRTC (for sending messages to Canada) visit:

http://www.crtc.gc.ca/eng/casl-lcap.htm

 

What constitutes consent? As required by law, all message recipients must be clearly and fully notified of (1) the collection of their contact information, (2) the purpose of its collection, and (3) the use of their contact information, and they must give explicit consent prior to receiving your call or message. The required record of consent differs depending on the nature of your message. Solicitation messages require prior WRITTEN consent. You must obtain consent even if you have had prior business relations with the recipients. Purchasing a product or service from you, participating in an event with you, or “liking” or “following” your business on Facebook or Twitter does not constitute consent to receiving messages from you. If you require confirmations of opt-ins to your service but do not receive a response from a given contact, you do not have sufficient consent and may not send messages to that contact.

What constitutes prior express written consent? If you are sending text or voice solicitations, your campaign must meet the “prior express written consent” standard. The revised TCPA rule defines prior express written consent as a signed written agreement that clearly and conspicuously discloses the following to the consumer.

Signing the agreement authorizes the seller to deliver telemarketing messages to a designated phone number by use of an automatic telephone dialing system.

The consumer is not required to sign the agreement or agree to enter into it as a condition of purchasing any property, goods, or services.

As indicated in the ESIGN Act, the required signature may be obtained via email, online form, text message, telephone keypad, or voice recording. For more details on the revised TCPA regulation, visit:

http://transition.fcc.gov/cgb/policy/TCPA-Rules.pdf

You agree that you will not access or otherwise use any third-party list of email addresses or phone numbers or otherwise engage in unsolicited messaging in connection with our service.

You agree to all terms set forth in TRUMPIA’s Import Agreement, Privacy Policy and Anti-Spam Policy.

You agree that you will import, add, edit, access and otherwise use in connection with TRUMPIA’s service only contact information with proof, which you shall retain, of each subscriber’s’ prior express written consent to receive solicitation from you. TRUMPIA reserves the right, at its sole and absolute discretion, to deny access to import functions, to impose a stringent qualification process, to require proof of consent or opt-in method, or to require documentation of your or your organization’s legal identity.

You agree to represent truthfully your identity, the identity of your organization, your product or service, availability, pricing, benefits, and any other offering aspects to your subscribers in all messages.

You agree to comply with all local, state, and federal regulations as well as general practices governing your content or promotion type.

 

Acceptable Use Policy

 

TRUMPIA reserves the right to determine any violation of this Acceptable Use Policy at its sole discretion. TRUMPIA’s services may be used for only lawful purposes. Using the services in an illegal or abusive manner or any other manner that interferes with or diminishes others’ use or enjoyment of the services is prohibited.

 

The following list gives examples of illegal, abusive, interfering, or otherwise illicit use of the services. This list is provided by way of example and shall not be considered exhaustive.

 

Adversely affecting the availability, reliability, or stability of TRUMPIA’s services

Launching or facilitating, whether intentionally or unintentionally, a denial-of-service attack on any of TRUMPIA’s services

Attempting to bypass, disable, or impair any security measure or otherwise using the services in any manner posing a security or service risk to TRUMPIA, any TRUMPIA client, or any of their subscribers

Testing or reverse-engineering the services in order to evade filtering capabilities or to find limitations or vulnerabilities

Using the services in any manner that may subject TRUMPIA or any third party to liability, damages, or danger

Using the services in any manner that violates any applicable third-party policy or requirement

Using the services in any manner that violates the Mobile Marketing Association’s guidelines or best practices, carrier guidelines, or any other industry standard

Promoting or engaging in any illegal activity, including but not limited to fraud, in any connection with your account

Using any property or material trademarked or copyrighted by TRUMPIA in any manner other than those expressly permitted under these Terms of Use

In message transmission or any other manner violating, infringing, or misappropriating the rights of any third party, including but not limited to trademarks, copyrights, and rights of publicity

Harvesting or otherwise collecting without consent information including but not limited to email addresses and phone numbers

Engaging in spamming or any other activity that violates anti-spamming laws and regulations, including but not limited to the CAN-SPAM Act, the Telephone Consumer Protection Act, and the Do-Not-Call Act

Using the services in connection with any unsolicited or unwanted transmissions (commercial or otherwise), including but not limited to phone call, text message, and voicemail

Offering any emergency services (“emergency services” meaning any communications connection to emergency personnel or to public-safety answering points such as 911 and E911)

Using your account to mislead others as to the identity of the sender or the origin of a message or phone call by any means including but not limited to a false identity, a misleading email address or phone number, and a forged header

Violating or facilitating the violation of any U.S. or foreign law governing the transmission of technical data or software

Interfering with or disrupting any network connected to TRUMPIA services or violating the regulations, policies, or procedures of any such network

Using the TRUMPIA services or any component thereof in a manner not authorized by TRUMPIA

 

Prohibited Content

 

In addition to and without limitation to terms under the Acceptable Use Policy, TRUMPIA prohibits any use of the service in connection with any of the following types of content, products, and services.

 

Pornography, sexual products, otherwise sexually explicit material, and escort services

Illegal drugs and drug contraband Alcoholic beverages, especially any promotion of alcohol to persons under 21 years of age, Pirated computer programs, viruses, worms, Trojan horses, or other harmful code Instructions or materials for the assembly of bombs or other weapons

Disclosure of anyone’s private or personally identifying information without such party’s prior express written consent (or parents’ prior express written consent in the case of a minor)

Material that displays any person under 18 years of age in an illicit or otherwise exploitative manner

On the basis of the practices and standards of your industry and community, any illegal or improper promotion to persons under 18 years of age, Products, services, or content commonly associated with unsolicited commercial messages (a.k.a. spam), including but not limited to online and direct pharmaceutical sales (e.g., health and sexual well-being products), work-at-home businesses, credit or finance management (e.g., credit repair, debt relief, stock and trading tips), mortgage finance, claims of lost bank accounts or inheritances, and odds-making and gambling services (e.g., poker, casino games, horse and dog racing, college and professional sporting events)

Pyramid schemes or multilevel-marketing (a.k.a. MLM or network marketing) businesses, including but not limited to “get rich quick,” “build your wealth,” and “financial independence” offerings

Any libelous, defamatory, scandalous, threatening, or harassing activity

Objectionable content including profanity, obscenity, lasciviousness, violence, bigotry, hatred, and any discrimination on the basis of race, sex, religion, nationality, disability, sexual orientation, or age

Advocation, promotion, or other encouragement of violence against any government, organization, group, or individual or any instruction, information, or assistance in causing or carrying out such violence

Any product or service related to death (e.g., mortuaries and cemeteries)

Any product or service that is unlawful where such product or service or promotion thereof is received

Images of authors, artists, photographers, or others without prior express written consent form the content owner

Any mention of any wireless carrier or any representation that copies or parodies any product or service of any wireless carrier

 

Warranty Disclaimer

 

TRUMPIA PROVIDES ITS SERVICE AND ALL RELATED CONTENT ON AN “AS IS” BASIS. TRUMPIA AND ITS LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESSED, IMPLIED, OR STATUTORY. EXCEPT TO THE EXTENT PROHIBITED BY LAW, TRUMPIA DISCLAIMS ALL WARRANTIES, INCLUDING AND WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR ANY PARTICULAR PURPOSE, TITLE, AND QUIET ENJOYMENT AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE.

 

WITH THE EXCEPTION OF TERMS INDICATED IN ANY SEPARATE SERVICE LEVEL AGREEMENT, TRUMPIA DOES NOT WARRANT THAT ITS SERVICES OR WEBSITE WILL FUNCTION AS DESCRIBED OR WILL BE TIMELY, UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS OR THAT ANY STORED DATA WILL BE SECURE OR SAFE FROM LOSS OR DAMAGE. ALTHOUGH TRUMPIA SHALL NOT BE RESPONSIBLE FOR ANY SERVICE OR WEBSITE INTERRUPTION, TRUMPIA WILL ATTEMPT TO REROUTE TRAFFIC THROUGH ANOTHER SHARED SHORT CODE IF THE PRIMARY SHORT CODE IS IMPAIRED.

 

NO VERBAL ADVICE OR WRITTEN INFORMATION GIVEN BY TRUMPIA, ITS EMPLOYEES, LICENSORS, LICENSEES, AFFILIATES, OR AGENTS OR BY ANY OTHER THIRD PARTY SHALL CREATE ANY WARRANTY. NOR MAY YOU OR YOUR SUBSCRIBERS INTERPRET ANY SUCH INFORMATION OR ADVICE AS SUCH REPRESENTATION.

 

Indemnification

 

You hereby agree to defend, indemnify, and hold harmless TRUMPIA and its business and technology partners, underlying technology creators, third-party suppliers, operators and providers, licensors, board members, officers, directors, shareholders, employees, distributors, resellers, affiliates, and agents from and against any damages, losses, liabilities, judgments, fines, settlements, and expenses (including, without limitation, costs and reasonable attorneys’ fees) in connection with any claim or action arising from any cause such as (i) any act or omission that, if true, would constitute a breach of this agreement, (ii) any privacy or spam policy violation alleged to have been committed through any use of your TRUMPIA account, (iii) any other use of TRUMPIA’s service in any manner not authorized by these Terms of Use, in violation of the restrictions herein, or in violation of applicable law, and (iv) any other reason including but not limited to acts of God, destruction, theft, defects, viruses, communication failure, failure of performance, impairment or loss of data, suspension or termination of service, and unauthorized access to TRUMPIA’s system, records, data, or settings.

 

You agree that TRUMPIA has the right to seek and recover all of its damages caused by you through any use of the service in an unlawful manner, in a manner that violates TRUMPIA’s privacy, acceptable use, import, or anti-spam policies, or in a manner inconsistent with the terms of this agreement. You acknowledge that such damages may include, without limitation, direct, indirect, special, incidental, cover, reliance, and consequential damages. You acknowledge and agree that this provision will apply to all services from TRUMPIA and its affiliates whether or not TRUMPIA is notified of any possibility of such damages. The terms of this section shall survive the termination of this agreement regardless of the cause or nature of such termination.

 

Termination

 

You may terminate this agreement at any time by submitting a support ticket through TRUMPIA’s user interface. Service may not be cancelled by any other method such as phone, email, or letter.

 

Lack of activity alone does not automatically terminate your account, and you are responsible for service fees until you expressly cancel your account or until your data has been purged (whichever occurs first). TRUMPIA may delete any of your archived data after 30 days following the date of termination. If your account has not been cancelled and is classified by TRUMPIA as inactive for at least 90 days, TRUMPIA reserves the sole discretion and right to permanently and irrevocably delete all of your account data. In the absence of an explicit cancellation request by support ticket, you agree to pay any and all applicable fees through the date of TRUMPIA’s purging of your data. You understand and agree that TRUMPIA will make no refund of any fees whether or not the service has been used.

 

At any time, with or without notice, TRUMPIA may terminate this agreement or the service or disable your account in whole or in part at TRUMPIA’s sole discretion. TRUMPIA shall bear no liability to you or any third party because of any such action.

 

Acknowledgements

 

You hereby acknowledge and agree to the following terms, subject in each case to the terms indicated elsewhere in this agreement.

 

The service will be subject to monthly or yearly software license fees

Some features may not be permissible under the laws of certain jurisdictions. You agree that you bear sole control and responsibility over compliance with any such laws and assume sole liability for any noncompliance.

TRUMPIA is not required to provide data outside the system that are already available through the user interface, including but not limited to exported files containing specific messages, subscriber phone numbers, and opt-out lists.

You are not allowed to import or incorporate (into any contact list, message, social campaign) or upload (to TRUMPIA servers) any of the following information: social security numbers, national insurance numbers, credit card numbers, passwords, security credentials, or sensitive personal or medical information of any kind.

Text-to-win sweepstakes may be approved only by use of a dedicated short code. Shared short codes may not be used for such promotions.

If any provision of this agreement is found to be unenforceable or invalid, such provision shall be limited or annulled to the minimum necessary extent to leave the remainder of this agreement fully enforceable and valid.

You and TRUMPIA agree that this agreement is a factual and necessary statement of the mutual understanding and working relationship of the parties and that all waivers and modifications must be in writing signed by both parties, except as otherwise provided herein. No verbal exception or agreement with any TRUMPIA representative will be honored. No delay or omission by TRUMPIA in exercising any right or remedy under this agreement or existing at law or equity shall be considered a waiver of such right or remedy.

No agency, partnership, joint venture, or employment is created as a result of this agreement, and you have no authority of any kind to bind TRUMPIA in any respect whatsoever.

In any action or proceeding with you to enforce TRUMPIA’s rights under the Agreement, you agree that TRUMPIA will be entitled to recover its costs and attorneys’ fees.

The agreement shall be governed by the laws of the State of California, without regard to its choice of law or conflict of law’s provisions. All legal actions in connection with the agreement shall be brought in the state or federal court located nearest Los Angeles, California.

TRUMPIA reserves the right to refuse, suspend, disable, or terminate any party’s service, in whole or in part, at any time, for any reason, and without notice. TRUMPIA shall bear no liability to you or any third party for any direct, indirect, incidental, special, or consequential damages due to any manner of use or inability to use service elements including but not limited to short codes, mobile keywords, online signup pages, API keys, login access, the control panel, and DSP email servers.

If you have any questions, concerns, or comments about the Terms of Use, you may contact us at (888) 786-0777.