These terms and conditions, as amended from time to time in our discretion (the "Terms and Conditions"), apply to all individual and commercial accounts on www.mobilezen.com (an "Account" or "Accounts") and govern your access to and use of the Services (as defined hereinafter) and Content (as defined hereinafter). For purposes hereof, "you" or "your" refers to an Account holder, and "we" refers to MobileZen, Inc., and its successors and assigns.
1. Support and Contact Information.
We strive to provide exceptional customer service. For assistance, you may email us at email@example.com or contact us by phone, toll-free, at (877) 22-99699. Our current, principal address is Suite 275, Lenox Plaza, 3384 Peachtree Road, NE, Atlanta, Georgia 30326 USA.
From your mobile phone, you may request our contact information by texting HELP to 99699, or, if you texted a keyword of an Account to 99699, you may request discontinuance of automated text messages (other than the initial automated text message reply) for that keyword by texting END, STOP, QUIT, CANCEL or UNSUBSCRIBE to 99699.
2. Program Services and License.
a. We are approved for and offer a Query Opt-In Flow, Standard Rate Program only. We do not have a license or approval to offer the following services: premium SMS, bulk SMS, text-to-win sweepstakes, text alerts, surveys, polling, voting, mobile club, games, ringtone or wallpaper sales. We also do not have a license or approval to offer charitable giving campaigns, and, to that end, you cannot use your automated text message reply as a vehicle to solicit a donation to a non-profit organization by any means, such as click-to-call, click-to-web, and short code responses.
b. Our service consists of a Website, where we give Account Holders the ability to dynamically select available keywords for short code messaging with our short code(s); to create and transmit an automated text message reply upon request with content that you create; the ability to offer customized, automated alerts to you and your notification group(s); to create mobile Web pages (which we call MobileZen TextSitesSM) with content (e.g. written text, images and third-party or other TexSite links -- that you create and associate with a particular keyword. In addition, we provide a Web environment where information and pertinent content is hosted (all of the foregoing being our "Service" or "Services").
c. By checkmark of the box to accept the Terms and Conditions on this Website and by access or use of Service, you hereby acknowledge and consent and agree to the provisions in these Terms and Conditions.
d. We grant you a personal, non-exclusive, non-assignable, royalty-free license to use the Service. This license is for the sole purpose of allowing you to use and enjoy the benefit of the Services strictly in accordance with these Terms of Service and any additional terms set forth by way of written agreement executed by us.
e. When you register for our Service, you designate a name and password for your Account and accept responsibility for any use of the Service. You agree not to use a false or misleading Account name or an Account name of another. You are responsible to maintain the confidentiality of your Account name and password that you use to access the Services and for any activities or actions under your password. We encourage you to use "strong" passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account. You agree that any registration information that you give us to open or edit your Account will always be accurate and truthful.
f. Message & Data Rates May Apply to a text of a keyword to a short code terminating on an end user's mobile phone, and to an automated text message notification that you may choose for an alert of a call to action.
3. Use of Services and Right to Amend or Publish Services and Terms and Conditions.
a. You may not use the Services if (a) you are not of legal age to enter into a binding contract, (b) you are a person barred from receiving the Services under the laws of the United States or other countries including the country in which you are resident or from which you use the Services or (c) you are not in compliance with these Terms of Service and all applicable local, state, national, and international laws, rules and regulations.
b. We reserve the right at all times (but will not have an obligation), without obligation for compensation, reimbursement or payment, to remove or refuse to distribute any Content on the Services and to terminate Accounts or their keywords, or to reclaim keywords on behalf of businesses or individuals that, we deem in our absolute and sole discretion, hold legal claim or trademark on those keywords. We have the right to establish general practices and limits concerning use of the Service, including, without limitation, the maximum number of days that Content (as defined hereinafter) will be retained by the Service, the maximum number of messages, comments, emails, or other postings that may be sent from or received for an Account, the maximum character count or page size for a MobileZen TextSite, the maximum character count of any text-message that may be sent from or received by an Account, the wording that must appear on any automated text message reply to meet requirements of wireless carriers, the CSCA (as defined below) and Facilitators (as defined below), or any wording that we may designate from time to time, the maximum disk or storage space that will be allotted to you on our servers or third-party servers which we use for hosting the Service, and the maximum number of times (and the maximum duration for which) you may access the Service in a given period of time.
c. You agree that we have no responsibility or liability for the deletion or failure to store any messages and other communication or content entered into our Website and/or maintained or transmitted by the Service.
d. We reserve the right to modify the type and nature of the Services from time to time and for any reason, without notice to you, including the right to terminate certain Services without notice. You acknowledge and agree that if we disable access to your Account, you may be prevented from accessing the Services, your Account details or any files or Content in your Account.
e. We reserve the right to amend these Terms and Conditions from time to time and for any reason, without notice. You agree that if you use the Services after the date on which these Terms of Service have changed and are effective, we will treat your use as acceptance of the updated Terms and Conditions.
f. You authorize us to communicate with you, from time to time, by email to the address listed on your Account, with notices or announcements regarding the provision or interruption of the Services, changes thereto, the provision of new features or limitations for the Services or relative to changes or restatements of these Terms and Conditions. These communications are considered part of the Services and your Account, which you may not be able to opt-out from receiving them.
4. Common Short Codes and Use.
A Common Short Code, or "CSC" is a short code, which is common across many wireless service providers in the US. It is the wireless service provider connection for your MobileZen keyword. All CSCs are five or six numerical digits and can be either random or select (also known as a vanity CSC), dedicated or shared. The Common Short Code Administration (CSCA) assigns CSCs to applicants, allowing them to be used for an approved program application across multiple wireless service providers. We currently lease the dedicated short code, 99699. We reserve the right to lease other dedicated short codes or to lease a shared short code or codes. The supported wireless service providers (also known as the wireless carriers) for our dedicated short code, 99699, are AT&T; Verizon Wireless; T-Mobile; U.S. Cellular; Sprint; Nextel; Boost; Alltel; Virgin; nTelos; Cellcom; Rural; Immix; Eastern Kentucky; Dobson; Cincinnati Bell, and Metro PCS. The list of supported wireless carriers may change from time to time due to industry or market changes, changes at the Facilitators, or for other reasons beyond our control.
You acknowledge and agree that the Service depends on the direct or indirect use of the services of third-party network operators, often called connection aggregators or application service providers (singularly or collectively, the "Facilitators"). Our Services depend on the provision and delivery of services supplied by Facilitators, over which we have no control. In the event of any changes ("Facilitator Changes") in the services, prices, conditions or terms of services provided to us by Facilitators, we will notify you of Facilitator Changes that are material to the delivery of the Services and notify you as soon as reasonably practicable following our actual receipt of notification of the Facilitator Changes. In such event, we may notify you by email to the address listed on your Account or we may notify you by publishing the Facilitator Changes on our Website in the section labeled Service Announcements. We are not responsible for, and you hereby release us, and agree to hold us harmless from, any delay, delivery failures or other events or damages arising resulting from the services of the Facilitators.
a. You agree not to use any profane, obscene, derogatory or disparaging keyword, or any keyword that describes a product, brand, service, person, business, thing or place that belongs to or is attributable to another, is in violation of another's legal rights.
b. You may not engage in keyword squatting, or sell, seek to sell, lease, or otherwise dispose of keywords for compensation or other consideration. Keywords that are inactive (set as inactive, not used or not updated by way of the automated text-message reply or MobileZen TextSite) for more than three (3) months may be removed or deleted from your Account without further notice.
c. You may not use our Keyword Directory to send unauthorized messages, mass invites or mass mailings or messaging.
7. Account Content.
a. All data files, written text, audio files, images, video embeds or third-party hyperlinks, messages or other information or content that you create, transmit or display when using our Service ("Content") are your sole responsibility. You agree that you are responsible for protecting and enforcing your rights to the Content and that we have no obligation to do so on your behalf. All data files, written text, audio files, images, video embeds or third-party hyperlinks, messages or other information or content of any nature whatsoever which you have access to as part of or through your use of the Services, and which you do not own, belong to the person who originated such information or content.
b. You acknowledge and agree that we have the right, in our sole discretion, to review and/or refuse any Content on our Website which violates the Terms and Conditions. Without limiting the foregoing, without notice, we have the right to prevent the publication of, or to remove, any Content that violates the Terms and Conditions.
c. You are solely responsible for the promotion and marketing of any mobile marketing campaign that you implement by or through the Service (the "Promotions"). The verbiage around the placement of the phrase, "Msg&Data Rates May Apply," if required by law in your call to action, should be clear and conspicuous and must not be deceptive in any nature nor lead to an indirect subscription of services.
d. We assume no responsibility for any of your Content of any kind provided through the Service. You agree that you will evaluate, and bear all risks associated with the use of any Content, including our reliance on the accuracy, completeness, or usefulness of the Content.
e. You understand that, in performing the required technical steps to provide the Services, we may (a) transmit or distribute your Content over various public networks and in various media; and (b) make such changes to your Content as are necessary to conform and adapt that Content to the technical requirements of connecting networks, devices, services or media. You understand that by using the Services, you may be exposed to Content that might be offensive, harmful, inaccurate or otherwise inappropriate, or in some cases, postings that have been mislabeled or are otherwise deceptive. Under no circumstances will we be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Services or broadcast elsewhere. You also understand that we do not guarantee that the Content will appear in a certain manner, from a format or appearance standpoint, on a mobile phone or desktop/laptop computer, as different manufacturers and models of mobile phones and browsers on computers handle and display data differently.
8. Account Charges.
a. We do not charge or bill persons who text to a keyword on your Account or who receive or reply to a text-message generated from your Account. However, depending on the rate plan of the requesting party?s wireless carrier, standard text-message and/or data rate charges may apply to the text-message request, the automated text-message reply or the automated text-message alert that is available under our Service.
b. The fees for activation and use of the Accounts are published on our Website. We may change the fees and charges in effect, or add new fees and charges from time to time. We may elect to publish the change and the effective date on our Website. All monthly fees for keywords, including any applicable tax and any other charges you may incur in connection with your use of the Service (the ?Monthly Keyword Fees?) are billed to your designated credit card on the first (1st) day of each month and the same date of each and every month thereafter, with the activation fee (if any) for the keyword charged once, on the same date as the initial purchase of the keyword. Monthly Keyword Fees and activation fees may be subject to any applicable, published promotional code(s) from time to time. Excess text message request charges, if any, may be billed to your account periodically throughout the month as the charges are incurred.
c. Your Account and your keywords will remain active until you cancel your Account or we terminate the same pursuant to these Terms and Conditions. If you designate a keyword on your Account as inactive, your Account credit card will continue to be billed for that month and each month thereafter for that keyword, until you delete that keyword on your Account.
d. When you delete a keyword, all information or content associated with that keyword, including any automated text message reply and/or MobileZen TextSitesSM, is immediately deleted.
e. You may cancel your Account or a keyword for your account at any time, and cancellation will be effective immediately; however, you must cancel your Account or delete your keyword(s) before the next succeeding monthly billing date in order to avoid billing for the Monthly Keyword Fees on your Account.
f. There are no refunds for Monthly Keyword Fees or for activation fees, even if all or certain keywords were inactive during a portion of the month.
9. Account Payment.
a. Payment is to be made by providing either (a) a valid credit card to be billed for Service that month and automatically for each and every month thereafter; or (b) other means of payment (e.g., bank wire, check, etc.) approved by us in writing in our sole discretion (collectively, the "Payment Method"). We currently accept payment by MasterCard, Visa and American Express credit cards. If there is a change in your credit card information, you may edit your Payment Method information. If your credit card information is no longer current when we bill your Account for your keywords, all your keywords will automatically become inactive, and we will endeavor to give you no less than ten (10) days notice by email to update your credit card information on file. Any email notice shall be to the email address listed on your Account. If you do not timely update your credit card information, we may delete your keywords and make them available to the public for selection, and all information or content associated with those keywords, including any automated text message reply and/or MobileZen TextSites will be immediately deleted. We reserve the right to supplement or restrict the Payment Method, including, but not limited to the credit cards, now or hereinafter accepted on our Website.
b. By activating your Account, whether subject to any trial period or promotional code or otherwise, you are expressly agreeing that we are authorized to charge you, by the Payment Method, an activation fee, a monthly fee, any applicable tax and any other charges you may incur in connection with your use of the Service and to automatically charge the Monthly Keyword Fees to the designated credit card on your Account for all keywords (active or inactive) each and every month thereafter until cancellation or termination of your Account. If, for any reason, we are unable to charge your Account credit card for the full amount owed us for the Service for the pertinent period, we may pursue all available remedies in order to obtain payment, which shall include but will not be limited to, making your keywords inactive for some specified period of time, followed by immediate cancellation of the Account and Services without further notice or demand if we are not able to charge your credit card for the full amount due.
c. Payments for Monthly Keyword Fees and activation fees are earned when made and are non-refundable. The base monthly fee for a keyword is prorated for the initial month, if the purchase was made on any day other than the first day of the month. Prorations are based on the actual number of days in the month and the resulting dollar amount is rounded for billing convenience. Activation fees for keywords are not prorated and the fee is due and payable in full when the keywords are initially purchased. There are no refunds for payments, even if the keywords or Account was active during a portion of the month.
d. Promotional codes only apply to the initial purchase of keywords at the time of sign-up for any new Account. Promotional codes can not be applied to keywords added to an already existing Account. A promotional code may offer a discount on all or a portion of the initial, monthly keyword fees or on the one-time activation fees. The discount, if any, is calculated automatically when the initial keywords are selected, and the discount, if any, is reflected in your Order Total. A promotional code may be available for a limited time only, is subject to change without prior notice, and may be withdrawn at any time. The label or name for a promotional code may not necessarily reflect the actual discount offered; hence, always refer to the Order Total for the actual dollar value of the promotional code, if any.
We have the right to promote our brand(s), either by standard type text, hyperlinks, marks or logos, and to include third-party advertising on our Website, and on the header or footer of MobileZen TextSites, and or on the header or footer of the automated text message replies or automated text message alerts, all without your prior written consent. Advertising may be targeted to the Content or information on the Services, queries made through the Services, or other information. The types and extent of advertising on the Services are subject to change. In consideration for our granting you access to and use of the Services, you agree that we and our third party providers and partners may place such advertising on the Services or in connection with the display of Content or information from the Services whether submitted by you or others.
11. Mobile Phone Number Capture and Privacy.
In certain instances, our Service will capture the mobile phone number of the person who texts your keyword to our dedicated short code. If available, we publish this phone number in the Reports section of our Website under your Account. We make no representations, warranties or offer any legal advice whatsoever as to the propriety of contacting a person after he or she texts your keyword to our short code. You have a duty to comply with all Governmental Laws (as defined hereinafter) in this regard.
12. Intellectual Property.
a. You acknowledge and agree that we (or our licensors) own all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You agree that you will not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices), which may be affixed to or contained within the Services.
b. Unauthorized copying, distribution, modification, public display, or public performance of copyrighted works is an infringement of the copyright holders' rights. Further, you may not rent, lease, loan, sell, distribute or create derivative works of our intellectual property or the intellectual property of others. You agree not use the Service to infringe the intellectual property rights of others in any way.
c. In accordance with the Digital Millennium Copyright Act of 1998 (the text of which may be found on the U.S. Copyright Office Website at www.copyright.gov), we will respond quickly to claims of copyright infringement committed using the Service that are reported to us as provided herein. If you are a copyright owner, or authorized to act on behalf of an owner of the copyright or of any exclusive right under the copyright, please report your notice of infringement by email to our Copyright Agent at firstname.lastname@example.org.
d. Nothing in the Terms and Conditions gives you a right to use the MobileZen name or any of our trademarks, logos, domain names, and other distinctive or protectable brand features, to which we reserve all rights.
e. Any feedback, comments, or suggestions you may provide regarding the Service is entirely voluntary and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to you.
13. Misuse of Services.
a. You may not use our Service in any manner that could interfere with or disrupt the Service or the network(s) connected to the Service or interfere with any other person's use and enjoyment of the Service or send unsolicited messages to anyone.
b. You may not attempt to or gain unauthorized access to the Service or to Accounts that are not your Accounts, or to access or tamper with computer systems, administrative areas, or networks connected to any of the Service, through hacking, password mining, Web crawlers, or any other automated or non-automated means. You may not forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Services to send altered, deceptive or false source-identifying information or interfere with, or disrupt, (or attempt to do so), the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Services, or by scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Services. You cannot probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures.
c. You cannot use any device, software or system to bypass our Website sign-in procedure, registration process, or to interfere or attempt to interfere with the mechanics of our Website or the use of it by others. You may not publish or link to malicious content intended to damage or disrupt another user's browser or computer or to compromise another's privacy.
d. You agree not to (a) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third-party the Service in any way; (b) modify or make derivative works based upon the Service; or (c) reverse engineer the Service. You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code on our Website or any part thereof, unless this is expressly permitted by law.
e. You are responsible for all activity on your Account(s) and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with use of the Service, including those related to data privacy, export of data or software, international communications and the transmission of technical or personal data, in addition to those restrictions set by the Facilitators or the CSCA or imposed or recommended by Mobile Marketing Association (MMA) U.S. Consumer Best Practices Guidelines, published July 1, 2009, as amended from time to time (the foregoing being the "Governmental Laws").
f. You cannot use the Service to upload, post, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, profane, obscene, libelous, invasive of another's privacy, derogatory, fraudulent or deceptive, or otherwise objectionable, as determined in our sole discretion. You cannot use our Service for the promotion of dangerous and illegal activities. You may not use the Service to publish material that promotes hate toward groups based on race or ethnic origin, religion, disability, gender, age, veteran status, and sexual orientation/gender identity. You cannot use the Service in any manner to distribute adult content, nudity, sexually explicit or graphic content, or to promote the use or consumption of hard alcohol, drugs, tobacco or other controlled substances in violation of law. Any reference to the abuse of alcohol, drugs, tobacco or other controlled substances is strictly prohibited. This includes verbal and non-verbal actions in which a person could conclude that promotion of drug use is intended. Alcohol marketing should not directly promote the use of or consumption of alcohol. You are also expected to ensure that the products being marketed via our Services are appropriate for the intended audience and, in particular, you must comply with all applicable laws and industry standards that apply to advertising and marketing to children and/or minors.
g. You may not impersonate others through our Service in a manner that does or is intended to mislead, confuse, malign, or deceive others. You may not create Accounts for disruptive or abusive purposes. You may not publish or post other people's private and confidential information, such as credit card numbers, driver's license numbers, or Social Security or EIN numbers. You may not publish or post direct, specific threats of violence against others.
14. Our Right to Terminate and Remedies.
a. We may at any time, without prior notice or demand, or without compensation or compensatory payment or reimbursement, terminate your Account, certain keywords on your Account or the provision of Services to your Account, if: (a) you have breached any provision of these Terms and Conditions; (b) we are required to do so by Governmental Laws, or by any wireless service provider or Facilitator; (c) the Facilitators have terminated their relationship with us or ceased to offer the Services to you; (d) the provision of the Services to you is, in our opinion, no longer commercially viable. Our remedies are cumulative, including without limitation, removing your Content and collection of any accrued Account fees and charges.
b. We, together with our Facilitators, reserve the right, in our sole discretion, to access and review Content as necessary to identify or screen for a breach of the Terms and Conditions. To the extent that we discover a breach, we also may suspend the Services to your Account or suspend the use of certain offending keywords for as long as we deem necessary, or we may terminate certain, offending keywords or terminate your Account. When an Account is terminated, all of the legal rights, obligations and liabilities that both of us have benefited from, and been subject to, shall be unaffected by this termination and shall survive the termination.
15. Exclusion of Warranties, Disclaimers and Limitations of Remedies.
a. NOTHING IN THESE TERMS AND CONDITIONS SHALL EXCLUDE OR LIMIT OUR WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
b. THE SERVICE, AND ALL CONTENT, MATERIALS, INFORMATION, PRODUCTS AND SERVICES INCLUDED IN THE SERVICES ARE PROVIDED "AS IS," WITH NO WARRANTIES WHATSOEVER. WE EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS.
c. YOU EXPRESSLY UNDERSTAND AND AGREE THAT NEITHER WE NOR OUR SUBSIDIARIES, AFFILIATES, LICENSORS OFFICERS, EMPLOYEES, INDEPENDENT CONTRACTORS, OR RESELLERS SHALL BE LIABLE TO YOU, AND WE HEREBY DISCLAIM ANY RESPONSIBILITY FOR:
i. ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS;
ii. ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF: (aa) ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE SERVICES; (bb) ANY CHANGES WHICH WE MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES); (cc) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES; (dd) THE NON-DELIVERY OR UNTIMELY DELIVERY OF OR FAILURE TO LOAD OR RELOAD OR TIMELY LOAD ANY MESSAGE OR TEXTSITE OR OTHER CONTENT; (ee) YOUR FAILURE TO PROVIDE US WITH ACCURATE ACCOUNT INFORMATION; AND (ff) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL. THE FOREGOING LIMITATIONS ON OUR LIABILITY TO YOU IN THIS SECTION 15 ABOVE SHALL APPLY WHETHER OR NOT WE HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
16. External Websites or Resources.
The landing page, market (industry) segment pages and other pages of our Website may contain links to external Websites or resources. These external Websites or resources are not under our control, and we are not be responsible or liable for the availability, content or activities of the same, and we do not endorse any advertising, products or other materials on or available from such external Websites or resources.
17. Force Majeure.
We are not liable for any delay or failure in performance resulting directly or indirectly from acts of God, or forces or causes beyond our reasonable control.
19. Governing Law; Waiver of Venue and Personal Jurisdiction.
These Terms and Conditions shall be interpreted, construed, and enforced according to the laws of the State of Georgia USA without regard to its conflict of laws provisions. The parties agree that the federal court for the Northern District of Georgia USA or any state or superior court located in Fulton County, Georgia USA, shall have exclusive jurisdiction to hear and determine any civil action arising out of these Terms and Conditions, the Services, your Account, or any other cause or dispute between us of any kind or nature. The parties expressly submit and consent in advance to such jurisdiction in any action or proceeding commenced in such courts. The exclusive choice of forum set forth herein shall not be deemed to preclude the enforcement by either party of any judgment or provisional relief obtained in such forum in any other appropriate jurisdiction. Notwithstanding the foregoing, you agree that we shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms and Conditions are invalid, then that provision will be removed from the Terms and Conditions without affecting the remainder, it being that the remaining provisions will continue to be valid and enforceable.
21. Entire Agreement, Survival and Waiver.
a. No delay or failure on our part in the exercise of any right or remedy nor any course of dealing between the parties shall operate as a waiver thereof, and no single or partial exercise by us of any right or remedy shall preclude other or further exercise thereof or the exercise of any other right or remedy.
b. You agree that the Terms and Conditions will survive the cessation or termination of any Account or Services.
c. These Terms and Conditions (as amended from time to time as provided herein), together with any other written agreement signed by both of us, constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior agreements, promises, inducements, understandings, negotiations, and discussions, whether oral or written, of the parties. There are no warranties, promises, inducements, representations, or other agreements between the parties in connection with the subject matter hereof, except as specifically set forth herein and therein.