| TERMS AND CONDITIONS |
T2 TEXTING, LLC WEBSITE TERMS AND CONDITIONS
Products and services are provided by T2 Texting. The following terms and conditions ("Terms") govern your ("you" or "Merchant" or "Customer") use of the website, products, and services. By accessing, browsing and using this website or the Products, you acknowledge that you have read, understood and agree to be bound by these Terms. In addition, when using particular Products, you shall be subject to any guidelines T2 Texting posts that are applicable to such Products. All such guidelines are hereby incorporated by reference into these Terms.
Limited License: Upon payment for the Product (if applicable), T2 Texting hereby grants Customer a nontransferable and nonexclusive license for one User or entity, as specified in the service agreement, to possess and use the Products in accordance with these Terms. Customer agrees that it is licensing the Product for its end use only and not for resale or redistribution, unless otherwise agreed to in writing. Customer hereby warrants and agrees not sell, lease, assign, transfer, sublicense, disseminate, modify, translate, duplicate, reproduce or copy the Product or any portion thereof (or permit any of the foregoing) or disclose any portion of the Product contents to any other party without the prior written consent of T2 Texting. Customer further warrants and agrees not to reverse assemble, reverse compile, or otherwise attempt to create, copy or uncover any source or object code associated or contained within the Product. Each license is restricted for use by one individual User or entity, as specified in the service agreement, and may not be shared with any unauthorized parties.
Accounts, Passwords and Security: As part of the registration process, Customer will be asked to select a username and password. Customer warrants that it will not permit unauthorized individuals access or use of the Product. Customer is entirely responsible for maintaining the security and confidentiality of its account and password(s). Customer shall be responsible for any and all charges incurred by persons accessing its account and for any use of the Product by any User. Customer agrees to notify T2 Texting immediately of any unauthorized use of its account or any other breach of security. T2 Texting will not be liable for any loss that Customer may incur as a result of someone else using Customer's password or account, either with or without Customer's knowledge.
Exclusive limited warranty and limitation of liability: T2 Texting believes that it has developed and provides the finest quality Product available, however, the Product is provided on an "as is" basis. Customer agrees and acknowledges that T2 Texting shall not be liable for any loss or injury caused in whole or in part by contingencies beyond its control. EXCEPT AS EXPLICITLY PROVIDED FOR BELOW, TEXTING TECHNOLOGIES HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY NATURE, EXPRESS, IMPLIED OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER EXPRESSLY AGREES THAT T2 TEXTING SHALL NOT BE LIABLE FOR DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO GENERAL, DIRECT, SPECIAL, INCIDENTAL, AND/OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, COSTS OF PROCURING SUBSTITUTE PRODUCTS OR SERVICES) WHICH ARISE DIRECTLY OR INDIRECTLY OUT OF THE PURCHASE, SALE AND/OR USE OF THE PRODUCT, INCLUDING, WITHOUT LIMITATION, ANY OF SUCH DAMAGES ARISING OUT OF OR IN CONNECTION WITH MISTAKES, OMISSIONS, INTERRUPTIONS, DELAYS, ERRORS, DEFECTS, LOSS OF DATA, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATORY PROFITS, WHETHER SUCH DAMAGES ARE ASSERTED IN AN ACTION BROUGHT IN CONTRACT, IN TORT OR PURSUANT TO SOME OTHER THEORY AND WHETHER THE POSSIBILITY OF SUCH DAMAGES WAS MADE KNOWN OR WAS FORESEEABLE. In no event shall T2 Texting entire liability exceed the total amount paid by Customer to T2 Texting for the affected Product.
Customer responsibilities: Customer agrees and warrants that all data that Customer receives from the Products, T2 Texting , shall be used only in strict compliance with all applicable federal, state, and local laws, rules, regulations, and ordinances ("Laws"), including but not limited to those concerning privacy, telephone solicitation, fax broadcast, e-mail transmission, direct marketing, and mobile marketing. Customer acknowledges that it is Customer's sole responsibility to determine the applicability of any such Laws. Customer shall be solely responsible for the use of the Product. Customer shall indemnify and hold harmless T2 Texting against any loss, liability, damage, cost or expense, including reasonable attorneys' fees, suffered or incurred by T2 Texting arising out of or in any way related to Customer's use of the Product or the violation of these Terms.
Promotion agreement: Merchant grants permission to T2 Texting to include Merchant name, company and/or product logo, and description of services provided within marketing materials, on and offline.
Choice of law, forum, and jurisdiction: These Terms and any disputes arising hereunder or otherwise related to the sale and/or use of the Product, or any portion thereof, shall be governed by the internal laws of the State of Michigan without regard to any conflicts of law principles. Both T2 Texting and Customer agree that any action, suit, or other legal proceeding regarding any matter arising under or relating to any provision of these Terms shall be commenced only in the state or federal courts located within Oakland County, Michigan, and both parties consents to the exclusive jurisdiction of such courts.
Payment: Customer agrees to pay T2 Texting a fee in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable. Fees charged are nonrefundable. Payments may be made at the time of purchase or, annually or monthly (both billed in advance) as mutually agreed upon for the relevant Product. In the case of subscription Products, the subscription shall be effective for a period of twelve (12) months. After which, and on each subsequent annual anniversary of the date of the subscription, it shall continue. After the initial twelve-month period, Customer may cancel the subscription by providing T2 Texting with thirty-day's prior written notice. T2 Texting may cancel a subscription immediately at any time, and for any reason with or without cause, upon notice to Customer.
Recurring Billing: Customer's acceptance of these Terms constitutes its authorization for T2 Texting to automatically charge the credit/debit card provided by Customer, and, in the case of subscription products, to continue charging the credit/debit card at the agreed-upon intervals during the term of the subscription. Customer agrees to provide T2 Texting with complete and accurate billing and contact information, including: name, street address, e-mail address, and name and telephone number of authorized billing contact. Customer agrees to provide T2 Texting with updated information within 30 days of any change to billing information. If billing information is determined to be fraudulent, T2 Texting may immediately terminate Customer's access to the website and the relevant Product, and it reserves the right to pursue any and all legal remedies. If Customer's payment is declined, T2 Texting may restrict Customer's ability to use the payment method that was declined. Failure of the recurring payment process does not absolve Customer's payment obligations.
Cost of collection and enforcement: In the case of subscription products, if at any time Customer has failed to pay two or more scheduled payments, Customer will be in default and the full balance of the subscription, including but not limited to all anticipated monthly payments, shall immediately become due and payable. All past due payments, including any payment that have been accelerated pursuant to this paragraph, shall incur interest at the rate of one and one-half percent (1.5%) per month. Customer agrees to reimburse T2 Texting for all costs and expenses, including but not limited to, reasonable attorney fees and costs of collection, incurred by T2 Texting in connection with the enforcement of these Terms or any provision hereof.
Modification of terms: These Terms represent the entire understanding of the parties relating to the use of the website and prevail over any prior or contemporaneous, conflicting or additional communications. Except as otherwise provided for herein, any waiver, modification, or amendment of any provision of this Agreement will be effective only if in writing, signed, and acknowledged by the parties herein.
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