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Text
Thread Incorporated, ("TextThread.com") welcomes and thanks
you for joining RadioTextLife.com. By registering for the
RadioTextLife.com membership you agree to be bound by this
Member Agreement and the TextThread.com rules and policies,
including the Terms of Use and Privacy Policy.You understand
that your regular text messaging rates still apply. You
also agree to transact both electronically & through
mobile-telecommunications with TextThread.com & RadioTextLife.com.
RADIOTEXTLIFE.COM
SERVICES AND SOME CONTENT ARE NOT AVAILABLE FOR ALL MOBILE
DEVICES. AS RADIOTEXTLIFE.COM MEMBERSHIP FEE IS NON-REFUNDABLE,
PLEASE CHECK THE COMPATIBILITY OF YOUR RADIOTEXTLIFE.COM
DEVICE BEFORE JOINING RADIOTEXTLIFE.COM. ALL PHONES MUST
HAVE TEXT MESSAGE AND OTHER CAPABILITIES. ADDITIONAL TAXES
AND RADIOTEXTLIFE.COM NETWORK OPERATOR TEXT MESSAGING AND
OTHER FEES MAY APPLY TO YOUR USE OF RADIOTEXTLIFE.COM SERVICES
AND CONTENT. PLEASE REFER TO YOUR MOBILE
NETWORK OPERATOR FOR THE SPECIFIC FEES AND RATES THAT APPLY.
YOU ACKNOWLEDGE AND AGREE THAT THE SERVICE, DOWNLOAD AND/OR
CONTENT IS FOR YOUR PERSONAL USE ON THE MOBILE
DEVICE DESIGNATED DURING THE DOWNLOAD. CONTENT IS NOT TRANSFERABLE
BETWEEN MOBILE OR ANY OTHER
DEVICES FOR ANY REASON. ALL REFUNDS SHALL BE IN THE FORM
OF RADIOTEXTLIFE.COM SERVICE CREDIT. TEXTTHREAD.COM WILL
NOT ISSUE ANY OTHER FORM OF REFUND.
This Agreement is
a contract between you and TextThread, ("TextThread.com")
and governs your use of the TextThread.com Service and websites,
including RadioTextLife.com, Applications, all Content (as
defined below) and your activity in connection with all
other TextThread.com websites (collectively the "Service").
You must be a resident of the U.S.
and at least 18 years of age to agree to and enter into
this Agreement on your own behalf and to register for use
of the Service. If you are under 18 but at least 13 years
of age, you must present this Agreement to your parent or
legal guardian, and he or she must agree to enter into this
Agreement on your behalf. Children under the age of 13 may
not register for the Service, and parents or legal guardians
may not register on their behalf. By using the Service,
you are indicating your acceptance to this Agreement, you
represent that (i) you have read, understood and agree to
be bound by this Agreement and (ii) you are at least 18
years old, either entering into this Agreement for yourself
or entering on behalf of your child or a child in your legal
care. If you are a parent or guardian entering this Agreement
for the benefit of your child, please be aware that you
are fully responsible for his or her use of the Service,
including all financial charges and legal liability that
he or she may incur. If you do not agree to (or cannot comply
with) any of these terms and conditions do not attempt to
access the Services. Where applicable, TextThread.com reserves
the right to limit you to one free trial or promotion that
cannot be combined with other offers.
1.2 If you do not
agree to be bound by (or cannot comply with) any of the
terms and conditions of this Agreement, do not continue
the registration process or attempt to access the Service.
1.3 TextThread.com
may from time to time amend, supplement or modify the terms
of this Agreement. If you do not agree to be bound by or
cannot comply with the Agreement as amended, your only remedy
is to stop using the Service. You will be deemed to have
accepted the Agreement as amended if you continue to use
the Service.
1.4 In order to use
the Service, you must register and provide certain information
to TextThread.com ("Registration Information"). You agree
that you will use the Service only in the country or territory
where you currently reside. You agree to provide current,
complete and accurate Registration Information at the time
you register and that you will update your Registration
Information as necessary to keep it current, complete and
accurate in the "My Account" area of the appropriate TextThread.com
Website. TextThread.com will use your Registration Information
in accordance with its privacy policy, which you can review
at http://www.RadioTextLife.com. Please review this privacy
policy before you complete the registration process or attempt
to use or access the Service. You agree that you will not
allow others to use your member name, password and/or account.
You agree to indemnify and hold TextThread.com, its partners,
parents, subsidiaries, agents, affiliates and/or licensors,
as applicable, harmless for any improper, unauthorized or
illegal uses of your member name, password and/or your account.
This includes illegal, unauthorized or improper use by anyone
to whom you have given permission to use your member name,
password and/or account. Every user of this Service must
recognize that Textual Harassment is a crime; and must agree
to not use this Service to Textually Harass anyone.
1.5 TextThread.com
may in its sole discretion terminate this Agreement or suspend
your account at any time. If TextThread.com terminates this
Agreement, or suspends your account for any of the reasons
set forth in this paragraph, it shall have no liability
or responsibility to you, and TextThread.com will not refund
any portion of your fees. You understand and agree that
your cancellation of your account is your sole right and
remedy with respect to any dispute with TextThread.com.
This includes, but is not limited to, any dispute related
to or arising out of: (1) any term of this Agreement or
TextThread.com's enforcement or application of the same;
(2) any policy or practice of TextThread.com, including
its Privacy Policy, or TextThread.com's enforcement or application
of these policies; (3) the Content; (4) your use of and/or
ability to access and use the Service; and (5) the amount
or type of fees, surcharges, applicable taxes, billing methods,
or any change to the fees, applicable taxes, surcharges
or billing methods. Except as set forth above with respect
to inadvertent charges, in the event that your account or
subscription is terminated or canceled, TextThread.com will
not refund any fees.
2. Service
2.1 Description of
Service. The Service is available via TextThread.com's websites,
including RadioTextLife.com, and includes everything on
the sites that may exist from time to time. Subscribers
will receive text messages from radio personalities/ celebrities
direct from their mobile phone to the users mobile phone,
via transmission through TextThread.com's servers.
2.2 Use of Service
2.2.1 You must be
a resident of the U.S.
and at least 18 years of age to agree to and enter into
this Agreement on your own behalf and to register for use
of the Service. If you are under 18 but at least 13 years
of age, you must present this Agreement to your parent or
legal guardian, and he or she must enter into this Agreement
on your behalf. Children under the age of 13 may not register
for the Service, and parents or legal guardians may not
register on their behalf. By indicating your acceptance
to this Agreement, you represent that (i) you have read,
understood and agree to be bound by this Agreement and (ii)
you are at least 18 years old, either entering into this
Agreement for yourself or entering on behalf of your child
or a child in your legal care. If you are a parent or guardian
entering this Agreement for the benefit of your child, please
be aware that you are fully responsible for his or her use
of the Service, including all financial charges and legal
liability that he or she may incur.
2.2.2 You may use
the Service only in accordance with the terms and conditions
of this Agreement and any amendments, including any additional
terms necessary in connection with any particular feature
or function of the Service.
2.2.3 The Service
is for your personal use and may only be used in accordance
with the terms and conditions of this Agreement. You understand
and agree that you may not transmit or re-transmit, broadcast
or re-broadcast or make any commercial use of the Service,
including the Content. For example, you may not copy or
distribute the Service or the Content in any manner not
expressly authorized by the Service.
2.2.4 You may not
attempt (or authorize, encourage or support others' attempts)
to circumvent, reverse engineer, decrypt, break or otherwise
alter or interfere with the Service, including the Content.
You agree to advise TextThread.com promptly of any such
unauthorized use(s) or attempt(s).
2.2.5 TextThread.com's
rights to make certain Content available to you may change.
In such event, TextThread.com will not deliver to you the
license connected to such Content. If TextThread.com ceases
making any such rights available, TextThread.com will not
refund any portion of your fees.
2.2.6 You assume
total responsibility and risk for your use of this Service.
To the extent permitted by law, TextThread.com provides
all Services, Content and Information on an "AS IS" basis
and does not make any warranties, express or implied, representations
or endorsements with regard to the Service, affiliates,
text senders, opinions, information, or Content.
2.2.7 TextThread.com
does not claim ownership of the materials you provide to
TextThread.com (including feedback and suggestions) or post,
upload, input or submit to this Service for review by the
general public, or by the members of any public or private
community. However, by posting, uploading, inputting, providing
or submitting ("Posting") your Submission you are granting
TextThread.com permission to use your Submission in connection
with the operation of their business, including, without
limitation, the license rights to: copy, distribute, transmit,
publicly display, publicly perform, reproduce, edit, translate
and reformat your Submission; to publish your name in connection
with your Submission; and the right to sublicense such rights.
No compensation will be paid with respect to the use of
your Submission, as provided herein. TextThread.com is under
no obligation to post or use any Submission you may provide
and TextThread.com may remove any Submission at any time
in its sole discretion. By Posting a Submission you warrant
and represent that you own or otherwise control all of the
rights to your Submission as described in these Terms of
Use including, without limitation, all the rights necessary
for you to provide, post, upload, input or submit the Submissions.
2.2.8 As a condition
of your use of the Service, you will not use the Service
for any purpose that is unlawful or prohibited by these
terms and conditions. You may not use the Service in any
manner that could damage, disable, overburden, or impair
the Service, or network, connected to the Service, or interfere
with any other party's use and enjoyment of the Service.
You may not attempt to gain unauthorized access to the Service,
accounts, computer systems or networks connected to the
Service, through any means. TextThread.com reserves the
right at all times to disclose any information as TextThread.com
deems necessary to satisfy any applicable law, regulation,
legal process or governmental request, or to edit, refuse
to post or to remove any information or materials, in whole
or in part, in its sole discretion.
2.2.9 The Service
may present links to retailers and/or other third-party
websites not owned or operated by TextThread.com. These
links are provided only as a convenience to you. Neither
TextThread.com nor its business partners are responsible
for the availability of these outside sites or their contents.
You understand and agree that neither TextThread.com nor
its business partners are responsible or liable, directly
or indirectly, for any damage or loss caused or alleged
to be caused by or in connection with your use of or reliance
on any content of any such site or goods or services available
through any such site. You should direct any concerns regarding
these third-party sites to those sites' administrators.
2.2.10 TextThread.com
reserves the right at any time and from time to time to
modify or discontinue, temporarily or permanently, the Service
(or any part thereof) with or without notice to you. You
agree that neither TextThread.com nor its affiliates or
licensors shall be liable to you or to any third party for
any modification, suspension or discontinuance of the Service.
2.2.11 By posting
messages, inputting data, or engaging in any other form
of communication through the Service, you represent and
warrant that you own or otherwise control all applicable
rights to the content, materials, messages and the like
that you post, upload, transmit or display; that the content,
materials, messages and the like are accurate; that use
of the content, materials, messages and the like that you
supply does not violate third-party rights and will not
cause injury to any person or entity; and that you will
indemnify TextThread.com, its partners, parents, subsidiaries,
agents, affiliates and/or licensors, as applicable, for
all claims resulting from content, messages, materials and
the like that you supply. In addition, you acknowledge and
agree that TextThread.com may store and/or disclose, as
applicable, any such content, messages or material it is
required to do so by law, or has a good faith belief that
such storage or disclosure is reasonably necessary to comply
with court orders or other legal processes; to enforce this
Agreement; to respond to any claims that such content (or
your use of the same) violates any third party's rights;
or to protect the rights, property or personal safety of
TextThread.com, its business partners, affiliates, licensors
and/or licensees, any other TextThread.com subscriber or
member, or the general public.
2.2.12 Please direct
any questions concerning the Service, Content or any other
related issue to admin at TextThread dot com.
2.3 Price and Delivery
2.3.1 The price of
any Service purchased through the Service will be the price
specified in the Service at the time of your purchase, which
is a reoccurring monthly subscription that is billed every
month on the day of the month that the user originally signs
up on. By purchasing the Content or Service you warrant
that you are the authorized purchaser and that the billing
information provided is accurate. TextThread.com will not
issue refunds based upon inaccuracies represented by the
purchaser. By approving the purchase of the Service, you
authorize TextThread.com to charge you for the purchase,
and reoccurring monthly subscription charges. You may also
be subject to terms and conditions set forth by other third
parties, including your wireless carrier.
2.3.2 Cancellation
Fee: The cost for the Service is billed monthly and if canceled
for any reason, by the subscriber or TextThread.com, the
subscriber is subject to a cancellation fee of $21.83.
By approving the purchase of the Service you understand
and agree that you are subject to the cancellation fee of
$21.83, no matter how many months have already been paid.
2.3.3 Member Subscription:
This Service may require you to open an account. You must
complete the registration process by providing TextThread.com
with current, complete and accurate information as prompted
by the applicable registration form. You then will choose
a password and a user name. You are entirely responsible
for maintaining the confidentiality of your password and
account. Furthermore, you are entirely responsible for any
and all activities that occur under your account. You agree
to notify TextThread.com immediately of any unauthorized
use of your account or any other breach of security. TextThread.com
will not be liable for any loss that you may incur as a
result of someone else using your password or account, either
with or without your knowledge. However, you could be held
liable for losses incurred by TextThread.com or another
party due to someone else using your account or password.
The Service subscription is not transferable, such that
you may not authorize other persons to sue your account.
Any distribution by you of your account name and password
my result in cancellation of your subscription without refund
and in additional charges based upon unauthorized use.
2.3.4 Pre-Paid Cards:
The Terms of Use for the Pre-Paid cards are explained in
the Pre-Paid Card Terms and Conditions. However, these Terms
also apply to the Use of the Pre-Paid cards.
2.3.5 Delivery: Delivery
of Product/ Service purchased pursuant to these Terms will
be made directly to your cellular phone. Delivery is conditional.
In order for proper delivery, your cellular phone must be
turned on; capable of receiving the Product/ Service; set
to receive text messages (Please note that not all mobile
phones allow the acceptance of Service and additional charges
may apply in connection with such text messages). SMS text
messages can not be guaranteed; and by agreeing to this
Agreement you understand and agree that SMS text messages
can be dropped by the network and are not guaranteed. Ordered
Product/ Service can only be delivered when the cellular
phone is on a compatible network, a full list of which is
available on the order form. Provided that the cellular
phone and cellular phone provider's network will accept
the Product/ Service, delivery of the Product/ Service will
occur within 24 hours of completion of the order. Typically,
delivery of the Product/ Service occurs within a matter
of seconds. If the Product/ Service has not been successfully
delivered, you must notify us within 7 days. If you do not
notify us within this period, you waive your right to receive
re-delivery of the Product/ Service. All amounts paid to
the Service are non-refundable. However, TextThread.com,
in its sole discretion, may issue re-deliveries provided
the 7 day notice requirement has been satisfied.
2.3.6 TextThread.com
reserves its right to collect applicable taxes and impose
premium surcharges for certain features of the Service.
2.4 Restrictions
2.4.1 You may not
use the Service to upload, post, transmit, display, perform
or otherwise make available to other subscribers, members
or third-parties any messages, content or materials that
are illegal, obscene, threatening, defamatory or invasive
of privacy; violate (intentionally or unintentionally) a
contractual, fiduciary or confidentiality obligation or
duty you have to any third party; infringe intellectual
property or other third-party rights; harm minors in any
way; comprise or contain software viruses or other computer
code designed to interfere with the functionality of any
computer systems, software or hardware; interfere with or
disrupt the Service or any networks or servers connected
to or by the Service; constitute unsolicited bulk email,
political campaigning, commercial solicitation, chain letters,
pyramid schemes, mass mailings, or any form of spam; or
violate (intentionally or unintentionally) any applicable
local, state, national or international law. In addition,
you may not use a false email address, impersonate any person
or entity (including but not limited to other subscribers,
members and employees of TextThread.com, its affiliates
or licensors), or otherwise mislead other subscribers, members
or third parties as to your identity or to the origin of
a message or content. You understand and agree that any
loss or damage of any kind that occurs as a result of the
use of any messages, content or material that you upload,
post, transmit, display or otherwise make available through
your use of the Service is solely your responsibility.
3. Content
3.1 In consideration
of your payment and your acceptance of this Agreement, TextThread.com
grants you a non-exclusive, non-transferable, single-user
right to receive and enjoy the Content on a single hand-held
computer or mobile device. This license extends to you and
your hand-held computer or mobile device.
3.2 You may not reproduce,
copy, transfer or distribute by any means, method or process
whatsoever, any of the Content licensed by this Agreement,
including by not limited to, transferring or downloading
any such Content from one hand-held computer or mobile device
to another, to a computer hard drive, or otherwise copying
the Content onto any other storage medium.
3.3 This license
may not be assigned without the written consent of TextThread.com,
which right may be withheld by TextThread.com in its sole
discretion.
3.4 The Content may
contain third party Content which requires notices and/or
additional terms and conditions. By accepting this Agreement,
you are also accepting the additional terms and conditions,
if any, set forth therein.
3.5 You may not alter,
merge, modify, or adapt the Content pr create derivative
works based upon the Content.
3.6 You may not sell,
rent, lease, or sublicense the Content.
3.7 TextThread.com
is not responsible in any way to you for any content or
materials constituting all or part of any Content or any
other aspect of the Service that you might find objectionable,
obscene, or in violation to your person, thoughts, feelings
or beliefs in any way, intentionally or unintentionally.
3.8 Nothing in this
Agreement grants you or authorizes you to grant to anyone
else any right to reproduce, copy or distribute by any means,
method or process whatsoever any of the Content licensed
by this Agreement, including but not limited to, transferring
or downloading any such Content to a computer hard drive,
or otherwise copying the Content onto any storage medium.
3.9 Nothing in this
Agreement grants you or authorizes you to grant to anyone
else any right to reproduce, copy or distribute or perform
publicly by any means, method or process whatsoever, any
sound recording embodying any of the Content licensed under
this Agreement.
3.10 If you fail
to comply with this Agreement, TextThread.com may, in addition
to its other remedies, terminate this Agreement and the
license it grants you and you must destroy all copies of
the Content.
3.11 The foregoing
license grants you a limited license to use the Content.
TextThread.com and its licensors retain all right, title
and interest, including all copyright and intellectual property
rights, in and to, the Content and all copies thereof. All
rights not specifically granted in this Agreement including
Federal and International Copyrights, are reserved by TextThread.com
and its licensors.
3.12 CONTENT WARRANTY
DISCLAIMER AND LIMITED LIABILITY. THE CONTENT IS PROVIDED
TO YOU ON AN "AS-IS" BASIS. TEXTTHREAD.COM PROVIDES NO TECHNICAL
SUPPORT, WARRANTIES OR REMEDIES FOR THE CONTENT. TEXTTHREAD.COM
AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES AND REPRESENTATIONS,
WHETHER EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING THE WARRANTIES
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
ALSO, THERE IS NO WARRANTY OF NON-INFRINGEMENT AND TITLE
OR QUIET ENJOYMENT. TEXTTHREAD.COM DOES NOT WARRANT THAT
THE CONTENT IS ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION.
NO RIGHTS OR REMEDIES REFERRED TO IN ARTICLE 2A OF THE U.C.C.
WILL BE CONFERRED ON YOU UNLESS EXPRESSLY GRANTED HEREIN.
TEXTTHREAD.COM SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED
WARRANTY OF FITNESS FOR SUCH PURPOSES. IF APPLICABLE LAW
REQUIRES ANY WARRANTIES WITH RESPECT TO THE CONTENT, ALL
SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS
FROM THE DATE OF DELIVERY. NO ORAL OR WRITTEN INFORMATION
OR ADVICE GIVEN BY TEXTTHREAD.COM, ITS DEALERS, DISTRIBUTORS,
AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY
INCREASE THE SCOPE OF ANY WARRANTY PROVIDED HEREIN. (USA
ONLY) SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED
WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY
ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.
3.13 The Content
Warranty Disclaimer and Limited Liability set forth above
are fundamental elements of the basis of the Agreement between
TextThread.com and you. TextThread.com would not be able
to provide the Content on an economic basis without such
limitations. Such Warranty Disclaimer and Limited Liability
inure to the benefit of TextThread.com's licensors.
3.14 (Outside of
the USA)
Consumer End Users Only. The limitations or exclusions of
warranties and liability contained in this Agreement do
not affect or prejudice the statutory rights of a consumer,
i.e., a person acquiring goods otherwise than in the course
of a business. The limitations or exclusions of warranties,
remedies or liability contained in this Agreement shall
apply to you only to the extent such limitations or exclusions
are permitted under the laws of the jurisdiction where you
are located.
3.15 If TextThread.com
(a) receives a Notice alleging that you have engaged in
infringing behavior or (b) reasonably suspects that your
use of the Service or the Content violates TextThread.com's
or others' intellectual property rights, TextThread.com
may, in its sole discretion, suspend or terminate your account
with or without notice to you. If TextThread.com suspends
or terminates your account under this paragraph, it shall
have no liability or responsibility to you, and TextThread.com
will not refund any portion of your fees charged to date.
3.16 You may not
transfer the Service or any Content out of your handset
via any means for any purpose. Any copying, redistribution
or other use of the Content is expressly prohibited without
the prior written consent of TextThread.com.
4. Privacy
4.1 For additional
information regarding the use of information collected in
connection with the Service, please refer to TextThread.com's
privacy policy at http://www.RadioTextLife.com.
5. Liability
5.1 You agree to
indemnify and hold harmless TextThread.com and its agents,
employees, representatives, licensors, affiliates, parents
and subsidiaries from and against any and all claims, actions,
demands, causes of action and other proceedings arising
from or concerning your use of the Service and the Content
(collectively "Claims"), and to reimburse them on demand
for any losses, costs, judgments, fees, fines and other
expenses they incur (including attorneys' fees and court
costs) as a result of any Claims.
5.2 UNDER NO CIRCUMSTANCES
SHALL TEXTTHREAD.COM AND/OR ITS AGENTS, EMPLOYEES, PARENTS,
SUBSIDIARIES, AFFILIATES, LICENSORS, BUSINESS PARTNERS AND/OR
SUPPLIERS ("TEXTTHREAD.COM PARTIES") BE LIABLE TO YOU OR
ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE,
OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO,
DAMAGES FOR THE INABILITY TO USE THE CONTENT, LOSS OF BUSINESS,
LOSS OF PROFITS, BUSINESS INTERRUPTION OR THE LIKE), ARISING
OUT OF THE USE OF, OR INABILITY TO USE, THE CONTENT AND
BASED ON ANY THEORY OF LIABILITY INCLUDING BREACH OF CONTRACT,
BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT/
SERVICE LIABILITY OR OTHERWISE, EVEN IF TEXTTHREAD.COM OR
ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS
FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
5.3 TEXTTHREAD.COM'S
TOTAL LIABILITY TO YOU FOR ACTUAL DAMAGES FOR ANY CAUSE
WHATSOEVER WILL BE LIMITED TO THE GREATER OF $50 OR THE
AMOUNT PAID BY YOU FOR THE SERVICE AND/OR CONTENT THAT CAUSED
SUCH DAMAGE.
5.4 (USA ONLY) SOME
STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY
FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION
OR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE
OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.
5.5 THE FOREGOING
LIMITATIONS ON LIABILITY ARE INTENDED TO APPLY TO ALL ASPECTS
OF THIS AGREEMENT.
5.6 UNDER NO CIRCUMSTANCES
SHALL TEXTTHREAD.COM AND/OR THE TEXTTHREAD.COM PARTIES,
AS APPLICABLE, BE LIABLE FOR ANY UNAUTHORIZED USE OF THE
SERVICE AND/OR THE CONTENT.
6. Miscellaneous
6.1 Remedies. You
understand and agree that any unauthorized use of the Service
or the Content would result in irreparable injury to TextThread.com
and/or its affiliates or licensors for which money damages
would be inadequate, and in such event TextThread.com its
affiliates and/or licensors, as applicable, shall have the
right, in addition to other remedies available at law and
in equity, to immediate injunctive relief against you. Nothing
contained in this paragraph or elsewhere in this Agreement
shall be construed to limit remedies or relief available
pursuant to statutory or other claims that TextThread.com,
its affiliates and/or licensors may have under separate
legal authority, including but not limited to, any claim
for intellectual property infringement.
6.2 Promotions and
Advertising. TextThread.com and/or its business partners
may present advertisements and promotional materials on
or through the Service. Your participation in any TextThread.com
promotional event is subject to the terms and conditions
associated with that event. Your correspondence or business
dealings with, or participation in promotions of, any third-party
advertisers on or through the Service, including payment
and delivery of related goods or services, and any other
terms, conditions, warranties or representations associated
with such dealings, are solely between you and such third-party.
You agree that neither TextThread.com nor its business partners
shall be responsible or liable for any loss or damage of
any sort incurred as the result of any such dealings or
as the result of the presence of such third parties on the
Service.
6.3 This Agreement
shall be governed by the internal laws of the State of New
York, without giving effect to principles
of conflict of laws. You hereby consent to the exclusive
jurisdiction and venue of the state courts sitting in Monroe
County, New York
or the United States Federal District for the District of
New York to resolve any disputes arising under this Agreement.
In each case this Agreement shall be construed and enforced
without regard to the United Nations Convention on the International
Sale of Goods.
6.4 This Agreement
contains the complete Agreement between the parties with
respect to the subject matter hereof, and supersedes all
prior or contemporaneous Agreements or understandings, whether
oral or written. You agree that any varying or additional
terms contained in any purchase order or other written notification
or document issued by you in relation to the Content licensed
hereunder shall be of no effect. The failure or delay of
TextThread.com to exercise any of its rights under this
Agreement or upon any breach of this Agreement shall not
be deemed a waiver of those rights or of the breach.
6.5 No TextThread.com
dealer, distributor, agent or employee is authorized to
make any amendment to this Agreement. This Agreement supersedes
any and all prior agreements, discussions and negotiations
between you and TextThread.com, and it sets forth the entire
agreement and understandings between the parties as to the
subject matter of this Agreement. Neither of the parties
shall be bound by any terms, conditions, definitions, waivers,
warranties or representations with respect to the subject
matter of this Agreement other than as expressly provided
in this Agreement or duly set forth on or subsequent to
the date hereof in a writing signed by a proper and duly
authorized representative of whichever of the parties is
to be bound thereby.
6.6 If any provision
of this Agreement shall be held by a court of competent
jurisdiction to be contrary to law that provision will be
enforced to the maximum extent permissible and the remaining
provisions of this Agreement will remain in full force and
effect.
6.7 "TextThread.com"
and other trademarks contained in the Content are trademarks
or registered trademarks of TextThread, in the United
States and/or other countries.
Third party trademarks, trade names, product and service
names and logos may be the trademarks or registered trademarks
of their respective owners. You may not remove or alter
any trademark, trade names, product and service names, logo,
copyright or other proprietary notices, legends, symbols
or labels in the Content. This Agreement does not authorize
you to use TextThread.com's or its licensors' names or any
of their respective trademarks.
6.8 If either party
breaches, or threatens to breach, any of its obligations
under this Agreement, the damages to the other party will
be great and irreparable; therefore, either party may apply
to a court of competent jurisdiction for injunctive or other
equitable relief to restrain such breach or threat of breach,
without posting bond and without disentitling such party
to any other relief in either law or equity.
6.9 This Agreement
shall not be construed to create a joint venture or partnership
between the parties hereto. Neither party shall have the
right, power, or authority at any time to act on behalf
of, to impose any obligation on, or to represent or legally
bind the other.
6.10 The enumeration
and headings contained in this Agreement are for convenience
only and are not intended to have any substantive significance
interpreting this Agreement.
6.11 You agree that
TextThread.com may audit your use of the Content for compliance
with these terms at any time, upon reasonable notice. In
the event that such audit reveals any use of the Content
by you other than in full compliance with the terms of this
Agreement, you shall reimburse TextThread.com for all reasonable
expenses related to such audit in addition to any other
liabilities you may incur as a result of such non-compliance.
6.12 Indemnification.
You agree to indemnify, defend and hold us and our partners,
agents, officers, directors, employees, subcontractors,
successors, assigns, third party suppliers of information
and documents, attorneys, advertisers, product and service
providers, and affiliates (collectively, "Affiliated Parties")
harmless from any liability, loss, claim and expense, including
reasonable attorney's fees, related to your violation of
this Agreement or use of the Site.
6.13 Errors, Corrections
and Changes. We do not represent or warrant that the Site
will be error-free, free of viruses or other harmful components,
or that defects will be corrected. We do not represent
or warrant that the information available on or through
the Site will be correct, accurate, timely or otherwise
reliable. We may make changes to the features, functionality
or content of the Site at any time. We reserve the
right in our sole discretion to edit or delete any documents,
information or other content appearing on the Site.
6.14 Third Party Content. Third party content may appear
on the Site or may be accessible via links from the Site.
We are not responsible for and assume no liability for any
mistakes, misstatements of law, defamation, omissions, falsehood,
obscenity, pornography or profanity in the statements, opinions,
representations or any other form of content on the Site.
You understand that the information and opinions in the
third party content represent solely the thoughts of the
author and is neither endorsed by nor does it necessarily
reflect our belief.
6.15 Unlawful Activity. We reserve the right to investigate
complaints or reported violations of this Agreement and
to take any action we deem appropriate, including but not
limited to reporting any suspected unlawful activity to
law enforcement officials, regulators, or other third parties
and disclosing any information necessary or appropriate
to such persons or entities relating to your profile, email
addresses, usage history, posted materials, IP addresses
and traffic information.
6.16 Indemnification. You agree to indemnify, defend and
hold us and our partners, agents, officers, directors, employees,
subcontractors, successors, assigns, third party suppliers
of information and documents, attorneys, advertisers, product
and service providers, and affiliates (collectively, "Affiliated
Parties") harmless from any liability, loss, claim and expense,
including reasonable attorney's fees, related to your violation
of this Agreement or use of the Site.
6.17 Nontransferable. Your right to use the Site is not
transferable or assignable. Any password or right given
to you to obtain information or documents is not transferable
or assignable.
6.18 Securities Laws. The Site may include statements concerning
our operations, prospects, strategies, financial condition,
future economic performance and demand for our products
or services, as well as our intentions, plans and objectives
(particularly with respect to product and service offerings),
that are forward-looking statements. These statements are
based upon a number of assumptions and estimates which are
subject to significant uncertainties, many of which are
beyond our control. When used on our Site, words like "anticipates,"
"expects," "believes," "estimates," "seeks," "plans," "intends,"
"will" and similar expressions are intended to identify
forward-looking statements designed to fall within securities
law safe harbors for forward-looking statements. The Site
and the information contained herein does not constitute
an offer or a solicitation of an offer for sale of any securities.
None of the information contained herein is intended to
be, and shall not be deemed to be, incorporated into any
of our securities-related filings or documents.
6.19 Legal Compliance. You agree to comply with all applicable
domestic and international laws, statutes, ordinances and
regulations regarding your use of the Site and the Content
and Materials provided therein.
6.20 Linking to the
Site. You may provide links to the Site, provided (a) that
you do not remove or obscure, by framing or otherwise, advertisements,
the copyright notice, or other notices on the Site, (b)
your site does not engage in illegal or pornographic activities,
and (c) you discontinue providing links to the Site immediately
upon request by us.
6.21 Links to other
Web Sites. The Site contains links to other Web sites. We
are not responsible for the content, accuracy or opinions
express in such Web sites, and such Web sites are not investigated,
monitored or checked for accuracy or completeness by us.
Inclusion of any linked Web site on our Site does not imply
approval or endorsement of the linked Web site by us. If
you decide to leave our Site and access these third-party
sites, you do so at your own risk.
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