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Last modified: November 1, 2010
mobile marketing reseller.net Terms of Service
CTA (call to action) will appear on Printed material with
keywords and shortcode. Ex: “Text JOIN, VIP, SUCCESS, SPECIAL, SPECIALS, COUPON, FLOWER, FLOWERS to
our shortcode to join the mobile marketing reseller.net Mobile Offer club and receive special offers and product
rebates on your phone. Get upto 30msg/mo. Msg&Data rates may apply. Reply STOP to opt-out .
Reply HELP for help or CALL 1-877.225.8824.
mobile marketing reseller.net Mobile Offers is a SMS subscription program.
Message and Data rates may apply. Get up to 30 msgs/month. This service is available on AT&T,
Alltel, Boost, Sprint, Nextel, T-Mobile, U.S. Cellular, and Verizon Wireless. For assistance CALL
1-877.225.8824 or text HELP to 72727. To opt-out at anytime text STOP to 72727.
This Agreement (the “Agreement”) is entered into by and
between World Wide Web Solutions Inc (mobile marketing reseller.net), having offices at 3912 S Ocean Blvd #1104,
Highland Beach, Fl 33487, and (“Customer”), and shall be effective as of this date.
1. SERVICES. mobile marketing reseller.net will provide the services set forth
in this agreement. mobile marketing reseller.net will use commercially reasonable efforts to provide a secure
transmission of customer data to and from the mobile marketing reseller.net database located on mobile marketing reseller.net Internet
computer network. The services and all related software and intellectual property are hereinafter
referred to as the “Services.”
2. FEES. Customer shall pay the fees set forth during the
Term of this Agreement. mobile marketing reseller.net will invoice Customer for these fees on a 28-day billing cycle.
Customer agrees to pre-pay for every month of service. Customer acknowledges that all text message
overages are charged in arrears at the rate designated in their existing monthly plan.
Customer will provide credit card information to mobile marketing reseller.net
and mobile marketing reseller.net will charge customers credit card on file for overages. Invoices will be sent
electronically (email) to customer monthly. There may be an additional one time set-up fee billed
with the first month of service. All charges and fees hereunder are exclusive of federal, state and
local excise, sales, use and other taxes now or hereafter levied or imposed for the provision of
Services hereunder. Except for taxes on mobile marketing reseller.net net income, Customer shall be liable for and
pay al such taxes and other levies, regardless of whether included on any invoice. mobile marketing reseller.net is
prohibited from changing the amount, structure, method and/or basis of the fee at any time during
the term of this Agreement.
Customer has the exclusive right to upgrade or downgrade
their service plan at anytime with 15 days notice in writing to mobile marketing reseller.net.
3. LICENSE; RESTRICTIONS. a) mobile marketing reseller.net hereby grants
Customer a non-exclusive, non- transferable license to access and use the Services at Customer’s
place of business. Customer is prohibited from reselling, loaning or otherwise sharing the Services
or divulging any related confidential information including, but not limited to passwords or
instructional manuals. Except as expressly permitted in this Section, Customer may not use,
reproduce, transfer, share, sublicense or transmit the Services in any form or by any means without
the prior written consent of mobile marketing reseller.net. Customer further agrees not to modify, translate,
transform, decompile, reverse engineer, disassemble, or otherwise determine or attempt to determine
source code from the Services or related software, or to permit or authorize a third party to do
so. Title to the Services, and all related software, technical know-how, and intellectual property
rights therein are and shall remain the exclusive property of mobile marketing reseller.net. Customer shall not take
any action to jeopardize, limit or interfere in any manner with mobile marketing reseller.nets ownership of, and
rights with respect to any licensed software and/or Services. b) COMPLIANCE. Customer acknowledges
and agrees that, as between Customer and mobile marketing reseller.net, Customer is responsible for compliance with
all federal, state or other applicable laws governing the use of the Services, including but not
limited to laws applicable to direct marketing and privacy. Customer further acknowledges and
agrees that mobile marketing reseller.net merely provides a routine conveyance,” as that term is defined in 15 U.S.C.
§ 7702 (CAN SPAM Act), in connection with the transmission of any electronic mail messages on
behalf of Customer in connection with the Services. Customer also agrees to comply with
mobile marketing reseller.nets polices and rules for use of the Services, including its e-mail transmission services,
as made available to Customer and as amended by mobile marketing reseller.net from time to time in its sole
discretion.
4. INTELLECTUAL PROPERTY RIGHTS. It is the intent of the
parties that mobile marketing reseller.net shall own the Services, as well as all patents, copyrights, trademarks,
trade secrets and other intellectual property rights associated with or appurtenant to the
Services. Neither Customer, nor its subsidiaries, affiliates, agents, or employees shall have any
right to use the Services other than for the purposes set forth herein. In all cases, the Services
are and shall remain the sole and exclusive property of mobile marketing reseller.net. Customer covenants to take no
action nor commit any omission that would be adverse to mobile marketing reseller.nets sole and exclusive ownership
of the Services. If Customer, its subsidiaries, affiliates, employees or any third parties obtain
any rights of ownership in or use of the Services through operation of applicable law or otherwise,
Customer agrees to and hereby transfers, grants, conveys, assigns and relinquishes exclusively to
mobile marketing reseller.net any and all right, title and interest it has or may acquire in the Services under
patent, copyright, trade secret, trademark or other law relating to intellectual property in
perpetuity or for the longest period otherwise permitted by law.
5. CONFIDENTIALITY. a) Customer acknowledges that the
Services are the trade secrets of mobile marketing reseller.net b) Each party agrees to use good faith efforts and at
least the same care that it uses to protect its own confidential information of like importance,
but in no event less than reasonable care, to prevent unauthorized dissemination or disclosure of
the other party’s confidential information both during and after the Term of this Agreement
(including without limitation, the Services). In addition, each party shall use the other party’s
confidential information solely as necessary for the performance of this Agreement. Confidential
information will include, but is not necessarily limited to (i) non-public financial information
concerning either party; (ii) information concerning either party’s product line (both current and
planned), research, development, customers, and pricing and marketing plans, unless and until
publicly announced; and (iii) any information designated as confidential in writing at or prior to
disclosure. c) Except as required by law, mobile marketing reseller.net will not disclose to any non-affiliated third
party any non-public individually identifiable customer data received from Customer without
Customer’s prior approval. mobile marketing reseller.net shall maintain at all times during the Term appropriate and
reasonable safeguards to protect such individually identifiable customer data using measures no
less rigorous than those used to protect mobile marketing reseller.nets own customers’ individually identifiable
data. d) The restrictions in this Section 5 Confidential Information shall not apply to information
which: (i) has become publicly known without breach of this Agreement or any other confidentiality
obligation by the receiving party; (ii) has been given to the receiving party by a third party with
a legal right to so disclose; (iii) was known to the receiving party at the time of disclosure as
evidenced by its written records; (iv) was independently developed by the receiving party without
reference to the other party’s confidential information; or (v) is necessary to establish the
rights of either party under this Agreement; or must be disclosed by the receiving party to comply
with any requirement of law or order of a court or administrative body (provided that the receiving
party will endeavor to notify the disclosing party of the issuance of such order and reasonably
cooperate, at disclosing party’s expense, in its efforts to convince the court or administrative
body to restrict disclosure).
6. LIMITED WARRANTY; LIMITATION OF LIABILITY. a) mobile marketing reseller.net
PROVIDES THE SERVICES AND SOFTWARE “AS IS”AND MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS,
ORAL, IMPLIED OR STATUTORYAND SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY, INCLUDING, BUT NOT
LIMITED TO, THE QUALITY, COMPLETENESS, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE OR ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. b) mobile marketing reseller.net
SHALL NOT BE LIABLE TO CUSTOMER OR ANY OTHER PARTY FOR INJURY TO ANY PERSON OR PROPERTY WHATSOEVER
RESULTING FROM THE USE OF OR INABILITY TO USE THE SERVICES OR SOFTWARE OR FOR ANY INCIDENTAL,
CONSEQUENTIAL, INDIRECT, PUNITIVE, EXEMPLARY, OR OTHER DAMAGES OR EXPENSES OF ANY KIND OR NATURE
WHATSOEVER ARISING OUT OF OR RELATING TO THE SERVICE FOR SOFTWARE, EVEN IF ADVISED OF THE
POSSIBILITY OF SUCH DAMAGE. SPECIFICALLY, mobile marketing reseller.net SHALL NOT BE RESPONSIBLE FOR ANY LOST PROFITS
OR REVENUE, OR COSTS, INCLUDING, BUT NOT LIMITED TO, THOSE INCURRED AS A RESULT OF LOSS OF USE OF
THE SERVICES OR SOFTWARE, LOSS OF DATA, BUSINESS INTERRUPTION. COST OF RECOVERING SOFTWARE OR DATA,
COST OF SUBSTITUTE SOFTWARE OR DATA. OR OTHER SIMILAR COSTS. IN NO EVENT SHALL mobile marketing reseller.netS TOTAL
LIABILITY OF ANY KIND, REGARDLESS OF THE FORM IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE
BROUGHT, EXCEED THE TOTAL AMOUNT PAID TO mobile marketing reseller.net UNDER THIS AGREEMENT DURING THE TWELVE (12)
MONTH PERIOD PRIOR TO THE CLAIM.
7. INDEMNIFICATION. a) Customer assumes sole responsibility
for all use of the Services and agrees to indemnify, defend and hold mobile marketing reseller.net and its
affiliates, and its and their respective officers, directors, employees, agents and representatives
harmless from and against any and all claims, causes of action, suits, proceedings, demands,
damages, costs, expenses and liabilities of any kind whatsoever, including (without limitation)
legal expenses and reasonable attorneys’ fees, from third parties (“Claims”), arising out of or in
any way related to (i) Customer’s use of the Services, including without limitation the use or
inability to use the same, or any errors or omissions in the same, or (ii) any breach by Customer
of this Agreement. b) If a preliminary or final judgment shall be obtained against Customer’s use
of the Services by reason of a Claim that the Services infringe or misappropriate the intellectual
property rights of a third party or if the Services are likely to become the subject of such a
Claim, mobile marketing reseller.net shall at its option and expense either procure for Customer the right to
continue to use the Services as provided in this Agreement, or replace or modify the Services with
a version of Services that is non-infringing, but performing substantially similar functions. In
the event that neither of the foregoing options is commercially reasonable in mobile marketing reseller.nets sole
judgment, mobile marketing reseller.net shall cease providing the Services to Customer and refund to Customer any
pre-paid license fees paid by Customer for the remainder of the Term. THE RIGHTS AND OBLIGATIONS IN
THIS SECTION 7(b) ARE mobile marketing reseller.netS SOLE AND EXCLUSIVE OBLIGATIONS, AND CUSTOMER’S SOLE AND
EXCLUSIVE REMEDIES, WITH RESPECT TO ANY INTELLECTUAL PROPERTY INFRINGEMENT OR
MISAPPROPRIATION.
8. TERM AND TERMINATION. a) This Agreement shall commence on
the Effective Date and shall continue for six (6) months, unless terminated earlier as provided
herein (the “Term”). The term of this agreement shall commence upon “Active Date”. (Referenced
“Active Date” is hereto and after the date in which customer has approval and can actively use the
mobile marketing reseller.net system in its entirety .Thereafter, this Agreement shall automatically renew on a
month-to-month term unless either party provides written notice to the other party that it will not
renew, such notice to be given at least thirty (30) days prior to the expiration of the
then-existing Term. b) Either party may terminate this Agreement immediately for any breach of this
Agreement by the other party that is not cured within thirty (30) days after receipt of written
notice of the breach from the non-breaching party; provided however, such cure period shall not
apply if Customer is in breach of Section 3 License; Restrictions of this Agreement, or if either
party is in breach of Section 5 Confidentiality, and further provided, however, that the cure
period for the breach of an obligation to pay fees when due shall be ten (10) days. mobile marketing reseller.net may
terminate this Agreement at any time without cause upon thirty (30) days written notice to
Customer. Page 2 VOID IF ALTERED – Rev: 01/21/09 c) This Agreement shall be immediately terminated
upon the dissolution or bankruptcy of Customer, the filing of a bankruptcy petition by or against
Customer or a general arrangement or assignment by Customer for the benefit of creditors. d)
Following expiration or termination of this Agreement for any reason, all rights and licenses
granted herein shall terminate and Customer shall immediately cease use of and certify to
mobile marketing reseller.net that it has destroyed all copies of the Services and related software. e) Termination
or expiration of this Agreement for any reason shall not release any party from any liabilities or
obligations set forth in this Agreement that by their nature would be intended to be applicable
following any such termination or expiration. f) mobile marketing reseller.net reserves the right to suspend the
Services or terminate this Agreement in the event that a payment due remains unpaid three (3)
business days after Customer has been notified of such non-payment.
9. INJUNCTIVE RELIEF. Each party acknowledges that the
Services are unique property, and that the unauthorized use or disclosure thereof shall cause
mobile marketing reseller.net irreparable harm that could not be adequately compensated by monetary damages.
Accordingly, in addition to any other remedies available to it at law or in equity, mobile marketing reseller.net
will be entitled to injunctive relief to enforce the terms of this Agreement, including to prevent
any actual or threatened unauthorized use or disclosure of confidential information or the
Services.
10. GOVERNING LAW; DISPUTE RESOLUTION. a) This Agreement will
be construed in accordance with and governed by the laws of the State of Florida, without regard to
principles of conflicts of law. Any disputes under this Agreement shall be brought in Palm Beach
County, Florida. In the event that the Dispute Resolution section is invalidated, the parties
hereto consent to the jurisdiction of any local, state or federal court in which an action is
commenced and located in accordance with the terms of this Section and that is located in Palm
Beach County, Florida. The parties further agree not to disturb such choice of forum, and if not
resident in such state, waive the personal service of any and all process upon them, and consent
that such service of process may be made by certified or registered mail, return receipt requested,
addressed to the parties as set forth herein. b) Any dispute or claim arising hereunder shall be
submitted to binding arbitration in Palm Beach County, Florida, and conducted in accordance with
the Commercial Arbitration Rules of the American Arbitration Association (AAA), and the parties
expressly waive any right they may otherwise have to cause any such action or proceeding to be
brought or tried elsewhere. The parties hereunder further agree that: (i) any request for
arbitration shall bemade in writing and must be made within a reasonable time after the claim,
dispute or other matter in question has arisen; provided however, that in no event shall the demand
for arbitration be made after the date that institution of legal or equitable proceedings based on
such claim, dispute, or other matter would be barred by the applicable statutes of limitations;
(ii) the appointed arbitrator must be a former or retired judge or attorney at law with at least
ten (10) years experience in the substantive area of this Agreement; (iii) the award or decision of
the arbitrator, which may include equitable relief, shall be final and judgment may be entered on
such award in accordance with applicable law in any court having jurisdiction over the matter. c)
In any action, arbitration, or other proceeding by which one party either seeks to enforce its
rights under the Agreement, or seeks a declaration of any rights or obligations under the
Agreement, the prevailing party will be entitled to reasonable attorney’s fees and reasonable costs
and expenses incurred to resolve such dispute and to enforce any final judgment. In addition, if
Customer or Customer’s account is referred to an attorney or collection agency for collection,
Customer will pay for all collection fees, costs and expenses incurred by mobile marketing reseller.net, including
attorneys’ fees and fees of collection agencies.
11. GENERAL. a) Press Releases. mobile marketing reseller.net may issue press
releases and other marketing and promotional material describing the relationship created by this
Agreement. Customer shall have two (2) days to review such material prior to its release.
mobile marketing reseller.net may use specific information previously reviewed for public release by Customer,
without further approval. b) Notices. All notices and other communications to each party must be in
writing and sent to the party at the address specified in this Agreement or to such alternative
address as either party may furnish in writing to the other from time to time. If to mobile marketing reseller.net,
Attention: Legal Department. Unless otherwise agreed, notice shall be deemed given (i) upon receipt
when delivered personally, (ii) upon written verification of receipt from overnight courier, (iii)
upon verification of receipt of registered or certified mail, or (iv) upon verification of receipt
via facsimile. c) Force Majure. Neither party shall be liable or deemed to be in default for any
delays or failure in performance resulting directly or indirectly from any cause or circumstances
beyond its reasonable control, including but not limited to acts of God, war or warlike conditions,
terrorism, riot, embargoes, acts of civil or military authority, fire, flood, accidents, strikes or
labor shortages, sabotage, Internet failure, transportation facilities shortages, fuel or materials
or for failures of equipment, telecommunications facilities or third party software programs. d)
Severability. If any term or condition hereof is found by a court or administrative agency to be
invalid or unenforceable, the remaining terms and conditions hereof shall remain in full force and
effect and shall be enforceable to the maximum extent permitted by law. e) Waiver. The failure of
either party to enforce any provision of this Agreement shall not constitute or be construed as a
waiver of such provision or of the right to enforce it at a later time. A party’s remedies set
forth herein are not exclusive and are in addition to any and all other remedies available at law
or in equity, none of which shall be deemed as waived by virtue of a party’s exercise of any other
remedy. f) Entire Agreement. This Agreement and related exhibits and attachments represent the
entire agreement and understanding of the parties with respect to the subject matter hereof and
supersedes any and al prior agreements and understandings. There are no representations,
warranties, promises, covenants or undertakings, except as described herein. g) Service
Enhancements. mobile marketing reseller.net reserves the right to add or delete programs or services as part of our
continued enhancement of the Services. mobile marketing reseller.net will give Customer thirty (30) days notice of
any such changes and any fee increases or decreases related thereto. h) Amendment. Except where
otherwise provided herein, this Agreement may not be amended or otherwise modified except by an
Addendum signed by the parties hereto. i) Assignment. Customer may not sell, mortgage, assign or
otherwise transfer this Agreement or any of its rights or obligations hereunder to any other person
or entity, without the express written consent of mobile marketing reseller.net. Page 3 VOID IF ALTERED – Rev:
01/21/09 j) Aggregate Reports. Notwithstanding anything to the contrary contained in this
Agreement, mobile marketing reseller.net may track, analyze, and/or create reports related to aggregate activity in
connection with Customer’s use of the Services and share such information with its affiliated
companies. mobile marketing reseller.net and such companies may utilize such information to create, market, and sell
products and services. Customer has the right to grant mobile marketing reseller.net and such companies the foregoing
rights. k) Independent Contractors. The relationship of the parties will be that of independent
contractors. Neither of the parties will have, and will not represent that it has, any power to
bind the other or to create any obligation on behalf of the other. Nothing stated in this Agreement
shall be construed as constituting or as creating the relationships of employer/employee,
fiduciary, principal/agent, partnership, joint venture or representative of the other. l) Third
Party Beneficiaries. This Agreement is not intended to benefit any third party and the parties do
not intend to create any third party beneficiary rights under this Agreement. m) Precedent. The
preprinted terms and conditions of any purchase order or other document issued by Customer in
connection with this Agreement shall not be binding on mobile marketing reseller.net and shall not be deemed to
modify this Agreement.
12. NOTICES. a) Do not accept this contract before you read
it IN WITNESS WHEREOF, the parties have caused this Agreement to be accepted by their duly
authorized representative.
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