TERMS AND CONDITIONS
Please read through the 8020REI,
LLC Terms and Conditions below prior to using our website or services. By using
our website or services, or clicking “I Accept,” you indicate that you
understand and agree to be bound by these terms and conditions.
Thank you for choosing 8020REI, LLC (the “Company,” “we”, “us”, or “our”). These are the terms and conditions (the “Terms”) that apply to your use of the Company’s services following execution of the Master Data License Agreement (the “Agreement”) and to those services identified in documentation provided to you by email, on the Site, or by any other means in connection with any purchase, or any other services provided by the Company (collectively referred to as the “Services”).
Please read these Terms before registering for the Services. By completing your registration and clicking on the “I Accept” button below, you will become a registered user (a “User,” or, alternatively, “you”, “your”, “yours”) of the Services and Licensed IP and you agree to be bound by these Terms. If you do not agree to the Terms, do not register for or use the Services.
The Terms are subject to change by the Company at any time; however, the most current version of the Terms is available by clicking on the link at the bottom of the Site. We encourage you to regularly review the Terms to ensure that you are aware of any changes. By continuing to use the Services after changes in the Terms have been posted on the Site, you agree to be bound by the most current version of the Terms.
By registering for, using or receiving the Services, you:
We have the right, in our sole discretion, to modify or change the Site and/or the Services. We will notify you of such changes via the Site, email, or any other method we deem appropriate. Your continued use after any such modification or change is made constitutes your acceptance of such modification or change.
Upon receipt of the required license fees from you, you will be entitled to and we grant you on a limited, non-exclusive license to use the manual, non-marketing text messaging software platform (“the software”). This Agreement shall commence on the date register and agree to these Terms and Conditions of Use and continue for 30 days, after which shall automatically renew for successive 30-day renewal terms until terminated by either party on 30 day’s written notice. You alone are the authorized user of our software and you may not allow any other person or entity (“Unauthorized Users”) to make any use of our software. You must immediately report to 8020REI any use or attempted use of the software by any Unauthorized Users. You may not, at any time, resell or re-license the software to any Unauthorized User. Upon termination by either party, this license shall immediately terminate and you shall make no further use of our software. Except as otherwise specifically permitted in this Agreement, you may not: (a) modify or create any derivative works of any software, service or documentation, including translation or localization (code written to published APIs (application programming interfaces) for the software shall not be deemed derivative works); (b) sublicense or permit simultaneous use of the software by more than one user; (c) reverse engineer, decompile, or disassemble or otherwise attempt to derive the source code for any software related to the software (except to the extent applicable laws specifically prohibit such restriction); (d) redistribute, encumber, sell, rent, lease, sublicense, use the software in a timesharing or service bureau arrangement, or otherwise transfer rights to any software; (e) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the software; (f) publish any results of benchmark tests run on any software to a third-party without prior express written consent from 8020REI. The software license shall immediately and automatically be suspended if at any time, you default under the obligations under this Agreement or for nonpayment.
During the term of this agreement and while you are in full compliance with these terms and with the payment obligations, your license shall allow you generally to launch blended inbound and outbound non-marketing text-messaging campaigns in accordance with the then-current software features listed on the website. Our software was designed and intended only for the transmission of manual, text-by-text messaging and only for non-marketing purposes. Using your own uploaded list of numbers, you may transmit texts to the same manually one at a time. The software is browser-based and includes reasonable, limited tech support and training as available. We cannot guarantee the reliability of our third-party providers/suppliers related to the domains, or that the hosting services shall be available at all times or free from isolated errors. Reasonable hosting down time may occur, including without limitation for provider outages, system upgrades, maintenance, repairs, and acts of god/nature. We assume no legal responsibility or liability for your use of the website. You must operate in full compliance with all laws and regulations and must not use the assigned domain for any other purpose not contemplated herein. You understand that if 8020REI receives a court order, subpoena, civil investigative demand or other legal notice that we deem in our sole discretion to be valid, We may be required (or elect in our discretion) to produce information related to you, and/or suspend or terminate the hosting. We may suspend or terminate the hosting at any time in the event we reasonably believe you have violated the law, or subjected us to unreasonable legal exposure.
You agree that throughout your term of service under the Agreement and for a period of five (5) years following its completion, you will not seek to solicit, nor accept any solicitation from, any employees, virtual team members, contractors, owners, or direct affiliates of Company for employment or contracting purposes. You warrants and represents that one of the fundamental expectations of both parties, and a material aspect of this Agreement, is that You will not seek to solicit the virtual team members, support staff, etc. of Company, with specific emphasis on technicians. You understand that this extends to third party technicians that are contractors of Company and that are introduced to You by Company or provided to You by Company as an installation resource. You shall not communicate with any installation resources provided by Company with the purpose of offering any other deal or incentive for providing installations. You further understand that this obligation is a material component to the Agreement. Breach of this provision will result in a material breach of the Agreement, and You will be responsible for applicable Liquidated Damages You agree that the amount of damages resulting to Company from a violation of the above paragraph is difficult to ascertain, and acknowledges that Company shall be entitled to liquidated damages, for loss of revenue and not as a penalty, from You, if it violates this covenant, in the amount of $20,000 per violation, plus all receivables and gross revenue generated by the individual hired in violation of the Agreement. For purposes of this section, a violation shall be considered a single employee, virtual team member, contractor, direct affiliate or owner. The gross revenue generated from a single violation shall be understood as the revenue provided to You by any employee, virtual team member, contractor, direct affiliate or owner, or any resource improperly hired, retained or contracted with in violation of the above paragraph. In addition to the monetary liquidated damaged a permanent injunctive and other applicable relief as warranted shall also be granted. Such monetary damages shall be paid by You to Company within ten (10) days after receipt of written demand from Company. Company shall also be entitled to equitable relief, including, but not limited to, an injunction, and such relief shall be cumulative and in addition to any other remedies that Company may have hereunder and/or at law or in equity, and You agree not to assert as defense in any such proceeding that an adequate remedy at law exists.
In connection with the services provided for in the Master Data Licensing Agreement, including but not limited to the compliant texting, CRM and click to call options, the Company may provide services for use by customers which may be categorized as telemarketing. By using any of these services you confirm that it is aware of and agrees to abide by all applicable telemarketing laws and regulations at the Federal, State and local levels. Among others these shall include the Telephone Consumer Protection Act (“TCPA”) which is administered by the Federal Communications Commission, as well as the Telemarketing Sales Rule (“TSR”) which is administered by the Federal Trade Commission. You confirm that it will use generate leads in a compliant manner in its fulfillment of its Agreement with Consultant. Though not an exhaustive list, you agree that it will not participate in any of the following specific prohibited activities: 1. You will not contact consumers whose telephone numbers are on the Federal or any State Do-Not-Call lists, without the appropriate exemption, or consent from the consumer to do so. 2. You will immediately mark as Do-Not-Call in its system the telephone number of any consumer who has requested not to be contacted by you and will not contact them again. Such phrases which shall prompt you
to add such a consumer’s telephone number to your internal Do-Not-Call list shall include, but shall not be limited to: “place me on your do not call
list”; “stop calling/texting me”; “remove me from your list”, “Stop”, “STOPALL”, “UNSUBSCRIBE”, “CANCEL”, “END”, “QUIT”, etc. 3. You will not transmit any pre-recorded messages to any potential consumer for sales purposes, without the express written consent from the potential consumer to do so. 4. You will project only telephone numbers which it owns and uses on the caller identification systems of its potential consumers. You will abide by all applicable anti-spoofing laws.
THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER AS TO THE PERFORMANCE, FUNCTIONALITY OR LEGAL COMPLIANCE OF THE SITE OR THE SERVICES. THE SITE AND THE SERVICES ARE BEING PROVIDED TO YOU ON AN “AS-IS” AND “AS AVAILABLE” BASIS. YOU USE THE SITE AND THE SERVICES AT YOUR SOLE RISK. ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED WHETHER SUCH WARRANTIES ARE EXPRESS, IMPLIED, OR STATUTORY.
ANY THIRD PARTY LINKS, RESOURCES, AND CONTENT AVAILABLE WITH THE SITE OR THE SERVICES ARE NOT CONTROLLED BY THE COMPANY, AND THE COMPANY DOES NOT MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, REGARDING SUCH THIRD PARTY LINKS, RESOURCES, AND CONTENT INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. THE COMPANY WILL NOT BE LIABLE FOR YOUR ACCESS TO, USE OF OR DOWNLOADING OF CONTENT AVAILABLE ON OR THROUGH, THE SERVICES OR SITE.
SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES OR THE LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE DISCLAIMERS, WAIVERS, AND LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.
YOU UNDERSTAND AND AGREE THAT CERTAIN CALLING AND MESSAGING TECHNOLOGIES, INCLUDING PRERECORDED MESSAGES, FOR EXAMPLE, MAY EXIST IN HIGHLY REGULATED AREAS OF THE LAW AND YOU AGREE TO ACCEPT ALL RISKS RELATED TO THE SAME. YOU AGREE NOT TO USE OUR TECHNOLOGY TO CALL OR
TEXT WIRELESS PHONES OR ANY DEVICE WHERE THE CALLED PARTY IS CHARGED FOR THE CALL, WITHOUT WELL DOCUMENTED PRIOR EXPRESS WRITTEN CONSENT. YOU ALSO AGREE NOT TO USE OUR SERVICES TO TELEMARKET TO INDIVIDUALS ON ANY STATE OR FEDERAL DNC LIST WITHOUT EITHER WRITTEN CONSENT OR A VALID ESTABLISHED BUSINESS RELATIONSHIP EXEMPTION.
THE COMPANY DOES NOT AUTHORIZE ANY PERSON TO CREATE FOR IT ANY OBLIGATION OR LIABILITY IN CONNECTION WITH THE SERVICES AND LICENSED IP. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY, ITS SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF CONFIDENTIAL OR OTHER
INFORMATION, BUSINESS INTERRUPTION, PERSONAL INJURY, PERSONAL OR REAL PROPERTY DAMAGE, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY (INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, OR NEGLIGENCE) AND ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN ANY WAY RELATED TO (A) THE USE OF OR INABILITY TO USE THE SITE OR THE SERVICES ; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; (C) THE COST OF INVESTIGATION, DEFENSE OR SETTLEMENT OF ANY TELEPHONE CONSUMER PROTECTION ACT OR SIMILAR CONSUMER PROTECTION CLAIM OR LAWSUIT; OR (D) ANY OTHER MATTER RELATING TO THE SITE AND THE SERVICES. EXCEPT AS OTHERWISE PROVIDED IN THESE TERMS, IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE OR THE SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO CANCEL AND DISCONTINUE USING THE SITE AND THE SERVICES AND TO RECEIVE A REFUND FOR SERVICES YOU DEMONSTRATE WERE PROMISED BUT NOT PROVIDED. IN NO INSTANCE WILL THE COMPANY’S LIABILITY TO YOU EXCEED THE FEES PAID BY YOU IN THE THREE (3) MONTH PERIOD PRIOR TO THE CLAIM AT ISSUE, AND YOU AGREE THAT THIS LIMITATION REPRESENTS A REASONABLE ALLOCATION OF RISK. THE FOREGOING EXCLUSIONS AND LIMITATIONS WILL APPLY REGARDLESS OF ANY ALLEGATION OR FINDING THAT A REMEDY FAILED OF ITS ESSENTIAL PURPOSE, REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) AND EVEN IF THE COMPANY OR OTHERS WERE ADVISED OR AWARE OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OR LIABILITY.
We reserve the right to suspend or cancel the Services at any time if you fail to pay amounts owing when due, violate or breach any of the Terms, or for any other reason at our sole discretion. If the Services are suspended or cancelled, you will still be responsible for payment of all outstanding balances accrued through the remainder of the month or other cancellation date, including any fees described herein. Upon termination of the Services, you will no longer have access to the Site or the Services.
As more fully set forth in our written or emailed quote, our services include access to and a limited, non-exclusive, revocable license to use, our calling and messaging technology to contact your existing customers, and others who you have appropriate consent to contact. The services are intended for the delivery of complaint communication. From time to time we may elect to use incentives to encourage participation in the surveys, and may choose to include an opt-in option for future marketing in certain cases where we deem that appropriate. Should you choose to use the Services to send marketing-related content, you must ensure that you have appropriate prior written consent or other applicable exemption. We will not assume
responsibility for your legal compliance. We provide a tool and you must use that tool responsibly and in compliance with the law, as more fully set forth herein. The fees for our services depend upon the precise plan selected and are set forth in your written or emailed quote. Fees are subject to change from time to time upon reasonable advance notice to You. You are under no obligation to continue using or purchasing the Services if our fees change.
BY USING THE SERVICES AND LICENSED IP, COMPLETING YOUR REGISTRATION, OR CLICKING ON THE “I ACCEPT” BUTTON BELOW YOU REPRESENT THAT YOU HAVE READ AND UNDERSTAND THESE ENTIRE TERMS, AND YOU AGREE TO ALL THE TERMS AND CONDITIONS OF THE SERVICES AND LICENSED IP AS STATED ABOVE.