TEXTING & SMART SERVICES REGISTRY
GENERAL TERMS AND CONDITIONS
Last Updated: May 31, 2016
Please read these Texting & Smart Service Registry General Terms and Conditions (the "TSS Registry Terms") carefully before using any products or services offered by Toll-free Data Services, Inc., a Delaware corporation, having a principal place of business at 2411 Dulles Corner Park, Suite 250, Herndon, VA 20171 ("TDSI"). By using any products or services offered by TDSI, including without limitation the Texting & Smart Services Registry, you signify your agreement to be bound by these TSS Registry Terms.
IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, DO NOT USE THE TEXTING & SMART SERVICES REGISTRY.
These TSS Registry Terms apply to any person or entity using or accessing the TSS Registry (as such term is defined below) ("Licensee").
NOW, THEREFORE, in consideration of the ability to use and access the TSS Registry, Licensee agrees as follows:
1 DEFINITIONS: In addition to capitalized terms expressly defined elsewhere in these TSS Registry Terms, the following terms shall have the meanings set forth below:
2 LICENSE: TDSI grants to Licensee a non-exclusive, non-transferable license to use and access the TSS Registry solely and exclusively for one or more of the purposes set forth below, as may be applicable based on Licensee's role(s), subject to the terms and conditions set forth in these TSS Registry Terms and any other signed, written agreement between the parties relating to the TSS Registry:
3 SERVICE REGISTRAR AUTHORIZATION: If Licensee is a Service Registrar, Licensee represents and warrants that it has obtained a full written and legally binding authorization from each Toll-free Customer for whom Licensee requests text and/or multimedia message enablement for a TFN by which such Toll-free Customer authorizes Licensee to act on behalf of such Toll-free Customer for all purposes relevant to the text and/or multimedia message enablement of such Toll-free Customer's TFNs. Licensee agrees to provide a copy of such written authorization to TDSI upon request. Licensee agrees to use TDSI's preferred format for such authorization if requested by TDSI. Licensee agrees to indemnify, defend and hold harmless TDSI and its directors, officers, employees, contractors, agents, affiliates, TSS Registry partners, and it and their successors, and assigns, (collectively, the "TDSI Indemnified Parties") from and against any and all liability (including, without limitation, attorneys' fees and costs) incurred by the TDSI Indemnified Parties in connection with any actual or alleged claim arising from Licensee's breach of this representation and warranty.
4 ADDITIONAL TERMS AND CONDITIONS: In addition to the terms and conditions set forth herein, Licensee acknowledges and agrees to be bound by the terms and conditions and privacy, security and data protection policies required by TDSI, by TDSI's affiliate Somos and by any third-party TDSI partners or providers of services, systems, software, or other platforms for the TSS Registry, including without limitation the following terms, conditions and policies (which may be updated from time to time), including, but not limited to:
5 BETA TESTING COOPERATION: In consideration for being granted early use of and access to the TSS Registry by TDSI, each Licensee serving as a Beta Tester will notify TDSI of all problems, suggestions, ideas for enhancements and other information which come to Licensee's attention while using the TSS Registry (collectively, the "Reports"). Licensee agrees to and does hereby assign to TDSI all right, title and interest to the Reports, and all suggestions and other information contained in the Reports, and all property rights therein including without limitation all patent, copyright, trade secret, mask work, trademark, moral right or other intellectual property rights. TDSI does not have any obligation to implement anything contained in Licensee's Reports, and will not owe Licensee anything if TDSI chooses to implement any of the content contained in the Reports. Any Licensee participating in any Beta Testing agrees that, upon completion of such Beta Testing, Licensee will provide material, statistics, or information that is not deemed confidential to Licensee's business for use in press releases, customer testimonials, and as a reference in marketing and sales initiatives by TDSI. Licensee will provide a quote to TDSI that may be used in a press release.
6 CONFIDENTIALITY: Licensee agrees to treat the TSS Registry as a highly confidential and proprietary asset of TDSI and will not without the express written authorization of TDSI:
7 CONFLICTS: During the period of time Licensee is permitted to use and access the TSS Registry as set forth herein and for a period of one (1) year thereafter, Licensee agrees that it will not, directly or indirectly, own, operate, engage in, consult with, or have an interest in any business that is a competitor of the TSS Registry.
8 ROUTING DATABASE PROVIDER OBLIGATIONS: In consideration for being given access to the TSS Registry, any Licensee who is acting as a Routing Database Provider agrees, represents and warrants that it will promptly facilitate the routing of texts and/or multimedia messages to and from TFNs. Additionally, any Licensee who is acting as a Routing Database Provider agrees, represents and warrants that it will not cease such facilitation without providing at least six (6) months' advanced written notice to TDSI.
9 DISCLAIMER OF WARRANTIES:
10 TERMINATION/MODIFICATION: Licensee agrees that TDSI may terminate or modify these TSS Registry Terms, and terminate, modify, or revoke Licensee's access to the TSS Registry and the license granted hereunder immediately, at any time, in TDSI's sole discretion.
11 OWNERSHIP: Licensee agrees that the TSS Registry is the sole property of TDSI and includes confidential, proprietary and trade secret information of TDSI and the unauthorized use or disclosure of the TSS Registry could cause irreparable harm and significant injury to TDSI for which TDSI would have no adequate remedy at law (including compensation by the award of damages). Therefore, TDSI will have the right, in addition to any other rights TDSI may have at law or in equity, to seek immediate injunctive relief enjoining any breach or potential breach of these TSS Registry Terms without the necessity of posting a bond or other security.
12 GOVERNING LAWS: This License Agreement shall be governed, construed and enforced in accordance with the laws of the United States of America and of the State of Delaware without regard to its principles of conflicts of laws. Any legal suit, action or proceeding arising out of or related to this License Agreement shall be instituted exclusively in the federal courts of the United States or the courts of the Commonwealth of Virginia in each case located in the County of Fairfax, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.
13 NOTICE: Any notice required by these TSS Registry Terms shall be given by electronic mail or by prepaid, first class, certified mail, return receipt requested to above address or such other address as may be given from time to time under the terms of this notice provision.
14 INTEGRATION CLAUSE: These TSS Registry Terms, together with the additional terms and conditions and policies incorporated herein in Section 4 above, and any fully executed agreements such as Service Orders or Statements of Work between the parties, constitutes the entire and only agreement between the parties respecting access to the TSS Registry and all other prior negotiations, representations, agreements, and understandings pertinent to the TSS Registry are superseded hereby. No agreements altering or supplementing the terms hereof may be made except by means of a written document signed by the duly authorized representatives of the parties.
15 COMPLIANCE WITH LAWS: Licensee shall comply with all applicable federal, state and local laws, regulations, and ordinances in connection with its activities pursuant to these TSS Registry Terms.
16 NO WAIVER: Failure of TDSI to enforce a right under these TSS Registry Terms shall not act as a waiver of that right or the ability to later assert that right relative to the particular situation involved.
17 SEVERABILITY: If any provision of these TSS Registry Terms shall be found by a court to be void, invalid or unenforceable, the same shall be reformed to comply with applicable law or stricken if not so conformable, so as not to affect the validity or enforceability of these TSS Registry Terms.
TDSI reserves the right to modify and update these TSS Registry Terms from time to time at its sole discretion.