1: USER ELIGIBILITY
1.01 You represent and warrant that you are the person legally responsible
for all use of this account, and are at least 18 years of age. You agree
to provide RapidResponseSMS.com with your full legal name, postal address
and telephone number for our records, and you have a continued obligation
to keep this information current. You also agree that you are an authorized
user of any credit card or check that you supply to us, and you understand
and agree that we have an obligation to fully investigate any possible
fraudulent online check or credit card use.
ARTICLE 2: CONTENTS OF MESSAGES
2.01 You are responsible for the contents of your text messages and
the consequences thereof. You further agree not to use RapidResponseSMS.com
to send any text messages that are not based in customer opt-in or material
that RapidResponseSMS.com - Text Message Service Agreement are unlawful,
harassing, libelous, abusive, threatening, harmful, vulgar, obscene
or may otherwise constitute a criminal offense, give rise to civil liability
or otherwise objectionable material of any kind or nature or that encourages
conduct that could constitute a criminal offense, give rise to civil
liability or otherwise violate any applicable local, state, national
or international law, regulation or court order. RapidResponseSMS.com
reserves the right to terminate your account without prior notice if
RapidResponseSMS.com becomes aware of and determines, in its sole discretion,
that you are violating any of the foregoing guidelines.
ARTICLE 3: UNLAWFUL OR PROHIBITED USE
3.01 As a condition of your use of the RapidResponseSMS.com service
you warrant to RapidResponseSMS.com that you will not use the RapidResponseSMS.com
Service for any unlawful purpose.
ARTICLE 4: TERM
5.01 The initial term of this Agreement is six months. After the initial
term this Agreement will automatically renew in terms of six months
unless cancelled 30 days prior the end of the ongoing term.
ARTICLE 5: TERMS OF PAYMENT
6.01 You agree to pay RapidResponseSMS.com the appropriate payment for
the services received from RapidResponseSMS.com each month in advance
for the time period during which such services are provided. You agree
to provide RapidResponseSMS.com with current billing and contact information
and authorize RapidResponseSMS.com to bill all account and related charges
to the credit card or online checking information on file.
(A) Cancellation. You further agree that until and unless you notify
RapidResponseSMS.com in writing only, with delivery confirmation, of
your desire to cancel any or all services received, and you complete
the cancellation process, those services will be paid in full at the
time of cancellation. You agree that prepayments will be billed and
charged automatically, that RapidResponseSMS.com may apply the amount
due to the provided card at any time, and will issue absolutely no refunds.
5.02 Pay by Credit Card. If your credit card is denied for any reason
on the first attempt, we will automatically attempt to resubmit your
card on or around the 7th, 14th, 25th and last day of the month. A credit
card resubmission fee of $10.00 will be charged against the account
for every time we attempt resubmission. Should the card be denied a
second time, we may terminate the account, and the resubmission fees
will need to be paid before the account can be reactivated. All files
within the account may be deleted on termination. You may notify us
in advance of your next billing cycle your desire to provide for alternative
ARTICLE 6: ZERO TOLERANCE SPAM POLICY
6.01 RapidResponseSMS.com takes a zero tolerance stance against sending
of unsolicited text messages, commonly known as spam. Any user who sends
out spam will have their account terminated without notice, and will
be billed at a rate of $100.00 for each recipient to whom the message
was sent, regardless of whether the messages were sent from our server,
or from another server advertising our short code. All commercial text
messages must comply with all applicable federal, state or local laws.
RapidResponseSMS.com reserves the right to require changes or disable
as necessary any website, account, database, or other component that
does not comply with this policy, at its sole discretion. RapidResponseSMS.com
also reserves the right to make any such modifications in an emergency
at our sole discretion.
(A) RapidResponseSMS.com will not be liable for any damages incurred
related to spam. (B) In the event of litigation, it is the responsibility
of each party to bear its own attorneys’ fees and costs throughout
the entire process of any proceeding in accordance with Article 17.
ARTICLE 7: MONITORING OF SERVICE
7.01 You agree that RapidResponseSMS.com has the right to monitor the
service electronically at any time and to disclose any information as
necessary to satisfy the law, or to protect itself or its subscribers.
RapidResponseSMS.com reserves the right to refuse to post or to remove
any information or materials, in whole or in part, that, in its sole
discretion, are unacceptable, undesirable, or in violation of this agreement.
RapidResponseSMS.com also reserves the right to refuse refunds in cases
where RapidResponseSMS.com believes abuse has taken place. RapidResponseSMS.com
reserves the right to monitor any and all communications through or
with our facilities. You agree that RapidResponseSMS.com is not considered
a “secure communications medium” for the purposes of the
ECPA, and that no expectation of privacy is afforded in the event that
such service is monitored and/or disclosed.
ARTICLE 8: SHARING OF ACCOUNT SPACE & RESALE RESTRICTIONS
8.01 You represent and warrant that the account you purchase is purchased
for yourself . You agree that you are the individual solely responsible
for all use of the account. You also understand that RapidResponseSMS.com
short code is shared with several clients.
ARTICLE 9: REFUND POLICY
9.01 All payments are mutually agreed to be non-refundable.
ARTICLE 10: TERMINATION
10.01 RapidResponseSMS.com may terminate this agreement and your access
to any or all RapidResponseSMS.com related services at any time, with
or without cause, with a 30-day notice. RapidResponseSMS.com shall have
no responsibility to notify any third-party providers of services, merchandise,
or information, nor any responsibility for any consequences resulting
from such discontinuance or lack of notification. Anyone determined
by RapidResponseSMS.com to have violated these Terms of Service may
be barred from receiving any services from RapidResponseSMS.com without
refund, as agreed in Article 10.02 Any outstanding amount due on the
account will still be payable as scheduled.
(A) You may terminate this Agreement by e-mailing the support department
at RapidResponseSMS.com who will then provide you with a form that must
be completed and returned before your account can be cancelled.
(B) If you should choose to terminate your account before the end of
the commitment period, you accept that you will be required to pay the
plan setup fee and the value of the services until the end of the ongoing
term in accordance with the equivalent rates.
ARTICLE 11: RELATIONSHIP OF THE PARTIES
11.01 Nothing contained in this Agreement shall be construed as creating
any agency, legal representative, partnership, or other form of joint
enterprise between the parties. Neither party shall have authority to
contract for or bind the other in any manner whatsoever.
ARTICLE 12: DISCLAIMER OF WARRANTIES/LIMITATION OF LIABILITY
12.01 THE RAPIDRESPONSESMS.COM SERVICE PROVIDED IS PROVIDED ON AN “AS
IS,” “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY
KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
RAPIDRESPONSESMS.COM EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY
THAT THE RAPIDRESPONSESMS.COM SERVICE WILL BE ERROR-FREE, TIMELY, SECURE
OR UNINTERRUPTED. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY RAPIDRESPONSESMS.COM
ITS EMPLOYEES, LICENSORS OR AGENTS WILL CREATE A WARRANTY; NOR MAY YOU
RELY ON ANY SUCH INFORMATION OR ADVICE.
12.02 UNDER NO CIRCUMSTANCES WILL RAPIDRESPONSESMS.COM OR ITS AFFILIATES
BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL
DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE THE RAPIDRESPONSESMS.COM
SERVICE, INCLUDING BUT NOT LIMITED TO RELIANCE ON ANY INFORMATION OBTAINED
ON THE RAPIDRESPONSESMS.COM SERVICE; OR THAT RESULT FROM MISTAKES, OMISSIONS,
INTERRUPTIONS, DELETION OF FILES OR E-MAIL, LOSS OF OR DAMAGE TO DATA,
ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, OR ANY
FAILURE OF PERFORMANCE, WHETHER OR NOT LIMITED TO ACTS OF GOD, COMMUNICATION
FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO RAPIDRESPONSESMS.COM
RECORDS, PROGRAMS OR SERVICES.
YOU HEREBY ACKNOWLEDGE THAT THIS PROVISION WILL APPLY WHETHER OR NOT
RAPIDRESPONSESMS.COM IS GIVEN NOTICE OF THE POSSIBILITY OF SUCH DAMAGES
AND THAT THIS PROVISION WILL APPLY TO ALL SERVICES AVAILABLE FROM RAPIDRESPONSESMS.COM
AND ITS AFFILIATES.
12.03 UNDER NO CIRCUMSTANCES, UNDER THE TERMS OF THIS AGREEMENT, SHALL
DAMAGES INCLUDE LOSS OF BUSINESS, OR LOSS OF PROFITS, WHETHER BASED
ON BREACH OF AGREEMENT, BREACH OF WARRANTY, PRODUCT LIABILITY, OR OTHERWISE,
TO ANY PARTY IN PRIVY TO THIS AGREEMENT, OR ANY THIRD PARTY NOT SO SITUATED.
13.04 THE TERMS OF THIS SECTION SHALL SURVIVE THE TERMINATION OF THIS
AGREEMENT FOR WHATEVER REASON.
ARTICLE 13: COPYRIGHT AND TRADEMARKS
14.01 All contents of the RapidResponseSMS.com are proprietary to RapidResponseSMS.com,
and/or its suppliers and are protected under Copyright. All rights are
reserved. RapidResponseSMS.com reserves any rights not expressly granted
herein. The Customer acknowledges that he/she/it does not presently
know the special skills, techniques or business policies, nor does the
Customer have business forms or access to the Company’s body of
knowledge, and as such, such information is deemed confidential and
a trade secret, as such term is defined within the meaning of Missouri
Statutes, entitling Company to all protections available under both
Missouri and Federal law.
ARTICLE 14: FORCE MAJEURE
15.01 If by reason of failures of telecommunications or internet service
providers, labor disputes, riots, inability to obtain labor or materials,
earthquake, fire or other action of the elements, accidents, governmental
restrictions or other causes beyond the control of RapidResponseSMS.com,
RapidResponseSMS.com is unable to perform in whole or in part its obligations
as set forth in this Agreement, then RapidResponseSMS.com shall be relieved
of those obligations to the extent it is so unable to perform and such
inability to perform shall not make RapidResponseSMS.com liable to the
Customer or other third parties.
ARTICLE 15: GOVERNING LAW
16.01 New York law shall govern this Agreement, and any dispute arising
from the relationship between the parties to this Agreement, excluding
any laws that direct the application of another jurisdiction’s
laws. In any litigation, or other proceeding by which one party either
seeks to enforce its rights under this Agreement (whether in contract,
tort, or both), or seeks a declaration of any rights or obligations
under this Agreement, each party shall be responsible for their respective
attorneys’ fees and costs, as stated in Article 17. The parties
consent to the exclusive jurisdiction and venue of the courts of the
State of New York or to any Federal Court located within the State of
ARTICLE 16: ATTORNEYS’ FEES AND COSTS
17.01 Any legal controversy or legal claim arising out of or relating
to this Agreement or our services, which results in litigation, shall
result in each party being solely responsible for its respective attorneys’
fees and costs throughout the entire process of any and all proceedings.
ARTICLE 17: SEVERABILITY AND SURVIVABILITY
17.01 Severability. If any provisions of this Agreement shall be held
to be invalid or unenforceable for any reason, the remaining provisions
shall continue to be valid and enforceable. If a court finds that any
provision of this Agreement is invalid or unenforceable, but that by
limiting such provision it would become valid or enforceable, then such
provision will be deemed to be written, construed, and enforced as so
18.02 Survivability. The terms of this Agreement apply to those obligations
that survive any cancellation, termination, or rescission, namely –
warranty, indemnification, liability and limits thereon, rights and
obligations upon and following termination and assignment.
ARTICLE 18: INDEMNIFICATION
18.01 You agree to defend, indemnify and hold harmless RapidResponseSMS.com
against any and all claims, losses, penalties, causes of action, damages,
liability, costs, expenses (including but not limited to attorneys’
fees and costs) or claims caused by or resulting indirectly from your
use of the service, without limitation or exception, including your
violation of any third-party’s rights, (including, without limitation,
infringement of any copy right trademark, service mark, trade secrets,
right of privacy or publicity or any other third party right). The terms
of this section shall survive the termination of your relationship with
ARTICLE 19: REMEDY
19.01 Customer agrees that his/her/its sole and exclusive remedy to
any issues relating to the RapidResponseSMS.com Service is to discontinue
using the Service.
ARTICLE 20: ASSIGNMENT
21.01 In the event of a merger or consolidation of RapidResponseSMS.com
the surviving or new corporation and any subsidiaries are similarly
subject to the rights and obligations of this Agreement.
ARTICLE 21: ENTIRE AGREEMENT
22.01 This Agreement constitutes the complete and exclusive statement
of the Agreement between the parties regarding the products and services
provided hereunder supersedes any prior Agreements between the parties
with respect thereto.
ARTICLE 22: WAIVER
22.01 The failure of RapidResponseSMS.com to enforce a provision of
this Agreement shall not be construed as a waiver or limitation of RapidResponseSMS.com’s
right to subsequently enforce and compel strict compliance with every
provision of this Agreement.
ARTICLE 23: MODIFICATION OF TERMS
23.01 RapidResponseSMS.com reserves the right to modify this policy
at any time and without advance notice, effective upon making the modified
provisions available on the RapidResponseSMS.com Website. You are responsible
for regularly reviewing these documents. Continued use of the RapidResponseSMS.com’s
Services after any such changes shall constitute your consent to such
changes. RapidResponseSMS.com does not and will not assume any obligation
to notify you of any changes to the Terms of Service.