CMSText allows you, the client, to access our mobile marketing platform via our website to use our services. To use the service, a Client must register for a subscription. The terms and conditions set forth herein constitute the full and complete agreement between client and CMSText. By using the CMSText website, mobile text messaging platform, messaging service, support services, any software or any other products or services of CMSText you, the Client, agree to be bound by the terms of the Agreement. Further, the Client realizes that any of its employees, affiliates, affiliated companies, and users of the system are bound by this agreement. If you register via the web based subscription mechanism, you will provide a valid e-mail address and valid mobile phone number. Please note that some e-mail and mobile carriers (telecommunication carriers) may charge a fee for mobile messages (i.e. text, SMS, MMS etc.) and/or e-mail.
Use of Services
The Service consists of one or more of the following, a web-based interface, access to incoming cell phone numbers or keywords, messaging applications, SMS gateway access, data encryption, data transmission, data access, data storage and, if applicable, synchronization software. CMSText provides Mobile Text outbound messages through an operational platform maintained by a third party partner. You are responsible for obtaining and maintaining all computer hardware, software and communications equipment needed to access the Service, and for paying all access charges incurred while using the Service. CMSText only provides that the text messages the Client sends through the Service are processed correctly and delivered to applicable network. CMSText is not responsible for the final delivery of the message, as this is out of CMSText’s control and is the responsibility of the cellular telephone operator. CMSText sends and receives text messages via major telecommunications companies and Mobile Network Operators, and thus CMSText’s influence over the timing of the transmission of your messages is within the technical constraints imposed upon CMSText. While CMSText shall use commercially reasonable efforts to deliver your messages to the applicable network for final delivery to your designated recipients as fast as possible, we cannot commit to, and do not guarantee, a specific maximum or minimum delivery time. Such times depend on various network and system related factors among the various entities involved in the transportation of your messages across networks. You should know that Mobile Network Operators assign text messages with a default life time and any message that cannot be delivered successfully within the life time assigned to it will be discarded by the Mobile Network Operator, without any notice. CMSText is not liable for any loss incurred by the failure of a message to be delivered and you acknowledge that damages for financial or other loss resulting from delivery failure cannot be claimed from CMSText for any such non-deliveries. Furthermore, you agree that message contents are deemed to have zero value.
Passwords & Account Security
You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Service. Accordingly, you agree that you will be solely responsible to CMSText for all activities that occur under your account. If you become aware of any unauthorized use of your password or of your account, you agree to notify CMSText immediately.
You agree that upon your registration and subscription, that the assignment of your Customer ID and password, if applicable to your sign up method, that you will maintain the confidentially of your account information and assume all responsibility of and from any loss, theft or other destruction of any data as the result of any access to your account via the use of your customer ID and/or your password. In addition you assume all responsibility of and from any loss, theft or other damage as the result of another party using or accessing your account. You further agree to defend and indemnify and hold harmless CMSText of and from any and all third party claims, causes of action, demands, costs, damages including both direct and consequential damages, specifically including attorney fees and costs, expert fees and costs and mediation and/or arbitration fees and costs incurred (whether paid or not) as the result of any claim for damages in anyway related to the disclosure of your confidential customer ID and Password information. Choice of counsel remains exclusively that of CMSText.
You understand that CMSText has no obligation to resolve or mediate any dispute(s) by and between client/subscriber and recipient of your messages. If you have a dispute with one or more recipients on the Service, you release CMSText (and its officers, directors, agents, subsidiaries, joint ventures, employees and its affiliates) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes
You agree to use the Portal and the Service for lawful purposes only and in strict compliance with the terms and conditions of this Agreement. You agree that you will not use the Portal and/or the Service in any manner that: (1)violates or misappropriates or could result in a violation or misappropriation of CMSText intellectual property rights, including, without limitation, copyright, trademark, trade secret and patent rights; (2)is abusive or harassing to CMSText, its Advertiser customers or any other user; (3)compromises or could comprise the stability, integrity or availability of the Portal and/or the Service; (4)circumvents or could circumvent any security measures employed by CMSText on the Service, or utilize the service in any manner after your account has been terminated by CMSText for any reason; (5)harms minors in any way; (6)interferes with any other party’s use and enjoyment of the Portal of the Service; or (7)damages, disables, overburdens or impairs any of CMSText services or interferes with any other party’s use and enjoyment of any CMSText product or service. You may not use the Portal or the Service in any manner for purposes of planning, generating, processing or disseminating of; (1)SPAM (unsolicited emails); Text messages, Text coupons (2)any other unlawful, offensive, obscene, vulgar, harassing, threatening, libelous, defamatory or otherwise objectionable content; (3)emails, files or materials that contain any software viruses, bugs, worms or other computer programs or code designated to alter, interrupt, limit or destroy access or functionality of any computer, hardware, software, server, network equipment or devices; or (4)The personal information of any user of the Service or any other Web site. You acknowledge that some content, materials, services, links and products on the Service may not be appropriate or available for use in all jurisdictions. Accessing any of the foregoing from any such jurisdiction is done at your own initiative and risk, and CMSText is not responsible for your or its compliance with any other local applicable laws. You hereby agree that you will not access any such materials where prohibited by law.
CMSText has affiliated agreements; sometimes these companies will be providing the Services to you on behalf of CMSText itself. You acknowledge and agree that Affiliates will be entitled to provide the Services to you. CMSText is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services which CMSText provides may change from time to time without prior notice to you. As part of this continuing innovation, you acknowledge and agree that CMSText may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally at CMSText’s sole discretion, without prior notice to you.
Any notice under this Agreement shall be given by CMSText to you via e-mail or mobile text number at the address provided by you when subscribing to CMSText at the commencement of this Agreement or as CMSText is subsequently advised. Notice to you at this address is deemed sufficient regardless of your receipt of such e-mail, mobile message, etc. By providing your name, e-mail address, mobile address/number and/or applicable contact information, you warrant that the contact information provided to CMSText is and will remain accurate. You agree that you will inform CMSText within 15 days of the change of any of the information.
Should you violate this Agreement or any other rights of CMSText, CMSText reserves the right to pursue any and all legal and equitable remedies against you, including, without limitation, terminating any and all Service subscriptions.
Grant of License
As long as you comply with the terms and conditions of this Agreement, CMSText grants to you a non-exclusive, non-transferable limited right and license to use the service on a single mobile device for your own non-commercial use. You may not reproduce, copy or distribute by any means, method or process whatsoever, any of the tools, features and technology which make up the Service (the “Service Elements”) licensed under this Agreement, including, without limitation, transferring or downloading the accumulated database to a computer hard driver or otherwise copying any or all of the Service Elements onto any other storage medium. Your use of the Service and the Service Elements constitutes your acknowledgement that the foregoing and all derivations and copies thereof are the sole and exclusive property of CMSText or its partners which is protected by all applicable local, state, federal and international intellectual property and other laws and treaties. The structure, organization and underlying code of the Service and the Service Elements are the valuable trade secrets and confidential information of CMSText. Unless expressly permitted in this Agreement you may not: (1) distribute, redistribute, sell, rent, lease, sublicense, assign or otherwise transfer any of your rights to the Service. (2) Translate, disassemble, decompile, reverse engineer, or otherwise attempt to obtain the Service Elements source code. (3) Alter, merge or modify the Service, or create any derivative works of the Service. (4) Remove or alter any intellectual property or other legal notices or symbols contained on the Portal or as part of the Service. (5) Make or distribute any copy of the Service Elements or transfer the Service Elements (electronically or otherwise), from one computer/device to another or from one system to another (over a network or otherwise). (6) Export the Service Elements(directly or indirectly) in violation of the United States Export Administration Act and any regulations there under or (7) except as permitted by this agreement each party agree not to disclose the confidential information to any other third party without written permission or use such Confidential information in any manner, such as duplicating the business model of CMSText, RealtorText, ApptText and its Partner, setting up and/or assisting in setting up and/or participating in a competing business model to that of CMSText, RealtorText, ApptText and its Partner.
The failure of either party to exercise in any respect any right provided for herein will not be deemed a waiver of any further rights hereunder. If any provision of these terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable. No agency, partnership, joint venture, or employment is created as a result of these terms and the client does not have any authority of any kind to bind CMSText in any respect whatsoever. In any action or proceeding to enforce rights under these Terms, the prevailing party will be entitled to recover costs and attorney’s fees. All notices required hereunder shall be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service, and upon receipt, if sent by certified or registered mail, return receipt requested. You hereby grant CMSText the right to use your name and/or logo within a publicly viewable list of clients or in press releases applicable to CMSText or the Service. These Terms shall be governed by and construed in accordance with the laws of the State of Kentucky, notwithstanding its laws governing conflicts of laws. The Parties agree that any action or proceeding brought to defend the rights or enforce the obligations of a party hereto shall be brought in the courts of the State of Kentucky. The terms and conditions of Service are only those stated herein, which shall constitute the complete agreement between the parties. No terms and conditions stated in or attached to your communications to texting are applicable to these terms in any way and are not to be considered your exceptions to the provisions of these terms.
Warranties and Limitations of Liability
CMSText makes every reasonable effort to maintain operation of the CMSText services. However because many circumstances and events are beyond the control of CMSText; CMSText does not in any way warrant or otherwise guarantee the availability of the CMSText products or services and is not responsible for any delay or loss of information. All CMSText services are provided on an “as is” basis, and without any warranty of any kind, whether express or implied. You specifically hereby waive any claim for damages of any kind whether direct, indirect, special, exemplary, punitive, incidental or consequential, loss of profile or loss of business as a result of any action taken in response to any claim.
If you have any questions about these Terms of Service or the download and/or use of the CMSText service, please contact us at: 866-430-4751.