Terms

Terms and Conditions

 

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. ONCE ACCEPTED, THESE TERMS OF SERVICE, IN COMBINATION WITH OUR PRIVACY POLICY, DATA PROCESSING AGREEMENT, AND AFFILIATE AGREEMENT (COLLECTIVELY THE “TERMS”), BECOME A BINDING LEGAL COMMITMENT BETWEEN YOU (OR THE BUSINESS ENTITY THAT YOU REPRESENT) AND RAFTARI COMMERCE INC (hereinafter referred to as the trade name “ADMESA) ADMESA, AND ITS RESPECTIVE OFFICERS, DIRECTORS, SUCCESSORS AND ASSIGNS (HEREINAFTER REFERRED TO AS “ADMESA,” “WE” OR “US”) AND WILL GOVERN YOUR ACCESS TO AND USE OF THE PLATFORM AND ALL OTHER INTERACTIONS WITH ADMESA RELATED TO THE PLATFORM.

 

ONLY THE TERMS IN THIS RIGHT COLUMN ARE LEGALLY BINDING. THE EXPLANATIONS IN THE COLUMN TO THE LEFT ARE FOR INFORMATIONAL PURPOSES ONLY AND NON-BINDING.

 

IF YOU DO NOT AGREE TO THESE TERMS, YOU SHOULD NOT ACCEPT THEM, CREATE AN ACCOUNT, OR USE THE PLATFORM. IN THE EVENT OF A CONFLICT BETWEEN THESE TERMS OF SERVICE AND THE ADDITIONAL AGREEMENTS INCORPORATED HEREIN BY REFERENCE, THESE TERMS OF SERVICE SHALL PREVAIL.

 

ADMESA reserves the right to make changes to these Terms at any time. All changes are effective immediately when posted. Your continued use of the Platform following the posting of any revised Terms constitutes your acceptance and agreement to the updated Terms.

 

You should consult a lawyer for legal advice to ensure your use of the Platform complies with these Terms and applicable law.

 

ADMESA utilizes the High-level (GHL) platform to provide its services, leveraging GHL’s robust infrastructure and comprehensive features. As a user of GHL, ADMESA operates under the privacy and policy guidelines established by High-level. This ensures that all data handled by ADMESA is managed with the same level of security and confidentiality as mandated by GHL’s privacy policies. By adhering to these standards, ADMESA commits to protecting user information and maintaining trust through compliance with the rigorous data protection protocols set forth by High-level.

You have to be at least 18 years old to use our platform and services.

 

1. Use of Platform

1.1. Age Restrictions. You must be at least 18 years old to use the Platform. By accepting these Terms, creating a Platform Account, or using the Platform, you represent that you are at least 18 years old. You must not create a Customer account unless you are at least 18 years of age. If you are a parent or legal guardian permitting a person who is at least 13 years of age but under 18 years of age (a “Minor”) create a Customer account and/or use the Platform, you agree to: (i) supervise the Minor’s use of the Platform and their account; (ii) assume all risks associated with, and liabilities resulting from, the Minor’s use of the Platform and their Customer account; (iii) ensure that the content on the Platform is suitable for the Minor; (iv) ensure all information submitted to us by the Minor is accurate; and (v) provide the consents, representations and warranties contained in the Terms on the Minor’s behalf.

 

The person who accepts these terms is the owner of the platform account. If you accepted the terms on behalf of a business entity, the business entity is the owner of the platform account.

 

1.2. Platform Account Ownership. Your use of the Platform is conditioned on your provision of complete, current, and accurate information when registering for a Platform Account. The Platform is intended for business use or in connection with an individual’s trade, craft, or profession. As the individual who accepts these Terms, You are the owner of the Platform Account unless You are acting on behalf of a business entity, in which case, the business entity is the owner of the Platform Account. If You accept these Terms on behalf of a business entity, You represent and warrant that you have the authority to bind the business entity to these terms.

 

You can’t use our platform in a way that breaks our rules or the law. You are responsible for making sure you and your customers’ use of the platform and services is compliant with applicable laws and regulations.

 

1.3. Intended Use. You and your customers may use the Platform only as intended for lawful purposes and in accordance with these Terms. You agree that You and Your customers will not use the Platform in any way that violates any applicable law or regulation or engage in any Prohibited Uses. In addition, you represent and warrant that: (i) You and Your customers will maintain in effect all licenses, permissions, authorizations, consents, and permits necessary to carry out the obligations under these Terms; (ii) You are fully responsible for your actions and the actions of your employees, agents, and customers who use of the Platform; (iii) You are fully responsible for the use of the Platform by your customers; (iv) You, your employees, agents and customers will not misrepresent the Platform or the Services; (v) You will provide these Terms to your employees, agents, and customers and confirm that all employees, agents, and customers understand that they are subject to these Terms if they use or offer access to the Platform; (vi) You own or control all rights in and to all content you provide to ADMESA, including, but not limited to, any code provided to customize the Platform for your customers; (vii) You will be solely responsible for your use of the Platform, including the quality and integrity of any data and other information, including Information, made available to us by or for you through the use of the Platform; and (viii) You, your employees, and your customers will provide reasonable cooperation regarding information requests from law enforcement, regulators, or telecommunication provider

 

We take privacy seriously. Make sure to read our Privacy Policy and Data Processing Agreement. You also need to have a Privacy Policy of your own that you make available to your customers.

 

1.4. Privacy. By using the Platform and providing Information on or through the Platform, you consent to ADMESA’s use and disclosure of the Information in accordance with the Privacy Policy available here and incorporated herein by reference. You agree that ADMESA has no responsibility or liability for the deletion or failure to store any Information or content maintained or transmitted on or through the Platform. When you provide your customers with access to the Platform, you must implement and enforce your own Privacy Policy, providing the level of protection at least equal to that provided to you by ADMESA.

You agree that ADMESA has no responsibility or liability for any information or content, such as patients’ personal information, health history, or any information maintained or transmitted on or through the Platform.

You must obtain consent from your customers, affirmatively acknowledging that your customers agree to be bound by your privacy policy. You represent and warrant that you have provided, and will continue to provide, adequate notices and have obtained, and will continue to obtain, the necessary permissions and consents to provide your customers’ data to us for use and disclosure in accordance with these Terms and our Privacy Policy.

Keep your Login Credentials confidential. Let us know if you think someone has gained unauthorized access to your account.

1.5. Login Credentials. You are responsible for maintaining the confidentiality of your Login Credentials. You are responsible for all uses of your Platform Account and Login Credentials, whether or not authorized by you. You agree to notify ADMESA immediately of any unauthorized access to or use of your Platform Account or Login Credentials or any other breach of security. ADMESA reserves the right to disable your Login Credentials at any time in its sole discretion for any or no reason, including if, in ADMESA’s opinion, you have violated any provision of these Terms. Platform Accounts are non-transferable. You are obligated to take preventative measures to prohibit unauthorized users from accessing your Platform Account with your Login Credentials.

 

We are a platform provider ONLY. We don’t originate, send, or deliver any communications on your behalf. If you use any of the communication services features on our platform, you are responsible for making sure your communications comply with applicable laws, including but not limited to the Telephone Consumer Protection Act (“TCPA”) and CAN-SPAM Act.

1.6. Use of Communication Services. The Platform may include certain communications features such as SMS, MMS, email, voice call capabilities and other methods.  If You use these features, You agree that You are exclusively responsible for all communications sent using the Platform, including compliance with all laws governing those communications such as the Telephone Consumer Protection Act (“TCPA”) and the CAN-SPAM Act. You represent and warrant that you understand and will comply with those laws.  ADMESA is not responsible for your compliance with laws and does not represent that your use of the Platform will comply with any laws.  ADMESA is a technology platform communication service application provider ONLY.  ADMESA does not originate, send, or deliver any communications to any recipient via SMS, MMS, email, or other communication method.  You control the message, timing, sending, fraud prevention, and call blocking. All communications, whether SMS, MMS, email or otherwise, are created by and initiated by you and/or your customers, whether generated by You or sent automatically via the Platform at Your direction.

 

Some features on our platform leverage third-party services. We are not in control of those third party services, so we’re not liable for problems that arise from them.

 

By the way, if you have been assigned phone numbers or email addresses to be used through our platform, we might have to release those phone numbers or emails if you pause or delete your account, and the phone numbers or addresses may no longer be available if you reactivate or unpause your account.

 

1.7. Third Party Services. The Platform may leverage or include access to Third Party Services. ADMESA is not responsible for the usability or accessibility of Third Party Services. If you elect to pause or delete some or all of your Platform Account, certain features or functionality (such as LeadConnector phone numbers or email services) may not be retrievable upon reactivation. If you pause some or all of your Platform Account for more than thirty (30) days, and ADMESA is still incurring costs on your behalf related to Third Party Services (such as the costs of securing a particular phone number on your behalf), ADMESA reserves the right to release the phone number or delete some or all of your Platform Account in its sole discretion, without liability. ADMESA disclaims all liability related to outages or downtime of Third Party Services.

 

There might be content on our platform that was created or provided by third parties. We’re not responsible or liable for that content.

 

1.8. Third Party Content. The Platform may include Third Party Content. Your use of Third Party Content is entirely at your own risk and discretion. All statements and opinions expressed in Third Party Content are solely the opinions and the responsibility of the third party and do not necessarily reflect the opinion of ADMESA. ADMESA is not responsible for Third Party Content and makes no endorsements, representations or warranties and assumes no liability, obligation or responsibility for Third Party Content. You are responsible for ensuring that your engagement or transactions with Third Party Content is in compliance with these Terms and any applicable laws.

 

If you customize the platform, make sure your customizations don’t infringe anyone’s intellectual property rights.

 

1.9. Customizations. Portions of the Platform may be modified by you, incorporating your name, logo, trademark, and color scheme into your individual access area within the Platform. You are solely responsible for copyright, trademark or other intellectual property concerns connected with you and your customers’ customized look and feel of the Platform. You acknowledge that you may not be able to customize the Platform according to your unique branding to the extent that your customization would appear to be independently developed.  ADMESA may remove any of your modifications at any time without advance notice and without liability to you.

 

If you use more data than what’s contemplated by your pricing plan, you might be required to upgrade your plan.

 

1.10. Excessive Use Restrictions. We provide access to the Platform on a tiered-pricing basis, and some tiers can process more data with less impact on performance.  We have no liability for the effect that your excessive data use may have on performance.  If, in ADMESA’s sole discretion, we determine that your data use is excessive, abusive, or has a negative effect on the Platform in anyway, we may (1) require that you upgrade your Services in order to continue your activity levels if your data use exceeds the intended use of your existing Platform tier or if ADMESA’s operational costs to support your Platform usage exceeds the subscription price; (2) suspend or terminate your use of the Platform or Services, and/or (3) reduce the amount of data you are able to use.

 

We make regular updates to our platform, and sometimes those updates might affect the previous mode of operation of the platform.

 

1.11. Platform Updates. ADMESA reserves the right to make updates or changes to the Platform at anytime, including changes that may affect the previous mode of operation of the Platform. You agree that your use of the Platform or purchase of Services is not contingent on ADMESA’s delivery or release of any functionality or feature, including but not limited to the continuation of a certain Service or any third-party services.

 

We don’t allow access to our platform by those located in embargoed countries.

 

You are responsible for compliance with any local laws that might be applicable to your use of the platform.

 

1.12. International Use.  If you are in an embargoed country or are a sanctioned person or entity, you are prohibited from using the Platform. ADMESA makes no representation that materials on the Platform are appropriate or available for use in locations outside the United States. Those who choose to access the Platform from other locations do so on their own initiative and at their own risk. If you choose to access the Platform from outside the United States, you are responsible for compliance with local laws in your jurisdiction, including but not limited to, the taxation of products purchased over the Internet. Any offer for any product, Services, and/or information made in connection with the Platform is void where prohibited.

 

If you are authorized to resell access to the platform, you can’t advertise prices that are lower than ADMESA’s prices. There might be exceptions to this rule by law. We also reserve the right to make exceptions to the rule in our sole discretion, and we can revoke those exceptions at anytime.

 

2. Intellectual Property

2.1. Platform Content. The Platform and Platform Content are the property of ADMESA or its licensors and are protected by copyright, trademark and other intellectual property laws, except as indicated below. Platform Content does not include User Contribution(s), as defined below. ADMESA grants you a personal, royalty-free, non-assignable, revocable, and non-exclusive license to access and use the Platform Content while using the Platform for the purpose of making the Platform available to You and Your customers. Any other use, including the reproduction, modification, distribution, transmission, republication, framing, display or performance of Platform Content without prior permission of ADMESA is strictly prohibited.

 

2.2. ADMESA Marks. ADMESA Marks are trademarks and services marks of ADMESA and may not be used without advance written permission of ADMESA, including in connection with any product or service that is not provided by ADMESA, or in any manner that is likely to cause confusion, or in any manner that disparages, discredits, or misrepresents ADMESA. You may not remove any ADMESA Marks or other proprietary notices, including, without limitation, attribution information, credits, and copyright notices that have been placed on or near the Platform or Platform Content. Other products or company names mentioned on the Platform may be trademarks or service marks of their respective owners. Third-party websites may feature ADMESA Marks, with or without authorization, and such usage of ADMESA Marks does not constitute or imply any approval, sponsorship, or endorsement by ADMESA.

 

You own the content that you post on our platform, but you give us permission to use the content.

 

If the content that you post violates these terms, we will take it down.

 

You can’t post anything inappropriate or offensive, or materials that infringe someone else’s intellectual property rights

 

2.3. User Contributions. User Contributions are considered non-confidential and non-proprietary. You grant ADMESA, our service providers and each of their licensees, successors, and assigns the perpetual right to use, reproduce, modify, perform, display, distribute, and otherwise disclose User Contributions to third parties for any purpose. You also grant ADMESA the right to use Your Information and User Contributions to improve the Platform, develop new services, and/or improve ADMESA’s overall product offerings and business model.  ADMESA is not responsible or liable to any third party for the content or accuracy of any User Contributions, nor do we endorse the User Contribution of third parties. ADMESA is not responsible for any failure or delay in removing User Contributions that violate the Terms. ADMESA reserves the right to delete or otherwise remove any User Contributions we deem to be in violation of these Terms, with or without notice, at any time, for any reason. You represent and warrant that: (i) You own or control all rights in and to the User Contributions and have the right to grant the license granted above; (ii) All of your User Contributions comply with these Terms; and (iii) You understand and acknowledge that you are responsible for the legality, reliability, accuracy and appropriateness of your User Contribution.

 

2.4. Prohibited User Contributions. You are prohibited from posting User Contributions on the Platform that: (i) Are unlawful, threatening, abusive, harassing, defamatory, deceptive, fraudulent, tortious, invasive of another’s privacy, or includes graphic descriptions of sexual or violent content; (ii) Victimize, harass, degrade, or intimidate an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, disability, or otherwise; (iii) Infringe any patent, trademark, trade secret, copyright, right of publicity, or other proprietary or intellectual property right of any party; or (iv) Breach the security of, compromise or otherwise allow access to secured, protected or inaccessible areas of the Platform, or attempt to gain access to other networks or servers via your Platform account.

 

3. Disclaimers

THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. YOUR USE OF THE PLATFORM IS AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES. YOU AGREE THAT ADMESA HAS NO RESPONSIBILITY OR LIABILITY FOR THE DELETION OR FAILURE TO STORE ANY INFROMATION OR CONTENT MAINTAINED OR TRANSMITTED ON OR THROUGH THE PLATFORM.

 

WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (A) THE PLATFORM WILL MEET YOUR REQUIREMENTS, (B) THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORM WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (D) THE QUALITY OF THE PLATFORM WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS.

 

YOU ACKNOWLEDGE THAT THE INTERNET AND TELECOMMUNICATIONS PROVIDERS’ NETWORKS ARE INHERENTLY INSECURE. ACCORDINGLY, YOU AGREE THAT ADMESA IS NOT LIABLE FOR ANY CHANGES TO, INTERCEPTION OF, OR LOSS OF YOUR DATA WHILE IN TRANSIT VIA THE INTERNET OR A TELECOMMUNICATIONS PROVIDER’S NETWORK.

 

ADMESA MAKES NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED THROUGH A THIRD PARTY OR THIRD PARTY SERVICES, OR IN CONNECTION WITH THE PLATFORM, AND YOU UNDERSTAND AND AGREE THAT SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT YOUR OWN RISK. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY SERVICES OR CONTENT AVAILABLE ON OR THROUGH THE PLATFORM FROM A THIRD PARTY OR THROUGH THIRD PARTY SERVICES IS PROVIDED SOLELY BY SUCH THIRD PARTY.

 

WE RESERVE THE SOLE RIGHT TO EITHER MODIFY OR DISCONTINUE THE PLATFORM, INCLUDING ANY SERVICES OR FEATURES THEREIN, AT ANY TIME WITH OR WITHOUT NOTICE TO YOU. WE SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY SHOULD WE EXERCISE SUCH RIGHT. MODIFICATIONS MAY INCLUDE, BUT ARE NOT LIMITED TO, CHANGES IN THE PRICING STRUCTURE AND THE ADDITION OF FREE OR FEE-BASED SERVICES. ANY NEW FEATURES THAT AUGMENT OR ENHANCE THE THEN-CURRENT SERVICES ON THIS PLATFORM SHALL ALSO BE SUBJECT TO THESE TERMS OF SERVICE.

 

SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. PLEASE CONSULT THE LAWS IN YOUR JURISDICTION

 

Any direct damages that ADMESA might owe are capped at the amounts you paid us in the three month period before the act giving rise to the liability.

 

ADMESA is not responsible for any damages that indirectly resulted from an incident

 

4. Limitation of Liability, Indemnification, and Mitigation

 

Your exclusive remedy and our entire liability, if any, for any claims arising out of these Terms and your use of the Platform or the Services shall be limited to the amount you paid us for Services purchased on the Platform during the three (3) month period before the act giving rise to the liability.

 

IN NO EVENT SHALL ADMESA BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM MALICIOUS CODE, LOSS OF USE, DATA OR PROFIT LOSS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE PLATFORM OR THIRD PARTY SERVICES OR OF ANY WEBSITE REFERENCED OR LINKED TO FROM THE PLATFORM.

 

FURTHER, WE SHALL NOT BE LIABLE IN ANY WAY FOR THIRD PARTY SERVICES OR DISRUPTIONS THEREOF, OR THIRD PARTY PROMISES AND/OR STATEMENTS REGARDING OUR PLATFORM SERVICES OR CONTENT OR FOR TRANSACTIONS WITH THE THIRD PARTY THROUGH THE PLATFORM, INCLUDING WITHOUT LIMITATION THE PROCESSING OF ORDERS.

 

SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. PLEASE CONSULT THE LAWS IN YOUR JURISDICTION.

 

If you breach these terms, give us inaccurate information, engage in gross negligence or willful misconduct, or if you or your customers violate the law, you might have to indemnify us.

 

 

If a third party claims that our platform violates their intellectual property rights, we’ll either (i) obtain the proper licenses so that you can continue using the platform; (ii) modify or replace the platform; or (iii) shut down the platform.

 

You agree to defend, indemnify, and hold ADMESA harmless  against all demands, claims, actions, proceedings, damages, liabilities, losses, fees, costs or expenses (including without limitation reasonable attorneys’ fees and the costs of any investigation) directly or indirectly arising from or in any way connected with your use of the Platform  (“Claims”), including, but not limited to:  (a) our use of or reliance on information or data supplied or to be supplied by you, your employees, agents, or customers; (b) any breach of or default under these Terms  by you, your employees, agents, or customers; (c) the wrongful use or possession of any ADMESA property by you, your employees, agents, or customers; (d) any negligence, gross negligence or willful misconduct by you or your employees, agents, or customers; (e) misrepresentations by you, your employees, agents, or customers (f) violation(s) of applicable law by you, your employees, agents, or customers, (g) your actions and the actions of your employees, agents, or customers; (h) the acts or omissions of you, your employees, agents, or customers in connection with providing notice and obtaining consents regarding the origination or content of the SMS or MMS messages, email or other communications using the Services, (i) Taxes and other Fees and/or (j) any disputes between (1) you and other users (2) you and your client(s) and/or (3) your customers.

 

If the Platform is found to violate any third-party intellectual property right, at our option we may: (a) obtain the right for you to continue to use the Platform as contemplated by these Terms; (b) modify or replace the Platform, in whole or in part, to seek to make the  Platform non-infringing; or (c) require you to immediately cease any use of the  Platform..

 

If you have a claim related to these terms or the platform, you need to commence action within three months.

 

5. Limitation On Time To File Claims

 

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM MUST BE COMMENCED WITHIN THREE (3) MONTHS AFTER THE EVENT GIVING RISE TO THE ACTION OR CLAIM OCCURRED, REGARDLESS OF WHEN YOU KNEW OR SHOULD HAVE KNOWN ABOUT IT; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

 

Sometimes money won’t fix the problem if you breach these terms. In those instances, we might seek equitable relief, like an injunction.

 

6. Injunctive Relief

 

You agree that a breach of these Terms will cause irreparable injury to ADMESA for which monetary damages would not be an adequate remedy, and ADMESA shall be entitled to seek equitable relief, in addition to any remedies it may have hereunder or at law, without having to post a bond or other security.

 

7. Waiver And Severability

 

You agree that a breach of these Terms will cause irreparable injury to ADMESA for which monetary damages would not be an adequate remedy, and ADMESA shall be entitled to seek equitable relief, in addition to any remedies it may have hereunder or at law, without having to post a bond or other security.

 

No waiver by ADMESA of a term or condition set forth in these Terms shall be deemed a continuing waiver of such term or condition or a waiver of any other term or condition. Any failure of ADMESA to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

 

If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Service will continue in full force and effect.

 

8. Change of Control

 

ADMESA may assign its rights under these Terms at any time, without notice to you. You may not assign your rights under these Terms without ADMESA’s prior written consent which may be withheld at ADMESA’s sole discretion.

 

9. Entire Agreement

 

Except as noted below, these Terms constitute the sole and entire agreement between you and ADMESA with respect to the Platform and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Platform.  These Terms may not be altered, supplemented, or amended by the use of any other document(s) unless such document is signed by an authorized representative of ADMESA.

 

ADMESA may enter into a separate agreement with you. The terms of any separate agreement between you and ADMESA will be considered a part of your entire agreement with ADMESA. To the extent there is a conflict between these Terms and the terms of your separate agreement with ADMESA, your separate agreement with ADMESA will control.

 

We can terminate this agreement and your access to the platform at any time, for any reason.

 

10. Term and Termination

 

These Terms will remain in full force and effect so long as you maintain a Platform Account. The sections of these Terms that are intended to survive termination of your Platform Account will remain binding even after you are no longer a Platform user.

 

a. Grounds for Termination.  You agree that ADMESA, in its sole discretion, may suspend or terminate your access to the Platform (or any part thereof) for any reason, with or without notice, and without any liability to you or to any third party for any claims, damages, costs or losses resulting therefrom.  Any suspected fraudulent, abusive or illegal activity may be grounds for barring your access to this Platform, and reporting you to the proper authorities, if necessary. ADMESA reserves the right to delete Platform Accounts that have remained inactive for at least one (1) year.

 

b. No Right to Services Upon Termination. Upon termination and regardless of the reason(s) motivating such termination, your right to use the Platform will immediately cease. ADMESA is not liable to you or any third party for any claims for damages arising out of any termination or suspension or any other actions taken by us with regards to your Platform access.

 

c. How to Terminate or Make Adjustments. If you, for any reason, would like to terminate your access to the Platform or make adjustments, ADMESA requires written notice at least 30 days before your next billing date.

 

d. No Termination by Third Party Users. ADMESA has limited access to subscriptions not directly purchased from us. Any user who has been given access to the Platform by any party other than ADMESA must contact the party who originally provided access to the Platform for any inquiries related to termination.

 

e. Force Majeure. In addition to any excuse provided by applicable law, we shall be excused from liability for non-delivery or delay in delivery of the Platform or any associated product or service through the Platform arising from any event beyond our reasonable control, whether or not foreseeable by either party, including but not limited to: labor disturbance, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond our reasonable control, whether or not similar to those which are enumerated above.

 

If we have a dispute that can’t be resolved, we will solve it using arbitration.

 

Make sure you talk to a lawyer to understand this section.

 

11. Applicable Law, Binding Arbitration, and Class Action Waiver

 

PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY REQUIRE YOU TO AGREE TO RESOLVE ALL DISPUTES BETWEEN US THROUGH BINDING INDIVIDUAL ARBITRATION.

 

The laws of the State of Texas will govern these Terms of Service and any disputes under them, without giving effect to any principles of conflicts of laws.

 

Any controversy or claim arising out of or relating to these Terms shall be exclusively settled by arbitration administered by the American Arbitration Association in accordance with Commercial Arbitration Rules, then in effect. This arbitration provision is governed by the Federal Arbitration Act. The arbitration proceedings shall be held in Dallas, Texas. Any arbitration award may be entered in a court of competent jurisdiction.

 

All claims and disputes within the scope of this arbitration agreement must be arbitrated or litigated on an individual basis and not on a class basis. Claims of more than one customer or user cannot be arbitrated or litigated jointly or consolidated with those of any other customer or user.

 

 

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