Telebroadcast Alert™, Inc. Service Agreement

I understand that the Telebroadcast Alert Messaging Platform is to be used for communicating a common message to my member group or organization and using the Telebroadcast Alert Messaging Platform for the following reasons are not permissible and at Telebroadcast Alert's sole discretion, may result in termination of my account and no fees will be refunded;

1. Telemarketing and solicitation
2. Consistently changing message notification list
3. Sending messages with a high percentage of short hang-ups after call begins
4. In-Call Transfers to conference calling lines
5. In-Call Transfers to any location other than the 48 contiguous US states

Additionally, I understand the messaging platform shall not be used to transmit messages that contain profane language and/or other material deemed to be offensive to the recipients or Telebroadcast Alert and agree that any use of the Telebroadcast Alert Messaging Platform Service will conform to this Service Agreement as outlined below.

Unlimited Call Plans - Unlimited means customer can send an unlimited number of time-sensitive messages to a relatively static list of members or recipients, provided, however, they are not considered as 'spamming'. 

Unlimited In-Call Transfer - In-Call Transfer is the automated connection of a call to a message recipient to a specific phone number designated, which is intended to be used for authorized emergency communications to and with a relatively static list of members or recipients.

In-Call Transfers with Pay-Per Call Plans - In-Call Transfer is the automated connection of a call to a message recipient to a specific phone number, which is intended to be used for short confirmation and appointment calls. 

References throughout this Service Agreement to “Telebroadcast Alert, Inc.”, “TBA”, “we”, “our”, are treated identically.

Terms and Conditions 

Telebroadcast Alert, Inc. provides clients access to its messaging platform and any new features, changes, updates or improvements to the current Telebroadcast Alert Messaging Platform shall be subject to the terms of this Service Agreement unless explicitly stated otherwise.

1. ACCEPTANCE OF SERVICE AGREEMENT AND LIMITED LICENSE 

Please read this Service Agreement before registering to use our messaging platform. By registering or using the Telebroadcast Alert Messaging Platform you agree to the Terms and Conditions of the Service Agreement. You agree that any notification list of members or recipients sent to TBA or input into our system contains only phone numbers and/or email addresses of individuals who wish to receive a common message. Such numbers or addresses are referred to as "opt-in" numbers and addresses. Members and recipients can “opt-out” anytime by contacting Telebroadcast Alert.

Telebroadcast Alert grants you a limited, revocable, and nonexclusive license to use the Telebroadcast Alert Messaging Platform service. As a condition to use any of the messaging services, you warrant to Telebroadcast Alert that you will not use the Telebroadcast Alert website or messaging platform for any purpose that is unlawful or prohibited by this Service Agreement.

2. MODIFICATION OF TERMS

Unless explicitly stated otherwise, any new feature that augments or enhances the current Telebroadcast Alert service, including the release of new Telebroadcast Alert services, shall be subject to this Service Agreement. You understand and agree that the Telebroadcast Alert Messaging Platform service is provided "AS IS" and that Telebroadcast Alert assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any member notification list.

3. PRIVACY POLICY

Using the Telebroadcast Alert Messaging Platform Service you acknowledge Telebroadcast Alert’s Privacy Policy, which is available on our website, which may be updated from time to time. The terms of our Privacy Policy are hereby incorporated into this Service Agreement.

4. REMOVEAL OF CONTACT INFORMATION

Message recipients on any of your notification list that do not wish to receive messages, they may visit our website and click 'Remove My Contact Information', or contact us via email, or by sending a letter to Telebroadcast Alert, P.O. Box 990, Oxford, GA 30054-2600, or by telephone (877) 202-1212 to request the removal of their contact information from the notification list. Only contact information sent to us in a data file may be removed in this manner.

5. CUSTOMER REGISTRATION

As a condition for use of the Telebroadcast Alert Messaging Platform Service you agree to provide Telebroadcast Alert with accurate and complete and accurate information when registering for or using the Telebroadcast Alert Messaging Platform, and to update and maintain such information. Telebroadcast Alert has the right to suspend, restrict or terminate your use of the Telebroadcast Alert Messaging Platform and to refuse any future use of all or portions of the Telebroadcast Alert Messaging Platform if Telebroadcast Alert has reason to believe you have failed to comply with these requirements.

6. MINIMUM AGE RESTRICTION

By using or registering for the Telebroadcast Alert Messaging Platform, you represent and warrant to Telebroadcast Alert that your message recipients are above the age of eighteen (18) years of age.

7. ACCOUNT SECURITY

When you register to use the messaging service, you will be given a unique USER ID and a unique PIN (password). You are responsible for protecting the confidentiality of the USER ID and PIN, and are fully responsible for all activities that occur under the USER ID and PIN.

You agree to immediately notify Telebroadcast Alert of any loss, compromise or unauthorized use of the USER ID and PIN or any other breach of security. You may notify Telebroadcast Alert by sending a letter to Telebroadcast Alert, P.O. Box 990, Oxford, GA 30054-2600, or by telephone (877) 202-1212.

Prohibited violations of the security of the messaging services include, but are not limited to, the following:

1. Attempting to log into or otherwise obtaining or seeking to obtain unauthorized access to any account or computer system. This includes, for example: (i) accessing data or information not intended for you or your use, (ii) attempting to probe, scan, or test the vulnerability of the messaging services, and (iii) tampering, hacking, modifying or otherwise corrupting, circumventing or breaching security or authentication measures without proper authorization.
2. Interfering with or attempting to interfere with the messaging services to any user, host, or network, by use of any program, script, command, or otherwise, including, overloading, "flooding," or "crashing" any computer system, or causing a user's screen to "scroll" faster than the user is able to follow to type to it, "trapping" users at any URL or site, or taking any action that has a similarly disruptive effect as any of the foregoing.
3. Transmitting material that contains Viruses, Trojans, Worms, or any other computer programming routines or engines with the intent or effect of damaging, destroying, disrupting or otherwise is impairing a computer's functionality or the operation of the Messaging Services.
4. Interfering with, intercepting or expropriating any system, data or information.

8. NON-COMMERCIAL AND COMMERCIAL USE

You may use the broadcast messaging platform service to deliver non-solicitation messages to consumers, or reasonable business-to-business use to contact existing customers, subscribers, members or others with which you have an ongoing business relationship. Commercial Plans are available on our website.

Non-commercial clients may use the message service to reach, inform and notify members, recipients and their families of activities, events and issues important to their association and/or organization.

Customers who attempt to use any of our messaging services outside the scope of their plan will be subject to re-pricing, retrospectively, at the then current rate.

9. RESTRICTION AND MODIFICATION OF SERVICE

You agree that Telebroadcast Alert may limit your use of the Telebroadcast Alert Messaging Platform, including without limitation the frequency and duration for which you may access the Telebroadcast Alert Messaging Platform, and that Telebroadcast Alert has no responsibility or liability for any unavailability or limitation on use of the Telebroadcast Alert Messaging Platform Service. Additionally, Telebroadcast Alert reserves the right at any time to limit customer’s access to; modify, change or discontinue the Telebroadcast Alert Messaging Platform Service, or any part thereof, with or without notice. You agree that Telebroadcast Alert shall not be liable to any third party for any modification, suspension or discontinuance of the Telebroadcast Alert Messaging Platform. You acknowledge that Telebroadcast Alert reserves the right to terminate any inactive or dormant account(s). You agree and Telebroadcast Alert reserves the right to change these general practices and limits at any time, in our sole discretion, with or without notice.

10. SERVICE ASSURANCE

As a condition of use of the Telebroadcast Alert Messaging Platform, you agree and warrant to Telebroadcast Alert that you will not use the Telebroadcast Alert Messaging Platform for any purpose that is unlawful or prohibited by this Service Agreement. You may not use the Telebroadcast Alert Messaging Platform Service in any manner that could damage, impair, disable or overburden the Telebroadcast Alert Messaging Platform, interfere in any way with Telebroadcast Alert's rights, interfere in any way with any other Telebroadcast Alert client’s use and enjoyment of the Telebroadcast Alert Messaging Platform, or otherwise infringe on any person's rights.

You agree to avoid sending, or attempt to send, messages to emergency lines, to any health care facility or similar establishment, to numbers assigned to radio common carrier services, to numbers outside the US and Canada, and, unless granted permission from the recipient, to any service for which the called party is charged for the call; You agree to avoid transmitting, or attempt to transmit, any material that may infringe the contractual, fiduciary, intellectual property rights, or other rights of third parties, including trademark, copyright or the right of publicity;

You agree to not impersonate, or attempt to impersonate, any other person, falsify contact information, or caller ID phone number displayed to recipients, misrepresent a relationship with any person or entity, including misrepresenting a relationship with Telebroadcast Alert, or otherwise attempt to mislead others as to the identity of the sender or the origin of a message;

You agree to not use, or attempt to use, the Telebroadcast Alert Messaging Platform to convey any information that may be considered unlawful, harassing, libelous, abusive, threatening, obscene, hateful, offensive, harmful, vulgar, distasteful, defamatory, or invasive of another person's privacy or proprietary rights;

You agree and Telebroadcast Alert retains the right, at its sole discretion, to determine whether or not your conduct is consistent with this Service Agreement. Telebroadcast Alert may terminate access to the Telebroadcast Alert Messaging Platform Service if your conduct is found to be inconsistent with this Service Agreement.

11. SPAMMING RESTRICTIONS

This Service Agreement prohibits "spamming" or transmitting unsolicited e-mail messages, bulk commercial advertising, or chain letters to e-mail groups, newsgroups, bulletin boards, or to users that have requested that messages not be sent to them. Telebroadcast Alert has the right to immediately terminate any account that it believes, in its sole discretion, is violating any term of this Service Agreement.

12. CONTENT LIMITATIONS

Telebroadcast Alert does not guarantee the accuracy, integrity, quality or appropriateness of any message. You acknowledge that the Telebroadcast Alert Messaging Platform simply acts as a message delivery platform for the distribution and transmission of information common to a membership or organization. You acknowledge that Telebroadcast Alert has no obligation to screen, preview, or monitor such content. By using the Telebroadcast Alert Messaging Platform, you agree that it is solely your responsibility to evaluate the accuracy, usefulness, completeness or appropriateness of any content transmitted through the Telebroadcast Alert Messaging Platform service, including content that may be offensive, indecent or objectionable. Telebroadcast Alert is not liable in any way for any content, including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any content sent, accessed, posted or otherwise transmitted via the Telebroadcast Alert Messaging Platform.

13. DISCLOSURE OF INFORMATION

Telebroadcast Alert may make identifiable information available to our employees and third parties with whom we contract for use solely to handle your account. In addition, Telebroadcast Alert may provide non-personally identifiable aggregate statistics, unique identifiers, demographic and other anonymous information about our clients to advertisers, service providers, and other third parties. You acknowledge and agree that Telebroadcast Alert may make such uses of information you provide or Telebroadcast Alert collects.

While Telebroadcast Alert is committed to protect customer’s privacy, you and agree that Telebroadcast Alert may disclose any information or content as described herein, or if required to do so by law or in the good faith belief that such disclosure is reasonably necessary to: (a) comply with the legal process; (b) respond to claims of a violation of the rights of third parties; or (c) protect the rights, property or safety of Telebroadcast Alert. Telebroadcast Alert shall not be responsible for accidental or inadvertent disclosure, unauthorized access or other disclosure as required by law or described herein.

As our business continues to grow, we might sell or buy other companies or assets. In such transactions, information generally is one of the transferred business assets. Also, in the event that Telebroadcast Alert, or substantially all of its assets are acquired, you acknowledge the transfer of your information as one of the transferred assets, to be used as defined above and in accordance with our privacy policy.

14. VOICE AND DATA SERVICE PROVIDERS

Telebroadcast Alert is not responsible or liable, indirectly or directly, for any damage or loss caused or alleged to be caused by or in connection with voice and data service providers providing services for Telebroadcast Alert.

You agree that Telebroadcast Alert is not responsible for the accessibility or unavailability of your service providers or for your interaction and dealings with them.

Caller ID numbers may generally be selected by you and must be a number you or your association or organization has responsibility for. If a responsible number is not available and selected on the customer authorization form, Telebroadcast Alert will display one of its telephone numbers. In certain geographic areas, including Alaska, Hawaii and portions of Canada, local numbers cannot be handled properly and the number displayed will be a telephone number provided by Telebroadcast Alert.

You acknowledge the telephone industry limitation for Caller ID. Telebroadcast Alert sends the Caller ID number (or one of its platform default numbers) to your members or recipients phone, but the name displayed is the responsibility of the local phone company that serves the recipient.

15. SERVICE FEES AND CHARGES

The basic account fees ("Service Fees") shall be provided at the rates set out in our pricing plan at the time of your registration for our messaging services, plus applicable taxes. Telebroadcast Alert may from time to time modify the Service Fees.

16. BILLING

Service Fees shall be paid through check, credit or debit cards or as printed on invoices or posted on our web site. Service fees shall be paid monthly or annually in advance. All invoices will be sent electronically and payment is due ten (10) days from date of invoice.  

16.1. AUTO-RENEW

If you selected the auto renewal program, you give Telebroadcast Alert permission to automatically process the payment transaction (whether through debit card, credit card, ACH transfer, or other means) upon the anniversary of the date the account was created (or such later date as Telebroadcast Alert may implement). The auto renewal program is an "opt in" program and may be selected in conjunction with this Service Agreement.

If for any reason payment is not received and payment becomes past due, Telebroadcast Alert will assess a late payment charge of 1.5% per month or 18% annually of the amount due. The total amount of the late payment, and the late charge, shall be due and payable immediately. You are responsible for any fees, including attorney and collection fees that Telebroadcast Alert may incur in its efforts to collect any Service Fees, surcharges and late payment charges owing from you.

Telebroadcast Alert reserves the right to change the billing process upon providing 30 days notice in writing.

17. TERM AND TERMINATION AND SATISFACTION GUARANTEE

Initial term of the Telebroadcast Alert Messaging Service shall be as defined in our rate plan, and shall continue for automatic subscription renewals, thereafter until terminated by either party in accordance with this Service Agreement.

If for any reason the messaging service is terminated, Telebroadcast Alert will refund the Service Fees on a pro rata basis from the date of such termination to the end of the then current term, or for unused calls if purchased on a per-call plan, less any set-up charges.  

18. LIMITATION OF LIABILITY 

UNDER NO CIRCUMSTANCES, INCLUDING ANY INFRINGEMENT CLAIMS, SHALL TELEBROADCAST ALERT BE LIABLE TO ANY PARTY FOR ANY RE-PROCUREMENT COSTS, LOST REVENUE OR PROFITS OR FOR ANY OTHER SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF TELEBROADCAST ALERT HAS BEEN INFORMED OF SUCH POTENTIAL LOSS OR DAMAGE.

19. USE OF TELEBROADCAST ALERT TRADEMARKS 

You acknowledge that Telebroadcast Alert owns all rights, title and interest in the Telebroadcast Alert names and logotypes. You understand you will acquire no interest in any such trademarks or trade names by virtue of this Service Agreement, its activities under it, or any relationship with Telebroadcast Alert. During the term of this Service Agreement, you may indicate to the trade and to the public that you are an Approved and Registered user of the Telebroadcast Alert Messaging Platform. With Telebroadcast Alert’s prior written approval, you may also use the Telebroadcast Alert provided trademarks and trade names to promote and solicit sales or licensing of Telebroadcast Alert  messaging applications if done so in strict accordance with Telebroadcast Alert’s guidelines. You may not adopt or use such trademarks or trade names, or any confusingly word or symbol, as part of our name or allow such marks or names to be used by others. 

At the expiration or termination of this Service Agreement, you shall immediately discontinue any use of the Telebroadcast Alert names or trademarks or any other combination of words, designs, trademarks or trade names that would indicate that it is or was a registered user of Telebroadcast Alert products and services. 

20. PROPRIETARY INFORMATION 

Telebroadcast Alert and customer shall each exercise due diligence to maintain in confidence and not disclose to any third party any proprietary information furnished by the other to it on a confidential basis and identified as such when furnished. Except in accordance with this Service Agreement, neither party shall use such information without permission of the party that furnished it. As used in this paragraph, “due diligence” means the same precaution and standard of care which that party uses to safeguard its own proprietary data, but in no event less than reasonable care. The provisions of this Section shall survive for five (5) years beyond the expiration, non-renewal or termination of this Service Agreement. 

This Service Agreement does not grant any license under any patents or other intellectual property rights owned or controlled by or licensed to TBA. Reseller shall not have any right to manufacture or reverse engineer any TBA messaging service applications. 

21. INTELLECTUAL PROPERTY 

You acknowledge that the Telebroadcast Alert Messaging Platform, interfaces, source code and applications, and all copyrights, patents, trade secrets, trademarks and other proprietary rights under the applicable law of the United States or of any foreign country where the messaging application is used are owned solely and exclusively by Telebroadcast Alert, and no provision in this Service Agreement is intended to be or shall be construed to be a transfer or conveyance of any such ownership rights in the messaging products, services and software. 

22. COMPLIANCE WITH LAWS 

You agree to comply with all laws and regulations that are applicable to the business that you transact. Further, you agree to indemnify and hold Telebroadcast Alert harmless for all liability or damages caused by your failure to comply with the terms of this provision. 

23. GOVERNMENT CONTRACT CONDITIONS 

In the event that you elect to sell Telebroadcast Alert messaging services to the U.S. Government, you do so solely at its own option and risk, and agree not to obligate Telebroadcast Alert as a subcontractor or otherwise to the U.S. Government. You remain solely and exclusively responsible for compliance with all statutes and regulations governing sales to the U.S. Government. Telebroadcast Alert makes no representations, certifications or warranties whatsoever with respect to the ability of its goods, services or prices to satisfy any such statutes and regulations. 

24. INDEMNIFICATION

You agree to indemnify, defend and hold harmless Telebroadcast Alert, its officers, directors, owners, employees, agents, other service providers, vendors or customers from and against all losses, liabilities, expenses, damages and costs, including reasonable attorneys' fees resulting from any violation of the Service Agreement by you or any harm you may cause to anyone. You agree and we reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.

25. NOTICES AND COMMUNICATIONS

You agree that Telebroadcast Alert may communicate any notices to you, including notices of changes to the Service Agreement, through e-mail, regular mail, posting the notices on the Telebroadcast Alert.com website or playing them to you on the phone through the Telebroadcast Alert Messaging Platform Service.

You further agree to accept e-mail from Telebroadcast Alert, by setting any email spam filters or blocking software to accept messages from our designated origination addresses sent to you by Telebroadcast Alert Messaging Platform service.

26. ENTIRE AGREEMENT

The Service Agreement governs your use of the Telebroadcast Alert Messaging Platform and constitutes the entire agreement between you and Telebroadcast Alert. It supersedes any prior agreements between you and Telebroadcast Alert. Additional terms and conditions may apply when you use the services of service providers and other third parties. These additional terms will not reduce, diminish or eliminate any rights Telebroadcast Alert possesses with respect to this Service Agreement.

27. GOVERNING LAW AND ARBITRATION

The Service Agreement and the relationship between you and Telebroadcast Alert shall be governed by the laws of the State of Georgia without regard to its conflict of law provisions. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Telebroadcast Alert service or to the terms of this Service Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. You agree to submit any dispute with Telebroadcast Alert exclusively to final and binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The location of any arbitration shall be in the city of Atlanta, Georgia. Reseller agrees any arbitrator shall not have the authority to award punitive damages. You agree to be bound by any ruling in such arbitration proceeding and that such ruling shall be enforceable in any court of competent jurisdiction.

28. MISCELLANEOUS 

Notices under this Service Agreement must be sent by electronic mail, telecopy, registered or certified mail to the appropriate party at its business address stated on the first page of this Service Agreement (or to a new address if the other has been properly notified of the change).  

This Service Agreement and its schedules represent the entire agreement between the parties regarding this subject. This Service Agreement supersedes all previous oral or written communications between the parties regarding the subject, and it may not be modified or waived except in writing and signed by an officer or other authorized representative of each party. Neither party will be liable to the other for any delay or failure to perform if that delay or failure results from a cause beyond its reasonable control. If any provision is held invalid, all other provisions shall remain valid, unless such invalidity would frustrate the purpose of this Service Agreement. The State of Georgia law governs this Service Agreement. Telebroadcast Alert and you will attempt to settle any claim or controversy arising out of it through consultation and negotiation in good faith and a spirit of mutual cooperation. Any dispute which cannot be resolved through negotiation or mediation may be submitted to the courts of appropriate jurisdiction.

 

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