SERVICE DESCRIPTION: Gyrocode LLC (the "Company") provides interactive text message marketing and lead generation system for real estate professionals, TXT Place (the "Service"), that enables potential home buyers to request and instantly receive property listing information using their mobile phones. The Service also captures each prospect's contact information, provides real estate professionals with a web-based text messaging client, and tracks text messaging conversations with each potential buyer. Unless explicitly stated otherwise, any new features that augment or enhance the current Service shall be subject to this Agreement. Any third party fees related to accessing the Service are your responsibility.
SUBSCRIBER IDENTIFICATION: In consideration of your use of the Service, you represent that you are of legal age to form a binding contract and are not a person barred from receiving the Service under the laws of the United States or other applicable jurisdiction. You also agree to provide true, accurate, current and complete information about yourself when signing up for our service. If you provide any information that is untrue, inaccurate, not current or incomplete, or the Company has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, the Company has the right to suspend or terminate your account and refuse any and all current or future use of the Service. Children under the age of 13 may not sign up for a TXT Place account or use the Service.
BILLING POLICY: You hereby authorize the Company or its merchant service partner to charge your credit card as set forth when you sign up for our Service.
All fees are billed in advance through our merchant services partner. All service subscriptions will be automatically renewed based on the subscription term (monthly or annually) unless cancelled. In addition to the renewal fee you will billed for usage above the number of your free monthly message credits on each monthly anniversary of your signup date.
Subscribers may cancel their account with the Company at any time by emailing email@example.com with your intention to cancel. To avoid paying for another billing period, written notice must be received 3 days before the start of the new billing cycle. No refunds, full or pro-rated, will be granted at any time for the purchase of sign riders. If you cancel your account, any remaining balance owed will be charged before the Company closes the account.
MEMBER CONDUCT: You understand that all information, data, software, music, sound, photographs, graphics, audio, video, text messages or other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Content originated.
This means that you, and not the Company, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available via the Service. The Company does not control the Content posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of such Content.
Under no circumstances will the Company be 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 posted, emailed, transmitted or otherwise made available via the Service.
You agree to not use the Service to:
- Upload, post, email, text message, transmit or otherwise make available any illegal contests or gambling, unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
- Intentionally or unintentionally harm minors in any way;
- Upload, post, email, text message, transmit or otherwise make available any adult Content or Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable.
- Upload, post, email, text message, transmit or otherwise make available any Content or material without the right to do so under any law or under contractual or fiduciary relationships;
- Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
- Forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service;
- Upload, post, email, text message, transmit or other make available any Content or material without that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
- Upload, post, email, text message, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
- Interferes with or disrupts the Company's Service or servers or networks connected to the service;
- "Stalk" or otherwise harass another;
- Intentionally or unintentionally violate any applicable local, state, national or international law; and/or
- Collect or store personal data about other users in connection with the prohibited conduct and activities set forth in paragraphs 1 through 11 above.
You acknowledge that the Company may or may not pre-screen Content, but that the Company and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or move any Content that is available via the Service. Without limiting the foregoing, the Company and its designees shall have the right to remove any Content that violates this Agreement or is otherwise objectionable.
You acknowledge, consent and agree that the Company may access, preserve, and disclose your account information and Content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with any subpoena or other legal process; (b) enforce this Agreement; (c) respond to claims that any Content violates the rights of third-parties; (d) respond to your requests for customer service; or (e) protect the rights, property, or personal safety of the Company, its users and the public.
You guarantee that the subscribers in your account have granted you express consent to send them messages of the type that you intend to send them. If for any reason the Company suspects that the subscribers have not given you express consent, it reserves the right to request a written explanation from you, the client, including the method of collecting the subscriber's phone numbers and a guarantee signed by you that all the people on your subscriber list agreed to receive text messages from you of the type that you had sent. The Company reserves the right to take any action it thinks appropriate in the case of non-compliance, including but not limited to cancellation of the account.
You are responsible for maintaining the confidentiality of the password and account user id and are fully responsible for all activities that occur under your password or account user id. You agree to (a) immediately notify TXT Place of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. The Company will not be liable for any loss or damage arising from your failure to comply with these instructions.
You acknowledge that the Company may establish general practices and limits concerning use of the Service, but that the Company has no responsibility or liability for the deletion or failure to store any Content maintained or transmitted by the Service.
INDEMNIFICATION: You agree to indemnify and hold harmless the Company and its directors, officers, employees, agents and partners from and against any and all claims and expenses, including attorney fees, arising out of your use of the Service, the Content that you submit, post, transmit or make available through the Service, or your violation of this Agreement or any law.
CHANGES: The Company reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that the Company shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service. The Company also reserves the right to modify or replace any part of this Agreement. It is your responsibility to check this Website periodically for changes. Your continued use of or access to the Service constitutes acceptance of those changes.
TERMINATION: You agree that the Company may under certain circumstances and without prior notice, immediately terminate your TXT Place account, any associated text message address and/or email address, and access to the Service. Cause for such termination shall include, but not be limited to, (a) breaches or violations of this Agreement or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by you (self-initiated account deletions), (d) discontinuance or material modification to the Service (or any part thereof), (e) unexpected technical or security issues or problems, (g) your engagement in fraudulent, illegal or improper activities, (h) third party operator requirement, and/or (i) nonpayment of any fees owed by you in connection with the Services.
Further, you agree that all terminations for cause shall be made in the Company's sole discretion and that the Company shall not be liable to you or any third-party for any termination of your account or access to the service.
PROPRIETARY RIGHTS: Title, ownership rights and all intellectual property rights in and to the Services shall remain the sole and exclusive property of the Company. The Company retains all rights not expressly granted to you in this Agreement.
You are prohibited from attempting, or knowingly permitting or encouraging others to attempt, to reverse engineer, decompile, disassemble, or otherwise attempt to determine source code or protocols from the Services except and only to the extent permissible by applicable law despite such prohibition.
You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purpose, any portion of the Service (including your TXT Place account I.D. and password), use of the Service, or access to the Service.
DISCLAIMER OF WARRANTIES: You expressly understand and agree that the Service is provided "as is". The Company hereby disclaims all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. TXT Place does not make any warranty that the Website will be error free or that access thereto will be continuous or uninterrupted. Access to the Service via the internet is at your own discretion and risk.
LIMITATION OF LIABILITY: You expressly understand and agree that the Company shall not be liable to you for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to damages for loss of profits, goodwill, use, data or other intangible losses (even if the Company has been advised of the possibility of such damages), resulting from: (a) the use or interruption of use, (b) loss or corruption of data, (c) the cost of procurement for substitute products or services, or (d) unauthorized access to or alteration of your transmissions or content. The foregoing shall not apply to the extent prohibited by applicable law.
NOTICES: The Company may provide you with notices, including those regarding updates and information about our products or changes to the Agreement by either text message, e-mail, regular mail, or postings on the Service.
TRADEMARKS: The TXT Place name and logo are trademarks of the Company. The Company grants permission to use marks on advertising brochures, signs and other real estate-oriented marketing campaigns. All other uses not associated with the use of the TXT Place Service are expressly prohibited without prior written consent from the Company.
COPYRIGHT OR INTELLECTUAL PROPERTY INFRINGEMENT: As the Company asks others to respect its intellectual property rights, it respects the intellectual property rights of others. If you believe that material located on or linked to the Company's websites infringes on your copyright, you are encouraged to notify the Company via email at firstname.lastname@example.org. We intend to strictly follow the requirements of the DMCA. Any notice of infringement must include a notification of the claimed infringement and the following: (a) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (b) identification of the claimed infringing material and information reasonably sufficient to permit us to locate the material on the website (providing URL(s) of the claimed infringing material may be sufficient to satisfy this requirement); (c) your contact information including your address, telephone number, and email address; (d) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (e) a statement by you, made under penalty of perjury, that the information included in the Infringement Claim is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf; and (f) your physical or electronic signature.
The Company may terminate a subscriber's access to and use of its Service, if the subscriber is determined to have infringed the copyrights or other intellectual property rights of the Company or others. In the case of such termination, the Company will have no obligation to provide a refund of any amounts previously paid for the Service.
GOVERNING LAW: This Agreement and the relationship between you and the Company shall be governed by the laws of the State of Pennsylvania without regard to its conflict of law provisions, and the proper venue for any disputes will be the state and federal courts located in Bucks County, Pennsylvania.
SEVERABILITY: The failure of the Company to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect.
ASSIGNMENT: You agree that your TXT Place account is non-transferable, and this Agreement may not be assigned by you without the Company's prior written consent.
ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between you and TXT Place and governs your use of the Service, superseding any prior agreements between you and TXT Place with respect to the Service. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other services from TXT Place.