The below Terms and Conditions are for the Resdida MOBILIZE Software-as-a-Service (SaaS) (resdidamobilize.com) mobile communications service. If you are interested in viewing the Terms and Conditions for the mobile subscription service for Social Capital Markets (SOCAP), please click here.
BY CLICKING THE "SIGN UP" BUTTON DISPLAYED AS PART OF THE SIGN-UP / ORDERING PROCESS, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE "AGREEMENT") GOVERNING YOUR USE OF RESDIDAMOBILIZE.COM (THE "SERVICE"). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MAY NOT USE THE SERVICE.
The ResdidaMobilize.com Service is owned, operated and made available to you by Resdida, LLC. (hereinafter "Resdida," "we," "our," or "us"). Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Agreement including any materials available on the ResdidaMobilize.com website or any hyperlinks to other sites incorporated by reference herein, including but not limited to the privacy policy.
For reference, a Definitions section is included at the end of this Agreement.
The Service is offered in several tiers:
- Basic
- Intermediate
- Advanced
- Premium
Contact Sales or Client Services to discuss feature differences between the various tiers.
Resdida has built protections into ResdidaMobilize for mobile subscribers that apply to all instances of our application. Resdida clients must make this section (1. Mobile Subscriber Instructions and Protections) available with their specific details from their websites. As a mobile subscriber, the following terms apply:
How to Opt-in: To opt-in or subscribe to our service, you can register directly with a Resdida client, or text SUBSCRIBE or SUB plus the Campaign or Channel Shortname or just the Campaign or Channel Shortname to 80474 and we’ll guide you through the process from your mobile phone.
How to Opt-out: To opt-out from our SMS service or unsubscribe, you can text UNSUBSCRIBE, UNSUB, END, QUIT, CANCEL or STOP plus the Campaign or Channel Shortname to 80474 from your mobile phone and we will unsubscribe you from that Campaign or Channel SMS text messaging service immediately. You will not receive any additional messages until you subscribe once again.
You may also text STOP ALL to 80474 from your mobile phone and we will stop all or our text services to your number from that client and your number will be placed on the Global Do Not Call List until you re-register with the client.
How to get help or support: To get help at any time, email us at support at resdida.com. From your mobile phone, you may request our client’s contact information at any time by texting HELP or HELP plus the Campaign or Channel Short Name to 80474.
Pricing: Message and Data Rates May Apply.
List of supported carriers in the United States:
* Alltel (includes Midwest)
* AT&T
* Bluegrass
* Boost
* Cellcom
* Cellular One of East Central Illinois
* Cellular South
* Centennial
* Cincinnati Bell
* Dobson
* East Kentucky Network
* Immix Wireless
* nTelos
* Revol
* Rural Cellular Corporation
* Sprint Nextel
* T-Mobile USA (includes Suncom)
* U.S. Cellular
* Verizon Wireless
* Virgin Mobile USA
* WCC or WCW (West Central Wireless)
ResdidaMobilize works internationally. Contact sales for details.
Resdida hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by Resdida. You may not access the Service if you are a direct competitor of Resdida, except with Resdida's prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes. You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet "links" to the Service or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. You may use the Service only for your internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks.
You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications, the transmission of technical or personal data, wireless carrier guidelines and the Mobile Marketing Association's Code of Conduct for Mobile Marketing and the U.S. Consumer Best Practice Guidelines (located at www.mmaglobal.com). You shall: (i) notify Resdida immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Resdida immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another ResdidaMobilize.com user or provide false identity information to gain access to or use the Service.
You acknowledge and understand that ResdidaMobilize.com acts as a conduit for the provision of information and content. You acknowledge that Resdida shall not be responsible or liable for any content transmitted and that full responsibility for content shall rest on you. You shall observe all relevant legislation and regulations applicable in their jurisdiction and in the jurisdiction of all persons to whom they cause messages to be delivered. It shall be your sole responsibility to ensure awareness of all applicable laws, regulations and Codes of Conduct to which they may be subject and to ensure compliance therewith.
If you are operating in the European Union you shall comply with all relevant laws, directives and Codes of Conduct in force and applicable to them, including, but not limited to, EU Directive 2002/58/EC, Directive 2000/31/EC, Directive 95/46/EC, Directive 93/13/EC and all national member state laws promulgated in terms thereof as well as the Mobile Marketing Association Code of Conduct available at http://www.mmaglobal.com.
You shall furthermore ensure that all information and content produced or generated by a User for transmission or delivery by means of the SMS service shall comply with any relevant code of conduct for the wireless industry to which ResdidaMobilize.com itself subscribes and is bound, including, but not limited to, the WASPA Code of Conduct located at http://www.waspa.org.za/code/codeconduct.shtml. You shall comply with the provisions of the WASPA code and shall not do, nor omit to do, anything that would result, directly or indirectly, in any breach by ResdidaMobilize.com or by you of any requirement or provision of the code or any applicable legislation, regulations or network usage policies, failing which Resdida shall be entitled to immediately suspend or terminate the provision of services and you shall have no further claim of any nature against Resdida whatsoever, including claims for re-imbursement, refund, compensation or damages. You hereby indemnify Resdida against any fine imposed on Resdida or any damages suffered by ResdidaMobilize.com as a result of any act or omission of your account that amounts to a breach of the WASPA Code. Upon notification of any such fine or damages, you agree to immediately pay the amount of such fine or damages to Resdida. Any amount not paid to Resdida within 24 hours of notification thereof shall accrue interest at the maximum rate permitted in law.
You shall ensure that all information and content provided through the SMS service conforms in all respects with the WASPA Code of Conduct and it shall be your responsibility to familiarize yourself with the WASPA Code.
You may not use, or knowingly allow others to use, the SMS service for any purpose that may bring ResdidaMobilize.com's name into disrepute, or for any purpose that, in Resdida's sole and absolute discretion, is improper, immoral or undesirable.
You shall not permit, do, nor omit to do, anything which might have the effect of prejudicing or impeding the bona fide activities of ResdidaMobilize.com or the interests or goodwill of ResdidaMobilize.com, nor any network operator.
You may not use ResdidaMobilize.com's services to send messages without reasonable cause nor for the purpose of causing annoyance, inconvenience or distress to any person.
In the event of any transgression of any applicable law, regulation, code of conduct, or any provision of these terms and conditions, or in the event of any complaint against you be received by ResdidaMobilize.com, then ResdidaMobilize.com may in its sole and unfettered discretion remove data from your database and/or suspend or terminate your services without a refund of credits and without prejudice to any other rights that it may have in law or in terms of these terms and conditions.
You acknowledge and agree that all messages sent may be stored and can be audited by Resdida or any other person acting on behalf of Resdida at any time to ensure compliance with these terms and conditions and any applicable law, regulations or code of conduct.
As between you and Resdida, you shall own any data collected from end-user consumers (the "End-User Data"). However, Resdida collects aggregate non-personally identifiable data including end-user usage and behavioral data as they relate to the Service (the "Aggregate Data"); and you acknowledge and agree that Resdida shall be the sole and exclusive owner of such Aggregate Data. Resdida does not own any data, information or material that you submit to the Service in the course of using the Service ("Customer Data"). You, not Resdida, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and Resdida shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. Notwithstanding the above, Resdida may remove any Customer Data from the Service that violates any guidelines or policies set forth by (i) the wireless carriers, or (ii) the Mobile Marketing Association, or (iii) any Authorized Distributor, Resdida reserves the right to withhold, remove and/or discard End-User Data and Customer Data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use End-User Data and Customer Data immediately ceases, and Resdida shall have no obligation to maintain or forward any End-User Data or Customer Data.
Resdida alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Resdida Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the Resdida Technology or the Intellectual Property Rights owned by Resdida. The Resdida name, logo, and the product names and logos associated with the Service are trademarks of Resdida and no right or license is granted to use them.
ResdidaMobilize.com's privacy policy may be viewed at http://www.Resdida.com/privacy-policy. We reserve the right to modify our privacy policy from time to time. You may be asked whether or not you wish to receive marketing and other non-critical Service-related communications from time to time. You may opt out of receiving such communications at that time or at any subsequent time by emailing This e-mail address is being protected from spambots. You need JavaScript enabled to view it . Note that because the Service is a hosted, online application, we occasionally may need to notify all users of the Service (whether or not they have opted out as described above) of important announcements regarding the operation of the Service. If you become a paying customer of the Service, you agree that we can use your name and logo in our marketing and promotional materials (e.g., Resdida website, ResdidaMobilize.com website) for the purposes of listing you as a customer.
During use of the Service, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. Resdida and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. Resdida does not endorse any products or sites on the Internet that are linked through the Service. Resdida provides these links to you only as a matter of convenience, and in no event shall Resdida or its licensors be responsible for any content, products, or other materials on or available from such sites. Resdida provides the Service to you pursuant to the terms and conditions of this Agreement. You recognize, however, that certain third-party providers of ancillary software, hardware or services may require your agreement to additional or different license or other terms prior to your use of or access to such software, hardware or services.
Certain tiers of the Service allow you to use our shared short code(s). Use of the Service with a shared short code requires a unique keyword per campaign. You agree not to reserve keywords and attempt to sell such keywords to another user. Any such behavior shall be grounds for immediate termination of this Agreement and your account. Further, Resdida shall have the right to reclaim keywords that you have reserved but are not actively using. Additionally, you shall not use keywords that are a trademark of another company. The Service allows you to use your own short code at certain pricing tiers. You may lease your own short code at www.usshortcodes.com. Unless otherwise agreed, you are responsible for registering and paying for your own short code(s). We will assist in getting your short code(s) provisioned by the wireless carriers and obtaining all required certifications and authorizations. We will use commercially reasonable efforts to provision your short codes but cannot guarantee if / when your short codes(s) will be provisioned or certified by the wireless carriers.
You shall pay all fees or charges to your account in accordance with the applicable Order Form. The fees include, but are not limited to, monthly service fee, messaging fees, short code fees, technical support fees, etc. In addition, you agree to pay (or reimburse Resdida, if we are required to pay directly), for any and all fees in connection with the registration, provisioning, certification and use of your short code(s) including but not limited to content distribution fees, message transaction fees, or any fines or penalties imposed by a wireless carrier or Authorized Distributor. Payments must be made monthly in advance unless otherwise mutually agreed upon in an Order Form. All payment obligations are non-cancelable and all amounts paid are nonrefundable. You are responsible for paying for all services ordered for the entire License Term, whether or not such services are actually used. You must provide Resdida with a valid credit card or approved purchase order information as a condition to signing up for the Service. Added services will be subject to the following: (i) added account licenses will be coterminous with the preexisting License Term (either Initial Term or renewal term); (ii) the fee for the added services will be the then current, generally applicable service fees; and (iii) services added in the middle of a billing month will be charged for a pro-rata portion of that billing month. Users may purchase SMS credits in advance using a credit card on the ResdidaMobilize.com site. These credits are non-refundable, but transferable to other users. Resdida reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by email. All pricing terms are confidential, and you agree not to disclose them to any third party.
Resdida charges and collects in advance for use of the Service. Resdida will automatically bill your credit card or issue an invoice to you each month in accordance with the terms of your Order Form, or as otherwise mutually agreed in writing. Fees for other services will be charged on an as-quoted basis. Resdida's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on Resdida's income. You agree to provide Resdida with complete and accurate billing and contact information. This information includes your legal company name, street address, email address, and name and telephone number of an authorized billing contact and License Administrator. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, we reserve the right to terminate your access to the Service in addition to any other legal remedies. Unless Resdida in its discretion determines otherwise, you will be billed in U.S. dollars and subject to U.S. payment terms and pricing schemes. If you believe your bill is incorrect, you must contact us in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.
In addition to any other rights granted to Resdida herein, Resdida reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for the Service during any period of suspension. If you or Resdida initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that Resdida may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees. Resdida reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledge that Resdida has no obligation to retain End-User Data or Customer Data and that such End-User Data and Customer Data may be irretrievably deleted if your account is 30 days or more delinquent.
This Agreement commences on the Effective Date. The Initial Term will be as you elect during the online sign-up process or as otherwise mutually agreed upon in an Order Form. Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms equal in duration to the Initial Term (or one year, if the Initial Term is greater than one year) at Resdida's then current fees. Either party may terminate this Agreement effective only upon the expiration of the then current License Term, by notifying the other party in writing at least five (5) business days prior to the date of the invoice for the following term. You agree and acknowledge that Resdida has no obligation to retain the End-User Data or Customer Data, and may delete such End-User Data or Customer Data, more than 30 days after termination.
Any breach of your payment obligations or unauthorized use of the Resdida Technology or Service will be deemed a material breach of this Agreement. Resdida, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement. In addition, Resdida may terminate a free account at any time in its sole discretion. You agree and acknowledge that Resdida has no obligation to retain the End-User Data or Customer Data, and may delete such End-User Data and Customer Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Resdida represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online help documentation under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct. With regard to the use of ResdidaMobilize.com, you warrant that:
You shall indemnify and hold Resdida, its affiliates and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that your use of the End-User Data or Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that Resdida (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release Resdida of all liability and such settlement does not affect Resdida's business or Service); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. Resdida shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by Resdida of its representations or warranties; or (iii) a claim arising from breach of this Agreement by Resdida; provided that you (a) promptly give written notice of the claim to Resdida; (b) give Resdida sole control of the defense and settlement of the claim (provided that Resdida may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to Resdida all available information and assistance; and (d) have not compromised or settled such claim. Resdida shall have no indemnification obligation, and you shall indemnify Resdida pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of your products, service, hardware or business process(s).
RESDIDA, LLC AND ITS AFFILIATES MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. RESDIDA AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY RESDIDA AND ITS AFFILIATES. IF YOU ARE DISSATISFIED WITH THE SERVICE, PLEASE REVIEW OUR SERVICE LEVEL AGREEMENT LOCATED AT HTTP://WWW.RESDIDA.COM/SERVICE-LEVEL-AGREEMENT
RESDIDA'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS INCLUDING THOSE UNDER THE CONTROL OF WIRELESS CARRIERS AND RESDIDA'S AUTHORIZED DISTRIBUTORS. RESDIDA IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
The delivery of SMS messages is largely dependent on the effective functioning of network operators' cellular networks, network coverage and the SMS recipient's mobile handset. Resdida cannot guarantee the availability of the service or delivery of SMS messages. Resdida shall make all reasonable endeavours to ensure uninterrupted and continued use of the service.
Network operators may modify, enhance, develop or discontinue components of their services at any time without prior notice, in which event Resdida shall be entitled to modify, enhance, develop or discontinue its services to you without notice.
Resdida shall use its reasonable endeavours to provide you with advance notice of any modification, suspension or termination of its services and shall endeavour to minimize the duration of any suspension thereof in so far as this is reasonably practicable.
Resdida reserves the right to change or terminate the services and/ or alter these terms and conditions for provision of the service at any time.
Messages shall be deemed to have been delivered when Resdida has sent the messages to the immediate destination that it is requested to do including, but not limited to, mobile telephone networks, SMTP or other servers.
IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.
This site provides services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of Switzerland and the European Union. The user of this site ("User") acknowledges and agrees that the site shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States, Switzerland and/or the European Union maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Service, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all U.S., Swiss and European Union export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required. This site may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000. Resdida makes no representation that the Service is appropriate or available for use in other locations. If you use the Service from outside the United States of America, Switzerland and/or the European Union, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United States, Swiss or European Union (including European Union Member States) law is prohibited. None of the Content, nor any information acquired through the use of the Service, is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorized by the United States government or appropriate European body for such purposes.
Resdida may give notice by means of a general notice on the Service, electronic mail to your email address on record in ResdidaMobilize.com's account information, or by written communication sent by first class mail or pre-paid post to your address on record in the MOBILIZE account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Resdida (such notice shall be deemed given when received by Resdida) at any time by any of the following: letter sent by confirmed facsimile to the following fax number: (800) 306-0585; letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the following addresses: Resdida, LLC, 100 Shoreline Cir, #407, San Ramon, CA 94583; addressed to the attention of: Chief Financial Officer.
Resdida reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.
This Agreement may not be assigned by you without the prior written approval of Resdida but may be assigned without your consent by Resdida to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of Resdida directly or indirectly owning or controlling 50% or more of you shall entitle Resdida to terminate this Agreement for cause immediately upon written notice.
This Agreement shall be governed by Delaware law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in the State of Delaware. No text or information set forth on any other purchase order, preprinted form or document (other than an Order Form, if applicable) shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and Resdida as a result of this agreement or use of the Service. The failure of Resdida to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Resdida in writing. This Agreement, together with any applicable Order Form, comprises the entire agreement between you and Resdida and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.
Each Party to this Agreement (the "Receiving Party") understands that the other Party (the "Disclosing Party") has disclosed or may disclose information relating to the Disclosing Party's business. For the purposes of this Agreement, "Confidential Information" means any information relating to or disclosed during the course of the Agreement, which is or should reasonably be understood to be confidential or proprietary to the Disclosing Party, including, without limitation, the terms of and performance under this Agreement and any and all negotiations related thereto, information about each Party's users, clients and/or customers, research, development and know-how, technical processes and formulas, technical specifications, security algorithms, encryption techniques or testing methodologies, application program interfaces, source codes, product designs, sales, costs, trade secrets, unpublished financial information, product and business plans and opportunities, projections, and product testing and marketing data. In addition, all Resdida data shall be considered Confidential Information. Confidential Information shall not include information that the Receiving Party establishes by written documentation (i) is, at the time of its disclosure, or thereafter becomes part of the public domain without breach of this Agreement, (ii) was known to the Receiving Party prior to its receipt from the Disclosing Party, (iii) is rightfully received from a party other than the Disclosing Party ("Third Party") that did not acquire or disclose such information by a wrongful or tortuous act or in breach of any confidentiality obligation to the Disclosing Party, or (iv) is currently being developed, was developed, or will be developed independently by the Receiving Party, or by a Third Party on behalf of the Receiving Party, without use of or reference to any Confidential Information of the Disclosing Party. For the avoidance of doubt, the Parties acknowledge and agree that the Receiving Party may have developed, is currently developing, or will be developing, independently or with the assistance of a Third Party, products, services, concepts, systems or techniques that are similar to or compete with the products, services, concepts, systems or techniques contemplated by or embodied in the Disclosing Party's Confidential Information, provided that the Receiving Party (a) can document such development, (b) does not violate any of its obligations under this Agreement, and (c) does not reverse engineer the Disclosing Party's Confidential Information. The Receiving Party acknowledges the confidential and proprietary nature of the Disclosing Party's Confidential Information and agrees that it will not disclose the Disclosing Party's Confidential Information to anyone or use, or permit others to use, any Confidential Information for any purpose other than the purposes specifically set forth in this Agreement, without the Disclosing Party's prior written consent so long as they remain Confidential Information or trade secrets, as applicable. The Receiving Party will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Confidential Information, including, at a minimum, those measures it takes to protect its own confidential information of a similar nature. All Confidential Information will remain the exclusive property of the Disclosing Party, and the Receiving Party will have no rights, by license or otherwise, to use the Confidential Information except as expressly provided herein. Notwithstanding the foregoing, if the Receiving Party becomes legally obligated to disclose Confidential Information by any governmental entity with jurisdiction over it, including any court of competent jurisdiction, the Receiving Party will give the Disclosing Party prompt written notice thereof to allow the Disclosing Party to seek a protective order or other appropriate remedy. Such notice shall include, without limitation, identification of the information to be so disclosed and a copy of the order. The Receiving Party will disclose only such information as it reasonably deems is legally required and will use reasonable efforts to obtain confidential treatment for any Confidential Information that is so disclosed. In addition, the Receiving Party may disclose Confidential Information on a "need-to-know" basis under an obligation of confidentiality to its legal counsel, accountants, banks and other financing sources and their advisors. The Receiving Party will restrict the possession, knowledge, development and use of Confidential Information to its employees, consultants, lawyers, and entities controlled by or controlling it (collectively, the "Personnel") who have a need to know Confidential Information in connection with the purposes set forth in this Agreement. The Receiving Party's Personnel will have access only to the Confidential Information needed for such purposes, and the Receiving Party will ensure that its Personnel comply with this Agreement. The Receiving Party will be liable for any breach of this Agreement by its Personnel and will promptly notify the Disclosing Party of any such breach. Upon the termination or expiration of this Agreement or at the request of the Disclosing Party, the Receiving Party will promptly return all tangible material embodying Confidential Information and will destroy (or, in the case of electronic embodiments, permanently erase) all other tangible material containing or reflecting Confidential Information (in any form and including, without limitation, all summaries, copies and excerpts of Confidential Information) in its possession or under its control, whether prepared by the Disclosing Party, the Receiving Party, or their respective advisors or otherwise, and will not retain any copies, extracts or other reproductions in whole or in part of such materials. All documents, memoranda, notes and other writings whatsoever prepared by the Receiving Party and its affiliates based on the Confidential Information shall be destroyed, and such destruction shall be certified in writing to the Disclosing Party by an authorized officer supervising such destruction. The Receiving Party acknowledges that disclosure or use of Confidential Information in violation of this Agreement could cause irreparable harm to the Disclosing Party for which monetary damages may be difficult to ascertain or an inadequate remedy. The Receiving Party therefore agrees that the Disclosing Party will have the right, in addition to its other rights and remedies, to seek injunctive relief for any violation of this Agreement without posting bond, or by posting bond at the lowest amount required by law. Each Party acknowledges that monetary damages may not be a sufficient remedy for unauthorized disclosure or use of Confidential Information and that each Party may seek, without waiving any other rights or remedies, such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction.
As used in this Agreement and in any Order Forms now or hereafter associated herewith: "Agreement" means these online terms of use, any Order Forms, whether written or submitted online via the Online Order Center, and any materials available on the ResdidaMobilize.com website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by Resdida from time-to-time in its sole discretion; "Authorized Distributors" means the wireless carriers, wireless message aggregators, telephone companies and other third-party distributors that Resdida has contracted with or uses in connection with providing the Service; "Content" means the audio and visual information, documents, software, products and services contained or made available by Resdida to you in the course of using the Service; "Customer Data" means any data, information, materials or multimedia content provided or submitted by you to the Service in the course of using the Service; "Effective Date" means the earlier of either the date this Agreement is accepted by selecting the "I Accept" option presented on the screen where this Agreement is displayed or the date you begin using the Service; "End-User Data" means any information that is collected by the Service from individual consumers interacting with a campaign such as mobile telephone number, wireless carrier, email address, etc; "Initial Term" means the contract term, beginning on the contract start date and ending on the contract end date, specified on the applicable Order Form; "Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world; "License Administrator(s)" means those Users designated by you who are authorized to add, delete or modify the Service Order using the Online Order Center or by executing written Order Forms and to create User accounts and otherwise administer your use of the Service; "License Term(s)" means the period(s) during which you are licensed to use the Service pursuant to the Order Form(s); "Order Form(s)" means the form evidencing the initial subscription for the Service and any subsequent order forms submitted online or in written form, specifying, among other things, the type of service contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties, each such Order Form to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail); "Online Order Center" means ResdidaMobilize.com's online application that allows you to, among other things, add additional services; "Resdida" means Resdida, LLC., a Delaware corporation, having its principal place of business at 100 Shoreline Cir, #407, San Ramon, CA 94582; "Resdida Technology" means all of Resdida's proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by Resdida in providing the Service; "Service(s)" means the specific edition of ResdidaMobilize.com's online mobile marketing and CRM platform and other services identified during the ordering process, developed, operated, and maintained by Resdida, accessible via http://www.ResdidaMobilize.com or another designated web site or IP address, or ancillary online or offline products and services provided to you by Resdida, to which you are being granted access under this Agreement, including the Resdida Technology and the Content; "User(s)" means your employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by you (or by Resdida at your request).
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