ReRemind's Terms of Service
This Agreement is made this day between Wasatch Technology Group, Inc. dba reremind.com ("ReRemind") and ("Licensee" or "You") with regard to ReRemind's proprietary web-based software application offered via the Internet to enable professional facilities to remind their clients of the dates and times of appointments and/or service. Licensee is a professional facility or business that wishes to make use of the Service for the aforesaid purpose, subject to the terms and conditions of this Agreement.
1. ACCEPTANCE OF TERMS AND CONDITIONS
By entering into this Agreement and/or using or registering for the Service, Licensee agrees to be bound by the terms and conditions set forth herein and use the Service solely for the aforesaid purpose. All other uses are strictly prohibited.
ReRemind reserves the right to modify these terms and conditions. Modification(s) shall be effective immediately upon being posted at www.reremind.com ("Website"). Continued use of the Service shall be deemed to constitute acceptance of all modifications. Licensee is responsible for reviewing the Website.
3. NATURE OF RELATIONSHIP
Nothing herein shall be construed to place the parties in the relationship of partners, co-venturers, joint venturers, or principal and agent. The parties are independent entities, standing solely in the relationship of licensor and licensee.
4. REGISTRATION INFORMATION
Licensee shall provide ReRemind with accurate information when registering for or using the Service, including the number of reminders served by ReRemind. Licensee shall update such information as requested by ReRemind. ReRemind, in its sole discretion, has the right to suspend or terminate use of the Service if ReRemind has reason to believe Licensee has failed to provide accurate information.
Licensee shall pay for the Service via a monthly charge either by invoice or to a valid credit card provided by Licensee. Licensee consents to and authorizes the monthly charge, as well as charges for special services or products which Licensee may request. ReRemind will accept bank checks as valid form of payment. In the event that monthly charge is paid by bank check, ReRemind reserves the right to discontinue service until the funds clear. The monthly charge for the Service varies, depending on the number of reminders served by ReRemind. Should the number of reminders served by ReRemind change, ReRemind will adjust the monthly charge to accommodate the change. The Website provides a scale of charges. By prepaying for twelve (12) months use of the Service, a discount of ten percent (10%) is available. Rates are subject to change at the discretion of ReRemind. There are other charges which may apply, depending on the type of service selected by Licensee. These are described on the Website. There are no refunds of payments.
6. DATA ENTRY CHARGES
Licensee is responsible for any telephone toll charges or other connection charges related to entering data. Licensee is solely responsible for entering data as to appointments for reminders and/or confirmations.
7. ACCOUNT SECURITY
When you are registered, you select an account identifier, e.g., your email address, company, and a password. You are responsible for protecting the confidentiality of your password. You are responsible for all activities that occur under your password or account identifier. You agree immediately to notify ReRemind of any loss, compromise or unauthorized use of your password or any other breach of security.
8. RESTRICTION AND MODIFICATION OF SERVICE
ReRemind reserves the right, exercisable in its sole discretion, to establish procedures and limits concerning the use of the Service, including without limitation the maximum duration for retention of messages, the maximum number of messages to be retained, the maximum number of messages that may be sent from or received by an account on the Service, length of message sent, maximum number of times the message may be sent, and the maximum duration for which you may access the Service in a given period of time. ReRemind has no responsibility or liability for the deletion of messages or failure to store messages and other communications maintained or transmitted by the Service.
Licensee will not use the Service for any purpose that is unlawful or prohibited by this Agreement. You may not use the Service in any manner that could damage, impair, disable or overburden the Service, interfere in any way with ReRemind's rights, interfere in any way with any other Licensee's use and enjoyment of the Service, or otherwise infringe on any person's rights. Without limiting the foregoing, Licensee shall not:
Use the Service 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.
Use the Service to contact people with whom you do not have a client relationship;
Use the Service for any purpose other than to confirm appointments and/or remind clients of appointments;
Transmit any material that may infringe the contractual, fiduciary, intellectual property rights, or other rights of third parties;
Mislead any person as to the identity of the sender, the origin of a message, or the nature of the message;
Resell or re-license the use of the Service;
Allow any third party to make use of your account;
Use the Service to provide reminders of appointments or confirm appointments for the clients of another company or third party;
Make unauthorized use of the Service;
ReRemind retains the right, exercisable in its sole discretion, to determine whether Licensee's conduct is consistent with the letter and spirit of the Agreement. ReRemind summarily may terminate access to the Service if your conduct is found to be inconsistent with this Agreement.
10. NO SPAM AND CONSENT TO DAMAGES
Spam is the transmission of unsolicited messages to people with whom you do not have a prior relationship. ReRemind immediately will terminate any account that it believes, in its sole discretion, is transmitting or is otherwise connected with any spam or other unsolicited messaging. Activities such as sending spam or other unsolicited messages can cause harm to ReRemind (and our customer base) in numerous ways including, but not limited to, damaging the ReRemind brand name, damaging the ReRemind reputation for delivering relevant messages, damaging the ReRemind reputation for privacy, damaging the ReRemind ability to attract and retain customers, and damaging other consumer, customer and business goals, activities, or relationships.
11. NO RESPONSIBILITY FOR CONTENT
ReRemind does not guarantee the accuracy, quality or appropriateness of any communications, information, or other materials ("Content") provided by Licensee. You acknowledge that the Service acts only as a passive conduit for the distribution and transmission of Content which you are solely responsible to create. You acknowledge that ReRemind has no obligation to screen, preview, or monitor such Content. It is solely the responsibility of Licensee to evaluate the accuracy, completeness, or appropriateness of any Content that you send, receive, access, post, or otherwise transmit through the Service. ReRemind is not for liable errors or omissions in Content, nor 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 Service. Without limiting the foregoing, Licensee shall be solely responsible for the accuracy of messages sent to clients in regard to reminders and/or confirmation of the date and time of appointments and otherwise. Licensee is solely responsible to ensure that messages sent via the Service do not violate the client's right to privacy under federal and state laws.
ReRemind may provide statistics, unique identifiers, demographic, and other anonymous, general information about its licensees to customers, Service Providers, and other third parties. You agree that ReRemind may make such uses of information you provide or ReRemind collects; provided, however, that ReRemind shall not disclose client names, contact information and other identifiable information, except as may be required by law. As ReRemind continues to develop its business, ReRemind might sell or buy other companies or assets. In such transactions, customer information and accounts generally are some of the transferred business assets. If ReRemind should be sold or merged or the Service should be sold or merged, you consent to the transfer of your account and relevant data as one of the transferred assets.
13. SERVICE PROVIDERS
ReRemind may provide Licensee with opportunities to receive services or products from third party providers of products or services ("Service Providers") that may be accessible through and operate with the Service, e.g., as click-thru links. ReRemind does not endorse and shall not be responsible or liable for any products or services provided by Service Providers. If you use or rely on such products or services from a Service Provider, ReRemind shall not be liable, indirectly or directly, for any damage or loss caused (or alleged to be caused) by or in connection with such use or reliance. Your dealings with Service Providers, and any other terms, conditions, representations or warranties associated with such dealings, are solely between you and such Service Providers and do not involve ReRemind.
14. LIABILITY DISCLAIMER
You agree that:
A. If you use the Service, you do so at your own and sole risk. The Service is provided on an "as is" and "as available" basis. ReRemind expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose and non-infringement.
B. ReRemind does not warrant that (i) the Service will meet your requirements, (ii) the Service will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the Service will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by you through the Service will meet your expectations, or (v) any errors in any data or software will be corrected. You are especially advised not to use or rely on the Service and information or any other program, information or service whatsoever related thereto for "content sensitive" or "mission critical" applications and use. "Content sensitive" shall mean any information or data you do not wish to be accessible to other users.
C. If you access or transmit any content through the use of the Service, you do so at your own discretion and your sole risk. You are solely responsible for any loss or damage to you in connection with such actions. D. No data, information or advice obtained by you in oral or written form from ReRemind or through or from the Service shall create any warranty not expressly stated herein.
15. LIMITATION OF LIABILITY
You expressly agree that ReRemind shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages (even if ReRemind has been advised of the possibility of such damages), resulting from: (i) the use or inability to use the Service; (ii) the cost of any substitute goods and services purchased to replace any goods or services purchased or obtained as a result of any information obtained from or transactions entered into through or from the Service; (iii) disclosure of, unauthorized access to or alteration of your information or messages; (iv) statements or conduct of any Service Providers or other third party with regard to the Service; or (v) any other matter relating to the Service.
You agree to indemnify, defend and hold harmless ReRemind, its officers, directors, owners, employees, agents, Service Providers, vendors or customers from and against all losses, liabilities, expenses, damages and costs (including the reasonable attorneys' fees of ReRemind) resulting from any violation of the Agreement by you or any harm you may cause to anyone via use of the Service. ReRemind reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.
17. PROPRIETARY RIGHTS
ReRemind exclusively owns all rights (patents, copyrights, know-how, common law rights, marks, trademarks, etc.) in the Service structure, design, software, formal organization, and in all other respects. You acknowledge and agree that the Service, and any necessary software used in connection with the Service, contains proprietary and confidential information that are protected by applicable intellectual property and other laws. ReRemind grants to you a non-exclusive, limited license to use the Service only for the purpose set forth herein and subject to this Agreement. You may not reproduce the structure, design, etc. of the Service for reuse in other products or services, create derivative works of the Service, reproduce, distribute, transmit, display, modify, reformat, publish, license, transfer, sell, or store the content provided through the Service, or provide others with access to the Service. You also may not authorize or assist any third party to do any of the things described in this paragraph. By using the Service, you represent and warrant that you will use the Service only for lawful purposes and in accordance with this Agreement and not to violate any law, regulation, or ordinance, or any right of ReRemind or any third party. You shall not modify, copy, distribute, transmit, displace, perform, reproduce, publish, license, transfer, or sell any information, products or services that you access or obtain from any portion of the Service. ReRemind owns its trade name, logos, product and service names, trademarks, service marks or other intellectual property (the "Marks"). You agree not to display or use the Marks in any manner without the prior written permission of ReRemind.
You agree that ReRemind may communicate any notices in regard to your account or your conduct through email, regular mail, through the Service, or via courier.
19. ENTIRE AGREEMENT
The Agreement governs your use of the Service and constitutes the entire and complete understanding and agreement between you and ReRemind. It supercedes any prior agreements between you and ReRemind. Additional terms and conditions may apply when you use the services of Service Providers and others. These additional terms will not reduce, diminish, or eliminate any rights ReRemind possesses with respect to this Agreement.
20. GOVERNING LAW AND ARBITRATION
The Agreement and the relationship between you and ReRemind shall be governed by the law of Utah 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 Service or the 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 ReRemind 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 Spanish Fork, Utah. You agree the 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.
21.1. Assignment. Neither this Agreement nor any rights hereunder, in whole or in part, shall be assignable or otherwise transferable by Licensee, and any purported assignment or transfer shall be null and void.
21.2. Severability. If any term or provision of this Agreement shall be found to be illegal or unenforceable, then, notwithstanding, it will be enforced to the maximum extent permissible, and the legality and enforceability of the other provisions of this Agreement will not be affected. IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT EACH AND EVERY PROVISION OF THIS AGREEMENT WHICH PROVIDES FOR A LIMITATION OF LIABILITY OR LIMITED WARRANTY IS INTENDED BY THE PARTIES TO BE SEVERABLE AND INDEPENDENT OF ANY OTHER PROVISION AND TO BE ENFORCED AS SUCH.
21.3 Breach. No consent by either party to, or waiver of, a breach of this Agreement by the other party, whether express or implied, shall constitute a consent to, waiver of, or excuse for any other different, continuing, or subsequent breach.