THE SERVICE YOU ARE ABOUT TO REGISTER FOR (“SERVICE”) IS PROVIDED BY TRUTH ON CALL, INC. (“COMPANY”). YOUR USE OF THE SERVICE IS SUBJECT TO THE TERMS AND CONDITIONS SET FORTH BELOW (“AGREEMENT”). BY REGISTERING FOR THE SERVICE, OR OTHERWISE ACCESSING ANY PART OF THE SERVICE, YOU AGREE TO BECOME BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, CHECK THE “NO, I DO NOT AGREE” BOX AND YOU WILL NOT HAVE ANY RIGHT TO USE THE SERVICE.
Service. The service is Truth On Call survey queries.
SMS Specific Terms. Message and Data Rates May Apply. To opt-in or subscribe to Company’s SMS Service, You can register through www.TruthOnCall.com. To opt-out from Company’s SMS Service, you can text STOP to 662255 from your mobile phone and Company will unsubscribe You from the SMS Service immediately (and You will not receive any additional messages until You re-register on www.TruthOnCall.com). To get help regarding SMS related matters, email us at firstname.lastname@example.org, or call Company’s number at 212.247.0895. From Your mobile phone, You may request Company’s contact information (for SMS related matters) at any time by texting HELP to 662255.
Message frequency: Message frequency is 3 messages per day. This can be changed in the users account settings.
Scope. Company may, in its discretion, submit questions to You via SMS messages (directed to the mobile phone number You provide to Company during the process of registering for the Service, or as subsequently updated as set forth below) (“SMS Questions”). Each response You provide to an SMS Question must be sent via SMS message as a reply to the SMS Question (“Responses”). You represent and warrant that each Response will be complete, truthful and accurate.
Supported carriers: AT&T™, U.S. Cellular™, CSpire™, Verizon Wireless™, Sprint™, Virgin Mobile™, Cricket™, Boost™, T-Mobile™, and MetroPCS™
Registration. As part of the process of registering for the Service You will be required to select a password and a user ID (“User ID”). Your User ID can be changed by logging into Your Service account and following the specified procedures. You represent and warrant that all information provided to Company during the registration process is complete, truthful and accurate. You will ensure that all registration information is (at all times) up-to-date. Company reserves the right to refuse registration of, or cancel a User ID in its sole discretion. You shall never allow any third party to use Your account (which for clarity, means that You shall never allow any third party to respond to SMS Questions sent to You). You will immediately notify Company of any unauthorized use of Your account, or other account-related security breach of which You are aware (such notification must be sent by You to www.truthoncall.com).
Payment. For each Response (that the Company, in its discretion, determines is complete, truthful and accurate), Company will pay You the Response fee designated on the www.TruthOnCall.com website (“Fee”). All Fees will be paid as the target honorarium total of $100 is earned, or within thirty (60) days after the end of the year in which the applicable Responses are provided to Company hereunder. However, any unpaid yearly Fees that would be less than $100.00 will not become due and payable until the end of the year in which the cumulative unpaid yearly Fees would first equal or exceed $100.00. Payments will made in the manner designated as part of the process of registering for the Service, or as subsequently updated as set forth above. Fees may be paid to the charity organization(s) designated by You (if any). Company is not responsible for late or failed payments due to out-of-date or inaccurate payment information in the National Provider Identifier (NPI) registry.
Restrictions. You shall not, nor permit anyone else to, directly or indirectly: (i) copy, modify, or distribute the Service; (ii) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence and organization of all or any part of the Service (except that this restriction shall not apply to the limited extent restrictions on reverse engineering are prohibited by applicable local law); or (iii) rent, lease, or use the Service for timesharing or service bureau purposes, or otherwise use the Service for any commercial purpose. As between the parties, Company shall own all title, ownership rights, and intellectual property rights in and to the Service, and any copies or portions thereof. Company may automatically receive and store certain types of information related to Your use of the Service (including, without limitation, configuration data). Any such information is the sole property of Company.
Confidentiality. You acknowledge that all information provided to you by the Company, as well as all Responses, shall be Company’s confidential information (“Confidential Information”). Confidential Information includes, without limitation, the form, nature and substance of all SMS Questions. During and after the term of this Agreement, You shall hold in strict confidence, and shall not use (except as expressly authorized by this Agreement) or disclose, Confidential Information, unless such Confidential Information becomes generally available to the public without breach of this Agreement by You. You shall not, without the prior written consent of Company, disclose or otherwise make available the Service, documentation or other supporting materials, including any information relating to the performance or operation of the Service, or copies thereof to any third party. You acknowledge and agree that due to the unique nature of the Confidential Information, there can be no adequate remedy at law for any breach of Your obligations hereunder, that any such breach may allow You or third parties to unfairly compete with Company resulting in irreparable harm to Company, and therefore, that upon any such breach or threat thereof, Company shall be entitled to injunctions and other appropriate equitable relief in addition to whatever remedies it may have at law.
Limitation of Liability; Warranty Disclaimer. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, SHALL COMPANY BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY: (I) INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF FORESEEABLE, (II) AMOUNTS IN THE AGGREGATE IN EXCESS OF US$500.00 OR (III) MATTER BEYOND ITS REASONABLE CONTROL. THE SERVICE IS PROVIDED “AS IS” AND COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES OR WARRANTIES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
Termination. Company may terminate this Agreement (and your access to the Service) at any time, with or without cause, with or without notice, effective immediately. If you wish to terminate your account, you must do so by closing Your account at www.TruthOnCall.com or providing written notice thereof to Company at www.TruthOnCall.com. The following provisions will survive termination of this Agreement: “Restrictions”, “Confidentiality”, “Limitation on Liability; Warranty Disclaimer”, “Termination”, and “Governing Law; Disputes”.
Governing Law; Disputes. This Agreement shall be governed by and construed in accordance with the laws of the state of California, and the parties submit to the exclusive jurisdiction of the state and Federal courts located in San Francisco, California. Notwithstanding the foregoing sentence, (but without limiting Company’s right to seek injunctive or other equitable relief in any court of competent jurisdiction), any disputes arising with respect to this Agreement shall be referred to an arbitrator affiliated with the Judicial Arbitration and Mediation Services, Inc. (“JAMS”). The arbitrator shall be selected by joint agreement of the parties. In the event the parties cannot agree on an arbitrator within thirty (30) days of the initiating party providing the other party with written notice that it plans to seek arbitration, the parties shall each select an arbitrator affiliated with JAMS, which arbitrators shall jointly select a third such arbitrator to resolve the dispute. The written decision of the arbitrator shall be final and binding on the parties. The arbitration proceeding shall be carried on and heard in San Francisco, California using the English language and pursuant to the rules of (and administered by) JAMS. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.
Miscellaneous. No agency, partnership, joint venture, or employment is created as a result of this Agreement. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by You except with Company’s prior written consent. Company may transfer, assign or delegate this Agreement and its rights and obligations without consent. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement and, except as otherwise provided herein, that all modifications must be in writing.