Please read these Terms of Service (the “Agreement”) carefully. Your use of the Services (as defined below) constitutes your consent to this Agreement.
This Agreement is between you and ParrotMob Inc. (“ParrotMob” or “we” or “us”) concerning your use of the online customer management services (the “CMS”) and by virtue (including any access to) the ParrotMob site currently located at parrotmob.com (together with any materials and services available therein, and successor site(s) thereto, the “Site”), both together referred to as the “Services”. The Services allow: merchants that use ParrotMob’s CMS services (“Merchants”) to contact potential customers with their prior consent using text message in order to offer Products (as defined below); customers to start a transaction easily by text (“one click pay by text”), and ParrotMob to collect the payment from such transactions for the Merchant. In addition, ParrotMob allows you to store Payment Credential (as defined below) with ParrotMob to facilitate future transactions with Merchants. This Agreement hereby incorporates by this reference any additional terms and conditions posted by ParrotMob through the Services or provided via hyperlink during the provision of the Services, or otherwise made available to you by ParrotMob. If you do not agree to this Agreement, you should not access, view, or use the Services.
BY USING THE SERVICES, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT OR, IF YOU ARE NOT, THAT YOU HAVE OBTAINED PARENTAL OR GUARDIAN CONSENT TO ENTER INTO THIS AGREEMENT.
IF YOU ARE AN INDIVIDUAL ACCESSING OR USING THE SERVICES ON BEHALF OF, OR FOR THE BENEFIT OF, ANY CORPORATION, PARTNERSHIP OR OTHER ENTITY WITH WHICH YOU ARE ASSOCIATED (AN “ORGANIZATION”), THEN YOU ARE AGREEING TO THIS AGREEMENT ON BEHALF OF YOURSELF AND SUCH ORGANIZATION, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND SUCH ORGANIZATION TO THIS AGREEMENT. REFERENCES TO “YOU” AND “YOUR” IN THIS AGREEMENT WILL REFER TO BOTH THE INDIVIDUAL USING THE SERVICES AND TO ANY SUCH ORGANIZATION.
IMPORTANT NOTE ON ARBITRATION: THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION PROVISION IN SECTION 21 PLEASE CAREFULLY READ THE ARBITRATION PROVISION IN SECTION 21 YOUR AGREEMENT TO THIS AGREEMENT INDICATES YOUR EXPRESS ACKNOWLEDGMENT AND AGREEMENT TO THIS ARBITRATION PROVISION. IF YOU DO NOT AGREE TO THE ARBITRATION PROVISION YOU SHOULD NOT USE THE SERVICES.
1. Changes. We may change this Agreement from time to time by notifying you of such changes by any reasonable means, including by posting a revised Agreement through the Services or by providing you with a hyperlink to the terms through the Services. Any such changes will not apply to any dispute between you and us arising prior to the date on which we posted the revised Agreement incorporating such changes, or otherwise notified you of such changes.
Your accessing, viewing, or using of the Services following any changes to this Agreement will constitute your acceptance of such changes. The “Last Updated” legend above indicates when this Agreement was last changed. We may, at any time and without liability, modify or discontinue all or part of the Services (including access to the Site via any third-party links); charge, modify or waive any fees required to use the Services; or offer opportunities to some or all Services users.
2. Text Messaging. You acknowledge and agree to receive autodialed or prerecorded marketing mobile messages from ParrotMob. You also acknowledge and agree that ParrotMob may send the text messages using an automatic telephone dialing system and that standard message and data rates apply. You also acknowledge that ParrotMob is not responsible for any charges from your mobile phone carrier or mobile virtual network operator that may result from us providing the Services. ParrotMob assumes no responsibility for charges incurred.
4. Jurisdictional Issues. The Services are controlled or operated (or both) from the United States, and they are not intended to subject ParrotMob to any non-U.S. jurisdiction or law. The Services may not be appropriate or available for use in some non-U.S. jurisdictions. Any use of the Services is at your own risk, and you must comply with all applicable laws, rules, and regulations in doing so. We may limit the Service’s availability at any time, in whole or in part, to any person, geographic area or jurisdiction that we choose.
5. Rules of Conduct. In connection with the Services, you must not:
You are responsible for obtaining, maintaining, and paying for all hardware and all telecommunications and other services needed to use the Services.
6. Products. The Services may make available listings, descriptions, and images of goods or services or related coupons or discounts (collectively, “Products”), as well as references and links to Products. Such Products are available from Merchants, not ParrotMob, and may be made available for any purpose, including general information purposes. The availability through the Services of any listing, description, or image of a Product does not imply our endorsement of such Product. We make no representations as to the completeness, accuracy, reliability, validity, or timeliness of such listings, descriptions, or images (including any features, specifications, and prices contained therein). Such information and the availability of any Product (including the validity of any coupon or discount) are subject to change at any time without notice. Certain weights, measures, and similar descriptions are approximate and are for convenience only. We make reasonable efforts to accurately display the attributes of Products, including the applicable colors; however, the actual colors you see will depend on your computer system or mobile phone, and we cannot guarantee that your computer or mobile phone will accurately display such colors. It is your responsibility to ascertain and obey all applicable local, state, federal, and foreign laws (including minimum age requirements) regarding the purchase, possession, and use of any Product.
7. Transactions. We may make available the ability to purchase or otherwise obtain certain Products through the Services (a “Transaction”). If you wish to make a Transaction, you may be asked to supply certain relevant information, such as your payment card number and its expiration date (a “Payment Credential”), your billing address and your shipping information through the Services. YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT TO USE ANY PAYMENT CREDENTIAL THAT YOU SUBMIT IN CONNECTION WITH A TRANSACTION. You authorize us to store and use the Payment Credential in connection with the Services as described in this Agreement. We will only use the Payment Credential to initiate Transactions that you explicitly authorize us to process via text message. Any such Transaction will be denominated in U.S. dollars and will be composed solely of charges imposed by the merchant for the Product(s) you purchase. You may change or delete any Payment Credentials you provide us through the Site at any time. Prior to your authorization of any Transaction, we shall provide you with: (x) information related to the Transaction, including a description of the Product, total purchase price, and any relevant cancellation and refund policies; and (y) information about the merchant, including the location of the merchant outlet and any address, email address, or phone number you can use to contact the merchant in relation to the Transaction(s). By submitting your Payment Credentials, you grant to us the right to provide such information to third parties for purposes of facilitating Transactions. Verification of information may be required prior to the acknowledgment or completion of any Transaction. By making a Transaction, you represent that the applicable Products will be used only in a lawful manner. ParrotMob reserves the right, including without prior notice, to limit the available quantity of or discontinue making available any Product; to impose conditions on the honoring of any coupon, discount, or similar promotion; to bar any user from making any Transaction; and to refuse to provide any user with any Product. Refunds and exchanges will be subject to ParrotMob’s applicable refund and exchange policies. You agree to pay all charges incurred by you or on your behalf through the Services, at the prices in effect when such charges are incurred, including all shipping and handling charges. In addition, you are responsible for any taxes applicable to your Transactions. While it is our practice to confirm orders by mobile message, the receipt of a mobile message does not constitute our acceptance of an order or our confirmation of an offer to sell a product or service.
Products will be shipped to an address designated by you, if applicable, so long as such address is complete and complies with the shipping restrictions contained on the Services or mentioned via the Services. The Merchant, not ParrotMob, will be responsible for the shipping and the provision of any Products that you purchased via a Transaction. All Transactions are made pursuant to a shipment contract and, as a result, risk of loss and title for Products pass to you upon delivery of the Products to the carrier. You are responsible for filing any claims with carriers for damaged and/or lost shipments.
8. Registration; User Names and Passwords. You may need to register to use all or part of the Services. We may reject, or require that you change, any user name, password, or other information that you provide to us in registering. Your user name and password are for your personal use only and should be kept confidential. You, and not ParrotMob, are responsible for any use or misuse of your user name or password, and you must promptly notify us of any confidentiality breach or unauthorized use of your user name or password or your account.
9. Your Right to Opt Out. You can opt out of receiving the Services at any time by typing in response to a text message from ParrotMob any of the opt-out keywords that are universally recognized, including but not limited to the following: STOP, UNSUBSCRIBE, CANCEL, END, or QUIT. You acknowledge and agree that, following such a request to unsubscribe, you may receive one final text message from ParrotMob confirming your request.
10. Duty to Notify and Indemnify. If at any time you intend to stop using the mobile telephone number that has been used for the Services, including canceling your service plan or selling or transferring the phone number to another party, you agree that you will complete the opt out as described in Section 9. prior to ending your use of the mobile telephone number. You understand and agree that your agreement to opt out in such circumstances is a material part of this Agreement. You further agree that, if you discontinue the use of your mobile telephone number without notifying ParrotMob of such change, you will be responsible for all costs (including attorneys’ fees) and liabilities incurred by ParrotMob or any party that assists in the delivery of the mobile messages, as a result of claims brought by individual(s) who are later assigned that mobile telephone number.
YOU AGREE THAT YOU SHALL INDEMNIFY, DEFEND, AND HOLD US HARMLESS FROM ANY CLAIM OR LIABILITY RESULTING FROM YOUR FAILURE TO NOTIFY PARROTMOB OF A CHANGE IN THE INFORMATION YOU HAVE PROVIDED, INCLUDING ANY CLAIM OR LIABILITY UNDER THE TELEPHONE CONSUMER PROTECTION ACT, 47 U.S.C. § 227, et seq., OR SIMILAR STATE AND FEDERAL LAWS, AND ANY REGULATIONS PROMULGATED THEREUNDER RESULTING FROM PARROTMOB ATTEMPTING TO CONTACT YOU AT THE MOBILE TELEPHONE NUMBER YOU USED IN CONNECTION WITH THE SERVICES.
11. License. If you provide to us any ideas, proposals, suggestions, or other materials (“Feedback”), whether related to the Services or otherwise, you hereby acknowledge and agree that such Feedback is not confidential, and that your provision of such Feedback is gratuitous, unsolicited, and without restriction and does not place ParrotMob under any fiduciary or other obligation. You also hereby grant us a worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable, and fully sublicensable (through multiple tiers) license, without additional consideration to you or any third party, to reproduce, distribute, perform and display (publicly or otherwise), create derivative works of, adapt, modify and otherwise use, analyze, and exploit such Feedback, in any format or media now known or hereafter developed, and for any purpose (including promotional purposes, such as testimonials).
You represent and warrant that you have all rights necessary to grant the licenses granted in this section. You further irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding the Feedback that you may have under any applicable law under any legal theory.
12. Monitoring. We may (but have no obligation to) monitor, evaluate, or analyze your access to or use of the Services. We may disclose information regarding your access to and use of the Services, and the circumstances surrounding such access and use, to anyone for any reason or purpose.
13. ParrotMob’s Proprietary Rights. We and our suppliers own the Services, which are protected by proprietary rights and laws. All trade names, trademarks, service marks, and logos on the Services not owned by us are the property of their respective owners. You may not use our trade names, trademarks, service marks, or logos in connection with any product or service that is not ours, or in any manner that is likely to cause confusion. Nothing contained on the Service should be construed as granting any right to use any trade names, trademarks, service marks, or logos without the express prior written consent of the owner.
14. Third Party Materials; Links. The functionality of the Services may make available access to information, products, services, and other materials made available by third parties, (“Third Party Materials”), or allow for the routing or transmission of such Third Party Materials, including via links. By using such functionality, you are directing us to access, route, and transmit to you the applicable Third Party Materials.
16. DISCLAIMER OF WARRANTIES. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: (A) THE SERVICES, AND ANY PRODUCTS AND THIRD PARTY MATERIALS ARE MADE AVAILABLE TO YOU ON AN “AS IS,” “WHERE IS” AND “WHERE AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY; AND (B) PARROTMOB DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SERVICES AND ANY PRODUCTS AND THIRD PARTY MATERIALS, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE. ALL DISCLAIMERS OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE FOR THE BENEFIT OF BOTH PARROTMOB AND ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, LICENSORS, SUPPLIERS, AND SERVICE PROVIDERS (COLLECTIVELY, THE “AFFILIATED ENTITIES”), AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
While we try to maintain the timeliness, integrity, and security of the Services, we do not guarantee that the Services are or will remain updated, complete, correct or secure, or that access to the Services will be uninterrupted. The Services may include inaccuracies, errors, and materials that violate or conflict with this Agreement. Additionally, third parties may make unauthorized alterations to the Services. If you become aware of any such alteration, contact us at support@ParrotMob.com with a description of such alteration and its location on the Services.
17. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: (A) PARROTMOB WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND OR DAMAGES FOR LOSS OF PROFITS, UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY, INCLUDING DAMAGES FOR USE OR DATA, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY OF SUBMISSIONS (INCLUDING UNAUTHORIZED INTERCEPTION BY THIRD PARTIES OF ANY SUBMISSIONS), EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES; (B) WITHOUT LIMITING THE FOREGOING, PARROTMOB WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SERVICES OR FROM ANY PRODUCTS OR THIRD PARTY MATERIALS, INCLUDING FROM ANY VIRUS THAT MAY BE TRANSMITTED IN CONNECTION THEREWITH; (C) YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SERVICES OR ANY PRODUCTS OR THIRD PARTY MATERIALS IS TO STOP USING THE SERVICES; AND (D) THE MAXIMUM AGGREGATE LIABILITY OF PARROTMOB FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL BE THE GREATER OF THE TOTAL AMOUNT, IF ANY, PAID BY YOU TO PARROTMOB TO USE THE SERVICES, OR $100. ALL LIMITATIONS OF LIABILITY OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE FOR THE BENEFIT OF BOTH PARROTMOB AND THE AFFILIATED ENTITIES, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
18. Message Deliverability. Mobile phone carriers and mobile virtual network operator are not responsible or liable for undelivered or delayed messages. We do not guarantee the successful delivery of text messages by your mobile phone carrier. We and your mobile phone carrier or mobile virtual network operator will not be liable for any losses or damages that come from: a message not delivered, a message delivered late, or a message that goes to the wrong number; or inaccurate or incomplete content in a text message. We are not liable for your use or your reliance on the content of any text message.
19. Indemnity. To the fullest extent permitted under applicable law, you agree to defend, indemnify, and hold harmless ParrotMob and the Affiliated Entities, and their respective successors and assigns, from and against all claims, liabilities, damages, judgments, awards, losses, costs, expenses, and fees (including attorneys’ fees) arising out of or relating to (a) your use of, or activities in connection with, the Services (including all Submissions); and (b) any violation or alleged violation of this Agreement by you.
20. Termination. This Agreement is effective until terminated. ParrotMob may terminate or suspend your use of the Services at any time and without prior notice, for any or no reason, including if ParrotMob believes that you have violated or acted inconsistently with the letter or spirit of this Agreement. Upon any such termination or suspension, your right to use the Services will immediately cease, and ParrotMob may, without liability to you or any third party, immediately deactivate or delete your user name, password, and account, and all associated materials, without any obligation to provide any further access to such materials. Sections 4. (Jurisdictional Issues); 5. (Rules of Conduct); 6. (Products); 7. (Transaction); 8. (Registration); 10. (Duty to Notify and Indemnify); 11. (License); 13. (ParrotMob’s Proprietary Rights); 14. (Third Party Materials; Links); 16. (Disclaimer of Warranties); 17. (Limitation of Liability); 18. (Message Deliverability); 19. (Indemnity); 20. (Termination); 21. (Governing Law; Arbitration); 24. (Export Controls); and 25. (Miscellaneous) shall survive any expiration or termination of this Agreement
21. Governing Law; Arbitration, Class Action Waiver. The terms of this Agreement are governed by the laws of the United States (including federal arbitration law) and the State of California, U.S.A., without regard to its principles of conflicts of law, and regardless of your location. EXCEPT FOR DISPUTES THAT QUALIFY FOR SMALL CLAIMS COURT, ALL DISPUTES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND PARROTMOB, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION OR ANY OTHER LEGAL THEORY, WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY AND YOU AGREE THAT PARROTMOB AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY. YOU AGREE THAT ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION. The arbitration will be administered by the American Arbitration Association under its Consumer Arbitration Rules, as amended by this Agreement. The Consumer Arbitration Rules are available online at https://www.adr.org/Rules. The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or by us that an in-person hearing is appropriate. Any in-person appearances will be held at a location which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, such determination should be made by the AAA or by the arbitrator. The arbitrator’s decision will follow the terms of this Agreement and will be final and binding. The arbitrator will have authority to award temporary, interim, or permanent injunctive relief or relief providing for specific performance of this Agreement, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. Notwithstanding any of the foregoing, nothing in this Agreement will preclude you from bringing issues to the attention of federal, state, or local agencies and, if the law allows, they can seek relief against us for you.
22. Filtering. ParrotMob hereby notifies you that parental control protections that may assist you in limiting access to material that is harmful to minors (such as computer hardware, software, or filtering services) are commercially available. Information identifying current providers of such protections is available at https://en.wikipedia.org/wiki/Comparison_of_content-control_software_and_providers. Please note that ParrotMob does not endorse any of the products or services listed on such site.
23. Information or Complaints. If you have a question or complaint regarding the Services, please send an e-mail to email@example.com. You may also contact us by writing to Osayame Gaius-Obaseki, 548 Market Street, PMB 64843, San Francisco, CA 94104-5401, or by calling us at (404) 738-9440. Please note that e-mail communications will not necessarily be secure; accordingly you should not include credit card information or other sensitive information in your e-mail correspondence with us. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
24. Export Controls. You are responsible for complying with United States export controls and for any violation of such controls, including any United States embargoes or other federal rules and regulations restricting exports. You represent, warrant, and covenant that you are not (a) located in, or a resident or a national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a “terrorist supporting” country; or (b) on any of the U.S. government lists of restricted end users.
25. Miscellaneous. This Agreement does not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between you and ParrotMob. If any provision of this Agreement is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision. You may not assign, transfer or sublicense any or all of your rights or obligations under this Agreement without our express prior written consent. We may assign, transfer or sublicense any or all of our rights or obligations under this Agreement without restriction. No waiver by either party of any breach or default under this Agreement will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular shall have the same meanings when used in the plural, where appropriate and unless otherwise specified. Any use of the term “including” or variations thereof in this Agreement shall be construed as if followed by the phrase “without limitation.” This Agreement, including any terms and conditions incorporated herein, is the entire agreement between you and ParrotMob relating to the subject matter hereof, and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and ParrotMob relating to such subject matter. Notices to you (including notices of changes to this Agreement) may be made via posting to the Site or by e-mail (including in each case via links), or by regular mail. Without limitation, a printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. ParrotMob will not be responsible for any failure to fulfill any obligation due to any cause beyond its control.
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