Terms of Use
ACCESSU2SOLUTIONS, Inc., A Colorado Corporation 2596 W. Alamo Avenue Littleton, CO 80401
How Consumers can use the AccessU2 Global Property Info:
- Dial the toll-free number on the property sign.
- Enter the Property code from the property sign.
- Choose English, French or Spanish to receive text property info.
- Scrolling Photo Gallery© will automatically load to all cell phones that can accept photos. It eliminates often slow and clumsy photo uploads.
BACKGROUND:
ACCESSU2SOLUTIONS is a provider of cell phone messaging services. Member wishes
to obtain, and ACCESSU2SOLUTIONS is willing to provide, such services on the
basis of and subject to the Terms and Conditions of this License Agreement
and of any Addenda entered into under it.
NOW IT IS HEREBY AGREED AS FOLLOWS:
1 Definitions and Interpretation
1.1 In these Terms and Conditions, the following terms shall bear the
meanings attributed to them below:
1.1.1 Addendum means an Addendum which invokes, and is properly executed
by the parties under, these Terms and Conditions;
1.1.2 Allocated Number means any specific telephone or text number or code
(such as a short code) to be entered by End-users, allocated to the Member
for the Services.
1.1.3 Commencement Date means from the date that the License Agreement is
signed.
1.1.4 Member Rights means all Intellectual Property Rights subsisting in
and in relation to Member Content;
1.1.5 Member Content means any information provided by or on behalf of the
Member for transmission by ACCESSU2SOLUTIONS as part of the Services;
1.1.6 Member Data means any personal data (a) comprised in or relating to
any message, (b) which is provided by the Member or any of its direct or
indirect Members, or (c) in respect of cell phone originated, from any
End-user;
1.1.7 End-user means any user of the relevant cell phone network;
1.1.8 Intellectual Property Rights means all copyright (including but not
limited to rights in computer software), patents, trade marks, trade
secrets, registered and unregistered design rights, database rights and
topography rights, all rights to bring an action for passing off, all rights
to apply for protection in respect of any of the above rights and all other
forms of protection of a similar nature or having equivalent or similar
effect to any of these which may subsist anywhere in the world;
1.1.9 ACCESSU2SOLUTIONS Data means data, excluding (for the avoidance of doubt)
Member Data, which is provided or generated in the course of ACCESSU2SOLUTIONS's
provision of the Services;
1.1.10 ACCESSU2SOLUTIONS Rights means all Intellectual Property Rights
subsisting in and in relation to any aspect of the Services, the Platform or
any device, software or data used in connection therewith, including without
limitation the ACCESSU2SOLUTIONS Data, but excluding (for the avoidance of doubt)
Member Data;
1.1.11 MO (or Mobilephone Originated) means a message received by
ACCESSU2SOLUTIONS from a Network Operator (such as, without limitation, a cell
phone-originated SMS);
1.1.12 MT (or Mobilephone Terminated) means a message sent by
ACCESSU2SOLUTIONS from the Platform to a Network Operator's cell phone network;
1.1.13 Network Operator means a cell phone network operator which is
directly or indirectly engaged in the performance of any of the Services;
1.1.14 Platform means the cell phone application services platform, and
associated systems and network connections, owned and operated by
ACCESSU2SOLUTIONS or by suppliers or partners of ACCESSU2SOLUTIONS, which is used to
provide the Services;
1.1.15 Protocol Specification means the protocols to be used by the Memberin order to access the Services, as notified by ACCESSU2SOLUTIONS to the Member
from time to time;
1.1.16 Short Message Service (SMS) means MO SMS and MT SMS, as defined in
the Terms and Conditions, and either of them;
1.1.17 Regulator means any relevant regulator or other authority,
voluntary or otherwise, (b) the relevant Data Protection Authorities in the
country where the Member markets or provides its Services, (c) any Regulator
identified in an Addendum, and (d) any other legally empowered body or
person having relevant powers or remit;
1.1.18 Rights means the Member Rights and the ACCESSU2SOLUTIONS Rights,
respectively;
1.1.19 Service and Services mean managed cell phone infrastructure
services and/or other services
of ACCESSU2SOLUTIONS.
1.1.20 Subcontractor means any vendor or other third party with which
ACCESSU2SOLUTIONS contracts for the
provision of any or all of the Services, but (for the avoidance of doubt)
does not include End-users in their capacity as an End-user;
1.1.21 Tax means any tax relating to the sale or supply of the Services.
1.1.22 Term means the duration as specified in Clause 12, save as earlier
terminated in accordance with the provisions of these Terms and Conditions;
and
1.1.23 Terms and Conditions means the provisions of this License
Agreement, together with each of its Schedules and each Addendum entered
into under it.
1.2 References in these Terms and Conditions to ACCESSU2SOLUTIONS and Member
shall include their respective employees, agents, sub-contractors,
consultants and permitted assigns.
1.3 Headings are included in these Terms and Conditions for ease of
reference only and shall not affect the interpretation or construction of
these Terms and Conditions.
1.4 Unless the context otherwise requires, the singular includes a reference
to the plural and vice versa.
1.5 Words and phrases defined in any part of these Terms and Conditions,
being these operative provisions, its Schedules and the relevant Addendum,
shall bear that meaning throughout the other parts of these Terms and
Conditions, save to the extent otherwise expressly provided therein.
1.6 References to Clauses and Paragraphs are, unless otherwise provided,
references to the clauses and paragraphs of, these Terms and Conditions and
paragraphs of the Schedules.
1.7 Unless the context otherwise requires, any reference in these Terms and
Conditions to any specific statute shall include a reference to any
modification or re-enactment thereof.
2 The Services
2.1 In consideration of the Member satisfying its obligations under these
Terms and Conditions, ACCESSU2SOLUTIONS shall provide the Services in accordance
with these Terms and Conditions from the Commencement Date until:
(a) the end of the term for those Services specified in the License
Agreement;
(b) these Terms and Conditions as they relate to those Services are
terminated in accordance with, these Terms and Conditions;
(c) the Term expires; or
(d) these Terms and Conditions are terminated in their entirety, whichever
is the earlier to occur.
2.2 The Member acknowledges and agrees that:
(a) the Services, and the terms and conditions which govern any of them,
shall be subject to changes resulting from changes made by the relevant
Network Operator to the corresponding services provided by the Network
Operator to ACCESSU2SOLUTIONS or the terms and conditions which govern such
corresponding services; and
(b) in the event that any such change is made which has any effect upon the
rights and obligations of the parties under these Terms and Conditions,
then:
(i) such change shall be deemed automatically to bind the Member; and
(ii) ACCESSU2SOLUTIONS will use its reasonable endeavours to notify the relevant
changes to the Member as soon as is reasonably practicable, provided that
the Member shall be entitled by no less than thirty days' notice in writing
to ACCESSU2SOLUTIONS to terminate any part of this License Agreement, directly
affected by the relevant change in the event that such change has a
materially adverse commercial effect upon the Member's business.
(c) WITH RESPECT TO THE SERVICE:
(i) ONE HUNDRED PERCENT OF THE MESSAGES MAY
NOT BE DELIVERED;
(ii) NEITHER ACCESSU2SOLUTIONS NOR ITS TELECOM PROVIDERS NOR
ANY OTHER CELL PHONE NETWORK CARRIER WILL BE LIABLE TO Member FOR ANY
MESSAGES DELETED OR NOT DELIVERED, REGARDLESS OF THE REASON FOR DELETION OR
NONDELIVERY INCLUDING, WITHOUT LIMITATION, MESSAGE PROCESSING OR
TRANSMISSION ERRORS.
(iii) NEITHER ACCESSU2SOLUTIONS NOR ITS TELECOM PROVIDERS
NOR ANY OTHER CELL PHONE NETWORK CARRIER MAKES ANY RERESENTATIONS OR
WARRANTIES REGARDING THE QUALITY, RELIABILITY, TIMELINESS OR SECURITY OF THE
SERVICE OR THAT THE SERVICE WILL BE ERROR-FREE, UNINTERRUPTED, FREE FROM
UNAUTHORIZED ACCESS OR THAT ALL MESSAGES WILL BE DELIVERED.
(d) ACCESSU2SOLUTIONS's website Privacy Policy governs transactions involving the
Applications and the Member will ensure that it complies with such Privacy
Policy.
2.3 ACCESSU2SOLUTIONS acknowledges that the Member shall be entitled to
on-provide the Services to its Associates, on condition that the Member:
(a) continues to comply with all of its relevant obligations under these
Terms and Conditions; and
(b) for the avoidance of doubt (and without limiting any other provision of
these Terms and Conditions), shall be responsible for the compliance with
these Terms and Conditions of each Associate, and of all messages associated
with each Associate, and the content thereof, to no less an extent that if
they were the Member.
3 Member Commitments
3.1 The Member warrants and undertakes to ACCESSU2SOLUTIONS as follows:
(a) at all times to conform to the protocol specification for the relevant
Service Platform notified to the Member by ACCESSU2SOLUTIONS from time to time;
(b) to ensure that the Services are used for proper and lawful purposes onlyand in accordance with such reasonable instructions as ACCESSU2SOLUTIONS may from
time to time notify to the Member; and
(c) at its own expense, to comply with all requirements and conditions at
any time imposed by law, which are applicable to or affect the Services or
the conduct of the Member's business.
3.2 Without limiting Clause 3.1 above, the Member undertakes not to use the
Services or permit the Services to be used:
(a) for sending any communication which is defamatory, offensive or abusive
or of an obscene or menacing nature;
(b) for the persistent sending of messages without a reasonable cause or for
the purpose of causing annoyance, inconvenience or distress to any person;
(c) in any way that contravenes applicable law or regulation in any country
where the Services are marketed or provided;
(d) in any way that may have a detrimental effect to the goodwill and good
standing of any of the relevant Network Operators; or
(e) for the sending of unsolicited messages or material, including without
limitation junk mail or unsolicited bulk e-mail or bulk SMS, or other
advertising material to persons or entities that have not specifically
agreed (opted-in) to receive Messages from the Member.
3.3 The Member acknowledges that the Network Operators have a base of
End-users across all age groups. Member shall be responsible for the
Services delivered to End-users and shall take all appropriate measures to
procure that the content of each of the Services is not inappropriate for
the End-user.
3.4 The Member also acknowledges that:
(a) A property code may be similar to another number or code; and
(b) for the avoidance of doubt, ACCESSU2SOLUTIONS shall have no responsibility in
the event that any End-users mistakenly send messages to a property codeinstead of another number or code.
(c) that the time it takes to transfer SMS messages to the End-user, and
whether the intended recipient receives the Application at all is dependentupon the conditions prevailing at the time of submission. In such instances,
delays may be encountered and ACCESSU2SOLUTIONS will not be responsible for such
service degradation and will not notify the Member of any delay in delivery
of Messages.
(d) SMS Messages are limited to 160 characters and characters in excess of
such length will be deleted.
4 Compliance and Regulators
4.1 The Member agrees:
(a) to comply, and to ensure that all of the Member Content and all use of
the Services complies, in all respects, with all regulations, directions,
codes of practice and other rules and guidelines, mandatory or otherwise,
promulgated from time to time by Regulators to ensure that all advertising
of the Services complies with applicable advertising standards, regulations
and codes. The Member agrees not to include any advertising or promotional
content within SMS Messages or WAP photo images or through the Services;
(b) that where ACCESSU2SOLUTIONS is advised in writing by a Regulator that the
Member is or has been in breach of any Code, ACCESSU2SOLUTIONS shall be entitled
to act on any request or recommendation by the Regulator for access to be
barred to such Services as the Regulator may specify for such periods as the
Regulator specify;
(c) to provide all reasonable assistance to ACCESSU2SOLUTIONS in connection with
ACCESSU2SOLUTIONS's compliance with any requirements or conditions which are at
any time imposed by law or any Regulator which are applicable to or affect
the Services.
(d) to provide the Regulator with such information or material relating to
the Services or a future service as the Regulator may reasonably request in
order to carry out any investigation in connection with (i) the Services or
(ii) Member's relationship with the End-user.
4.2 In the event that any Network Operator or Regulator makes a charge,
fine, penalty or debit against ACCESSU2SOLUTIONS, or any deduction from sums
otherwise payable to ACCESSU2SOLUTIONS for one or more actual or alleged events
the liability for which (if proven) would have arisen out of a breach of
Clause
3.1 or 3.2 above or constituted a breach of any of the Codes, then
ACCESSU2SOLUTIONS shall be entitled to recover from the Member the amountthereof, plus any costs or expenses incurred by ACCESSU2SOLUTIONS in connection
with the incurring of such liability or the relevant charge, fine, debit or
deduction.
5 Price, Payment and Currency
5.1 The charges for the Services shall be as set out in the relevant
Addendum, as adjusted from time to time pursuant to this Clause. In the
event that an Addendum does not refer to any specific pricing, the Services
shall be performed at ACCESSU2SOLUTIONSs then current standard charges, which
ACCESSU2SOLUTIONS will notify to the Member upon request.
5.2 ACCESSU2SOLUTIONS shall be entitled to change the pricing which applies to
Services by:
(a) 30 days' notice in writing to the Member, or
(b) such other period of notice as may be specified in the relevant
Addendum,
(a Price Change Notice). In the event that a Price Change Notice is
served, the Member shall have the rights of termination specified in Clause
11.3(a) below. However, for the avoidance of doubt, any messages sent on or
after the date when such a Price Change Notice takes effect shall be charged
at the pricing specified in that Price Change Notice.
5.3 The Member is to pre-pay charges to ACCESSU2SOLUTIONS for Services:
(a) ACCESSU2SOLUTIONS will set-off such pre-paid amounts against the charges
payable by the Member for the Services in question, and any other amounts
payable by the Member under these Terms and Conditions, and report monthly
to the Member, showing a reconciliation of the pre-paid charges against such
fees and amounts;
(b) pre-paid charges will not be returnable, notwithstanding that Services
have not been taken by the Member, over any period to which the pre-paid
charges are stated to apply, save in the event that ACCESSU2SOLUTIONS has failed
totally to provide the Services in question by reason of ACCESSU2SOLUTIONS's
breach of these Terms and Conditions;
(c) in the event that ACCESSU2SOLUTIONS's charges attributable to the Services
which are the subject of such pre-paid charges are equivalent to or exceed
the amount for which pre-payment has been received from the Member, thenACCESSU2SOLUTIONS shall be entitled to suspend provision of the relevant Servicesuntil further payment has been received from the Member.
5.4 All amounts payable under these Terms and Conditions are exclusive of
any Tax that may be payable. The Member will pay all such Tax at the rate
and in the manner required by law.
5.5 All charges for the Services shall be calculated by reference to data
recorded by ACCESSU2SOLUTIONS.
5.6 Upon thirty (30) days' written notice, the Member may, by appointment
during normal business hours, inspect the records held by ACCESSU2SOLUTIONS
reasonably related to the calculation of charges, for the purpose of
verifying charges under these Terms and Conditions. If a discrepancy is
found then such discrepancy shall be corrected within 30 days of the
inspection. Unless a discrepancy to the Member's disadvantage of at least
$500 is found in an inspection, then the Member shall not be entitled to
conduct another inspection under this Clause 5.6 until at least six months
has elapsed from the end of the inspection in question.
5.7 Should ACCESSU2SOLUTIONS receive more than 10 complaints from End-users in
any 7 day period, ACCESSU2SOLUTIONS shall have the right to charge the Member the
sum of $5 in respect of each individual telephone or other contact made by
an End-user with ACCESSU2SOLUTIONS, save where the proximate cause of the
End-user making such contact is a breach of these Terms and Conditions, or a
failure of the Services to perform, for which ACCESSU2SOLUTIONS is responsible.
6 Confidentiality
6.1 For the purpose of these Terms and Conditions, Confidential
Information shall mean all Intellectual Property Rights, drawings,
software, data, specifications, processes, testing procedures, Member
information, financial information, product and services information and all
other technical, business and other information and material relating or
belonging to a party or its Members which is obtained by either party in
relation to the other, either directly or indirectly.
6.2 Confidential Information shall not include:
(a) information which was in the public domain at the time of disclosure;
(b) information which, though originally Confidential Information,
subsequently falls into the public domain other than as a result of any
breach of this Clause or any other duty of confidence;(c) information received by a party from a third party, or already known by
such party, without any breach of this Clause or any obligation of
confidentiality;
(d) information that is trivial or obvious; and (e) information that is
required to be disclosed by a government body or court of competent
jurisdiction or by operation of law or in order to comply with the rules of
a recognised stock exchange, but only to the extent so required.
6.3 Each party hereby agrees, other than as permitted by these Terms and
Conditions, to keep the Confidential Information of the other in complete
confidence and not to disclose the same to any third parties (except as set
out above), nor use it for any purposes other than for the performance of
its duties under these Terms and Conditions (the Specific Purposes).
Either party may disclose the Confidential Information of the other to its
employees but only to the extent reasonably necessary for the Specific
Purposes and subject to the recipient being subject to obligations of
confidentiality relating to that Confidential Information no less stringent
than the requirements of this Clause. Each party hereby agrees to use
reasonable endeavours to ensure that all such employees do not disclose
Confidential Information of the other party to third parties or use the same
otherwise than as reasonably required for the Specific Purposes. The
provisions of this Clause shall continue in full force and effect
notwithstanding the termination of these Terms and Conditions for any reason
whatsoever.
7 Warranties / Liability
7.1 ACCESSU2SOLUTIONS warrants that the Services will be performed with
reasonable care and skill with the objective of meeting the requirements of
these Terms and Conditions.
7.2 ACCESSU2SOLUTIONS shall be liable as expressly provided in these Terms and
Conditions, but shall have no other obligation, duty or liability whatsoever
in contract, tort (including negligence, breach of statutory duty and any
other tort) or otherwise.
7.3 Nothing in these Terms and Conditions shall exclude or restrict
ACCESSU2SOLUTIONSs or the Member's liability for death or personal injury
resulting from its negligence.
7.4 Neither party shall be liable to the other or any other person or
entity, whether in contract, tort (including negligence, breach of statutoryduty or other tort) or otherwise:
(a) for any loss of revenue, business, anticipated savings or profits, or
(b) for any indirect, special or consequential loss damage, costs or other
claims,
howsoever caused or arising, whether through non-supply or late supply of
Services or other non-performance of these Terms and Conditions or
otherwise.
7.5 Except as expressly stated elsewhere in these Terms and Conditions, all
representations, warranties, conditions and other terms, whether express or
implied (by common law, statute, collaterally or otherwise) are hereby
excluded, save in the case of fraud.
7.6 ACCESSU2SOLUTIONS shall have no liability to the Member or any other person
for or in respect of any Member Content, Member Data or instructions
supplied by the Member which are incomplete, incorrect, inaccurate,
illegible, out of sequence or in the wrong form, or arising from their late
arrival or non-arrival, or any other act or omission of the Member
7.7 ACCESSU2SOLUTIONS will use reasonable endeavours to meet any dates agreed
between the parties in writing for the commencement of the Services.
7.8 The provisions of this Clause 7 shall survive the termination or expiry
of these Terms and Conditions.
8 Intellectual Property Rights
8.1 Ownership of all ACCESSU2SOLUTIONS Rights shall vest in and remain with
ACCESSU2SOLUTIONS. As between the parties, ownership of all Member Rights shall
vest in and remain with the Member.
8.2 ACCESSU2SOLUTIONS shall license to the Member such use of ACCESSU2SOLUTIONS Rights
as is necessary to use the Services (including any related documentation or
software which ACCESSU2SOLUTIONS makes available to the Member) in accordance
with these Terms and Conditions.
8.3 The Member shall license to ACCESSU2SOLUTIONS the Member Rights in order that
ACCESSU2SOLUTIONS is enabled to provide the Services in accordance with these
Terms and Conditions.
8.4 Any licence granted under this Clause 8 shall be non-transferable,non-sub licensable, non-exclusive and royalty-free and shall be limited to
the Term in respect of the Services to which the licence relates and shallbe granted only for the purpose of fulfilling the respective party's rights
and obligations under these Terms and Conditions.
8.5 Each party warrants to the other that it is the owner of its respective
Rights or is entitled to license its respective Rights as provided under
Clauses 8.2 or 8.3, as applicable.
8.6 Neither party shall reverse engineer, decompile or disassemble any
software comprised in the other party's Rights save to the extent expressly
permitted by applicable law.
9 Assignability and Third Party Rights
9.1 Each party (non-assignor) acknowledges that the other party (
assignor) shall be entitled, by notice in writing to the non-assignor, to
assign any or all of its rights and obligations under these Terms and
Conditions to another entity:
(a) within its group of companies as part of a bona fide reconstruction of
that group; or
(b) which acquires all or substantially all of the assignor's assets
entailed in the performance of the Services, for which assignments,
non-assignor hereby provides its irrevocable consent. Any other assignment
of assignor's rights and obligations under these Terms and Conditions shall
be conducted only with the consent of the non-assignor, such consent not to
be unreasonably withheld or delayed. For the avoidance of doubt, any
assignment of obligations under this Clause shall be without prejudice to
the continuation of the assignor's obligations subsisting prior to the
effective date of such assignment.
9.2 The parties to these Terms and Conditions do not intend that any terms
of these Terms and Conditions should be enforceable by any person or entity
who or which is not a party to these Terms and Conditions.
10 Indemnity
10.1 Each party (indemnifier) shall respectively, as provided in (a) and
(b) below, indemnify the other party (indemnified) against all costs,
claims, expenses and liabilities arising out of any action, demand,
allegation or proceeding by any person or entity (including, withoutlimitation, any Regulator) based on an allegation that:
(a) Where ACCESSU2SOLUTIONS is the indemnifier, the use or possession by
ACCESSU2SOLUTIONS of the Platform inconnection with these Terms and Conditions infringes the Intellectual
Property Rights of any third party; or
(b) Where the Member is the indemnifier, a contention that, if proved, would
show that there had been a breach of Clause 8 above.
10.2 Indemnification under Clause 11.1 is conditional upon the indemnified:
(a) notifying the indemnifier promptly upon being notified or becoming aware
of any matter which may be indemnifiable by the indemnifier under that
Clause;
(b) does not make any admission, denial or statement in relation to such
matter;
(c) gives to the indemnifier the entire control of the defence and
settlement of such matter;
(d) provides to the indemnifier (at the indemnifier's expense) all
reasonable assistance requested by indemnifier in connection with such
defence and settlement, including (without limitation) by executing
documents.
11 Suspension and Termination
11.1 ACCESSU2SOLUTIONS may in its sole discretion suspend provision of the
Services at any time in the event that:
(a) ACCESSU2SOLUTIONS is obliged or advised to comply with an order, instruction
or request of the
government, Regulator, court or other competent authority;
(b) ACCESSU2SOLUTIONS has cause to believe in its reasonable opinion that the
Member is in breach of any of its obligations under these Terms and
Conditions;
(c) the services of one or more of the Network Operators upon which the
provision of Services hereunder is dependent suspends its provision of those
services to ACCESSU2SOLUTIONS under the terms of its or their relevantagreement(s) with ACCESSU2SOLUTIONS
11.2 Where ACCESSU2SOLUTIONS determines in its discretion it is practicable to do
so, then ACCESSU2SOLUTIONS shall affect any such suspension only in respect of
those Services, which are affected by the matters, referred to in the above
sub-Clauses. ACCESSU2SOLUTIONS will use reasonable endeavours to notify Member inadvance of any suspension of the Services affected under these Terms and
Conditions.
11.3 These Terms and Conditions may be terminated prior to expiration of the
Term by notice in writing as follows:
(a) by either party in the event the other has failed to perform any
material obligation required to be performed under these Terms and
Conditions and such failure is not corrected within thirty (30) days from
receipt of written notice advising of such failure from the other party,
which notice shall make reference to this Clause.
(b) In the event that a Price Change Notice is served under Clause 5.2,
provided that the Member gives written notice of termination to ACCESSU2SOLUTIONS
no later than the later of (i) the date when the price change which is the
subject of the Price Change Notice is scheduled to take effect, as specified
in the relevant Price Change Notice, and (ii) fourteen days from the date of
the Price Change Notice;
(c) by ACCESSU2SOLUTIONS by immediate notice in the event that one or more of the
Network Operators upon which the provision of Services hereunder is
dependent terminates its provision of those services to ACCESSU2SOLUTIONS under
the terms of its or their relevant agreement(s) with ACCESSU2SOLUTIONS; or
(d) by ACCESSU2SOLUTIONS, in respect of Services which are the subject of it
(but, for the avoidance of doubt, not any other Service Addendum or
Services), in the event that any modification to ACCESSU2SOLUTIONS's existing
Network Operator contracts or any change in any law, regulation or code of
conduct makes the provision of such Services illegal or contrary to such
law, regulation or code of conduct, prohibitively difficult, or
prohibitively expensive for ACCESSU2SOLUTIONS;
(e) by ACCESSU2SOLUTIONS by immediate notice in the event that the Member is in
material breach of its obligations under Clause 3.1 or 3.2;
(f) by either party in the event that the other party (being a company)
presents a petition or has apetition presented by a creditor for its windingup, convenes a meeting to pass a resolution for voluntary winding up or
enters into liquidation (other than for the purposes of a bona fide
reconstruction or amalgamation), enters into a voluntary arrangement with
its creditors, has a receiver, administrative receiver or administrator of
all or any of its undertakings or assets appointed, or is deemed by the
relevant statutory provisions under the applicable law to be unable to pay
its debts or (if an individual) presents or has presented against him a
bankruptcy petition or shall suffer anything analogous to these matters tooccur to him or it.
11.4 Upon termination or expiration of these Terms and Conditions the Member
shall deliver to ACCESSU2SOLUTIONS all material containing any of the
Confidential Information of ACCESSU2SOLUTIONS within fourteen (14) days of such
termination or expiration or (at the option of ACCESSU2SOLUTIONS a statement
confirming that such copies have been destroyed) and ACCESSU2SOLUTIONS shall
return to the Member all material provided in documentary form by the Member
to ACCESSU2SOLUTIONS containing information in the nature of Confidential
Information of the Member which it holds; provided that
(a) ACCESSU2SOLUTIONS shall not be obliged to return such material to the Member
where in doing so ACCESSU2SOLUTIONS would be likely to compromise the
confidentiality of any other person's confidential information); and
(b) ACCESSU2SOLUTIONS shall be entitled to retain and use all Confidential
Information of the Member provided by the Member to ACCESSU2SOLUTIONS as part of
the Member Data or Member Content notwithstanding termination of these Terms
and Conditions for so long and to the extent required for the performance by
ACCESSU2SOLUTIONS of obligations owed to Network Operators or Regulators or in
order to satisfy legal or regulatory requirements.
12 Term
12.1 These Terms and Conditions shall continue in force until the expiry of
the License Agreement.
12.2 Unless earlier terminated in accordance with these Terms and
Conditions, shall continue until:
(a) the expiry of such period, or, in the absence thereof
(b) the service by either party of at least ninety (90) days' written notice
to the other party, suchnotice to expire no earlier than the first
anniversary.
13 Announcement
The Parties shall agree any public announcement regarding these Terms and
Conditions and/or the subject matter of these Terms and Conditions in
writing in advance.
14 Data Protection
14.1 The Member warrants and undertakes that it shall comply with allapplicable laws and regulations in relation to the provision of its
Services, and in particular but without limitation the Member shall comply
with the relevant data protection and privacy laws.
14.2 ACCESSU2SOLUTIONS warrants and undertakes that:
(a) subject to these Terms and Conditions and any legal or regulatory
requirements, it will act as a data processor and
(b) without prejudice to any duties it may owe to other Members, or rights
it may otherwise have acquired, it will not use Member Data (or Member
Content) other than for the purposes expressed in, and in accordance with,
these Terms and Conditions.
15 General
15.1 Subject to Clause 2.2, any amendment to these Terms and Conditions must
be in writing signed by or on behalf of both parties.
15.2 No waiver of any provision of these Terms and Conditions by either
party shall be effective unless made in writing. Any waiver made by such
party of any term or condition of these Terms and Conditions shall not be
deemed or construed to be a waiver of such term or condition for the future,
or any subsequent breach thereof.
15.3 If any portion of these Terms and Conditions is determined to be or
becomes unenforceable or illegal, such portion shall be deemed eliminated
and the remainder of these Terms and Conditions shall remain in effect in
accordance with its terms as modified by such deletion.
16 Governing Law and Jurisdiction
In the contract that parties agree contract terms and conditions construed in accordance with the laws of the State of Colorado, and it is agreed that any such disputes arising from the terms and conditions shall have their exclusive jurisdiction and venue within the district courts in the State of Colorado.
CELL PHONE AGGREGATOR TERMS AND CONDITIONS
1. In addition to any entry, submission or other fee of which you are notified, your carrier's standard messaging rates apply to your entry or submission message, our confirmation and all subsequent SMS correspondence. Maximum of three messages per request. All images charges are billed by and payable to your mobile service provider where applicable.
2. Accesu2 Global Property Info(AU@GPI) is not be liable for delays in the receipt of any SMS messages as delivery is subject to effective transmission from your network operator. SMS message services are provided on an AS IS basis.
3. Data obtained from you in connection with this SMS service will include your cell phone number. We may use this information to contact you and to provide the services you request from us.
4. Member of AU2GPI.com, can unsubscribe at any time by Texting 'STOP' to 28982. By subscribing, you consent to receiving, from time to time, further text messages, which may include offers from Au2GPI, our affiliates and partners.
5. The service is currently available on these carriers.
Carriers that do not support WAP link to view images:
Alltel, Midwest Wireless, Nextel/Boost , Verizon, Virgin
Carriers that support WAP link to view images:
Cricket (Leaps Wireless)*, Dobson, Sprint, T-Mobile, AT&T, Cincinnati Bell
*Cricket users are charged $0.25 for the WAP link
6. If you have any questions, follow the Customer Service link at the bottom of this page.
Contact Information
Questions or comments regarding the Web Site should be sent by e-mail to or by U.S. mail to AccessU2Solutions, Inc., 2596 W. Alamo Avenue,
Littleton, CO 80401. For further information or to arrange a demonstration