Terms and Conditions

This Service Agreement (the “Agreement”) constitutes the entire agreement and understanding between Good Egg Media LLC d/b/a AGENT511, an Illinois limited liability company, (“AGENT511”) and the Client (“Client”) with respect to the sales and use of AGENT511’s Text Messaging Services (the “Services”). Client’s execution and delivery of this Agreement shall constitute Client’s acceptance of all terms contained herein.

1. Service Description: AGENT511 offers a hosted, managed text messaging service. The consumer accesses information on his/her mobile phone by text messaging a unique keyword or by subscribing to an opt-in text messaging alert assigned to a Client’s campaign.

2. Service Abuses: The Client must use a unique keyword for its intended purpose. Any keyword receiving or sending a volume of text inquiries appearing to be SPAM may be blocked. Mobile phone numbers are not to be shared by the Client with any 3rd party. The Client must cease communications with any mobile user who has not opted-in for subsequent communications. AGENT511 will immediately notify the Client of any complaints and reserves the right to immediately terminate this Agreement.

3. Term of Services: Unless subject to a separate agreement between both parties, the Service is contracted month-to-month. Clients must cancel the Service 5 days in advance of the month end to avoid incurring the next month’s fees. Either party may unilaterally terminate this Agreement at any time with or without cause, unless otherwise contracted.

4. Technical support. Any technical support issue submitted via support@agent511.com will be responded to within 72 hours of the receipt of the communications.

5. CARRIER REQUIREMENTS FOR SMS MESSAGING SERVICES. Customer understands that one or more Carriers may obligate AGENT511 to require certain commitments and representations from entities seeking to use such Carriers’ services and/or equipment, that AGENT511 may be required to deliver and obtain agreement to terms of use of the Carriers’ services and/or one or more Carriers’ services or equipment from Subscribers, that certain Carriers may place limitations on the type, length, maximum rate of message flow, or other characteristics of messages that such Carriers will agree to handle at a given time, and that until such agreement(s) have been entered into, AGENT511 may not be permitted to perform under this Agreement with respect to such Carriers. .

a. Message Blocking. Customer acknowledges that Carriers reserve the right to investigate any Subscriber complaints alleging a violation by AGENT511 or its content providers of a Carrier agreement or a violation of requirements imposed by Carriers on AGENT511 and/or its content providers (including Customer). Customer acknowledges that if a Carrier reasonably believes that AGENT511 has violated such requirements and that such violation may affect the applicable Carrier Interface or a Carrier network that Carrier may refuse to transmit Messages and may suspend or remove AGENT511’s access to the Carrier Interface. If Carriers notify AGENT511 of any alleged violation, and AGENT511 does not promptly remedy such violation (for example, by denying access to a Subscriber sending inappropriate messages to other Subscribers), the applicable Carrier may also terminate its agreement concerning access of the AGENT511 Service to such Carriers network. Customer further acknowledges that if a Carrier receives a complaint from a customer or a governmental or law enforcement agency (“Outside Complaint”) claiming that any Messages are unlawful, obscene, racially or ethnically offensive or depict sexually explicit materials or infringe on the intellectual property rights of others, the Carrier may notify AGENT511 in writing of such Outside Complaint and, in addition, may suspend such Carrier’s interface connection with AGENT511 until such time as the complaint is remedied or otherwise resolved. AGENT511 has agreed to remedy any such complaints as promptly as is commercially reasonable. Customer acknowledges that such remedies may include without limitation removing the recipient of mobile-terminated messages from various participant lists or blocking certain access to the AGENT511 Service. Customer acknowledges that the obligations described in this Section 4 may prevent AGENT511 from performing under this Agreement with respect to such Carriers.

b. Damage to Carrier Property. Neither AGENT511 nor Customer will knowingly use or assist others to use Carrier communications services (or any equipment or network connections used with such services) in any way that damages Carrier property or interferes with or disrupts a Carrier network, Carrier Interface, or customers.

c. Privacy. Customer acknowledges that Carriers cannot guarantee the privacy of Messages, and that AGENT511 has agreed that Carriers will not be liable to AGENT511 or its content providers, customers or users for any lack of privacy or security experienced when using the AGENT511 Service. Customer also acknowledges that to the extent permitted by law, Carriers have the right to intercept and disclose any transmissions over their facilities in order to protect their rights or property, including without limitation, to protect the efficient operation of their networks or to comply with governmental authorities.

d. Carrier Charges. Customer acknowledges that for any Message originated by a Carrier subscriber and transmitted to AGENT511 or another Carrier subscriber, the Carrier subscriber will be charged at the text messaging rate reflected in their rate plan.

e. NO LIABILITY FOR ACTIONS BY CARRIERS. CUSTOMER UNDERSTANDS AND AGREES THAT, WITH RESPECT TO CARRIER COMMUNICATIONS SERVICES: (A) ONE HUNDRED PERCENT OF THE MESSAGES MAY NOT BE DELIVERED; AND (B) NEITHER AGENT511 NOR ANY CARRIER WILL BE LIABLE TO CUSTOMER FOR ANY MESSAGES DELETED OR NOT DELIVERED, REGARDLESS OF THE REASON FOR DELETION OR NON-DELIVERY INCLUDING, WITHOUT LIMITATION, MESSAGE PROCESSING OR TRANSMISSION ERRORS. NEITHER AGENT511 NOR ANY CARRIER MAKES ANY REPRESENTATIONS OR WARRANTIES REGARDING THE QUALITY, RELIABILITY, TIMELINESS OR SECURITY OF THE CARRIER COMMUNICATIONS SERVICES OR THAT THEY WILL BE ERROR-FREE, UNINTERRUPTED, FREE FROM UNAUTHORIZED ACCESS OR THAT ALL MESSAGES WILL BE DELIVERED.

6. Disclaimer of Warranties. It is the sole and exclusive responsibility of Customer to determine the suitability of any and all AGENT511 products and services for Customer's intended purposes and uses. Customer acknowledges and agrees that the Services are provided on an “as is” basis, without warranties of any kind express or implied. AGENT511 GIVES AND MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY WITH RESPECT TO THE SERVICES OR THE RESULTS OBTAINED FROM SUCH SERVICES, OTHER THAN THAT EXPRESSLY SET FORTH HEREIN. NO REPRESENTATIVE OF AGENT511 IS AUTHORIZED TO GIVE OR MAKE ANY OTHER REPRESENTATION OR WARRANTY OR MODIFY THIS WARRANTY IN ANY WAY EXCEPT IN A WRITTEN AMENDMENT OF THESE TERMS SIGNED BY A DULY AUTHORIZED REPRESENTATIVE OF AGENT511 WHICH MAKES SPECIFIC REFERENCE TO THESE TERMS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, AGENT511 EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT, AS WELL AS ALL WARRANTIES ARISING BY USAGE OR COURSE OF PERFORMANCE. With regard to all Services provided by AGENT511, Customer and AGENT511 agree that AGENT511 disclaims and is not responsible or liable for any direct, indirect, or consequential loss or liability (including specifically personal injury) resulting from any acts (or failures to act) of AGENT511 and/or its employees, including, but not limited to: (1) loss of data; (2) loss of software or hardware; (3) loss of business or business opportunity; (4) loss or liability resulting from access delays or access interruptions; (5) loss or liability resulting from computer viruses; (6) loss or liability resulting from data non-delivery or data miss-delivery; (7) any other loss or liability resulting from the negligent acts and/or omissions of AGENT511 or AGENT511's vendors, customers or partners; (8) loss and liability resulting from any errors, omissions, or misstatements in any and all information, goods, or services obtained on or through the Services or the Service; (9) loss or liability resulting from partial or total loss of Services; (10) loss or liability of any kind or nature whatsoever in anyway related to telephone company or line charges; (11) personal injury, personal or business losses or interruptions, emotional injury, and/or consequential damages; and, (12) loss or liability resulting from acts of God. AGENT511 makes no representation or warranty that (i) the Services will meet the Customers needs, (ii) the Services will be uninterrupted, timely, secure or error free, or (iii) the results that may be obtained from the use of the Services shall reliable.

7. Representations of Customer; Indemnification by Customer. Customer acknowledges and agrees that (i) it shall strictly adhere to the guidelines of the Mobile Marketing Best Practices in connection with the use of AGENT511 Services. The MMA Best Practices Guidelines can be found at http://www.mmaglobal.com/bestpractices.pdf, (ii) it shall use AGENT511 Services for lawful purposes only. Customer shall not knowingly post or transmit through AGENT511 Services any material which violates or infringes in any way upon the rights of others, which is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law, and (iii) it shall not use the AGENT511 Services to transmit any material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right and the burden of determining that any material is not protected by copyright rests with Customer. Customer shall be solely liable for any damage resulting from any infringement of copyrights, proprietary rights, or any other harm resulting from such a use of AGENT511 Services. By transmitting material through the AGENT511 Services, Customer automatically grants, or warrants that the owner of such material has expressly granted the Customer the right and license to use, reproduce, modify, adapt, publish, translate and distribute such material (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or hereafter developed for the full term of any copyright that may exist in such material. Customer agrees to defend, release, indemnify, and hold AGENT511, its customers, partners, officers, directors, employees, affiliated companies and licensors, harmless from all third party liabilities, claims and expenses, including without limitation, reasonable attorneys fees, arising from breach of the terms of this Agreement. Customer agrees that AGENT511 has the right, but not the obligation, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the Customer pursuant to this Section.

8. Ownership; Intellectual Property Rights. AGENT511 shall retain title, ownership rights and all intellectual property rights in and to the Services and any and all software, documentation, intellectual property or other proprietary information or materials provided by AGENT511 and used in connection with the Services hereunder. Customer acknowledges and agrees that AGENT511 shall have the right in its sole discretion to refuse to accept or to remove any content provided to AGENT511 in connection with the Services that violates the terms of this Agreement or Code of Conduct or is otherwise objectionable in the sole and absolute discretion of AGENT511. Customer shall retain title to the Service-specific content provided to AGENT511 by Customer in connection with the Service and the Services.

9. Confidential Information. Confidential Information means any nonpublic proprietary information, technical data, trade secrets or know-how of the disclosing party, including, but not limited to, research, product plans, products, services, suppliers, customer lists, prices and costs, markets, or other business or technical information of the disclosing party that is designated to be confidential or proprietary. Confidential Information will not include any information that is already in the possession of the receiving party without obligation of confidence, is independently developed by the receiving party without use of or reference to the other party’s Confidential Information, becomes available to the general public without breach of the terms of this Agreement, or is rightfully received by the receiving party from a third party without obligation of confidence. Each party agrees that for a period of three (3) years following the date of such party’s receipt of Confidential Information from the other party, the receiving party will hold all Confidential Information in strict confidence and not disclose it to others or use it in any way except in performing the receiving party’s obligations under the terms of this Agreement, and take all action reasonably necessary to protect the confidentiality of the Confidential Information. The receiving party agrees to promptly return or destroy all Confidential Information provided by the disclosing party at the disclosing party’s request. Customer agrees to adopt and adhere to AGENT511’s Privacy Policy regarding the collection and dissemination of Customer’s user information and personal profiles.

10. Limitation of Liability. NEITHER PARTY WILL BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING LOSS OF REVENUES, LOSS OF PROFITS OR DATA, GOODWILL, LOSS OF USE DAMAGES, AND COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER FORESEEABLE OR NOT, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE.

11. Critical Components. AGENT511's equipment and services are not authorized for use as critical components in life support devices or systems without the express written approval of the Director of AGENT511. Life support devices or systems are those which are intended to support or sustain life and whose failure to perform can be reasonably expected to result in a significant injury to the user. Critical components are those whose failure to perform can be reasonably expected to cause failure of a life support device or system or affect its safety or effectiveness. AGENT511's equipment and services do not support emergency functions and will not function in the absence of electrical power or proper network connection and function.

12. Miscellaneous. Any notices must be given in writing to the other party at the address supplied on this Agreement, and shall be deemed given immediately upon personal delivery, 1 day after overnight express courier; or 1 day after transmission by fax or email, with facsimile or emailed notices to be confirmed by next-day courier. The terms of this Agreement constitutes the full and complete understanding of the parties with respect to its subject matter and supersede all prior understanding and agreements. Any waiver, modification or amendment of any provision of these terms shall be effective only if in writing and signed by the parties. The parties’ relationship is that of independent contractors and not that of employer-employee, partner, agent or otherwise. The obligations of Sections 6, 7, 8, 9, 10, and 12 will survive any termination of the terms of this Agreement. All terms and provisions in the terms of this Agreement shall be binding upon and inure to the benefit of the parties and their permitted assigns. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be construed with applicable law as nearly as possible to reflect the original intentions of the parties and the remaining portions shall remain in full force and effect. These terms of this Agreement shall be construed and enforced in accordance with the laws of the State of Illinois, excluding its conflict of laws rules. In any such action, suit or proceeding, the successful or prevailing party shall be entitled to recover its reasonable attorneys' fees and other costs incurred in connection with that action, suit or proceeding, in addition to any other relief to which such party may be entitled.

This policy was updated March 28, 2010.

* Works with all major cellular carriers.