TERMS | txtinit

TERMS OF USE

1.0 Definitions and Interpretation / Changes to Terms of Use

1.1

In these Terms of Use, unless the context otherwise requires:

"Agreement” means the agreement comprised of the front page Schedule and the Terms of Use;

"business day" means any day (other than a Saturday, Sunday or public holiday) on which registered banks are open for normal banking business in Auckland, New Zealand;

"Adept ", “Adept Group” "we", "our" and us" means Adept Group Limited (a company incorporated in New Zealand under NZBN 9429031515504);

"Licensee", "you" and "your" means the person/entity specified as the Licensee on the front page of this Agreement;

"Privacy Policy" means our privacy policy (as the same may be updated from time to time) as available for viewing on the Website;

"Services” means the products, services, applications, tools and other resources of Adept which are the subject of this Agreement and which operate as "plug-ins" to the CRM Software owned by salesforce.com;

"Terms of Use" means these General Terms, the Service Specific Terms, the Privacy Policy, and any other guidelines, rules or operating policies that we may establish and notify to you in writing from time to time;

"User Content" means any message and/or materials (including text, graphics, news articles, charts, photographs, images, and presentations) that you or your customers create, provide, share, store, send or distribute using the Services; and

"Website" means the internet site identified by the domain name www.txtinit.com.

1.2

In the event of any inconsistency between the terms specified on the front page Schedule of this Agreement, the General Terms and/or the Service Specific Terms:

(a)

The front page Schedule shall prevail over the General Terms and the Service Specific Terms; and

(b)

The Service Specific Terms shall prevail over the General Terms,

to the extent of the inconsistency.

1.3

This Agreement sets out the terms on which you may use the Services and the Website, and are an agreement between you and Adept Group.

1.4

We may, in our sole discretion, modify these Terms of Use upon notice to you at any time through a service announcement (eg posting on the Website) or by sending an email to your primary email address as notified to us. If we make significant changes to these Terms of Use or the Services that affect your rights, we will provide at least 30 days' advance notice of the changes. You may terminate your use of the Services by providing us notice by email within 30 days of the date of the notification of the changes if the changes to the Terms of Use or the Services substantially affect your rights in connection with the use of the Services. In the event of such termination, you will be entitled to a pro rata refund of any unused portion of any prepaid fees for the Services. It is your obligation to ensure you have read, understood and agree to the most recent Terms of Use available on the Website. Your continued use of the Services or the Website after the effective date of any changes to these Terms of Use will constitute your acceptance of the modification(s) to the Terms of Use.

1.5

This Agreement applies to all visitors, registered users, subscribers, and others who access the Services or the Website through the account established in your name.

2.0 Registration

2.1

In order to access and use one or more of the Services you will need to register and create an account. You may only create an account and use the Services if you can form a legally binding contract that is enforceable against you. By registering and creating an account to use the Services, you warrant that you can form a legally binding contract in the applicable jurisdiction. If you are acting on behalf of a business, you represent and warrant that you are an authorised representative of that business duly authorised to subscribe and access the Services and to legally bind the business to this Agreement. You agree that by registering to use the Services you bind the person on whose behalf you act to the performance of any and all obligations that you become subject to by virtue of this Agreement, without limiting your own personal obligations under this Agreement.

2.2

Your registration information and any information about sub-users requested by Adept Group (the "Registration Information") must be true, accurate, current and complete. You warrant that you have provided true, accurate, current and complete Registration Information for you and each of your sub-users. You must maintain and update your Registration Information held by Adept Group (and that of your sub-users) to ensure it is kept true, accurate, current and complete at all times. We may contact you to verify these details. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to believe that such information is untrue, inaccurate, not current or incomplete, then we have the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof). Furthermore, if we determine in our sole and absolute discretion that you have committed fraud or any other illegal activity, we may report you to the appropriate law enforcement authorities.

2.3

You must not open an account for Services under multiple identities or personas (whether false or not).

2.4

You must only use the Services for business purposes. You warrant and represent that you will only use the Services in connection with a commercial business operation and not for any personal or non-commercial use. You agree that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply and use of the Services, the Website or this Agreement.

2.5

You are liable for all activity on your account (whether the same is undertaken by you or not).

3.0 Your Obligations

3.1

Access and Use of the Services: As a subscriber to our Service(s), you will be granted, for the period of your subscription, a limited, non-exclusive, non-transferable, revocable right to (i) access and use the applicable Service(s) and any software underlying the applicable Service(s) in accordance with this Agreement and (ii) use any documentation we make available (via the Website or otherwise) solely in connection with your use of the applicable Service(s). Except to the extent expressly permitted by any applicable laws, you and any third party acting on your behalf are expressly prohibited from directly or indirectly copying, creating derivatives works of, distributing, selling, disclosing, lending, transferring, conveying, modifying, decompiling, disassembling, or reverse engineering any underlying software comprising all or part of any of the Services whatsoever, or otherwise attempting to discover the source code, object code, or underlying structure, ideas, or algorithms of any such software, for any purpose. For the avoidance of doubt, you may not allow any unauthorised third party to access any of the Services. All rights not expressly granted are reserved.

3.2

Download and Use of APIs: As a paid subscriber, you will have the right to use APIs that we make available to subscribers in accordance with the applicable Specific Service Terms. You and any third party acting on your behalf agree to comply with the applicable Service Specific Terms and agree to refrain from copying, creating derivatives works of, distributing, selling, disclosing, lending, transferring, conveying, modifying, decompiling, disassembling, or reverse engineering such APIs.

3.3

User Content: You expressly warrant that you own all right, title, and interest in all User Content in all messages and communications you send using the Services or in the alternative, that you have procured a valid license from the copyright owner of the relevant User Content, which authorises you to transmit the User Content using the Services. We respect your right to ownership of the User Content created or transmitted by you. Unless specifically permitted by you or permitted under this Agreement, your use of the Services does not grant Adept Group the license to use, reproduce, adapt, modify, publish or distribute the User Content created or transmitted by you using the Services. We accept no liability for your User Content. Notwithstanding the foregoing, you grant Adept Group permission to access, copy, distribute, store, transmit, reformat, publicly display and publicly perform the User Content of your account solely as required for the purpose of providing the Services to you. You acknowledge that we have the right to provide the User Content and associated metadata as required by any governmental body or court order, or as required to defend our rights in a legal dispute or as may be legally compelled by a third party.

3.4

Volume Restrictions: We reserve the right to impose volume limitations on the number of messages or message size that can be sent using the Services. We will make commercially reasonable efforts to notify you in advance of imposing any such limitations on your account. If you do not accept any such volume restrictions you can terminate your account and obtain a refund of any fees paid in advance.

3.5

Fees and Payment: This section applies where you have opted to use one or more of the Services under a paid subscription plan. There are no fees payable if you have opted for a free plan. All fees are stated (and are payable in) in NZD, exclusive of goods and services tax and other sales taxes and duties. You must pay us all such applicable taxes and duties in addition to the stated fees. All pricing for the Services is subject to change at any time. You are responsible for reviewing Adept Group’s current prices and paying all fees associated with the plan you have selected. All fees for plans are payable monthly in advance.

(a) Payment for Services shall be made on an invoice basis – invoices will be issued by email to the email address specified by you on the front page of this Agreement (or such other email address as you may notify to us from time to time). Invoices will be payable in full within 7 days of the date of invoice. If you are on an invoice plan your subscription will be for a rolling 12 month term. At the end of each 12 month term the term of your plan will roll over for a further 12 month period unless you terminate the plan by notice in writing to us given not less than one month before expiry of the then current 12 month term. Unless expressly stated otherwise in this Agreement, you cannot terminate an invoice plan part-way through a 12 month plan period

If fees are not paid by the due date, Adept Group will notify you by email. Adept Group reserves its right to terminate your account and/or suspend your access to the Services if any fees are more than 10 days overdue. Adept Group reserves the right to charge default interest at the rate of 2% per month (or part thereof) on any amounts which are not paid by the due date. Default interest will be payable on demand. You must pay all costs and expenses (including legal costs on an indemnity basis, and debt collection costs) incurred by Adept Group in enforcing or attempting to enforce its rights under this clause.

For all accounts, we may charge an account re-activation fee should an account need to be re-activated after an account has become de-activated due to non-payment, an untimely authorisation for payment, a breach of this Agreement, or any other reason.

We reserve the right to charge for support services not include in our standard support. No charges will be incurred without your prior authorisation. The cost of any such services will be communicated to you on a case by case basis.

3.6

Cancellation. You may cancel your subscription for Services at any time on giving us at least thirty (30) days prior written notice, provided that if you paying for the Services on an invoice basis such termination will only take effect at the end of your then current 12 month plan period (see 3.5(a) above). You should email any cancellation to us at txtinit@adeptgroup.co.nz. We also have the right to cancel your subscription immediately upon notice in the event that you violate any term or condition of this Agreement. Unless otherwise specified in this Agreement, no refunds on the unused portion of any fees will be provided following any cancellation or termination of our Services.

3.7

Downtime and Service Suspensions. You acknowledge and agree that your access to and use of the Services may be suspended for the duration of any unanticipated or unscheduled downtime or unavailability of all or any portion of the Services for any reason, including as a result of power outages, system failures, or other interruptions. In addition, you agree that we may, without any liability to you, suspend access to all or any portion of the Services at any time in any of the following cases: (i) for scheduled downtime to permit us to conduct maintenance or make modifications to any Service; (ii) in the event of a denial of service attack, other attack on the Services, or any other event that we determine, in our sole discretion, may create a risk to the applicable Service to you or to any of our other subscribers if the Services were not suspended; or (iii) in the event that we determine that any Service is prohibited by applicable law or we otherwise determine that it is necessary or prudent to do so for legal or regulatory reasons. You agree to solely assume all risk of loss, damage, or liability that you suffer as a result of any service suspension. To the extent that we are able to do so, we will make commercially reasonable efforts to provide you advance notice of any service suspension, but you agree to solely assume all risk of loss, damage, or liability from any failure by us to provide such notice.

3.8

Your Responsibilities. You will be responsible for the following:

(a) Transmission of Messages and other Content - You are solely responsible and liable for all messages and User Content that you send using the Services and all other activity on your account, including any loss, damage, or liability arising from any transmission, including but not limited to billing or payment issues or other mistakes that you transmit.

(b) Maintaining Confidentiality and Security of Access Numbers, Passwords and Account Numbers - You are solely responsible for maintaining the confidentiality and security of your (a) access number(s), password(s) and account number(s) (together, "Account Access Information"), and (b) all electronic communications, including account registration and other account holder information, e-mail, financial, and other data entered through or under your access user name(s), password(s) or account number(s). You must notify us immediately if you become aware of any loss, theft, or unauthorised use of any of your Account Access Information. Any messages and all User Content sent under your Account Access Information will be deemed to have been sent or authorised by you. If the security of your Account Access Information is compromised at any time, you should immediately contact us in order to have the compromised Account Access Information changed.

(c) Reliance on Services - You are solely responsible for any and all acts or omissions taken or made in reliance on our Services. You acknowledge and agree that any transfer of messages or data is subject to the possibility of human, machine and transmission errors, omissions, and losses, including inadvertent loss of data that may give rise to loss or damage.

(d) Standard of Conduct - You agree to conduct yourself in your use of our Services (A) in manner that will not result in liability to

us, (B) in a manner that will not disparage or damage the reputation of us, and (C) in good faith at all times. You further agree to ensure that your recipients conduct themselves in a substantially similar manner.

(e) Compliance with Applicable Laws and Industry Standards or Codes - You shall comply with, and ensure that you only use the Services in accordance with, all applicable laws and regulations and all applicable industry standards, policies and codes (including advertising codes), including, without limitation, those relating to spamming, unsolicited communications, privacy, defamation, harmful digital communications, and consumer protection. Sending of messages or User Content that violates any of the foregoing in your jurisdiction and/or that of the recipient is prohibited.

(f) Text Message Content - You are solely responsible for ensuring that all User Content that you upload using the Services is appropriate, legal and not in violation of any applicable law, regulation or ordinance or in violation of section 4 below.

(g) Terms of Carriers – You must comply with all terms of your communications carrier in the use of the Services. In addition, you must not use the Services or send any messages or User Content which interferes with or disrupts (or attempts to interfere with or disrupt) the Services, or disobeys any requirements, procedures, policies or regulations of your communications carrier. Without limitation, you will be solely liable for paying all applicable fees and charges levied by any such carrier.

(h) No on-sale of Services - You must not reproduce, duplicate, copy, sell, resell or exploit any portion of the Services, use of the Services, or access to the Services without the express written permission of Adept Group.

(i) No Security Violation - You must not violate or attempt to violate the security of the Website or the Services. You will not hack into the Website(s), Adept’s computer systems or the computer systems of other users of the Services. Hacking means unauthorised access, malicious damage and/or interference and includes, without limitation, mail bombing, propagating viruses, worms or other types of malicious programs, deliberate attempts to overload a computer system, broadcast attacks or any other method designed to damage or interfere with the operation of a computer system or website.

Acceptable Use Policy

4.0 Acceptable Use Policy

4.1

Our Website and Services should only be used for lawful purposes. We specifically prohibit any other use of the Website or Services, including but not limited to the following:

(a) Spamming or Unsolicited Advertising - Using the Services to send chain letters, junk messages, spamming or any unsolicited messages (commercial or otherwise);

(b) Harvesting Personal Information - Harvesting or otherwise collecting information about others, including phone numbers, without their consent;

(c) Impersonation or Misrepresentation - Creating a false identity or forged mobile phone number, or misrepresenting or otherwise attempting to mislead others as to the identity of the sender or the origin of the message;

(d) Objectionable Communications - Transmitting through the Services, associating with the Services, or publishing using the Services unlawful, harassing, libellous, abusive, threatening, harmfui, vulgar, obscene or otherwise objectionable material of any kind or nature;

(e) Sending Infringing Texts - Transmitting any User Content that may infringe the intellectual property rights or other rights of third parties, including trademark or copyright;

(f) Transmitting Viruses - Transmitting any material that contains viruses, trojan horses, worms, time bombs, cancelbots, or any other harmful or deleterious programs;

(g) Mining Data from the Services - Attempting to gain unauthorised access to the Services, other accounts, computer systems or networks connected to the Services, through password mining or any other means;

(h) Burden other systems - Using the Services in any manner that could damage, disable, overburden, impair or harm any server, network, computer system or resource of Adept Group or any third party;

(i) Tampering with the Services - Interfering with another user's use and enjoyment of the Services; or

(j) Engaging in Unlawful Activities - Engaging in any other activity that we believe, in our sole and absolute discretion, could subject either you or Adept Group to criminal or civil liability.

4.2

We reserve the right (but do not have the obligation) to immediately suspend or cancel the account of any user who does not appropriately use the website or Services as set out in clause 4.1. If you become aware of any inappropriate use, please notify us at our email address at txtinit@adeptgroup.co.nz We also reserve the right to investigate violations of clause 4.1 and provide requested information to third parties who have notified us that they have been harmed by your failure to comply with clause 4.1. Any failure by us to enforce this policy in each and every instance in which it may be applicable shall not constitute a waiver of our rights.

4.3

You agree that we may disclose your personal information, including name and contact details (as well as Account Access Information), to the relevant authorities, parties and/or the applicable intellectual property right holders (or their representatives) should we consider that you are in breach of this clause 4 or clause 3.8(e) at any time.

5.0 Availability of Services

5.1

Except as expressly required by applicable laws, Adept Group in no way warrants that:

(a) The Services will meet your specific requirements;

(b) The Services will be uninterrupted, timely, secure, or error-free;

(d) The quality of any products, services, information, or other material obtained by you through the Services will meet your

expectations; or

(e) Any errors in the Services will be corrected.

5.2

We cannot guarantee that any file or program available for download and/or execution from or via the Services is free from viruses or other conditions which could damage or interfere with data, hardware or software with which it might be used. You assume all risk of use of all programs and files associated with the Services, and you release us entirely of all responsibility for any consequences of its use.

6.0 Support Services

6.1

If you are using the Services on a free (i.e. not a paid subscription) basis then you will not be entitled to any helpdesk or support services in connection with the Services. If you identify any defect or problem with the Services then you are welcome to notify us online or by email to txtinit@adeptgroup.co.nz. We will endeavour to respond to a notification of a defect or problem with the Services but we make no representation or warranty with respect to response times. In addition, we make no representation or warranty to the effect that any such defect or problem will be rectified.

6.2

If you are using the Services on a paid subscription basis you will be entitled to use Adept’s standard support services. You should submit any support service requests online or by email to txtinit@adeptgroup.co.nz, Unless otherwise agreed to by us, all support services are provided via email. While we will use commercially reasonable endeavours to respond to or resolve any defect or problem with the Services where the Services are being used on a paid subscription basis, we make no representation or warranty with respect to:

(a) The time by which any defect or problem with the Services will be rectified; or

(b) Whether the problem or defect with the Services will be rectified at all.

7.0 Data Transmission / Data Loss / Back-up

7.1

You acknowledge that unless specified otherwise in any Service Specific Terms, we do not receive, transmit or handle any message or User Content sent using the Services. However, as part of the Services we do have the ability to monitor overall usage on each account.

7.2

Where we receive and/or transmit any message or User Content we will implement commercially reasonable security measures to protect your data and data transmissions, including but not limited to data encryption, data security protocols, and passwords; however, we cannot provide any guarantees that unauthorised third parties will never be able to defeat those measures. Your use of the Services is at your sole and absolute risk. You are solely responsible for maintaining back-ups and archiving your historical messaging activity and other content.

7.3

We assume no responsibility for the direct or indirect loss or corruption of any of your data or User Content arising out of or in connection with your use of the Services and you expressly and irrevocably release us from any such responsibility or liability.

8.0 Intellectual Property

8.1

We or our licensors shall retain all right, title, and interest in the marks, logos, software, APIs, other code used in the development or provision of the Services, databases, content, text, designs, photos, and other materials posted to our Website, utilised or made available in conjunction with the Services, or which are displayed on any social media pages or feeds set up on behalf of Adept Group or the Website ("Intellectual Property'). Except as otherwise expressly stated herein, you may only display or view the Intellectual Property posted to the Website and made available through the Services, and you may not reproduce, display, copy, republish, download, upload, post, transmit, publicly perform or display, distribute, create derivative works of, misappropriate, or otherwise use for any purpose the Intellectual Property without the express written consent of us or our licensors as appropriate.

8.2

Your use of the Services confers no title or ownership in the Services or the Intellectual Property and is not a sale of any rights in the Services or the Intellectual Property. All ownership rights remain with Adept Group or our third party suppliers, as applicable.

8.3

Using the Services or the Intellectual Property for any purpose not expressly authorised under this Agreement is expressly prohibited.

9.0 Disclaimers

9.1

You agree and acknowledge that your use of the Website and the Services is at your sole risk. You are solely responsible for any and all acts or omissions taken or made in reliance on the Services. You acknowledge that transferring data is subject to the possibility of human and machine errors, omission, and losses, including inadvertent loss of data or damage to media that may give rise to loss or damage.

9.2

We disclaim any and all liability for errors, losses, or damages incurred in connection with the use of the Services. The Services and the Website are provided on an "as is" and "as available" basis. Except as expressly set out in this Agreement, to the maximum extent permitted by applicable laws, we expressly disclaim all warranties of any kind, whether express or implied, including but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

9.3

We also expressly state the following:

(a) We expressly disclaim any liabilities arising directly or indirectly from any lost, undelivered, or deleted messages or content, or any business decision made by you or any third party as a result of messages or content received or not received through the Services.

(b) We expressly disclaim any warranties that the results that may be obtained from the use of the

Services will be accurate or reliable.

(d) You acknowledge and agree that access to and communications between you and other third parties will be provided over various third party carrier lines, with respect to which the maintenance and service delivery is beyond our control. We expressly disclaim all liability for the integrity, delivery, functionality, privacy, security, confidentiality, or use of any carrier lines, and any delay, failure, interruption, interception, loss, transmission, or corruption of any message attributable to the carrier line. You solely assume all risk of loss and liability for using the carrier lines. We expressly disclaim any and all liability for erroneous transmissions and loss of service resulting from communication failures by third party carriers and telecommunication providers.

(e) We disclaim any and all liability for acts or omissions of any third party which result in the disclosure of messages to third parties; system downtime; loss of messages or data; the hacking and theft of login credentials; a security breach allowing unauthorised access to our platform and Services; or any access to, alteration, theft, corruption, loss, destruction of any messages or data, or any other matter.

10. Limitation of Liability; Consequential Damages

10.1

To the maximum extent permitted by law, under no circumstances shall Adept Group or any of its service providers, business partners, information providers, account providers, licensors, employees, directors, suppliers, distributors or agents (collectively referred to for purposes of this section as Adept's "affiliates") be liable to you or any other person for any loss or damage (including but not limited to direct, indirect, exemplary, special, incidental, cover, reliance or consequential damages, loss of profits or revenue, business interruption, loss of data, or failure to realise anticipated savings or benefits or business opportunities), or for any claim by any other party, resulting from or arising directly or indirectly out of any use of, or reliance on, the Services or the Website (including, without limitation, any inability to access, or the unavailability of, the Services or the Website).

10.2

Adept Group and its affiliates' limitation of liability under clause 10.1 applies whether the claim is in contract, tort (including without limitation, negligence) or equity and even if Adept Group or its affiliates has been notified of the possibility of such loss or damage.

10.3

You agree that Adept’s liability to you at law will be reduced by the extent, if any, to which you contributed to the loss.

10.4

Any claim made by you against Adept Group must be made by notice in writing to Adept within 3 months of the claim or cause of action arising. Adept Group will not be liable for any claim that is not made within such time.

10.5

If, notwithstanding this clause 10 and the other limitations and disclaimers in this Agreement, Adept Group or its affiliates is found liable to you for damages from any cause whatsoever, and regardless of the form of the action (whether in contract, tort (including negligence), product liability or otherwise), to the fullest extent permitted by law the liability of Group and/or its affiliates to you will be limited to the lesser of:

(a) The total fees paid by you to Group for the relevant Services in the 12 months immediately prior to the action giving rise to the liability, and

(b) NZD $1000.00

11.0 Indemnification

11.1

You agree to release, indemnify and keep indemnified Adept Group and its subsidiaries, employees, officers, directors, contractors, agents, licensors and suppliers (together, “the Indemnified"), from and against all actions, claims, costs (including legal costs and expenses), liabilities, losses, damages, proceedings, or demands suffered or incurred by the Indemnified arising out of or in connection with:

(a) Your use or misuse of the Services or any person to whom you have granted access to the Services;

(b) Your User Content;

(c)Your failure to comply with this Agreement (including, without limitation, any breach of your representations and warranties); and/or

(d)Any other activity related to your account or your use of the Services or the Website whatsoever (including, without limitation, negligent, wrongful or fraudulent conduct).

11.2

We agree to promptly notify you of any claim subject to indemnification; provided that, however, any failure to promptly notify you will not affect your obligations hereunder except to the extent that our failure to promptly notify you delays or prejudices your ability to defend the claim. At our option, you will have the right to defend against any such claim with counsel of your own choosing (subject to our written consent) and to settle such claim as you deem appropriate; provided that, however, you shall not enter into any settlement without our written consent, and we may, at any time, elect to take over control of the defence and settlement of the claim.

12.0 Termination or Suspension of Services

12.1

You may cancel your account at any time by contacting us at txtinit@adeptgroup.co.nz. Any such cancellation will only take effect from the time provided under clause 3.5. For paid subscriptions you will remain liable to pay Fees through to the relevant time of cancellation of your account specified in clause 3.5. Correspondence must include your first name, last name, and your username. Any amounts prepaid in advance for the Services will not be refunded unless we agree otherwise in our absolute discretion.

12.2

Adept, in its sole discretion, has the right to suspend or terminate your account and refuse any and all current or future use of the Services, for any reason at any time (including, without limitation, if you breach this Agreement or any applicable laws) with or without cause and with or without notice. Such termination will result in the deactivation or deletion of your account or access to your account and the Services. Adept reserves the right to refuse access to the Services to anyone for any reason at any time. Adept shall have no liability to you or any third party because of any such suspension or termination. Termination of your account will include denial of access to all Services, deletion of information in your account such as your email address and password and deletion of all data in your account. Without limitation, Adept Group accepts no liability for any User Content or other data lost as a result of the suspension or termination of an account or your access to the Services. If Adept Group terminates your account and/or access to the Services because you breached this Agreement or any applicable laws, no refund will be issued even if you have unused, prepaid amounts for Services.

12.3

All sections of this Agreement which by their nature should survive termination or cancellation of the Services will survive such termination or cancellation, including, without limitation, ownership, warranties, disclaimers, limitations of liability and indemnities

12.4

Termination of the Services or this Agreement is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. Without limitation to the foregoing, on termination of the Services or this Agreement:

(a) You will remain liable for all outstanding accrued charges and fees payable in connection with your account and use of the Services to the date of termination, and

(b) You will immediately cease to use the website and the Services.

12.5

We reserve the right to discontinue this Website and the Services (or any part thereof) at any time in our sole discretion.

13.0 Force Majeure

13.1

We disclaim all liability for delays or failures in performance resulting from Acts of God or other events beyond our reasonable control, including but not limited to earthquakes, fires, lightning strikes, terrorism, strikes, blackouts, riots, civil commotion, acts of war, epidemic, government regulations imposed after the commencement of your use of the Services, network outages, power failures, and other events, disasters or causes beyond our control. We further disclaim any liability for acts, time, and materials necessary to repair, diagnose, consult, or rebuild hardware and/or software or other files that may have been damaged due to an Act of God or other events beyond our reasonable control,

14. Joint and Several Liability

14.1

If "you" represent an entity or more than one user, the obligations of all users under this Agreement are joint and several. If liability of one or more users arises out of an obligation in which a joint and several obligation is discharged, whether by release, accord, satisfaction, or otherwise, the other users shall continue to remain jointly and severally liable on that obligation.

15.0 Miscellaneous

15.1

The section headings and subheadings contained in this Agreement are included for convenience only and shall not limit or otherwise affect this Agreement.

15.2

If any provision of this Agreement becomes or is held to be invalid, unenforceable or illegal for any reason, and in any respect, that provision shall be severed from the remaining terms and conditions of this Agreement, which shall continue in full force and effect.

15.3

Adept Group and you agree that this Agreement comprises the complete and exclusive statement of the mutual understanding of the parties and supersede and cancel all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in writing signed by both parties, except as otherwise provided herein. No delay or omission by either party in exercising any right or remedy under this Agreement or existing at law or equity shall be considered a waiver of such right or remedy.

15.4

You agree that we may assign our rights and obligations under this Agreement without prior notice to a successor entity in the event of a merger, acquisition, or sale of all or part of our business. Neither you nor any user may assign or attempt to assign this Agreement (or any of your rights or obligations hereunder) to any third party.

15.5

Nothing in this Agreement is intended to create any agency, partnership, joint venture or employer-employee relationship between you and Adept Group. You do not have any authority to bind Adept in any way.

15.6

This Agreement is governed by the laws of New Zealand without regard to its choice of law or conflict of law provisions. You submit to the non-exclusive jurisdiction of the Courts of New Zealand with respect to ali matters, disputes and disagreements arising out of or in connection with this Agreement and your access to and/or use of the Website and the Services.

15.7

The application of the United Nations Convention on Contracts for the International Sale of Goods (known as the Vienna Sales Convention 1980) is excluded from this Agreement.

15.8

The Website or the Services may contain materials produced or provided by third parties or links to other websites. Such materials and websites are provided by third parties and are not under Adept’s direct control and Adept accepts no responsibility or liability in respect of any such third party materials or for the operation or content of other websites (whether or not linked to the Website or the Services).

15.9

Any notice given under this Agreement by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to Adept must be sent to txtinit@adeptgroup.co.nz or to any other email address notified by Adept to you. Notices to you will be sent to the email address set out on the front page of this Agreement (or such other email address as you may notify to us in writing from time to time).

15.10

The Services may be accessed throughout New Zealand and overseas. Adept makes no representations that the Services comply with the laws (including intellectual property laws) of any country outside New Zealand. If you access the Services from outside New Zealand, you do so at your own risk and are responsible for complying with the laws in the place where you access the Website and the Services.

15.11

A person who is not a party to this Agreement has no right to benefit under or enforce this Agreement.

16.0 Contact Us

16.1

If you need further assistance with respect to the access or use of the Website or the Services, please notify us at the following email address: txtinit@adeptgroup.co.nz

Service Specific Terms

TXTinIT

The terms in this section apply to the use of the TXTinIT “plug-in" to the CRM software owned by salesforce.com ("TXTINIT"). TXTinIT enables 2-way text messaging functionality with the CRM platform of salesforce.com.

(1) When you register to use TXTin't you will be required to select a partner provider (eg telecommunications provider) to undertake the carriage of messages that you send using TXTinIT. You acknowledge and agree that Adept may receive remuneration from any such partner provider based on the volume of messages that you send using TXTinIT and/or the value of fees that you pay the partner provider for the carriage of the messages using TXTinIT.

(2) You are solely responsible for contacting your partner provider and organising an account to send messages with that partner provider. You shall comply with all terms of service/use of the partner provider and shall pay all fees levied by the partner provider for the carriage of your messages using TXTinIT.

(3) You acknowledge that all outgoing messages that you send using TXTinIT do not pass through any server or platform of Adept. We cannot access such messages in any way. We only have the ability to ascertain the total number of messages you send using TXTinIT, but not the content of those messages.

(4) You acknowledge that all in-bound messages using TXTinIT (including "delivery receipt" messages) are brokered (via a secure SSL channel) operated by a third party. The messages are directed by this SSL channel to Adept’s servers (located in Sydney, Australia and hosted with Amazon AWS) before being transmitted to your salesforce.com account. Once the in-bound message has been transmitted to your salesforce.com account the body of the message is removed from Adept’s server and only the metadata remains on Adept’s server database.

(5) If the relevant partner provider service is down then Adept will re-try to send messages for a reasonable period of time. If a message has not been successfully transmitted to the partner provider within 3 hours of sending then Adept will stop trying to send the relevant message(s).

(6) Adept makes no representation or warranty that any message sent using TXTinIT will reach its intended recipient. For the avoidance of doubt, all limitations, warranties, disclaimers and indemnities in the General Terms apply to your use of TXTinIT. Without limitation to the foregoing, you acknowledge and agree that TXTinIt may send erroneous messages from your salesforce.com account and that you may be charged for any such messages by the relevant partner provider. To the maximum extent permitted by applicable laws, Adept accepts no responsibility for any such erroneous messages or defects in TXTinIT. Your use of TXTinIT is at your own risk in all respects.

(7) You must ensure that any message you send using TXTinIt contains an "unsubscribe" ability where required by any relevant laws and that you action all "unsubscribe" requests within 5 business days (or such shorter period as may be required at law). Each such "unsubscribe” option must remain active for at least 30 days after you first send the relevant message.

(8) You may not use TXTinIT to send bulk or commercial messages to third parties unless each applicable third party has opted in and agreed to receive such messages from you.

(9) All messages sent using TXTinIt should contain non-internet contact information of the sender or the entity on whose behalf the message was sent, such as that entity's address or phone number.

(10) All messages sent using TXTinIt should state the reason the recipient is receiving the message. For example, "You are receiving this message from XYZ Company because you signed up for our email list at www.abc.com."