Reliance Communications, Inc. Terms of Service
1. Product. This agreement covers the Reliance Communications, Inc. Subscriber Self-Signup portal, an online communications application, and any new features that augment or enhance the current communications application. Reliance Communications, Inc. may update the content, functionality, and user interface of the Service from time to time in its sole discretion and in accordance with this Agreement.
2. Terms of Service. User acknowledges and agrees to the following terms of service. In addition, User agrees that unless explicitly stated otherwise, any new features that augment or enhance the Service will be subject to this Agreement.
2.1. Email And Notices. User agrees to provide Reliance Communications, Inc. with User's e-mail address, to promptly provide Reliance Communications, Inc. with any changes to User's e-mail address, and to accept emails (or other electronic communications) from Reliance Communications, Inc. at the e-mail address User specifies. User further agrees that Reliance Communications, Inc. may provide any and all notices, statements, and other communications to User through either e-mail, posting on the Service (or other electronic transmission).
2.2. Passwords, Access, And Notification. User acknowledges and agrees that User is prohibited from sharing passwords and/or user names with unauthorized users. User will be responsible for the confidentiality and use of User's passwords and user names. User will also be responsible for all Electronic Communications, including those containing business information, account registration, account holder information, financial information, User Data, and all other data of any kind contained within emails or otherwise entered electronically through the Service or under User's account. Reliance Communications, Inc. will act as though any Electronic Communications it receives under User's passwords, user name, and/or account number will have been sent by User. User agrees to immediately notify Reliance Communications, Inc. if User becomes aware of any loss or theft or unauthorized use of any of User's passwords, user names, and/or account number.
2.3. User's Lawful Conduct. User agrees to comply with all applicable local, state, federal, and foreign laws, treaties, regulations, and conventions in connection with its use of the Service, including without limitation those related to privacy, electronic communications, and anti-spam legislation. Except as permitted by this Agreement, no part of the Service may be copied, reproduced, distributed, republished, displayed, posted or transmitted in any form or by any means. User agrees not to access the Service by any means other than through the interfaces that are provided by Reliance Communications, Inc.. User shall not license, rent, sell, lease, transfer, assign, distribute, display, host, outsource, disclose, or otherwise commercially exploit or make the Service available to any third party other than an authorized user, including but not limited to, creating Internet Links to the Service which include log-in information, including but not limited to, user names, passwords, secure cookies, and/or "mirroring" or "framing" any part of the Service. User will not upload, post, reproduce or distribute any information, software or other material protected by copyright or any other intellectual property right (including rights of publicity and privacy) without first obtaining the permission of the owner of such rights. User will not in any way express or imply that any opinions contained in User's Electronic Communications are endorsed by Reliance Communications, Inc..
2.4. Third-Party Software. User agrees to use software produced by third parties, including, but not limited to, "browser" software that supports a data security protocol compatible with the protocol used by Reliance Communications, Inc.. Until notified otherwise by Reliance Communications, Inc., User agrees to use software that supports the Secure Socket Layer (SSL) protocol or other protocols accepted by Reliance Communications, Inc. and to follow logon procedures for services that support such protocols. User acknowledges that Reliance Communications, Inc. is not responsible for notifying User of any upgrades, fixes or enhancements to any such software or for any compromise of data transmitted across computer networks not owned or operated by Reliance Communications, Inc. or telecommunications facilities, including, but not limited to, the Internet.
2.5. Transmission Of Data. User understands that the technical processing and transmission of User's Electronic Communications is fundamentally necessary to User's use of the Service. User expressly consents to Reliance Communications, Inc.'s interception and storage of Electronic Communications and/or User Data, and User acknowledges and understands that User's Electronic Communications will involve transmission over the Internet, and over various networks, only part of which may be owned and/or operated by Reliance Communications, Inc.. User acknowledges and understands that changes to User's Electronic Communications may occur in order to conform and adapt such data to the technical requirements of connecting networks or devices. User further acknowledges and understands that Electronic Communications may be accessed by unauthorized parties when communicated across the Internet, network communications facilities, telephone, or other electronic means. User agrees that Reliance Communications, Inc. is not responsible for any Electronic Communications and/or User Data which are lost, altered, intercepted or stored without authorization during the transmission of any data whatsoever across networks not owned and/or operated by Reliance Communications, Inc..
2.6. Proprietary Rights. User acknowledges and agrees that the Service and any necessary software used in connection with the Service contain proprietary and confidential information that is protected by applicable intellectual property and other laws. User further acknowledges and agrees that content or information presented to User through the Service or by advertisers may be protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws.
2.7. Trademark Information. SchoolMessenger® the SchoolMessenger logo, and other SchoolMessenger service marks, logos and product and service names are marks of SchoolMessenger (the "SchoolMessenger Marks"). User agrees not to display or use the SchoolMessenger Marks in any manner without the owner's express prior written permission.
2.8. Confidential Information. Reliance Communications, Inc. will restrict its employees' access to User's Confidential Information to only those employees necessary to successfully provide the Service. Reliance Communications, Inc. may disclose Confidential Information on a need-to-know basis to its contractors who have executed written agreements requiring them to maintain such information in strict confidence and use it only to facilitate the performance of their services for Reliance Communications, Inc. in connection with the performance of this Agreement. Confidential Information shall not include information which: (1) is known publicly; (2) is generally known in the industry before disclosure; (3) has become known publicly, without fault of the recipient, subsequent to disclosure by the disclosing party; or (4) the recipient becomes aware of from a third party not bound by nondisclosure obligations to the disclosing party and with the lawful right to disclose such information to the recipient. This Section 2.8 will not be construed to prohibit the disclosure of Confidential Information to the extent that such disclosure is required by law or order of a court or other governmental authority. The parties agree to give the other party prompt notice of the receipt of any subpoena or other similar request for such disclosure. With respect to any information received by either party from the other as a result of any other relationship between the parties other than as licensor and licensee under this Agreement (i.e., business development, partnership, alliance, etc.), the parties will abide by the terms and conditions of any Nondisclosure Agreement (or similar agreement) executed between the parties.
3.1 Suspension Of Account. Reliance Communications, Inc. reserves the right to suspend User's access and/or use of the Service for any accounts without notice if Reliance Communications, Inc. reasonably concludes that the User's use of the Service is causing immediate and ongoing harm to Reliance Communications, Inc. or others. In the extraordinary event that Reliance Communications, Inc. suspends User's access to the Service, Reliance Communications, Inc. will use commercially reasonable efforts to resolve the issues causing the suspension of Service. User agrees that Reliance Communications, Inc. shall not be liable to the User or to any third party for any suspension of the Service under such circumstances as described in this Section 3.1.
3.2 Handling Of User Data In The Event Of Termination. User acknowledges and agrees that following termination of User's account and/or use of the Service, Reliance Communications, Inc. may immediately deactivate User's account and that following a reasonable period of not less than 90 days shall be able to delete User's account and related User Data. User further agrees that Reliance Communications, Inc. shall not be liable to User or to any third party for any termination of User access to the Service or deletion of User Data, provided that Reliance Communications, Inc. is in compliance with the terms of this Section 3.2.
4. Modification To Or Discontinuation Of The Service. Reliance Communications, Inc. reserves the right at any time and from time to time to modify, temporarily or permanently, the Service (or any part thereof). In the event that Reliance Communications, Inc. modifies the Service in a manner which removes or disables a feature or functionality on which User materially relies. User agrees that Reliance Communications, Inc. shall not be liable to User or to any third party for any modification of the Service as described in this Section 4.
5.1. Warranty Of Functionality. Reliance Communications, Inc. warrants to User during the Term of this Agreement that the Service will achieve in all material respects the functionality described in the User Guides and in other related documentation and that such functionality will be maintained in all material respects in subsequent upgrades to the Service. Reliance Communications, Inc. does not warrant that the Service will be error-free. User's sole and exclusive remedy for Reliance Communications, Inc.'s breach of this warranty shall be that Reliance Communications, Inc. shall be required to use commercially reasonable efforts to modify the Service to achieve in all material respects the functionality described in the User Guides and other related documentation.
5.2. Service Level Warranty. During the Term of this Agreement Reliance Communications, Inc. warrants that it will use commercially reasonable efforts to maintain uninterrupted service. This agreement does not warrant User against interruptions in the Service.
5.3. Security, Data Maintenance And Backup Warranty. Reliance Communications, Inc. warrants that during the Term of this Agreement that Reliance Communications, Inc. will use commercially reasonable efforts to ensure that User's Data will be safeguarded and maintained accurately. Reliance Communications, Inc. also warrants that it will, at a minimum, utilize and maintain security and backup procedures to protect User Data.
5.4. Non-Infringement Warranty. Reliance Communications, Inc. warrants that it is the sole owner and has full power and authority to grant the license and use of the Service and other rights granted by the Agreement to User with respect to the Service and that neither the performance by User in its utilization of the Service, nor the license of and authorized use by User of the Service as described herein will in any way constitute an infringement or other violation of any copyright, trade secret, trademark, patent, invention, proprietary information, non-disclosure, or other rights of any third party.
5.5. Other Warranty. Reliance Communications, Inc. warrants that the Service shall be free of viruses, Trojan horses, worms, spyware, or other malicious code or components.
6. Disclaimer Of Warranties. EXCEPT AS STATED IN SECTION 5 ABOVE, RELIANCE COMMUNICATIONS INC. DOES NOT REPRESENT THAT USER'S USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR THAT THE SERVICE WILL MEET USER'S REQUIREMENTS OR THAT ALL ERRORS IN THE SERVICE AND/OR DOCUMENTATION WILL BE CORRECTED OR THAT THE SYSTEM THAT MAKES THE SERVICE AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE WARRANTIES STATED IN SECTION 5 ABOVE ARE THE SOLE AND EXCLUSIVE WARRANTIES OFFERED BY RELIANCE COMMUNICATIONS INC.. THERE ARE NO OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS STATED IN SECTION 5 ABOVE, THE SERVICE IS PROVIDED TO USER ON AN "AS IS" AND "AS AVAILABLE" BASIS. USER ASSUMES ALL RESPONSIBILITY FOR DETERMINING WHETHER THE SERVICE IS SUFFICIENT FOR USER'S PURPOSES.
7. Limitations Of Liability. USER ACKNOWLEDGES AND AGREES THAT THE CONSIDERATION WHICH RELIANCE COMMUNICATIONS INC. IS CHARGING HEREUNDER DOES NOT INCLUDE CONSIDERATION FOR ASSUMPTION BY RELIANCE COMMUNICATIONS INC. OF THE RISK OF USER'S INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO ANYONE FOR INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES, OR INDIRECT DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF USER DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE), ARISING FROM BREACH OF WARRANTY OR BREACH OF CONTRACT, OR NEGLIGENCE, OR ANY OTHER LEGAL CAUSE OF ACTION ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT. The essential purpose of this provision is to limit the potential liability of the parties arising from this Agreement. The parties acknowledge that the limitations set forth in this Section are integral to the amount of consideration levied in connection with the license of the Service and that, were Reliance Communications, Inc. to assume any further liability other than as set forth herein, such consideration would of necessity be set substantially higher. Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitations of liability for incidental or consequential damages, so the exclusions set forth above may not apply to User. THE LIMITATION OF LIABILITY SET FORTH IN THIS SECTION SHALL NOT APPLY TO EITHER PARTY'S INDEMNITY OBLIGATIONS SET FORTH IN SECTION 8 BELOW.
8.1. Infringement. Reliance Communications, Inc. will indemnify, defend and hold User harmless from and against any and all costs, liabilities, losses, and expenses (including, but not limited to, reasonable attorneys' fees) (collectively, "Losses") arising out of or in connection with a claim, suit, action, or proceeding brought by any third party against User which arise out of or result from the infringement of any copyright, patent, trademark, or misappropriation of a trade secret relating to the Service; provided that User (a) promptly gives Reliance Communications, Inc. notice of the claim, suit, action, or proceeding; (b) gives Reliance Communications, Inc. sole control of the defense and related settlement negotiations; and (c) provides Reliance Communications, Inc. with all reasonably available information and assistance necessary to perform Reliance Communications, Inc.'s obligations under this paragraph. If the Service is held to infringe any intellectual property right, Reliance Communications, Inc. may, in its sole discretion and at its own expense, either procure a license that will protect User against such claim without cost to User or replace the Service with a non-infringing Service. Provided that Reliance Communications, Inc. complies with this Section 8.1, User shall have no remedy against Reliance Communications, Inc., except it may at its option terminate the Agreement and receive a pro-rata refund of the license fees paid for under the Agreement for its use of the Service but which use has not yet been furnished by Reliance Communications, Inc. as of the date of such termination.
8.2 User's Indemnity. User shall defend and hold Reliance Communications, Inc. harmless from and against any and all Losses arising out of or in connection with a claim, suit, action, or proceeding brought by any third party against Reliance Communications, Inc. which arise out of or result from a claim by a third-party (i) alleging that the User Data or any Trademarks, or any use thereof, infringes the intellectual property rights or other rights, or has caused harm to a third party, or (ii) arising out of User's breach of Section 2.4 above, provided that Reliance Communications, Inc. (a) promptly provides User notice of the claim, suit, action, or proceeding; (b) gives User sole control of the defense and related settlement negotiations; and (c) provides User with all reasonably available information and assistance necessary to perform User's obligations under this paragraph.
8.3. Survival. The indemnification obligations contained in this Section 8 shall survive termination of this Agreement for one year.
9. Miscellaneous. In the event of an express conflict between the terms of this Agreement and the terms of any Exhibit, the verbiage of this Agreement controls. This Agreement shall be governed in accordance with the laws of the State of California and any controlling U.S. federal law. Any disputes, actions, claims or causes of action arising out of or in connection with this Agreement (or the Service) shall be subject to the exclusive jurisdiction of the state and federal courts located in California. If any provision is held by a court of competent jurisdiction to be contrary to law, such provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect. In the event of any litigation of any controversy or dispute arising out of or in connection with this Agreement, its interpretations, its performance, or the like, the prevailing party shall be awarded reasonable attorneys' fees and/or costs. Neither party shall be liable for any loss or delay resulting from any force majeure event, including, but not limited to, acts of God, fire, natural disaster, terrorism, labor stoppage, war or military hostilities, criminal acts of third parties, and any payment date or delivery of Service date shall be extended to the extent of any delay resulting from any force majeure event. Sections 2.8, 3.2, 6, 7, and 9 shall survive the termination or expiration of this Agreement.