Health Messenger Service Agreement
1. YOUR ACCEPTANCE OF THIS SERVICE AGREEMENT AND LIMITED LICENSE
Please read the Service Agreement carefully before using or registering for the Teletask service. By using or registering for a Teletask service, you agree to be bound by the terms and conditions set forth. If you do not wish to be bound by these terms and conditions, you may not access or use the Teletask Service. You agree to verify that any list of clients you send to us or input into our system contains only phone numbers and/or email addresses from individuals that have given you permission to contact them. Such numbers or addresses are referred to as “opt-in” numbers and addresses, meaning they have opted to give you permission to contact them.
Teletask grants you a limited, revocable, and nonexclusive license to use the Teletask messaging services. As a condition of your use of any of the services, you warrant to Teletask that you will not use the Teletask website or messaging services for any purpose that is unlawful or prohibited by the Service Agreement.
The foregoing limited license means that you may NOT: (i) modify, download, or publicly display the Teletask website, or any portion thereof, or the Content (as defined below) except caching or as necessary to view content; (ii) make any use of the Teletask website or the Content other than for permissible uses as described in this Service Agreement; (iii) create any derivative work based on either the Teletask website or the Content; (iv) collect account information for the benefit of another party; (v) use any meta tags or any other ‘hidden text’ utilizing our name or the Teletask Marks (as defined below) without the express written consent of Teletask; (vi) use software robots, spiders, crawlers, or similar data gathering and extraction tools, or take any other action that may impose an unreasonable burden or load on our infrastructure; or (vii) co-brand, frame, or hyper-link to the Teletask website, without the express written permission of Teletask. For purposes of this Service Agreement, “co-branding” means to display a name, logo, trademark, or other means of attribution or identification of any party in such a manner as is reasonably likely to give a user the impression that such other party has the right to display, publish, or distribute the Teletask or the Content. You agree to cooperate with Teletask in causing any unauthorized co-branding, framing or hyper-linking immediately to cease.
2. ESTIMATES AND PRICING PLAN
If the Estimate, Pricing Plan or SOW provides a schedule for installation, the schedule is an estimate and is subject to availability of the Services, readiness of the site for installation, and scheduling of installers, as applicable. In the event the Services are not be available within a reasonable period of time of the scheduled delivery, you may at your option (a) terminate the purchase of undelivered services, or (b) to accept postponement of delivery until such time as Service Provider can complete the delivery of the Products. In no event shall Service Provider be liable to you or any users for any delay or impact costs or damages associated with any late, partial or incomplete delivery.
You may inspect the Services within ten (10) days after access and configuration and conduct appropriate testing to ascertain whether the Services conform to their Specifications. Failure to notify Teletask within that period of time shall be considered acceptance of the Services. UPON ACCEPTANCE OF THE SERVICES, THE PURCHASE SHALL BE NON-CANCELLABLE AND IRREVOCABLE, AND PAYMENT DUE SERVICE PROVIDER SHALL BE UNCONDITIONAL.
Unless otherwise indicated in the Estimate or Pricing Plan, you agree to be responsible for all site preparation, including utility connections and procurement of necessary equipment or peripheral devices, and for installation of the Products.
You agree to pay at the time indicated in each Estimate / Pricing Plan all payments due from you thereunder. If not otherwise indicated in the Estimate / Pricing Plan, all payments are due thirty (30) days from invoice.
You agree to accept responsibility for paying and reporting (a) all federal, provincial, state and local taxes, however designated, levied or based on account of the purchase price of the Services. You agree to hold Teletask harmless from all claims and liability arising in connection with Purchaser’s failure to report or pay such taxes.
In the event that you default in any of the terms and conditions of a Subscription Agreement, including these Terms of Service, SOW, or PO’s completed and approved thereunder, or a petition for bankruptcy is filed by or against you, then, to the extent permitted by applicable law, Service Provider shall have the right to exercise one or more of the following remedies: (a) To declare the entire amount of the unpaid total purchase price due and payable plus all service fees that would otherwise come due for the remainder of the Terms of Service. (b) To terminate this Agreement. All remedies of Teletask hereunder are cumulative and may, to the extent permitted by law, be exercised concurrently or consecutively and jointly or severally, and the exercise of any one remedy shall not be deemed to be an election of such remedy to preclude the exercise of any other remedy.
4. DEFINITION OF UNLIMITED CALLS
Certain plans are classified as “unlimited,” which means you can send an unlimited number of time-sensitive messages to a relatively static list of clients or recipients, provided, however, that messages conform with all FTC and FCC regulations, and are not considered as “spamming” by your recipients. The following results may result in an account cancellation by Teletask: Frequently changing recipient lists; frequently sending messages that have a high percentage of disconnected numbers; frequent hang-ups by recipients shortly after the call begins; receiving a high percentage of opt-out requests from your recipients.
5. MODIFICATION OF TERMS
We reserve the right to modify and restate the terms and conditions of the Service Agreement, and modification(s) shall be effective immediately upon being posted on the Teletask website.
Unless explicitly stated otherwise, any new feature that augments or enhances the current Teletask service, including the release of new Teletask properties, shall be subject to the Service Agreement. You are responsible for reviewing these terms and conditions regularly. Your continued use of the Teletask Service shall be deemed to be your conclusive acceptance of all modifications to the Service Agreement.
7. REGISTRATION INFORMATION
You agree, as a condition of your use of the Teletask Service, to provide Teletask with accurate and complete information when registering for or using the Teletask Service, and to update and maintain such information. Teletask has the right to suspend, restrict or terminate your use of the Teletask Service and to refuse any future use of all or portions of the Teletask Service if Teletask has reason to believe that you have failed to comply with these requirements.
8. MINIMUM AGE
If you are under the age of eighteen, you are prohibited from using or registering for the Teletask Service. By using or registering for the Teletask Service, you represent and warrant to Teletask that you are above the age of eighteen.
9. ACCOUNT SECURITY
When you are registered, users are sent a link to create a login and personal password. You are responsible for protecting the confidentiality of your Account username and password, and are fully responsible for all activities that occur under your Account username and password.
You agree to immediately notify Teletask of any loss, compromise or unauthorized use of your Account Code and password or any other breach of security.
Prohibited violations of the security of the messaging services include, but are not limited to, the following:
Attempting to log into or otherwise obtaining or seeking to obtain unauthorized access to any account or computer system. This includes, for example: (i) accessing data or information not intended for you or your use, (ii) attempting to probe, scan, or test the vulnerability of the messaging services, and (iii) tampering, hacking, modifying or otherwise corrupting, circumventing or breaching security or authentication measures without proper authorization.
Interfering with or attempting to interfere with the messaging services to any user, host, or network, by use of any program, script, command, or otherwise, including, overloading, “flooding,” or “crashing” any computer system, or causing a user’s screen to “scroll” faster than the user is able to follow to type to it, “trapping” users at any URL or site, or taking any action that has a similarly disruptive effect as any of the foregoing.
Transmitting material that contains viruses, trojan horses, worms, time bombs, cancelbots or any other computer programming routines or engines with the intent or effect of damaging, destroying, disrupting or otherwise impairing a computer’s functionality or the operation of the Messaging Services.
Interfering with, intercepting or expropriating any system, data or information.
10. CONSENT TO RECORD YOUR VOICE INPUTS
You agree and consent that Teletask may record the oral or voice communications, utterances, conversations or commands (“Voice Inputs”) made by you during the use of the Teletask Service. By using the Teletask Service, you expressly consent and grant to Teletask the right to record and use your Voice Inputs.
11. USE OUTSIDE OF AGREEMENT
Teletask offers different service plans for different customer types. Users who attempt to use any of the packages outside the scope of their plan will be subject to re-pricing, retroactively, at the then current rate.
12. YOUR CONDUCT
As a condition of your use of the Teletask Service, you agree and warrant to Teletask that you will not use the Teletask Service for any purpose that is unlawful or prohibited by the Service Agreement. You may not use the Teletask Service in any manner that could damage, impair, disable or overburden the Teletask Service, interfere in any way with Teletask’s rights, interfere in any way with any other User’s use and enjoyment of the Teletask Service, or otherwise infringe on any person’s rights.
Specifically, you agree and warrant to Teletask that:
You will follow the letter and spirit of the terms of the Service Agreement and all applicable laws;
You will not use, or attempt to use, the Teletask Service in connection with any commercial messages, junk messages, spamming, advertising or messages that are duplicative, unsolicited, or promotional in nature;
You will not send, or attempt to send, messages to emergency lines, and, unless granted permission from the recipient, to any service for which the called party is charged for the call; You will not transmit, or attempt to transmit, any material that may infringe the contractual, fiduciary, intellectual property rights, or other rights of third parties, including trademark, copyright or the right of publicity;
You will not impersonate, or attempt to impersonate, any other person, falsify contact information, or caller ID phone number displayed to recipients, misrepresent a relationship with any person or entity, including misrepresenting a relationship with Teletask, or otherwise attempt to mislead others as to the identity of the sender or the origin of a message;
You will not use, or attempt to use, the Teletask Service to convey any information that may be considered unlawful, harassing, libelous, abusive, threatening, obscene, hateful, offensive, harmful, vulgar, distasteful, defamatory, or invasive of another person’s privacy or proprietary rights;
Unless a signed reseller agreement is executed between you and Teletask, you will not resell, or attempt to resell, the use of the Teletask Service;
You will not collect, or attempt to collect, or store information about the Teletask Service or other Users, including contact information, without their consent;
You will not interfere, or attempt to interfere, with or disrupt connections to the Teletask Service or violate the regulations, policies or procedures of such connections;
You will not attempt to gain unauthorized access to the Teletask Service, other accounts, computer systems or networks connected to the Service.
You agree and Teletask retains the right, at its sole discretion, to determine whether or not a User’s conduct is consistent with the letter and spirit of the Service Agreement. Teletask may terminate access to the Teletask Service if a User’s conduct is found to be inconsistent with this Service Agreement.
13. NO SPAM AND CONSENT TO DAMAGES
You are prohibited from “spamming”, “mailbombing”, or from otherwise transmitting the same or similar unsolicited e-mail messages, bulk commercial advertising, or chain letters to e-mail groups (which are two or more e-mail addressees aggregated as a single email addressee), newsgroups, bulletin boards, or to users that have requested that messages not be sent to them. This prohibition includes, but is not limited to, the following activities:
Sending unsolicited emails;
Collecting responses from mass unsolicited e-mail messages;
Using the messaging service to send unlawful, harmful, harassing, defamatory, threatening, cruel, vulgar, sexually explicit, hateful or otherwise objectionable material of any kind, or any material that exploits children or is invasive of another person’s privacy or other rights or is likely to cause emotional distress (regardless of whether the foregoing is accomplished explicitly, impliedly, suggested through the use of symbols, or through frequency or size of presentation);
Engage in or encourage conduct that would constitute fraud or would violate the laws of any applicable jurisdiction, including, without limitation, laws governing advertising, alcohol, antitrust, child protection, drugs, encryption, exportation, food, financial services, firearms, gambling, importation, information systems, intellectual property, obscenity, privacy, publicity, securities, telecommunications and tobacco;
Offer, solicit, sell, buy, rent, or license any goods, products, services, or information in, from, or to any location in which such activity is unlawful;
Engage in deceptive marketing;
Advocate, promote, or otherwise encourage violence against any government, organization, group, individual or property, or to provide instruction, information, or assistance in causing or carrying out such violence;
“Spoof” or otherwise impersonate any individual or entity, falsely state or otherwise misrepresent your identity or affiliation in any way, or forge, delete or alter any part of TCP/IP packet header or sender identification information in any e-mail or other transmission;
Attempt to intercept, redirect or otherwise interfere with communications intended for others;
Engage in any activity that would subject us or our service providers to civil or other liability;
Engage in any other activity using the messaging services that we, in our sole discretion, deem to be inappropriate or an abuse of the messaging services;
Misrepresent your relationship with Teletask;
Assist or permit any persons in engaging in any of the activities described above.
Teletask has the right to immediately terminate any account that it believes, in its sole discretion, is violating any term of this Service Agreement, including, but not limited to, the foregoing acts.. Because these and other damages are often difficult to quantify, if actual damages cannot be reasonably calculated, then you agree to pay Teletask liquidated damages as prescribed by law, but not less than $5.00 (calculated as a fraction of reasonable customer acquisition costs for the industry) for each piece of spam, unsolicited message, or other violation of the terms of this Service Agreement, transmitted from or otherwise connected with your phone number or account.
14. NO RESPONSIBILITY FOR CONTENT
Teletask does not guarantee the accuracy, integrity, quality or appropriateness of any messages, communications, information, data, text, music, sound, or other materials (“Content”), whether publicly posted or privately transmitted through the Teletask Service. You acknowledge that the Teletask Service simply acts as a passive conduit for the distribution and transmission of information. You acknowledge that Teletask has no obligation to screen, preview, or monitor such Content. By using the Teletask Service, you agree that it is solely YOUR RESPONSIBILITY to evaluate the accuracy, usefulness, completeness or appropriateness of any Content that you send, receive, access, post or otherwise transmit through the Teletask Service, including Content that may be offensive, indecent or objectionable. Under no circumstances will Teletask be liable in any way for any Content, including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content sent, accessed, posted or otherwise transmitted via the Teletask Service.
Teletask may make identifiable information available to our employees and third parties with whom we contract for use solely to handle your accounts. You acknowledge and agree that Teletask may make such uses of information you provide or Teletask collects.
While Teletask is committed to protect your privacy, you acknowledge and agree that Teletask may disclose any information or Content as described herein, or if required to do so by law or in the good faith belief that such disclosure is reasonably necessary to: (a) comply with the legal process; (b) respond to claims of a violation of the rights of third parties; or (c) protect the rights, property or safety of Teletask and its Users.
Service Fees shall be paid through checks, honored purchase orders, credit cards or other means agreed to by both parties. Billing may be made by a third party. The Subscriber shall pay their basic account fees seasonally or annually at times and rates set out in the invoice.
17. TERM AND TERMINATION
The initial term of the Teletask service shall be as defined in your Estimate / Pricing Plan, and shall continue for subscription renewals, thereafter until terminated by either party in accordance with this Service Agreement. No refunds will be provided unless approved by Client Services Management.
18. PROPRIETARY RIGHTS
You acknowledge and agree that the Teletask service and any necessary software used in connection with the Teletask service and service providers contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that Content contained in sponsor messages or information presented to you through the Teletask service or sponsors is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. You may not, and agree not to, modify, reformat, copy, display, distribute, transmit, publish, license, create derivative works from, or transfer or sell any information, products or services obtained from Teletask, except as set forth herein. Teletask, the Teletask logo and other logos, product and service names may be trademarks, service marks or other intellectual property of Teletask. You agree not to display or use the Teletask Marks in any manner without the prior permission of Teletask.
You agree that Teletask may communicate any notices to you, including notices of changes to the Service Agreement, through e-mail, regular mail, posting the notices on the Teletask.com website or playing them to you on the phone through the Teletask Service.
You further agree to accept e-mail from Teletask, by setting any email spam filters or blocking software to accept messages from our designated origination addresses sent to you by Teletask.
20. ENTIRE AGREEMENT
The Service Agreement governs your use of the Teletask service and constitutes the entire agreement between you and Teletask. It supersedes any prior agreements between you and Teletask. Additional terms and conditions may apply when you use the services of service providers and other third parties. These additional terms will not reduce, diminish or eliminate any rights Teletask possesses with respect to this Service Agreement. Notwithstanding the foregoing, you or your organization or company may have a signed Service Agreement in addition to this Service Agreement. In the event of a conflict, the terms of the signed Service Agreement shall control.
21. GOVERNING LAW AND ARBITRATION
The Service Agreement and the relationship between you and Teletask shall be governed by the laws of the State of California without regard to its conflict of law provisions. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Teletask service or to the terms of this Service Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. You agree to submit any dispute with Teletask exclusively to final and binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The location of any arbitration shall be in the county of Sacramento, CA. You agree any arbitrator shall not have the authority to award punitive damages. You agree to be bound by any ruling in such arbitration proceeding and that such ruling shall be enforceable in any court of competent jurisdiction.
Any failure by Teletask to exercise any rights or enforce any of the terms of this Service Agreement shall not constitute a waiver of such rights or terms. If any portion of the Service Agreement is found by an arbitrator or a court of competent jurisdiction to be invalid, the arbitrator or court should nevertheless give effect to the parties’ intentions expressed herein. All other provisions of the Service Agreement remain in full force and effect.