1.1 Your access to and use of websites and services ("the Websites and Services") owned or operated by Listery, Inc. is subject exclusively to these Terms and Conditions. You will not use the Websites and Services for any purpose that is unlawful or prohibited by these Terms and Conditions. By using the Websites and Services you are fully accepting the terms, conditions and disclaimers contained in this notice. If you do not accept these Terms and Conditions, you must immediately stop using the Websites and Services.
2.1 The contents of the Websites and Services do not constitute advice and should not be relied upon in making or refraining from making, any decision.
3.1 Listery, Inc. reserves the right to change or remove (temporarily or permanently) the Websites and Services or any part of them without notice and you confirm that Listery, Inc. shall not be liable to you for any such change or removal.
3.2 Listery, Inc. also reserves the right to change these Terms and Conditions at any time, and your continued use of the Websites and Services following any changes shall be deemed to be your acceptance of such change.
4.1 The Websites and Services may include links to third party websites that are controlled and maintained by others. Any link to other websites is not an endorsement of such websites and you acknowledge and agree that we are not responsible for the content or availability of any such sites.
5.1 All copyright, trademarks and all other intellectual property rights in the Websites and Services and their content (including without limitation the Websites and Services designs, text, graphics and all software and source codes connected with the Websites and Services) are owned by or licensed to Listery, Inc. or otherwise used as permitted by law.
5.2 In accessing the Websites and Services you agree that you will access the content solely for your personal, non-commercial use. None of the content may be downloaded, copied, reproduced, transmitted, stored, sold or distributed without the prior written consent of the copyright holder. This excludes the downloading, copying and/or printing of pages of the Websites and Services for personal, non-commercial use only.
6.1 You agree to enter into any software licence agreement reasonably required by Listery, Inc. in respect of any software made available to you under this agreement. You acknowledge and agree that all intellectual property rights in the services and any associated software are vested and shall remain vested in Listery, Inc., or its suppliers, as appropriate.
7.1 It is not permitted to use any of the Listery, Inc. services for illegal or unreasonable activities. Customers whose accounts are used to send threatening or demeaning messages will have their account closed. Listery, Inc. does not permit SMS "spam" and will close the account of any person or organisation who engages in unsolicited messaging. Deliberate misuse of Listery, Inc. SMS services, including obtaining message credits by deceit, will cause the customer account to the closed immediately. In the event of close of the account any outstanding monies will fall due immediately and any existing message credits will be forfeited.
7.2 If you have not followed the above guidelines, you agree to indemnify us against any costs or losses we may incur as a result of any claims or legal proceedings that are brought or threatened against us by any third party.
8.1 Subscription Term and Renewals. Unless otherwise specified on the applicable Order Form, each Subscription Term will automatically renew unless either party gives the other written notice of termination at least thirty (30) days prior to expiration of the then-current Subscription Term.
8.2 Fees and Payment. All fees are as set forth in the applicable Order Form and will be paid by Customer within thirty (30) days of invoice, unless (a) Customer is paying via Credit Card (as defined below) or (b) otherwise specified in the applicable Order Form. Except as expressly set forth in section Limited Warranty and section Indemnification, all fees are non-refundable. The rates in the Order Form are valid for the initial twelve (12) month period of each Subscription Term and thereafter may be subject to an automatic adjustment increase of up to ten percent (10%) per year. Customer is responsible for paying all Taxes, and all Taxes are excluded from any fees set forth in the applicable Order Form. If Customer is required by Law to withhold any Taxes from Customer's payment, the fees payable by Customer will be increased as necessary so that after making any required withholdings, Listery, Inc. receives and retains (free from any liability for payment of Taxes) an amount equal to the amount it would have received had no such withholdings been made. Any late payments will be subject to a service charge equal to 1.5% per month of the amount due or the maximum amount allowed by law, whichever is less.
8.3 Payment Via Credit Card. If you are purchasing the Services via credit card, debit card or other payment card ("Credit Card"), the following terms apply:
8.4 Suspension of Service. If Customer's account is thirty (30) days or more overdue, in addition to any of its other rights or remedies (including but not limited to any termination rights set forth herein), Listery, Inc. reserves the right to suspend Customer's access to the applicable Service (and any related services) without liability to Customer until such amounts are paid in full. Listery, Inc. also reserves the right to suspend Customer's access to the Services without liability to Customer if Customer's use of the Services is in violation of the AUP.
9.1 The Websites and Services are provided on an "AS IS" and "AS AVAILABLE" basis without any representation or endorsement made and without warranty of any kind whether express or implied, including but not limited to the implied warranties of satisfactory quality, fitness for a particular purpose, non-infringement, compatibility, security and accuracy.
9.2 To the extent permitted by law, Listery, Inc. will not be liable for any indirect or consequential loss or damage whatever (including without limitation loss of business, opportunity, data, profits) arising out of or in connection with the use of the Websites and Services.
9.3 Listery, Inc. makes no warranty that the functionality of the Websites and Services will be uninterrupted or error free, that defects will be corrected or that the Websites and Services or the server or servers that make the Website or Services available are free of viruses or anything else which may be harmful or destructive.
9.4 We shall not be liable to you in contract, tort (including negligence) or otherwise for any damage or loss arising from the consequences of viruses received by you via the Websites and Services or of our failure to provide the Websites and Services in accordance with these Terms and Conditions; or any economic losses (including loss of business, contracts, profits, revenues, capital or anticipated savings), any indirect, special or consequential loss, loss of data, goodwill or reputation or for any wasted expense including but not limited to the cost of using any other service or losses caused by viruses.
9.5 Nothing in these Terms and Conditions shall be construed so as to exclude or limit the liability of Listery, Inc. for death or personal injury as a result of the negligence of Listery, Inc. or that of its employees or agents.
9.6 Except for our liability for death or injury as a result of our negligence any liability we may have to you whether in contract, tort (including negligence) or otherwise for any loss or damage suffered by you in relation to the provision of the Websites and Services is limited to £100 in any 12 month period.
10.1 You agree to indemnify and hold Listery, Inc. and its employees and agents harmless from and against all liabilities, legal fees, damages, losses, costs and other expenses in relation to any claims or actions brought against Listery, Inc. arising out of any breach by you of these Terms and Conditions or other liabilities arising out of your use of the Websites and Services.
11.1 We are not liable for any failure to perform our obligations if we are prevented from doing so by an event beyond our reasonable control (which may include, without limitation, strikes, labour disputes, acts of God, war, riot, civil action, malicious acts or damage, compliance with any law, governmental or regulatory order, rule, regulation or direction, any act or omission of any government or other competent authority, accident, equipment or services failure, including the unavailability of third party telecommunication services, lines or other equipment, fire, flood or storm).
12.1 If any of these Terms and Conditions should be determined to be invalid, illegal or unenforceable for any reason by any court of competent jurisdiction then such Term or Condition shall be severed and the remaining Terms and Conditions shall survive and remain in full force and effect and continue to be binding and enforceable.
13.1 These Terms and Conditions shall be governed by and construed in accordance with the law of Scotland and you hereby submit to the exclusive jurisdiction of the Scottish courts.
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