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RoadSMS Service Beta 3 - Partnership applicationMain page | News | Service FAQ | Registration FAQ ********************************************************************************************
The RoadSMS Enterprise Agreement
This agreement contains the terms and conditions for participating in the
RoadSMS Service Partner Program ("RoadSMS Partner Program").
In this agreement, "we", "us" or "our" refers to RoadSMS Group and "you", or
"your" refers to the applicant. "Content Partner" refers to an applicant who
has been approved to be a RoadSMS Content Partner. You must read through all
sections of this agreement and accept its terms before proceeding to the sign
up area. The Accept/Decline options are at the bottom of the agreement.
1. Enrollment in the RoadSMS Partner Program
To begin enrollment you must first agree to the terms of this agreement. Upon
clicking on agree (at the bottom of this page) you will be taken to the
download page. The software package is free of charge. You can install it at
any time on any server meeting the minimal hosting requirements by RoadSMS
service. After installing the package you may want to apply to be a part of
RoadSMS World-wide infrastructure. You can do it at any time and your time for
applying for hosting a region is not limited by RoadSMS but by availability of
the region itself. It means if someone else applies to provide RoadSMS hosting
in your region before you do and get approved by RoadSMS Group, this region
will not be available for management for the length of the license (24
months). You will have an option to purchase the license after 24 months. All
available licenses are advertised on RoadSMS main site and you can subscribe
to a news letter to get notification about availability of one or another
region. Approval of your application means you are an official RoadSMS
Content Partner. As the result RoadSMS Group will direct all traffic to your
region to your hosting server. While doing so RoadSMS Group reserve the right
to remove your status as a Content Partner at any time, without prior notice,
if we determine in our sole discretion, that your site has become unsuitable
for our Content Partner program. Unsuitable websites include, but are not
restricted, to sites that:
Promote discrimination based on race, sex, religion, nationality, sexual
orientation or age; Promotes the use of bulk e-mail or spam; Contain content
that is threatening, defamatory, fraudulent, obscene or harassing and; Contain
nudity or pornographic material.
2. Our Responsibilities
We are responsible for the following:
We will make available to you, via the RoadSMS website located on
http://www.roadsms.com, official RoadSMS branding to help you promote your
RoadSMS installation. You may display the promotional materials as often and
in as many areas on your site as you wish;
You are not required to put use RoadSMS Branding on your site, but we
encourage the display of such promotional material because it conveys to your
customers your association with RoadSMS.com the leading provider of global
driver to driver messaging service today.
Any problems or questions that arise while customers are using RoadSMS
services worldwide can be directed or forwarded by you to RoadSMS Group Help
Desk. We are not responsible for any misrepresentation that may be made by you
or persons associated with your company when responding to questions from your
customers about our services, sites or company; and
We are not responsible for any additional services or products offered on your
RoadSMS Service pages. These products are offered through third parties and
any special warranties and extra services implied or otherwise are the
responsibility of the manufacturers not RoadSMS Group
3. Responsibilities for Your Site
You are solely responsible for the following as it relates to your RoadSMS
Service installation:
The technical operation of your site and all related equipment;
Ensuring minimum hardware and bandwidth requirements are satisfied before
proceeding to set up your mirror;
Ensuring that your RoadSMS hosting site is open to the public. All RoadSMS
hosting sites must be publicly accessible. Private hosting sites are not
allowed;
Ensuring that there is no third-party introductory screen before users see
your RoadSMS hosting site. This means your RoadSMS URL
(RoadSMS.yourdomain.com) can only link directly to the RoadSMS interface.
The mirror site must be virtually hosted (i.e. RoadSMS.yourdomain.com)
You will inform RoadSMS of any change in your contact information by logging
to the "RoadSMS Enterprise" portal and changing it in your profile.
4. Limited License
The terms of the limited license include, upon approval of your application,
the following:
We give you a non-exclusive right to be a participant of the RoadSMS Content
Partner Program free of charge for 3 months. After 3 months the license can be
automatically reassigned to you or put for public action on eBay (http://www.ebay.com)
and reassigned to the highest bidder. Starting price of every license put for a
public bid is limited to $1 (one US dollar).
You have the discretion of displaying the appropriate RoadSMS Branding on your
hosting page or on an appropriate page on our site; We grant you the right to use
these logos solely for the purpose of identifying your site as an official RoadSMS
Content Partner and;
We reserve all rights associated with the RoadSMS logo and any other images, our trade
names, trademarks and copyrights and all other intellectual property rights;
and
We reserve the right to revoke your membership as a RoadSMS Content Partner at
any time if you are found to be using any RoadSMS content, trademarks, icons
or logos in a way we determine to be damaging our image. Notification of
revocation shall be provided to you by way of written notice.
5. Relationship of Parties
You and RoadSMS Group are independent contractors. Parties agree to maintain
a relationship that is to the mutual benefit of both parties. In particular:
All information, including contact information, shall remain confidential;
You shall not make any statements on RoadSMS Group behalf that give the
impression that you or your employees are agents of RoadSMS Group ; and
You have no authority to make or accept any offers on behalf of RoadSMS Group
6. Ad Placement/Content
RoadSMS Group is entitled to a designated space on the front page of each
hosted RoadSMS installation to use to promote our company or to sell for third
party advertising. The size of this space is exactly 120 x 60 and all
logos/ads should not exceed 50k. The rest of the advertising space on the main
and any other pages of RoadSMS installation belongs to the owner of the
installation. Other provisions include:
The location and provision of the ad space may change at any time;
Any third party advertising accepted by you and as discovered from time to
time by RoadSMS Group must be acceptable to RoadSMS Group and cannot violate
any of the criteria in Section 1 of this Agreement; and
RoadSMS Group reserves the right to serve ads if you choose not to utilize
the designated space.
7. RoadSMS Global statistics
RoadSMS Group will provide you with a password that will enable you to log on
to a password-protected site to access information about RoadSMS Worldwide
statistics.
8. General Provisions
Service Interruptions: RoadSMS Group will make every effort to keep all of
the company owned and operated websites operational. You waive all legal
rights of action, whether they be in tort, contract or otherwise, against
RoadSMS Group for service interruptions.
Modifications: WE RESERVE THE RIGHT TO MODIFY THE TERMS OF THIS AGREEMENT AT
ANY TIME AND IN OUR SOLE DISCRETION BY POSTING NOTICE OF THE CHANGE TO THE
AFFILIATES BY EMAILS AND POSTING THE CHANGE ON http://www.roadsms.com YOUR
CONTINUED PARTICIPATION AFTER THE CHANGES ARE MADE PUBLIC IS DEEMED AS
CONTINUED ACCEPTANCE OF THE AGREEMENT.
Cancellation of The Agreement: Either party may choose to cancel or terminate
this agreement at any time and for any reason by written or emailed notice of
termination to the appropriate party.
Warranty Disclaimer: We make no representation that the operation of the
RoadSMS Service site will be uninterrupted or error-free and we will not be
liable for the consequences of any interruptions or errors.
9. Confidentiality
Except as otherwise provided in this Agreement or with the consent of the
other party, each of the parties agrees that all information including the
terms of this Agreement, business and financial information, customer and
vendor lists concerning RoadSMS Group or you, shall remain strictly
confidential.
This information shall not be used for any other purpose except to the extent
that any such information is generally known or available to the public.
Notwithstanding the foregoing, each party is hereby authorized to deliver a
copy of any such information (a) to any person pursuant to a subpoena issued
by any court of competent jurisdiction or any administrative agency, (b) to
its accountants or legal advisors on a confidential basis, and (c) otherwise
as required by applicable laws.
10. Term of Agreement
The term of this agreement will begin upon notification of to you of
acceptance of your RoadSMS Content Partner Program application and will end
when terminated by either party.
Either party may terminate the Agreement at any time, with or without cause,
by giving the other party written notice of termination. Upon termination of
this Agreement, you will immediately cease use of, and remove from your site,
all links to our site.
11. Indemnification
You hereby agree to indemnify and hold harmless RoadSMS Group , its
subsidiaries and affiliates, against any and all claims, actions, demands,
liabilities, losses, damages, judgments, settlements, costs and expenses
(including legal fees) insofar as such losses arise out of or are based on (i)
any misrepresentation of RoadSMS Group made by you (ii) any claim related to
your site, including content not attributable to RoadSMS Group
12. Representations and Warranties
You hereby represent and warrant to RoadSMS Group as follows:
This agreement has been duly and validly executed and delivered by you and
constitutes your legal, valid and binding obligation, enforceable against you
in accordance with its terms;
The execution, delivery, and performance by you of this Agreement and the
consummation by you of the transactions contemplated hereby will not, with or
without the giving of notice, the lapse of time, or both, conflict with or
violate (a) any provision of law, rule, or regulation to which you are
subject, (b) any order, judgment, or decree applicable to you, (c) any
provision of your by-laws & documents, or (d) any agreement or other
instrument applicable to you;
No consent, approval, or authorization of, or exemption by, of filing with,
any governmental authority or any third party is required to be obtained or
made by you in connection with the execution, delivery, and performance of
this Agreement or the taking by you of any other action contemplated hereby;
and
There is no pending or, the best of your knowledge, threatened claim, action,
or proceeding against you, or any affiliate of yours, with respect to the
execution, delivery, or consummation of this Agreement, or with respect to
your trademarks, and, there is not basis for any such claim, action or
proceeding.
13. Miscellaneous
You may not assign this Agreement, by operation of law or otherwise, without
our prior written consent.
Any reference in this Agreement to gender shall include all genders, and words
importing the singular number only shall include the plural and vice versa.
Any Section, Subsection or other subdivision of this Agreement or any other
provision of this Agreement which is, or becomes, illegal, invalid or
unenforceable shall be severed from this Agreement and be ineffective to the
extent of such illegality, invalidity or unenforceability and shall not affect
or impair the remaining provisions hereof.
All references in this Agreement to dollars are expressed in United States
currency.
This Agreement constitutes the entire agreement between you and RoadSMS Group
pertaining to the subject matter hereof and supersedes all prior agreements,
understandings, negotiations and discussions, whether oral or written, of you
and RoadSMS Group
There are no representation, warranties, conditions or other agreements,
express or implied, statutory or otherwise, between you and RoadSMS Group in
connection with the subject matter of this Agreement, except as specifically
set forth herein.
No waiver of any of the provisions of this Agreement shall be deemed to
constitute a waiver of any other provisions (whether or not similar), nor
shall such waiver constitute a waiver or continuing waiver unless otherwise
expressly provided in writing.
THIS AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED AND ENFORCED IN ACCORDANCE
WITH THE LAWS OF THE PROVINCE OF ONTARIO AND THE FEDERAL LAWS OF CANADA
APPLICABLE THEREIN WITHOUT REFERENCE TO RULES GOVERNING CHOICE OF LAWS. ANY
ACTION RELATING TO THIS AGREEMENT MUST BE BROUGHT IN THE PROVINCIAL COURTS
LOCATED IN TORONTO, ONTARIO, CANADAN AND YOU IRREVOCABLY CONSENT TO THE
JURISDICTION OF SUCH COURTS.
This Agreement shall ensure to the benefit of and be binding upon RoadSMS
Group and you and our respective successors and permitted assigns. The
provisions of Section 10 and Section 15 shall remain in force and effect after
termination of this Agreement.
14. Notice
Any notice, direction or other communication given under this Agreement shall
be in writing and given by sending it via email or regular mail.
In the case of e-mail, valid notice shall only have been deemed to have been
given when an electronic confirmation of delivery has been obtained by the
sender, in the case of notice to RoadSMS Group to partner@RoadSMS.com or, in
the case of notice to you, at the e-mail address provided by you in your
RoadSMS Content Partner application or as updated from time to time in
accordance with Section 3(i).
Mail shall be sent to RoadSMS Group at: we still need an address ; and to you
at the mailing address provided in you Affiliate application or as updated
from time to time in accordance with Section 3(i).
Any email communication shall be deemed to have been validly and effectively
given on the date of such communication, if such date is a business day and
such delivery was made prior to 4:00 p.m.(EST) and otherwise on the next
business day. Any communication sent via regular mail shall be deemed to have
been validly and effectively given 5 business days after the date of mailing.
15. Limitation of Liability
WE WILL NOT BE LIABLE FOR INDIRECT OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF
REVENUE, PROFITS OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT OR ROADSMS
GROUP
16. Acceptance of Agreement
YOU ACKNOWLEDGE HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND
CONDITIONS. YOU HAVE INDEPENDANTLY EVALUATED THE DESIRABILITY OF PARTICIPATING
IN THE AFFILIATE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE
OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
BY SUBMITTING THIS APPLICATION AND CLICKING ON "ACCEPT", YOU ACKNOWLEDGE THAT
YOU HAVE READ AND REVIEWED THIS AGREEMENT IN ITS ENTIRETY AND AGREE TO ITS
TERMS AND CONDITIONS.
(you must accept the agreement in order to become a partner) |