Welcome to Alert Media!
These Terms of Service, together with the Quote Summary, Customer Acceptance Form and any documents referenced herein (collectively, the “Agreement”) govern Customer’s and Customer’s Authorized Users’ acquisition and use of Alert Media’s Services.
Acceptance. By clicking the “I AGREE” button, entering into a Customer Acceptance form or otherwise using the Services, you agree on behalf of the Customer entity entering into this Agreement (“Customer”) to be bound by this Agreement as of that date (the “Effective Date”), and you represent that you are 18 years of age or older and have the power and authority to enter into this Agreement on behalf of Customer. In the event your organization submits a purchase order to Alert Media, use of the Services is bound by this Agreement. Any trial usage of the Services is limited as outlined in the invitation email your organization receives from an Alert Media representative, and any trial use in excess of those limits will be billed per the current rate card. In the rest of the Agreement, when we say “you” or “your” we are referring to the Customer entity.
IN THE EVENT OF AN EMERGENCY, YOU SHOULD CONTACT 911. YOU SHOULD TAKE ALL APPROPRIATE ACTION REQUESTED BY FIRST RESPONDERS, 911 DISPATCH, FIRE DEPARTMENTS, POLICE DEPARTMENTS, OR OTHER LAW ENFORCEMENT, PUBLIC OFFICIALS OR PUBLIC HEALTH OFFICIALS BEFORE READING OR RESPONDING TO ANY MESSAGE GENERATED VIA THE SERVICES.
1. Defined Terms.
“Affiliate” means a person or entity that owns, is owned by, or is under common control with a party, and “control” in this definition means that a person or entity owns more than 50% of the equity interest of any entity and/or has the ability to control the management of such entity.
“Alert Media” or “AlertMedia” means Alert Media, Inc., a Delaware corporation.
“Authorized Users” means individuals who are authorized by Customer to use the Services, including those who have been supplied user identifications and passwords by Customer. Authorized Users may include the employees, consultants, contractors, agents, or other designees of Customer and its Affiliates, but shall not include any employee or agent of any Alert Media competitor.
“Customer Acceptance Form” or “Quote Summary” means a document issued by Alert Media and executed or otherwise agreed upon by authorized representatives of the Customer which specifies, among other things and as applicable, a description of the Services, the Fees, payment terms, and any other details specifically related to the Services.
“Customer Content” means all information and data (including text, images, photos, videos, audio, and documents) or any other content in any media and format provided or made available to Alert Media by or on behalf of Customer in relation to the use of the Services.
“Services” means Alert Media’s proprietary critical event communications platform and associated applications, and any additional products and services that are ordered by Customer pursuant to a Customer Acceptance Form or otherwise.
Capitalized terms not otherwise defined above are defined elsewhere in the Agreement.
2. Alert Media Services.
(a) Services. During the Term, and subject to the terms and conditions of this Agreement, Alert Media shall (i) provide the Services to Customer and its Authorized Users as indicated on the Customer Acceptance Form solely for Customer’s internal business purposes.
(b) Affiliates. Each Customer Affiliate that wishes to use the Alert Media Platform and/or be provided Services must enter into a separate Customer Acceptance Form, agreeing to be bound by the terms of this Agreement by reference.
(c) Service Level. The Services shall include access to Alert Media’s proprietary platforms, on a monthly subscription basis, with an availability equal to or greater than 99.9% (“Availability Commitment”), except for (a) planned downtime (of which Alert Media shall give advance notice), and (b) unavailability caused by a force majeure event. In the event that Alert Media fails to meet the Availability Commitment any consecutive two-month period, Alert Media will refund Customer 10% of the pro-rata amount of fees paid by Customer during those two months.
(d) Protection of Your Data. Alert Media will maintain administrative, physical, and technical safeguards designed to protect the security, confidentiality and integrity of Customer’s data. Those safeguards will include measures designed to prevent access, use, modification or disclosure of Customer data by Alert Media personnel; provided that Alert Media may use or disclose Customer data: (a) to provide the Services and prevent or address technical problems, (b) as compelled by law, or (c) as permitted by Customer. Despite the actions and precautions Alert Media takes, no data transmissions over the Internet can be guaranteed to be 100% secure. Consequently, Alert Media cannot ensure or warrant the security of the Customer’s data and Customer acknowledges and agrees that Customer transmits such data at its own risk.
(e) Support Services, Updates and Functionalities. Alert Media will provide a commercially reasonable amount of support services to Customer at the support level indicated on the Customer Acceptance Form. Customer acknowledges that from time to time Alert Media may apply updates to the Services and that such updates may result in improvements or other changes in the appearance and/or functionality of the Services (including the addition, modification, or removal of functionality, features, or content). Excluding the addition of wholly new products or services, Alert Media shall provide, implement, configure, install, support, and maintain, at its own cost, any and all updates, upgrades, enhancements, improvements, releases, corrections, bug fixes, patches, and modifications to the Services (collectively, the “Updates”). Alert Media will provide other maintenance and support services in the manner Alert Media determines appropriate, in Alert Media’s sole discretion.
(f) Third Party Services. Customer acknowledges that the Services interoperate with several services from third parties via third-party websites or applications (collectively, “Third Party Services”), and that the Services provided are highly dependent on the availability of such Third Party Services. If at any time any Third Party Services cease to make their programs available to Alert Media on reasonable terms, Alert Media may cease to provide such features to Customer, which shall not be deemed a breach of this Agreement by Alert Media.
(g) Third Party Notifications. In addition, from time to time, Alert Media may include third party notifications such as notifications from the National Weather Service, local municipalities, counties, governmental agencies and other third parties (“Third Party Notifications”). Alert Media does not verify the accuracy of any Third Party Notifications. Alert Media makes no representation or warranty regarding such Third Party Notifications and assumes no liability for the delivery, or failure to deliver relevant Third Party Notifications.
(h) Acceptable Use of the Services.
1. Customer shall (i) be responsible and liable for its Affiliates’ and their Authorized Users’ compliance with this Agreement; (ii) be solely responsible for the accuracy, quality, integrity, and legality of Customer Content and of the means by which it acquired or generated Customer Content; (iii) prevent unauthorized access to or use of the Services, including by keeping its (and any Authorized User’s) password and user name confidential and not permitting any third party to access or use its user name, password, or account for the Services; (iv) be solely responsible and liable for all activity conducted through its account in connection with the Services; (v) promptly notify Alert Media if Customer becomes aware of or reasonably suspects any security breach, including any loss, theft, or unauthorized disclosure or use of Customer’s (or any Authorized User’s) user name, password, or account; and (vi) use the Services only in accordance with applicable laws and government regulations or otherwise access in connection with Customer’s use of the Services.
2. Except to the extent such restrictions are prohibited by applicable law, Customer shall not (i) use the Services to store or transmit any content, including Customer Content, that may be infringing, defamatory, threatening, harmful, or otherwise tortious or unlawful, including any content that may violate intellectual property, privacy, rights of publicity, or other laws, or send spam or other unsolicited messages in violation of applicable law; (ii) upload to, or transmit from, the Services any data, file, software, or link that contains or redirects to a virus, Trojan horse, worm, malware, spyware, malicious code, time bomb, software lock, or other harmful component; (iii) attempt to modify, copy or otherwise reproduce, create a derivative work of, reverse engineer, de-compile, hack, disable, interfere with, disassemble, copy, or disrupt the integrity or the performance of the Services, in whole or in part, for any third-party use of the Services, or any third-party data contained therein; (iv) use the Services to build a competitive product or service or copy any ideas, features, functions, or graphics of the Services; (v) attempt to gain unauthorized access to the Services or its related systems or networks; (vi) use the Services for any activity unrelated to the purpose of the Services or that differs significantly from the authorized use of the Services set forth in the Customer Acceptance Form (“Planned Use”); or (vii) authorize, permit, or encourage any third party to do any of the above.
(i) Suspension. Alert Media may immediately suspend or terminate Customer’s use of the Services and this Agreement in Alert Media’s sole discretion to prevent any harm to Alert Media’s network, its business or its other customers based on Customer’s misuse or alleged misuse of the Services, including in violation of this Agreement, and including use of the Services for any activity unrelated to the purpose of the Services or that differs significantly from the Planned Use of the Services that causes harm to Alert Media’s network, its business or its other customers.
(j) Free Trial. If Customer uses the Services on a trial or evaluation basis, as described on the Customer Acceptance Form, Alert Media will make the Services available on a trial basis free of charge until the earlier of (i) the end of the free trial period, or (ii) the start date of any paid subscription to the Services. In addition to the disclaimers of warranty set out in this Agreement, Customer expressly acknowledges and agrees that all use of any trial or evaluation version is at Customer’s sole risk. Alert Media reserves the right to terminate any trial or evaluation version at any time.
3. Fees for Services.
(a) Fees. Customer will be charged for the use of the Services at the rates set forth in the Quote Summary, and Customer is responsible for all fees and expenses as set forth therein (the “Fees”) provided that if Customer uses Services on a trial or evaluation basis, the applicable Services will be offered to Customer free of charge during the trial or evaluation period indicated on the Customer Acceptance Form. Unless otherwise set forth in the Quote Summary or Customer Acceptance Form, Alert Media will invoice Customer for all Fees on a monthly basis, and Customer will pay all Fees due to Alert Media within thirty (30) days of the invoice date.
(b) Late Fees. Alert Media may, in its sole discretion, charge a late fee on delinquent payments at the lesser of (i) the maximum amount chargeable by law; or (ii) one and one-half percent (1½%) per month from the date such payment was due until the date paid. In addition, Customer shall be responsible for Alert Media’s costs of collection, including reasonable attorney’s fees. In addition, upon 10 business days’ written notice to Customer, Alert Media may suspend Customer’s access to the Services if Alert Media does not receive the amounts invoiced hereunder at the expiration of such period.
(c) Taxes. Our Fees do not include any taxes, levies, duties or similar governmental assessments of any nature. Customer is responsible for paying all Taxes associated with the subscription to the Services. If Alert Media has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section, the appropriate amount shall be invoiced to and paid by Customer, unless Customer provides Alert Media with a valid tax exemption certificate authorized by the appropriate taxing authority.
4. Intellectual Property Rights.
(a) Customer Content. Customer and its Authorized Users shall retain all right, title and interest in and to the Customer Content and all intellectual property rights therein. For the purpose of supporting Customer’s use of the Services, providing Services to Customer and providing notifications to Authorized Users, Customer hereby grants Alert Media a limited, worldwide, non-exclusive, non-transferable (except as set forth in Section 12(a)) license to access, use, reproduce, electronically distribute, transmit, perform, format, display, store, archive, and index the Customer Content. Subject only to the limited license expressly granted herein, nothing in this Agreement will confer on Alert Media any right of ownership or interest in the Customer Content or the intellectual property rights therein.
(b) Data. Customer shall own all right, title, and interest in and to any data that is collected by Alert Media from Customer or its Authorized Users in connection with the use of and interaction with the Services (“Data”). Customer grants to Alert Media a perpetual, non-exclusive, transferable, sublicensable, royalty-free license to use such Data in order to provide the Services to Customer, and as necessary to monitor and improve the Services. Additionally, Customer agrees that Alert Media may use the Data to collect, develop, create, extract or otherwise generate statistics and other information and to otherwise compile, synthesize and analyze such Data (“Blind Data”). Notwithstanding anything in this Agreement to the contrary, to the extent that Alert Media collects or generates Blind Data, such Blind Data will be owned solely by Alert Media and may be used for any lawful business purpose without a duty of accounting to Customer, provided that such Data is not personally identifiable and Alert Media does not identify the source of such Data.
(c) Alert Media Services. Alert Media shall retain and own all proprietary rights in and to all of Alert Media’s intellectual property, including but not limited to all Alert Media Services and any other services provided hereunder and all software, source code, trademarks, service marks, and other intellectual property rights associated therewith. In addition, Alert Media shall own all right, title and interest, including all intellectual property rights, in and to any improvements to the Services, including but not limited to all new programs, modifications, refinements, updates and enhancements thereof (collectively, “Improvements”). The foregoing intellectual property rights shall specifically include all Improvements developed by or for Alert Media in connection with providing the Services to Customer, even if such Improvements result from Customer’s request and/or include or derive from any suggestions, solutions, contributions, comments, or other feedback Customer may from time to time provide to Alert Media with respect to the Services (“Feedback”). Feedback shall not create any confidentiality obligation for Alert Media. All of the foregoing shall belong exclusively to Alert Media, with Alert Media having the sole right to obtain, hold and renew in its own name, patents, copyrights, trademarks, trade secrets, registrations and/or other appropriate protection. To the extent that the exclusive title and/or ownership rights may not originally vest in Alert Media as contemplated hereunder, Customer hereby irrevocably assigns, transfers, and conveys to Alert Media all right, title and interest therein.
(d) Responsibility for Customer Content. Customer is solely responsible for the Customer Content that Authorized Users upload, publish, display, link to, or otherwise make available via the Services, and Customer agrees that Alert Media is only acting as a passive conduit for the online distribution, notification, publication and/or online display of the Customer Content. Alert Media may, but will not be required to, remove any Customer Content uploaded that it deems in violation of this Agreement.
(e) Names and Trademarks. Alert Media may, for the sole purpose of marketing its products, use the names, trademarks and other logos (“Marks”) of Customer in its list of customers (including on its website and on other marketing materials), provided any such use will be in accordance with the Customer’s standard usage guidelines relating to its Marks.
5. Confidentiality. Customer acknowledges that the Services, the terms of this Agreement, and any other proprietary or confidential information provided by Alert Media constitutes Alert Media’s valuable proprietary information and trade secrets (“Confidential Information”). Customer’s Data shall constitute Customer’s Confidential Information. Each party agrees to preserve the confidential nature of the other’s Confidential Information by retaining and using it in trust and confidence, solely for its internal use except as provided herein, and by using the same degree of protection that such party uses to protect similar proprietary and confidential information, but in no event less than reasonable care. Each party shall have the right to seek an injunction (without having to post a bond) to prevent any breach or continued breach of this section.
6. Representations, Warranties, Remedies and Disclaimers.
(a) Representations. Each party represents that it has validly entered into this Agreement and has the legal authority to do so.
(b) Warranties. Alert Media warrants that: (a) this Agreement, the Customer Acceptance Form, and any documentation provided by Alert Media accurately describes the Services, and that these Services will not materially decrease in terms of features and functionality during the subscription period; and (b) the Services provided by Alert Media will be scanned with commercially available anti-virus software designed not introduce malicious code into Customer’s systems. For any breach of the above warranties, Customer’s sole and exclusive remedy will be termination of this agreement.
(c) Customer Acknowledgement. Customer acknowledges that many of the events and circumstances for and in which Alert Media’s Services are used are inherently dangerous, unpredictable and constitute a threat to the health, safety and well-being of persons and/or property. Customer further acknowledges that such events are completely outside the control of Alert Media. Therefore, Alert Media does not assume any risk, liability or responsibility whatsoever for the use of Alert Media’s Services by Customer, Authorized Users or any recipient of any notification or message (including Customer Content) from Alert Media’s Services. By using Alert Media’s Services, Customer and each Authorized User agrees to assume all of the risks associated with such use. Alert Media Services are provided as an enhancement to regular and emergency communications and communication systems and not as a replacement. Alert Media also has no control over third parties including but not limited to cellular service providers, Internet service providers, Wi-Fi providers, phone carriers, first responders, emergency personnel, and/or communication or device manufacturers. In an emergency situation, Customer, its Authorized Users and all recipients of messages and notifications generated from the Alert Media Services should take the appropriate action requested by first responders, 911 dispatch, fire departments, police departments, or other law enforcement, public officials or public health officials. Any information or instructions given by such personnel should take precedence over any information received through Alert Media Services. If an Authorized User is in immediate danger, such Authorized User should call 911.
(d) Location Data. Location data provided by third parties and delivered through any of Alert Media’s Services is for basic instructional, navigational and location identification purposes only and is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate or incomplete location data may lead to death, personal injury, property or environmental damage. Alert Media cannot guarantee the accuracy of any location data provided by third parties. Customer and its Authorized Users should always be aware of surroundings and use the Alert Media Services in a safe manner that does not interfere with other tasks such as driving or walking.
(e) Alert Media Equipment. Tangible items or equipment provided by Alert Media (“Alert Media Equipment”) are subject to wear and tear and are not intended to be “fail safe.” Accordingly, it is the sole and exclusive responsibility of Customer and its Authorized Users to test such Alert Media Equipment on a regular basis for wear and tear and possible failure. Situations where Alert Media Equipment may be used are inherently dangerous. As a result, Customer and its Authorized Users must maintain vigilance and be aware and alert of the surroundings at all times. Customer and its Authorized Users should take all precautions they deem necessary or advisable to protect life, person and property. Alert Media Equipment cannot replace sound judgment.
(f) Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, ALERT MEDIA EXPRESSLY EXCLUDES AND DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUALITY, AND NONINFRINGEMENT. FURTHERMORE, ALERT MEDIA DOES NOT WARRANT THAT THE SERVICES WILL MEET CUSTOMER’S SPECIFIC REQUIREMENTS, OR THAT THE SERVICES WILL BE ERROR FREE, ALWAYS AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE OR COMPLETE.
7. Limitation of Liability.
(a) Limitation of Liability. IN NO EVENT SHALL ALERT MEDIA OR ITS AFFILIATES OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, OR REPRESENTATIVES BE LIABLE UNDER ANY THEORY OF LIABILITY, WHETHER IN AN EQUITABLE, LEGAL, OR COMMON LAW ACTION ARISING HEREUNDER FOR CONTRACT, STRICT LIABILITY, INDEMNITY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, FOR DAMAGES WHICH, IN THE AGGREGATE, EXCEED THE FEES PAID BY CUSTOMER FOR THE SERVICES WHICH GAVE RISE TO THE DAMAGES IN THE 12 MONTHS BEFORE THE CAUSE OF ACTION AROSE.
(b) Exclusion of Consequential and Related Damages. IN NO EVENT WILL ALERT MEDIA AND/OR ITS AFFILIATES OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, OR REPRESENTATIVES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.
(c) THE LIMITATIONS IN THIS SECTION 7 SHALL APPLY EVEN IF ALERT MEDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING LIMITATIONS WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
(a) Indemnification by Alert Media. Alert Media shall defend Customer from and against any and all third-party claims, suits, actions or proceedings (each, a “Claim”) that the use of the Services as permitted hereunder infringes, violates or misappropriates any copyright, patent, trademark, trade secret or other intellectual property right of a third party and shall indemnify Customer for any losses, damages and costs (including reasonable attorneys’ fees) (“Losses”) incurred by Customer in connection with any such Claim. Alert Media will have no liability for any Claim to the extent it arises from (i) a modification of the Services by or at the direction of Customer or an Authorized User; (ii) use of the Services in violation of this Agreement or applicable law; (iii) use of the Services after Alert Media notifies Customer to discontinue use because of an infringement or misappropriation claim; (iv) the combination, operation, or use of the Services with any other software, program, or device not provided or specified by Alert Media to the extent such infringement would not have arisen but for such combination, operation, or use; or (v) Customer’s use of the Services in a manner that is inconsistent with its intended use. For avoidance of doubt, Alert Media’s indemnification obligations in this Section will not apply to third-party content and/or Third-Party Services accessed through the Services and/or Customer Content. If the Services have become, or in Alert Media’s opinion is likely to become, the subject of any such Claim, Alert Media may at its option and expense (a) procure for Customer the right to continue using the Services as set forth hereunder; (b) replace or modify the Services or certain functionalities to make it non-infringing; or (c) if options (a) or (b) are not reasonably practicable, terminate this Agreement. This Section 8(a) sets forth Alert Media’s sole liability (and Customer’s sole remedy) regarding infringement or misappropriation of third party rights.
(b) Indemnification by Customer. Customer shall defend Alert Media from and against any and all Claims and shall indemnify Alert Media from and against all Losses incurred by Customer in connection with any such Claim, to the extent arising out of or alleging: (i) that the Customer Content or Customer’s use of the Services infringes, violates or misappropriates any copyright, patent, trademark, trade secret or other intellectual property right of a third party; (b) Customer’s violation or breach of Section 2(h) of this Agreement; or (c) Third-Party Services (including, without limitation, Customer’s breach of any terms or conditions applicable to any Third-Party Services).
(c) Indemnification Procedures. As a condition to any indemnification hereunder, the indemnified party shall promptly notify the indemnifying party in writing of any claim for which the indemnified party is seeking indemnification (provided that the failure to provide this notice will not relieve the indemnifying party of its indemnification obligations unless such failure materially prejudices the indemnifying party’s ability to defend the Claim) and cooperate in the defense of such claim to the extent reasonably requested by the indemnifying party and at the indemnifying party’s expense. The indemnifying party may assume control of the defense of such claim, provided, that the indemnified party shall have the right to participate in the defense or settlement of such claim with legal counsel of its choosing and at its own expense. The indemnifying party will not settle any claim that involves any remedy other than the payment of money by the indemnifying party (which consent may not be unreasonably withheld, delayed or rejected).
9. Term; Termination.
(a) Term. This Agreement will commence on the Effective Date and, unless earlier terminated, shall continue for the term set forth on the Customer Acceptance Form, and if no term is set forth therein, for a period of three (3) years (the “Initial Term”). Following the Initial Term, this Agreement will automatically renew for successive one (1) year periods (each, a “Renewal Term”), unless either party provides at least sixty (60) days prior written notice of its intent not to renew prior to the expiration of the then current Term. The Initial Term and any Renewal Terms are collectively referred to herein as that “Term.”
(b) Termination. This Agreement may be terminated as follows: (i) By Alert Media if Customer fails to make any payments due hereunder within ten (10) days after Alert Media delivers notice of default to Customer; (ii) by either party upon a breach of this Agreement that the breaching party has not cured within thirty (30) days from receipt of written notice advising of such failure from the non-breaching party; or (iii) by either party if the other party files a petition for bankruptcy or insolvency, has an involuntary petition filed against it, commences an action providing for relief under bankruptcy laws, files for the appointment of a receiver, or is adjudicated a bankrupt concern.
(c) Data Portability. Upon request by Customer made within 30 days after the date of termination or expiration of this Agreement, Alert Media will make the Customer Content available to Customer for export or download. After such 30-day period, Alert Media will have no obligation to maintain or provide any Customer Content, and will thereafter delete or destroy all copies of Customer Content in our possession, unless legally prohibited.
(d) Surviving Provisions. Sections 2(h), 2(i), 3 (as to amounts owed as of termination), 4, 5, 6(f), 7, 8, 9(b), 9(c) and 10-12 shall survive any termination of this Agreement.
Any notice required under this Agreement shall be given in writing and shall be deemed effective upon (a) personal delivery, (b) the second business day after mailing, or (c), except for notices of termination, an indemnifiable claim or other legal notices (“Legal Notices”), which shall clearly be identifiable as Legal Notices, the day of sending by email. Unless otherwise specified, all notices to Alert Media shall be sent to the attention of the CEO, if by mail to Alert Media headquarters at 3101 Bee Caves Road, Suite 325, Austin, Texas 78746, if by email to firstname.lastname@example.org. Billing-related notices to Customer will be addressed to the relevant billing contact designated by Customer. All other notices to Customer will be addressed to the relevant system administrator designated by Customer.
11. Force Majeure.
Alert Media shall not be liable for any delay or failure to perform hereunder due to the inability of Customer, Alert Media or any other person to connect to the Internet, receive cellular or Wi-Fi signals, or any other failure or unavailability of the Internet or connectivity for any cause whatsoever, acts of God or of the public enemy, or of any government or agency thereof, restrictions imposed by governmental agencies, fires, floods, epidemics, quarantine restrictions, strikes, work stoppages, freight embargoes, severe weather, Internet congestion, virus attacks, denial of service attacks, differences with workmen, war, hostilities, terrorist acts, riot, rebellion, delay in or lack of transportation facilities, inability to secure materials, power failure or fluctuation or any other cause beyond the control of Alert Media.
12. General Provisions.
(a) Assignment. Alert Media may freely transfer or assign this Agreement and any of its rights or obligations hereunder. Customer may not transfer or assign this Agreement or any of its rights or obligations hereunder without the prior written consent of Alert Media, and any attempt to do so shall be null and void.
(c) Entire Agreement. This Agreement, including any documents referenced herein, shall constitute the entire agreement between the parties regarding the subject matter hereof and supersede all proposals and prior discussions and writings between the parties with respect thereto. To the extent of any conflict between this Agreement and a Customer Acceptance Form, the Customer Acceptance Form shall take precedence. Each provision of this Agreement is a separately enforceable provision. If any provision of this Agreement is determined to be or becomes unenforceable or illegal, such provision shall be reformed to the minimum extent necessary in order for this Agreement to remain in effect in accordance with its terms as modified by such reformation. Except as otherwise provided herein, the parties agree that this Agreement cannot be altered, amended or modified, except by a writing signed by an authorized representative of each party. No failure or delay in enforcing any right or exercising any remedy will be deemed a waiver of any right or remedy. Headings are for reference purposes only, have no substantive effect, and shall not enter into the interpretation hereof. Alert Media reserves the right to modify these Terms of Service at any time, with changes to these Terms of Service becoming effective immediately upon publication on our site.
(d) Relationship of the Parties. Alert Media is an independent contractor and nothing in this Agreement shall be deemed to make Alert Media an agent, employee, partner or joint venturer of Customer. Neither party shall have authority to bind, commit, or otherwise obligate the other party in any manner whatsoever.
(e) Governing Law. This Agreement shall be governed by the laws of the State of Texas, excluding the conflicts of law provisions of any state or jurisdiction. Customer and Alert Media each submit to the exclusive jurisdiction of the courts of Travis County, Texas for the enforcement of this Agreement or any action arising out of or relating to this Agreement.
All inquiries concerning these Terms and the Site or Services, please Contact Us.
Effective Date: January 01, 2017