Terms

Terms of Use

These terms and conditions of use (“Terms of Use”) describe the terms on which Reminderly LLC (“Reminderly,”, “REMINDERLY” “we,” or “us”) provides the Reminderly websites located at https://www.reminderly.com and https://app.reminderly.com (the “Reminderly Service” or the “Service”) to visitors and reviewers. If you have a paid Reminderly account, you can always view the terms and conditions of use applicable to that account at https://www.reminderly.com/terms-of-service.

1. Introduction

By using the Service, you accept the Reminderly Terms of Use and the following terms, conditions, and policies, including any future amendments thereto (collectively, the “Agreement”):

If you choose to use the Service, you represent that you are authorized to accept the terms of this Agreement on behalf of yourself or the organization you represent.

Changes and Modifications. Reminderly reserves the right, at its sole discretion, to change, modify, add, or remove portions of this Agreement at any time. Such changes will become effective immediately after they have been posted to the https://www.reminderly.com website or Reminderly has otherwise notified you of the change. Though Reminderly may attempt to notify you when major changes are made to this Agreement, you should periodically review the most recent version of these Terms of Use – which is always available at https://www.reminderly.com/terms-of-service. Your continued use of the Service following the posting of changes will mean that you accept and agree to the changes. As long as you comply with this Agreement, Reminderly grants you a limited, revocable, non-exclusive, non-assignable, non-sublicensable right to access and use the Service as it is intended to be used and in accordance with this Agreement and applicable law. We grant you no other rights, implied or otherwise. Links To Other Sites. The Service may contain links to other independent third-party websites (“Linked Sites”). Linked Sites are provided solely as a convenience to our visitors. Such Linked Sites are not under Reminderly’s control, and Reminderly is not responsible for and does not necessarily endorse the content or practices of such Linked Sites, including any information or materials contained on such Linked Sites. You will need to make your own independent judgment regarding your interaction with Linked Sites.

2. Description of service

General Description. The Reminderly Service allows you to receive and respond to SMS and Voice communications from participating businesses. Adults Only. The Reminderly Service is intended for adults only. You must be 18 years of age or older – or, if the age of majority in your state is greater than 18 years, you must have attained the age of majority in your state – or have the consent of your parent or guardian, to use the Service. In accordance with Federal Children’s Online Privacy Protection Act of 1998 (“COPPA”), Reminderly will never knowingly solicit, nor will it accept, personally identifiable information from users known to be under thirteen (13) years of age.

3. Conditions of use and user conduct

As a condition of use, you agree to the following:

  • You must not use the Service to harass, threaten, impersonate, or intimidate any person or business.
  • You must not upload, post, email, transmit, or otherwise make available any content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable.
  • You must not upload, post, email, transmit, or otherwise make available any content that is in violation of copyright or trademark law – or any other law protecting intellectual property in any jurisdiction – or that violates the publicity or privacy rights of any person or business.
  • You must not upload, post, email, transmit, or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “affiliate links,” or any other form of solicitation.
  • You must not transmit any worms or viruses or any code of a destructive nature.
  • You must comply with all applicable laws in your jurisdiction (including but not limited to intellectual property laws).
  • You must not use the Service for any illegal or unauthorized purpose. If you are an international user, you agree to comply with all local laws regarding online conduct and acceptable content.
  • You acknowledge that your use of the Service may involve the transmission of private information, including potentially personal health information, via unsecure means such as email.

4. Our intellectual property

All text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork, content, and computer code (collectively, “Reminderly Content”), including but not limited to the design, structure, selection, coordination, expression, “look and feel,” and arrangement of such Reminderly Content, contained on the Service is owned, controlled, or licensed by or to Reminderly, and is protected by trade dress, copyright, and trademark laws, and various other intellectual property rights. Except as expressly provided in this Agreement or otherwise permitted by law, no Reminderly Content may be used, copied, reproduced, modified, republished, uploaded, posted, publicly displayed, publicly performed (including by means of a digital audio transmission), encoded, translated, transmitted, or distributed in any way to any other computer, server, website, or any other medium for any purpose, without regard to whether that purpose is commercial or noncommercial in nature, without Reminderly’s express prior written consent.

5. Violation of this agreement – termination

You agree that Reminderly may, in its sole discretion and without prior notice, terminate your access to the Service and/or block your future access to the Service if we determine that you have violated this Agreement or other agreements or guidelines which may be associated with your use of the Service. If Reminderly does take any legal action against you – or you take action against Reminderly – as a result of a violation of this Agreement, the prevailing party will be entitled to recover from the non-prevailing party, and the non-prevailing party agrees to pay, all reasonable attorneys’ fees and costs of such action – in addition to any other relief granted to the prevailing party. You agree that Reminderly will not be liable to you or to any third party for termination of your access to the Service as a result of any violation of this Agreement or other agreements or guidelines that may be associated with your use of the Service.

6. Disclaimer of warranties

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. REMINDERLY AND ITS DIRECTORS, OFFICERS, EMPLOYEES AND LICENSORS (IF ANY) (THE “REMINDERLY AFFILIATES”) EXPRESSLY DISCLAIM ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, OR ANY WARRANTY OR CONDITION ARISING BY USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE. REMINDERLY AND THE REMINDERLY AFFILIATES MAKE NO WARRANTY THAT (a) THE SERVICE WILL MEET YOUR REQUIREMENTS; (b) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (c) USER CONTENT WILL BE HOSTED AND/OR TRANSMITTED WITHOUT INTERRUPTION OR CESSATION; (d) USER CONTENT WILL BE HOSTED AND/OR TRANSMITTED IN ACCORDANCE WITH THE PREFERENCES YOU SPECIFY, INCLUDING ANY PREFERENCES YOU SPECIFY REGARDING THE ANONYMITY AND/OR PRIVACY OF ANY USER CONTENT; (e) ANY PRODUCTS, SITES, INFORMATION, OR OTHER MATERIAL, WHETHER IN TANGIBLE OR INTANGIBLE FORM, PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS OR ANY STANDARD OF QUALITY; AND (f) ANY DEFECTS IN THE OPERATION OR FUNCTIONALITY OF THE SERVICE WILL BE CORRECTED. ANY MATERIAL, INFORMATION, OR DATA DOWNLOADED OR OTHERWISE ACCESSED OR OBTAINED THROUGH THE USE OF THE SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA, OR ANY OTHER HARM THAT MAY RESULT FROM THE DOWNLOAD OF SUCH MATERIAL. NO ADVICE, REPRESENTATION, OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM REMINDERLY OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

7. Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT REMINDERLY AND THE REMINDERLY AFFILIATES WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES THAT MAY BE INCURRED BY YOU, HOWEVER CAUSED. THIS INCLUDES, BUT IS NOT LIMITED TO, ANY LOSS OF PROFITS, GOODWILL OR BUSINESS REPUTATION; ANY LOSS OF DATA; ANY REPERCUSSION OF THE PUBLICATION OF ANY USER CONTENT YOU PROVIDE TO REMINDERLY; ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICE; OR ANY OTHER TANGIBLE OR INTANGIBLE LOSSES. THIS ALSO INCLUDES ANY LOSS OR DAMAGES THAT MAY BE INCURRED BY YOU AS A RESULT OF (a) ANY CHANGES THAT REMINDERLY MAY MAKE TO THE SERVICE; (b) ANY PERMANENT OR TEMPORARY CESSATION OF OR ERROR IN THE SERVICE; (c) THE PUBLICATION OF ANY USER CONTENT YOU PROVIDE TO REMINDERLY; OR (d) THE DELETION OR CORRUPTION OF OR FAILURE TO STORE ANY CONTENT OR OTHER PROPERTY MAINTAINED THROUGH THE SERVICE. THE LIMITATIONS AND EXCLUSIONS OF LIABILITY ABOVE SHALL APPLY IRRESPECTIVE OF THE THEORY OF LIABILITY, INCLUDING CONTRACT (INCLUDING FUNDAMENTAL BREACH), WARRANTY, PRODUCT LIABILITY, STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE), OR OTHER THEORY, EVEN IF WE (OR OUR AFFILIATES) HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU SPECIFICALLY ACKNOWLEDGE THAT REMINDERLY AND THE REMINDERLY AFFILIATES SHALL NOT BE LIABLE FOR USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

8. Exclusions and limitations

SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS THAT ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND, IN SUCH INSTANCES, THE REMINDERLY AFFILIATES’ LIABILITY WILL BE LIMITED ONLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

9. Indemnification

You will indemnify and hold Reminderly and/or the Reminderly Affiliates harmless from and against any and all liabilities and costs (including reasonable attorneys’ fees) incurred by Reminderly and/or the Reminderly Affiliates in connection with any claim arising out of your breach of the Agreement. Reminderly reserves the right, in its sole discretion, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.

10. General terms

Entire Agreement. This Agreement is the whole legal agreement between you and Reminderly. It governs your use of the Service and completely replaces any prior agreements between you and Reminderly with respect to the Service. Governing Law. You agree that all matters relating to your access to or use of the Service, including all disputes, will be governed by the laws of the United States and by the laws of the State of Colorado without regard to its conflicts of laws provisions, and that any action arising under this Agreement or otherwise related to the Reminderly Service must be brought in the State and Federal courts in Arapahoe County, Colorado. You agree to the personal jurisdiction by and venue in the State and Federal courts in Arapahoe County, Colorado, and waive any objection to such jurisdiction or venue. Dispute Resolution. In the event of any controversy or dispute between Reminderly and you arising out of or in connection with your use of the Service, the parties shall attempt, promptly and in good faith, to resolve any such dispute. If we are unable to resolve any such dispute within a reasonable time, then either party may submit such controversy or dispute to mediation. If the dispute cannot be resolved through mediation, then the parties shall be free to pursue any right or remedy available to them under applicable law. Statute Of Limitations. You agree that regardless of any statue or law to the contrary, any claim under this Agreement must be brought within one (1) year after the cause of action arises, or such claim or cause of action is forever barred. Severability of Terms; Non-waiver of Terms; Assignment. If any portion of the Agreement is held to be invalid or unenforceable, such provision shall be stricken and the remainder of the Agreement enforced as written. If Reminderly does not exercise or enforce any legal right or remedy including those contained in the Agreement or arising under applicable law, this will not be taken to be a formal waiver of our rights. Reminderly may assign or delegate all rights and obligations under the Agreement, fully or partially. Notices. Reminderly may provide you with notices, including those regarding changes to the Agreement, by email or through postings to the Service. If you have general questions, comments, or concerns regarding these Terms of Use, please contact us in writing at support@reminderly.com. Third Party Beneficiaries. Each Reminderly Affiliate is an intended third party beneficiary to this Agreement and shall be entitled to directly enforce and rely upon any provision of the Agreement that confers a benefit on them. Other than this, no other person shall be a third party beneficiary to the Agreement.

Terms and Services

These terms describe the terms on which Reminderly LLC (“Reminderly,” “we,” or “us”) provides the Reminderly website located at https://www.reminderly.com and https://app.reminderly.com (the “Reminderly Service” or the “Service”) to visitors and reviewers. You can always view the terms applicable to that account at https://www.reminderly.com/terms-of-service/.

1. Accepting the agreement

By using the Service, you are indicating that you expressly accept the following terms and conditions in this legal agreement (the “Agreement”) between you and any organization you represent (collectively, “you” or the “Customer”) and Reminderly LLC (“Reminderly”) governing your use of Reminderly’s online service and any related software you may install on your computer (the “Service”). If you are entering into this Agreement, you represent that you are authorized to accept the terms of this Agreement on behalf of yourself or the organization you represent. If you do not have such authority, or if you do not agree with the terms and conditions of this Agreement, you must not use the Service.

2. License grant & restrictions

Reminderly hereby grants the Customer, during the terms of this Agreement, the non-exclusive, non-transferable, worldwide right to use the Service, solely for the Customer’s own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to the Customer are reserved by Reminderly and its third party licensors or suppliers (collectively, the “Licensors”).

The Customer shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the content provided by or on behalf of Reminderly through the Service (the content) in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet “links” to the Service or “frame” or “mirror” any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service.

Customer agrees that Reminderly may publish, modify and amend any and all content appearing within Reminderly.com and all other internet domains or content feeds owned, managed, or controlled by Reminderly, including content consisting of promotions, advertisements and listings for non-competing local businesses, or products and services offered by Reminderly.

3. Ownership of intellectual property rights and Customer Data

The parties acknowledge and agree that, subject to the license grants contained in this Agreement, Licensor, retains all right, title and interest, including all related intellectual property rights, in and to the Reminderly technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations (collectively, Feedback) or other information provided by the Customer or any other party relating to the Service. Customer retains all right, title and interest to any and all patient or customer data including consumer review data captured by the Reminderly system (“Customer Data”) provided to Reminderly, subject to Reminderly’s right to use such Customer Data to provide the Service to Customer. This Agreement is not a sale and does not convey any rights of ownership in or related to the Reminderly Service, Reminderly technology, Reminderly Content, or Reminderly intellectual property to the Customer except for the limited licenses granted to the Customer under this Agreement. Any and all software, algorithms, applications, source codes, structures, sequences, routines, sub-routines and related programming, engineering or technological matter developed or created by Reminderly or its Licensors (and all copyrights, patents, trademarks and other proprietary rights related thereto) shall remain the sole, exclusive and perpetual property of Reminderly or its Licensors.

The trademarks, trade names, service names or logos associated with the Service (collectively, the “Marks”) are trademarks of Reminderly or its Licensors, and no right or license is granted to use them. Customer hereby acknowledges Reminderly or its Licensors’ perpetual and exclusive ownership of and title to the Marks and the goodwill attaching thereto. Customer agrees not to use or attempt to register any Mark that is confusingly or deceptively similar to the Marks.

4. Customer responsibility and passwords; Third-party software

You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You also will choose a password and a user name. You are entirely responsible for maintaining the confidentiality of your password and account. Furthermore, you are entirely responsible for any and all activities that occur under your account. You agree to notify Reminderly immediately of any unauthorized use of your account or any other breach of security. Reminderly will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. Customer warrants and represents that: (i) the content to be transmitted by or on behalf of Customer does not constitute SPAM; (ii) the content to be transmitted by or on behalf of Customer is not illegal, threatening, hateful, vulgar, obscene, libelous or defamatory and does not and will not infringe upon any trademark, patent, copyright, trade secret or other proprietary, publicity or privacy right of any third party; and (iii) Customer has complied and will comply with all applicable laws respecting its execution and performance of this Agreement.

The Reminderly Service receives data from third-party software systems, which will be designated by Customer in the process of setting up the Reminderly Service. If Customer elects to change, upgrade or materially alter the third party software system from which Reminderly receives data, Reminderly does not guarantee that all Customer Data or Service functionality will be preserved. Customer is responsible for communicating any changes in data structure, management system, or hardware upgrades that may impact Reminderly’s ability to receive and process Customer Data. In addition, Customer is responsible for providing Reminderly with accurate instructions and information regarding the third party systems and databases that the Service will interface with, and bears all responsibility for incomplete, inaccurate or otherwise faulty information regarding third party systems and Customer databases conveyed to Reminderly in connection with its set up or maintenance of the Service.

5. Client data and account information

Reminderly does not own any Customer Data, information or material that you submit to the Service in the course of using the Service. Except as needed to offer the Service or as required by law, Customer Data will not be disclosed, sold, assigned, licensed or otherwise disposed of by Reminderly to any third party. You, not Reminderly, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and, except as required by law, Reminderly shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data, or for the improper or erroneous upload or extraction of any Customer Data. Reminderly reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Customer Data immediately ceases, and Reminderly shall have no obligation to maintain or forward any Customer Data.

6. Limited liability

IN NO EVENT SHALL REMINDERLY, ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, LICENSORS, PARTNERS OR AFFILIATES BE LIABLE FOR: (I) ANY INDIRECT, INCIDENTAL, UNFORESEEABLE, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; (II) ANY DAMAGES FOR LOSS OF PROFITS, LOSS OF EARNINGS OR LOSS OF BUSINESS OPPORTUNITIES, EVEN IF REMINDERLY HAS BEEN ADVISED OR WARNED BY CUSTOMER OF THE POSSIBILITY OF SUCH DAMAGES; (III) COSTS OF PROCUREMENT OR SUBSTITUTE GOODS OR SERVICES; (IV) LOSS OF DATA OR OTHER CUSTOMER CONTENT RESULTING FROM DELAYS, NON-DELIVERIES, MISDELIVERIES, SECURITY BREACHES TO, SERVICE INTERRUPTIONS TO, OR ERRORS OR OMISSIONS RESPECTING THE SERVICE OR THE OPERATION OF REMINDERLY OR ITS LICENSORS’ NETWORKS; OR (V) LOSSES OR LIABILITIES DUE IN WHOLE OR IN PART TO INADVERTENT, PREMATURE OR UNAUTHORIZED RELEASE OR DISCLOSURE OF INFORMATION BY CUSTOMER VIA REMINDERLY OR ITS LICENSORS’ NETWORKS. THE TOTAL CUMULATIVE LIABILITY OF REMINDERLY TOGETHER WITH ITS SUBSIDIARIES, OFFICES, DIRECTORS, EMPLOYEES, LICENSORS, PARTNERS AND AFFILIATES TO CUSTOMER OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE IS LIMITED TO THE AMOUNT OF FEES CUSTOMER PAYS TO REMINDERLY IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY. The foregoing limitations will apply even if Reminderly has been notified of the possibility of such damages and notwithstanding the failure of the essential purpose of any limited remedy. No action or claim relating to this Agreement shall be made against Reminderly or its Licensors, subsidiaries, officers, directors, employees, partners or affiliates by Customer or on Customer’s behalf more than 12 months after the event giving rise to such action or claim.

7. Indemnity

You agree to indemnify and hold Reminderly (including its parent, subsidiaries, affiliates, officers, directors, agents, and employees, contractors, sub-contractors, Licensors, partners and affiliates) harmless from any claim or demand, including reasonable attorney’s fees, made by any third party due to or arising out of your breach or alleged breach of this Agreement or the documents it incorporates by reference, or your violation of any law or the rights of a third party (including without limitation any negligent, willful, tortious or illegal conduct by you affecting a third party).

8. Term

This Agreement is billed in accordance with Section 10 below. This Agreement will automatically renew on the anniversary of the Effective Date of this Agreement unless Reminderly is notified in writing at least 5 calendar days prior to the renewal date.

9. Termination

Any breach of your payment obligations or unauthorized use of the Reminderly Technology, Content or Service, or Breach of the Public Review Policy (defined below) will be deemed a material breach of this Agreement. Reminderly, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement. In addition to any other rights granted to Reminderly herein, Reminderly reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent, if you violate the Reminderly Public Review and Comment Policy, the Reminderly Terms of Use, otherwise engage in fraudulent or unlawful activities, or at any time in its sole discretion. You agree and acknowledge that Reminderly has no obligation to retain the Customer Data, and may delete such Customer Data, if you have materially breached this Agreement, including but not limited to failure to pay Service Fees, and such breach has not been cured within 15 days of notice of such breach. In addition, Reminderly may terminate this Agreement in the event that you request a refund pursuant to Section 11 in three consecutive months. Reminderly will have no liability for any suspension or termination of your account in accordance with this paragraph.

10. Billing & pricing

Reminderly charges and collects in advance for use of the Service. Reminderly will automatically renew and bill your credit card or issue an invoice to you (a) every month for monthly licenses and fees, (b) every quarter for quarterly licenses and fees, (c) each year on the subsequent anniversary for annual licenses, or in (d) an otherwise mutually agreed upon manner. The renewal charge will be equal to the then-current license fee in effect at the time of renewal. Fees for other services will be charged on an as-quoted basis, including but not limited to:

10.1 Taxes

Unless otherwise stated, Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). You are responsible for paying all Taxes associated with your purchases or use of Reminderly. If Reminderly has the legal obligation to pay or collect Taxes for which you are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by you, unless You provide Reminderly with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Reminderly is solely responsible for taxes assessable against it based on its income, property and employees.

11. Credit card authorization

By submitting your credit/debit card (“Bank Card”) data to Reminderly, you authorize Reminderly in its complete discretion to submit a financial transaction(s) to your issuing bank for settlement. You agree that once Reminderly has approved or declined your transaction, Reminderly has fully performed under the terms of this Agreement. You agree to contact Reminderly in the event that you desire to cancel any recurring charge, prior to the next billing cycle. Should you fail to contact Reminderly, you agree to indemnify and hold Reminderly harmless from any losses or damages that you suffer as a result of a recurring charge. Remindelry may be contacted at: support@reminderly.com. If you think that there is an error on your account, including an incorrect amount or unauthorized transaction, you agree to contact Reminderly prior to the next billing cycle. Upon proper notification, Reminderly, in its sole discretion may issue a credit to your Bank Card.

12. Representations & warranties

Each party represents and warrants that it has the power and authority to enter into this Agreement. Reminderly represents and warrants that it will provide the Service in a manner consistent with generally accepted industry standards. Customer represents and warrants that Customer has not falsely identified itself or its corporate entity nor provided any false information to gain access to the Service and that all Bank Card and other billing information that Customer has provided is correct. THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”. EXCEPT AS EXPLICITLY SET FORTH ABOVE, REMINDERLY IS NOT PROVIDING ANY WARRANTIES AND REPRESENTATIONS REGARDING THE SERVICE, CONTENT OR TECHNOLOGY, AND REMINDERLY AND ITS LICENSORS, DISTRIBUTORS, PARTNERS AND AFFILIATES (COLLECTIVELY, THE “AFFILIATES”) DISCLAIM ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO THE SERVICE, CONTENT AND TECHNOLOGY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, FREEDOM FROM VIRUSES OR OTHER HARMFUL CODE, OR FITNESS FOR ANY PARTICULAR PURPOSE. FURTHER, REMINDERLY AND THE AFFILIATES WILL NOT BE LIABLE FOR ANY DELAY, DIFFICULTY IN USE, INACCURACY OF INFORMATION, COMPUTER VIRUSES, MALICIOUS CODE OR OTHER DEFECT IN THE SERVICE, OR FOR ANY OTHER PROBLEMS EXPERIENCED BY THE CUSTOMER DUE TO CAUSES BEYOND REMINDER’S OR THE AFFILIATES’ CONTROL.

13. Text message compliance

You agree to adopt the opt-in process comprising of you may only use text message services for those customers with which you have an existing business relationship and which have indicated that they accept correspondence from you. For reliable delivery, you must adhere to message limitations including length and delivery. You may not attempt to spoof sender domains, send spam or other offending text message practices including those covered in Section 4 of this Agreement. Because of carrier technologies, Reminderly makes no expressed or implied warranty of individual message receipt. Standard text message rates apply for all text message services. When Reminderly uses “short code” technology to engage in 2-way sms communication with consumers, Reminderly does not guarantee delivery to all mobile carriers if short code technology is not accepted. Reminderly is not liable for any issues that arise associated with the content that you provide or unforeseen liabilities of it being delivered.

14. Governing law; venue; waiver of class action

This Agreement will be interpreted, construed, and enforced in all respects in accordance with the laws of the State of Colorado, without reference to its choice of law principles to the contrary. The Customer will not commence or prosecute any action, suit, proceeding or claim arising under or by reason of this Agreement other than in the state or federal courts located in Arapahoe, Colorado. The Customer irrevocably consents to the jurisdiction and venue of the courts identified in the preceding sentence in connection with any action, suit, proceeding, or claim arising under or by reason of this Agreement. To the extent permitted by applicable law, each party agrees that it will not bring or participate in any class action against the other party or its partners or affiliates relating to this Agreement or the Services, and each party hereby waives any rights to bring such claims.

15. Miscellaneous

If any provision of this Agreement is found to be invalid or unenforceable, then the remainder of this Agreement will have full force and effect, and the invalid provision will be modified, or partially enforced, to the maximum extent permitted to effectuate the original objective. This Agreement will bind and inure to the transferee of a party’s business, and will be enforceable in the event of a change in ownership or control. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and merges and supersedes all prior agreements, understandings, negotiations, and discussions. Neither of the parties will be bound by any conditions, definitions, warranties, understandings, or representations with respect to the subject matter hereof other than as expressly provided herein. Failure by either party to enforce any term of this Agreement will not be deemed a waiver of future enforcement of that or any other term in this Agreement or any other agreement that may be in place between the parties. The section headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. This Agreement is not intended to confer any right or benefit on any third party, and no action may be commenced or prosecuted against a party by any third party claiming as a third-party beneficiary of this Agreement or any of the transactions contemplated by this Agreement. No oral explanation or oral information by either party hereto will alter the meaning or interpretation of this Agreement. No amendments or modifications will be effective unless in a writing signed by authorized representatives of both parties.

16. Questions

If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to support@reminderly.com.