Terms And Conditions Of Use

reply7.com

Your Acceptance of these Terms and Conditions; Restrictions on Use
The Terms and Conditions of Use (the "Terms and Conditions") set forth herein are legally binding terms and restrictions on your use of the reply7.com website and all of the content, applications and services offered from time to time by, on or through the reply7.com website (collectively the website and all of its content, applications and services offered from time to time are referred to herein as the "Website"). BY ACCESSING, VISITING AND/OR USING THE WEBSITE AND REGARDLESS OF WHETHER YOU HAVE REGISTERED AS A USER OF THE WEBSITE, YOU AGREE TO BE LEGALLY BOUND BY THESE TERMS AND CONDITIONS, THE REPLY7.COM PRIVACY POLICY AND ANY OTHER POLICY WHICH IS CONTAINED ON THE WEBSITE, EACH OF WHICH IS INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS DO NOT ACCESS, VISIT OR USE THE WEBSITE. In addition to complying with these Terms and Conditions, you agree to comply with any and all applicable laws with respect to your use of the Website.

BY ACCESSING, VISITING AND/OR USING THE WEBSITE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. THESE TERMS AND CONDITIONS CONTAIN A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES.

Eligibility
Use, access and/or visiting of the Website is void where prohibited by law. By using, accessing and/or visiting the Website, you are representing and warranting to reply7.com and its owner and operator REPLY7, Inc., a Texas corporation ("REPLY7"), that you (1) are 18 years of age or older, an emancipated minor, or possess legal parental or guardian consent and (2) that you are fully able and competent to enter into and abide by these Terms and Conditions. Notwithstanding the previous sentence, you affirm that you are over the age of 13. IF YOU ARE UNDER THE AGE OF 13 DO NOT USE THE SERVICES AND/OR VISIT THE WEBSITE.

Your Limited License to Use the Website
REPLY7 grants to you a revocable, non-exclusive, non-transferable, non-sublicensable license to use the Website in accordance with these Terms and Conditions. You may only use the Website for the permitted uses described herein. All other rights in and to the Website, including, without limitation, all copyright, trademark, service mark and other intellectual property rights, including any goodwill associated therewith, are retained by REPLY7.

Upon payment of the appropriate fees as charged by REPLY7 for its products and services from time to time, REPLY7 grants to you a revocable, non-exclusive, non-transferable, non-sublicensable license to use the services offered from time to time at its Website (collectively the "Services") in the United States in order for you to create customized signs (collectively the "Signs") and customized Keywords and Text Content (as defined below) for your use in accordance with these Terms and Conditions. You may ONLY use the Website, Services and Signs for the Permitted Uses described below.

Your Responsibility for User Name and Password
In the event you register as a user of the Website, you acknowledge and agree that you will be responsible for each and every access or use of REPLY7’s Website with your user name and password, and that REPLY7 is authorized to accept your user name and password as conclusive evidence that you wish to use the Website and Services, including, without limitation, the purchase of Signs, and upload any Uploaded Material into the Website pursuant to these Terms and Conditions. REPLY7 shall have no liability or responsibility to monitor the use of your user name and password.
Keywords and Text Content

With respect to each Home (as defined below), you will select and license, on a revocable, non-exclusive, non-transferable, non-sublicensable basis, one keyword consisting of letters, numbers or a combination of letters and numbers (individually a "Keyword" or collectively the "Keywords"), which will provide third parties access to further data about the Home (i.e. the Text Content (as defined below)) when such party uses REPLY7's Services. Each Home may only have one Keyword associated with it, and such Keyword will be included on the Sign(s) ordered by you with respect to that Home. REPLY7 provides no guarantee that a particular Keyword will be available for license to and use by you from time to time. You are solely responsible for selecting and/or authorizing the Keyword for each Home and verifying the accuracy and completeness thereof. If you select and order any Signs with the incorrect Keyword, you are required to pay for the incorrect Signs and order new Signs with the correct Keyword (if that Keyword remains available for license and use at the time of your order). REPLY7 reserves the right to revoke, cancel or change a selected Keyword at any time for any reason, and in such case you will not be entitled to a refund.

With respect to each Home and related Keyword in your activated account upon registration with REPLY7, you agree to provide REPLY7 with word content (the "Text Content") which will be sent by REPLY7 to third-party users (individually a "User" and collectively the "Users") via a text message to his or her cellular phone when such User requests the Text Content by use of REPLY7's Services and designation of the appropriate Keyword; provided, however, that with respect to each Keyword REPLY7 will only send Text Content to a maximum number of Users within a one-month period, with each one-month period beginning on the date of the month on which you initially activated such Keyword. The maximum number of monthly Users to which REPLY7 will send Text Content for each Keyword is set forth in your subscription package and may be changed from time to time by REPLY7 in its sole and absolute discretion immediately upon written notice to you. You are solely responsible for providing REPLY7 with the Text Content for each Keyword and verifying the accuracy and completeness of the same.

By uploading the Text Content on the Website, you hereby grant to REPLY7 a non-exclusive, sub-licensable, worldwide license to use, modify, publicly perform, publicly display, reproduce, and distribute such Text Content in order for REPLY7 to administer and provide the Services to you and the Users. The license you provide to REPLY7 is sub-licensable so that REPLY7 is able to use its affiliates and partners to provide services necessary for the provision of its Services.

YOU HEREBY ACKNOWLEDGE AND AGREE THAT REPLY7 IS ONLY ABLE TO TRANSMIT THE TEXT CONTENT TO USERS WHEN SUCH SERVICES ARE AVAILABLE AND AUTHORIZED BY THE USER'S THIRD-PARTY WIRELESS PROVIDER, THAT REPLY7 IS ONLY RESPONSIBLE FOR TRANSMITTING THE TEXT CONTENT ONE TIME AND THAT REPLY7 IS NOT RESPONSIBLE FOR RESENDING OR ENSURING THAT THE TEXT CONTENT IS ACTUALLY SENT BY THE WIRELESS PROVIDER OR RECEIVED BY THE USER. FURTHER, YOU HEREBY ACKNOWLEDGE AND AGREE THAT THE SERVICES AND TRANSMISSION OF THE TEXT CONTENT IS NOT CURRENTLY AND WILL NOT IN THE FUTURE BE AVAILABLE AND AUTHORIZED BY ALL WIRELESS CARRIERS. FURTHER, YOU HEREBY ACKNOWLEDGE AND AGREE THAT REPLY7 MAKES NO GUARANTEE OR WARRANTY THAT THE TEXT CONTENT WILL BE DELIVERED TO THE USER AT ALL OR WITHIN A CERTAIN PERIOD OF TIME OF SUCH USER'S REQUEST.

Permitted and Prohibited Uses
You may ONLY use the Website and Services to create customized Signs, Keywords and Text Content for your own advertising and promotional purposes with respect to the sale of single family residences (i.e. homes, condos, etc. to be occupied for personal use) (individually a "Home" or collectively "Homes"). You may NOT: (a) use the Website, Services, Signs, Keywords or Text Content for advertising and promotional purposes with respect to the sale of any real property other than Homes or any personal property; (b) use the Signs except as specifically permitted in these Terms and Conditions; (c) create or contract with a party other than REPLY7 to create signs or other advertising or promotional materials in any medium which include the Keyword and/or REPLY7's Trademarks, short code or Website address; (d) use the Signs to create customized materials for use by any other person or entity; (e) publish or distribute the Signs in any computer readable format; (f) sublicense, lease, assign or otherwise transfer the Signs; (g) modify or make copies of the Signs; or (h) merge all or any part the Signs into another template or program or create derivative works from the Signs.

Your Responsibility for Uploaded Information
You acknowledge that REPLY7 PROHIBITS the use or uploading of any information or material in or on the Website that infringes on any patent, trademark, copyright, trade secret, right to privacy, right to publicity, or any other applicable law or proprietary right. By uploading any information or material to the Website, including but not limited to Keywords and Text Content (collectively any information or material you upload to the Website being referred to herein as the “Uploaded Material”), you are representing to REPLY7 that you have the right to use that Uploaded Material in the manner expected when it is uploaded. You are responsible for the accuracy, completeness and quality of all Uploaded Material and agree to use this Website only for lawful purposes. You are PROHIBITED from uploading any unlawful, harmful, threatening, abusive, harassing, defamatory, libelous or obscene material of any kind, including, without limitation, any material that encourages criminal conduct, gives rise to civil liability or otherwise violates any applicable local, state, federal or international law.

REPLY7's Disclaimer and Rights Regarding Uploaded Materials
REPLY7 does not and cannot review all Uploaded Material and is not responsible for the content, accuracy, completeness, quality, or consequences of your uploading any Uploaded Material to the Website for use with respect to the Signs or otherwise. Notwithstanding the foregoing, REPLY7 reserves the right, without prior notice to or authorization from you, to delete, remove, refuse to accept or edit all Uploaded Material that it determines, in its sole discretion, violates or may violate these Terms and Conditions, the intellectual or proprietary rights of any person or entity, any of REPLY7's policies or is otherwise unacceptable to REPLY7 for any reason. REPLY7 shall have the right, but not the obligation, to correct any errors or omissions in any Uploaded Material, as it determines in its sole discretion.

REPLY7's Intellectual Property Rights and Use
All information in or on REPLY7’s Website, including, without limitation, the templates for the Signs, is copyrighted by REPLY7 unless otherwise indicated. All rights are reserved by REPLY7, and no content from this Website, including the templates for the Signs, may be reproduced, downloaded, disseminated, published or transferred in any form or by any means, except as permitted by these Terms and Conditions or with the prior written consent of REPLY7 in each instance. No part of the Website may be otherwise or subsequently reproduced, downloaded, disseminated, released, published or transferred in any form or by any means, except as permitted by these Terms and Conditions or with the prior written permission of, and with express attribution to REPLY7. Copyright infringement is a violation of federal law subject to criminal and civil penalties.

Fees and Payment
In the event that you register as a user of the Website and activate your account, you agree to pay REPLY7 for its Services and the Signs in accordance with the fee schedule posted on REPLY7's Website from time to time. You understand that there is a one-time set up fee for your account (the “Set-Up Fee”), an ongoing monthly access charge for each Keyword in your account to remain active (the “Monthly Access Fee”), and additional charges for each Sign you order from REPLY7. If you allow your account to become inactive, you will be required to again pay the Set-Up Fee to reactivate your account. REPLY7 will initially bill you on the date you activate your account (your "Master Billing Date"), and will continue to bill you thereafter until termination of your account monthly on the Master Billing Date for your Monthly Access Fees (or pro rata portion thereof for any partial month in the sole discretion of REPLY7) and any additional amounts due under these Terms and Conditions. All fees payable to REPLY7 for its products and Services must be payable by credit card.

Collection and Use of Your Personal Data
You hereby acknowledge that REPLY7 intends to and will collect, retain, and disclose information and data collected from you in accordance with REPLY7's Privacy Policy located on its Website from time to time (the "Privacy Policy"). You hereby consent, as a condition of your use of the Website and Services, to the collection, use, processing and transfer of personal data as described in these Terms and Conditions and the Privacy Policy. You understand that in the event you register as a user of the Website REPLY7 will collect and retain personal or non-public information about you, including, without limitation, your name, address, telephone number, email address, company affiliation, data related to your Keywords and the homes listed with respect to such Keyword, including, without limitation, number of homes listed, price of homes, type of homes, locations, etc., credit card account information, and amount and types of purchases (collectively the "Data") for the purpose of providing you with the Services. You further acknowledge and agree that REPLY7 may provide Data to its affiliates, suppliers, vendors and/or their agents and employees, and that such parties may transfer Data amongst themselves, as necessary for the provision Services to you. For purposes of clarification, you acknowledge and agree that REPLY7 may transfer your Data: (a) to third parties assisting REPLY7 in evaluating your eligibility for, provision of, administration and management of the Services, as well as under circumstances described in the Privacy Policy, as may be modified from time to time; (b) with third parties that assist REPLY7 in providing products and services that you have requested; (c) with third parties that provide support, marketing or advertising services to or on behalf of REPLY7 or (d) as otherwise permitted by law from time to time. While REPLY7 uses commercially reasonable efforts to safeguard your Data transmitted while using the Services, REPLY7 does not warrant that the Data will be transported without unauthorized interception or modification or that the Data will not be accessed or compromised by unauthorized third parties.

Signs
You hereby acknowledge and agree that you are solely responsible for any costs associated with lost or damaged Signs, unless such damage or loss is solely a result of the fault of REPLY7 or its agents.

While every effort is made to provide quality Services and Signs, REPLY7 does not guarantee the performance or creative quality of its Services or the Signs. Use of REPLY7’s Services and Signs should be undertaken only after your independent review of the creative quality and performance. The Services and Sign templates are subject to change at any time by REPLY7 without notice to past, current or prospective visitors.

No Warranties
THE SERVICES AND SIGNS ARE PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THOSE OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, INCLUDING NON-INFRINGEMENT OF PATENTS, COPYRIGHTS AND OTHER INTELLECTUAL PROPERTY RIGHTS OF OTHERS OR ANY WARRANTY ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. REPLY7 DOES NOT REPRESENT OR WARRANT THAT THE SERVICES OR SIGNS WILL MEET YOUR REQUIREMENTS OR THAT THEIR USE WILL BE UNINTERRUPTED OR ERROR FREE. YOU EXPRESSLY ACKNOWLEDGE THAT THE SERVICES ARE COMPUTER NETWORK-BASED SERVICES, WHICH MAY BE SUBJECT TO UNAVAILABILITY, OUTAGES, INTERRUPTIONS, ATTACKS BY THIRD PARTIES AND DELAY OCCURRENCES. YOU SHALL BEAR THE ENTIRE RISK AS TO THE QUALITY OF THE SERVICES AND SIGNS OR THAT THEY WILL SATISFY YOUR NEEDS.

Limitation on Liability
REPLY7, ITS DIRECTORS, SHAREHOLDERS, OFFICERS, EMPLOYEES, AGENTS AND AFFILIATES SHALL NOT BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES WHATSOEVER THAT YOU OR ANY OTHER PERSON SUFFERS OR INCURS, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE OR PROFIT, LOST OR DAMAGED DATA OR OTHER COMMERCIAL OR ECONOMIC LOSS, EVEN IF REPLY7 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR THEY ARE FORESEEABLE. THE MAXIMUM AGGREGATE LIABILITY THAT REPLY7 AND ITS DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS SHALL HAVE TO YOU UNDER THESE TERMS AND CONDITIONS SHALL NOT EXCEED THE FEES PAID BY YOU TO REPLY7 DURING THE 30-DAY PERIOD PRECEDING THE CLAIM FOR THE LOSS YOU SUFFER OR INCUR. THE LIMITATIONS ON LIABILITY UNDER THIS PARAGRAPH WILL SURVIVE TERMINATION OF YOUR ACCOUNT FOR ANY REASON. In states which do not allow some or all of the above limitations, liability shall be limited to the greatest extent permitted by applicable law.

REPLY7 MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE WITH RESPECT TO THIRD PARTY PRODUCTS OR SERVICES.

Indemnification
You hereby agree to indemnify, defend and hold harmless REPLY7, its directors, shareholders, officers, employees, agents and affiliates from and against any and all causes of action, claims, costs, damages, losses and expenses, including, without limitation, reasonable attorneys’ fees, arising from or as a result of: (a) your breach of an representation or warranty in these Terms and Conditions, (b) your breach of any covenant or obligation in these Terms and Conditions, and (c) your use of the Services and purchase and use of the Signs in general, whether or not such use is authorized by these Terms and Conditions, including, without limitation, any claims made by Users of REPLY7’s Services as a result of or in response to your use of the Services and/or Signs and any other claims made by third parties, including the Users, due to your use of the Services or Signs, including, without limitation, claims for physical or property damage due to your use, placement and handling of the Signs. Your indemnification obligations will survive termination of your account for any reason.

Links to Other Web Sites and Resources
At certain places on the Website, live "links" to other Website addresses and resources can be accessed. The links are for convenience purposes only, and the inclusion does not imply that REPLY7 endorses these websites. Such external websites contain information created, published, maintained or otherwise posted by institutions or organizations independent of REPLY7. REPLY7 does not guarantee the accuracy, completeness, timeliness or quality of information available from other websites. Use of any information from other websites is voluntary, and reliance on it should be undertaken only after an independent review of its accuracy, completeness, timeliness and quality. REPLY7 shall not be liable, directly or indirectly, for any damage or loss caused, or alleged to be caused, by, or in connection with, the use of, or the reliance upon, any information, content, goods or services available on or through any third party websites, including resources linked to this Website.

Internet Software or Computer Viruses
Internet software or transmission problems may produce inaccurate or incomplete copies of information contained on this Website. Computer viruses and other destructive computer code may also be inadvertently downloaded from this Website. REPLY7 shall not be responsible or liable for any software, computer viruses or other computer code that may adversely impact your use of your computer equipment or other property on account of your access to, use of, or browsing on this Website or your downloading of any Signs or other material as permitted by these Terms and Conditions. REPLY7 recommends that you install appropriate anti-virus or other protective software.

Governing Law and Dispute Resolution
By accessing, visiting or using the Website, you agree that these Terms and Conditions will be governed by the laws of the State of Texas, without giving effect to its choice of laws provisions. Further, you agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms and Conditions.

Any dispute, controversy or claim arising out of or relating to these Terms and Conditions, or any breach or threatened breach of these Terms and Conditions, except as set forth below, shall be decided and settled by binding arbitration in accordance with Title 9 of the U.S. Code (United States Arbitration Act) and the Commercial Arbitration Rules of the American Arbitration Association then in effect, subject to the limitations and restrictions set forth below. The place of arbitration shall be Houston, Texas. Notice of a demand for arbitration shall be filed in writing with the other party to these Terms and Conditions and with the American Arbitration Association. Notice of such demand shall be made promptly after such claim or dispute arises and in no event may the demand for arbitration be made if institution of legal or equitable proceedings arising out of such claims or dispute would be barred by the applicable statute of limitations. The arbitrator(s) shall have the discretion to order a pre-hearing exchange of information by the parties, including, without limitation, production of requested documents, exchange of summaries of testimony of proposed witnesses, and examination by depositions of parties. In the event that the arbitrator(s) find that any provision of these Terms and Conditions is vague or ambiguous, the parties agree that the arbitrator(s) shall construe such provision in accordance with the intent of the parties as determined by the arbitrator(s); and the arbitrator(s) shall not disregard or eliminate any such provision. Notwithstanding any contrary provision contained herein, any party may in his, her or its sole discretion file an action with a court seeking equitable or injunctive relief to maintain the status quo until such time as the arbitration award is rendered or the controversy is otherwise resolved. Each of the parties further agrees that, in addition to all other remedies, the arbitrator(s) shall be empowered to enforce these Terms and Conditions by specific performance, injunction or other equitable remedy. If an injunction or other equitable remedy is granted, the injured party hereby waives any right to require a bond, and if such a bond is required by law and may not be waived, hereby consents to the lowest bond amount allowed by law. The parties agree and acknowledge that these Terms and Conditions has been made and entered into in the State of Texas and consent to and waive any objection to the jurisdiction of and venue in any state or federal court located in the State of Texas. The award rendered by the arbitrator(s) may be entered and enforced in any court having competent jurisdiction. Nothing contained herein shall apply to any claims between the parties arising out of proceedings, actions or claims filed by third parties, including but not limited to the parties’ respective rights for indemnification or contribution.

Miscellaneous
These Terms and Conditions constitute the complete agreement between the parties with respect to your use of REPLY7's Website, the Services and the Signs. REPLY7's waiver of any condition or covenant of these Terms and Conditions, or its failure to exercise a right or remedy available to it, shall not constitute a further waiver of the same or any other condition, covenant, right or remedy. If any provision of these Terms and Conditions is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability shall not effect any other provision hereof and such other provisions shall be interpreted and construed as if the invalid, illegal or unenforceable provisions had never been contained herein.