Terms of Service
2. The Services
Services (as defined below) described on the REI Ringless Sites may or may not be available in all countries or regions of the world, may be available under different trademarks in different countries and, where applicable, may be approved or cleared by a government regulatory body for sale or use with different indications and restrictions in different countries. You agree to use the REI Ringless Services in accordance with all applicable guidelines and laws.
The Services consist of one or more of the following: a web-based interface, access to your uploaded telephone number lists, Direct Inward Dialing Numbers (“DIDs”), direct-to-voicemail messaging applications, data encryption, data transmission, data access, data storage and, if applicable, synchronization software, as well as software maintenance and upgrades and customer support, that enable you to send messages to recipients designated by you (collectively, the “Services”) (the “REI Ringless Sites” in concert with the “Services,” collectively the “REI Ringless Services”). We transmit messages initiated by you or sent to you by others through different routes, and the level of reliability and support for special features varies according to the route. You are responsible for obtaining and maintaining all computer hardware, software and communications equipment needed to access the Services, and for paying all access charges (e.g., ISP, telecommunications) incurred while using the Services.
REI Ringless only provides that the Services are processed correctly and further transmitted by the REI Ringless Sites to the applicable network. REI Ringless is not responsible for the final delivery of any communication initiated through REI Ringless Services, as this is out of our control and is the responsibility of downstream communications carriers.
REI Ringless may on occasion transmit messages via other major telecommunications companies and mobile network operators, and thus REI Ringless’s influence over the timing of the transmission of your messages may be within the technical constraints imposed upon REI Ringless. While REI Ringless shall use commercially reasonable efforts to transmit your messages to the applicable network for final delivery to your designated recipients as fast as possible, we cannot commit to, and do not guarantee, a specific maximum delivery time. Such times depend on various network and system-related factors among the various entities involved in the transportation of your messages across the public switched telephone network and/or Internet. REI Ringless is not liable for any loss incurred by the failure of a message to be delivered, and you acknowledge that damages for financial or other loss resulting from delivery failure cannot be claimed from REI Ringless for any such non-deliveries. Furthermore, you agree that message contents are deemed to have zero value.
3. Usage Policy
You represent and warrant that the owners of the phone numbers you initiate messages to through the REI Ringless Services have consented or that you otherwise have the legal ability to send the messages. You agree that you will include clear opt-out/unsubscribe information on your messages when required to do so by any applicable law or regulation and otherwise adhere to the Consumer Best Practices Guidelines promulgated by the Mobile Marketing Association, if applicable to your messages. You further agree that any individuals requesting “Do-Not-Call” (“DNC”) status shall immediately be placed on your DNC/BLACKLIST accounts list and you further agree that you will not initiate any subsequent messages to any individuals after they request DNC status. You also agree to honor all applicable time-of-day (“curfew”) and holiday restrictions.
You agree to familiarize yourself with and abide by all applicable local, state, national and international laws and regulations and are solely responsible for all acts or omissions that occur under your account, including without limitation the content of the messages that you create and initiate through the REI Ringless Services. Without limiting the foregoing, you agree to familiarize yourself with the legalities of any messages and campaigns transmitted through the REI Ringless Services by visiting the following websites:
- Federal Trade Commission, http://www.ftc.gov
- Federal Communications Commission, http://www.fcc.gov
- DoNotCall Registry Info, http://www.donotcall.gov
The Telephone Consumer Protection Act (“TCPA”), the Federal Trade Commission, the Federal Communications Commission, the DNC list registry rules (http://www.donotcall.gov) and various state laws, rules and regulations place restrictions on certain types of phone calls and text messages. REI Ringless is in no way attempting to interpret any laws, rules, or regulations. This information is provided merely as a courtesy and is not intended to replace your responsibility to familiarize yourself with and abide by the legal requirements pertaining to your messages and campaigns prior to using the REI Ringless Services. You are ultimately responsible to make your own informed decisions regarding your messages and campaigns.
You shall schedule campaigns responsibly and in a manner that is courteous to the recipients pursuant to local, state, national, and international calling time rules and regulations. You are solely responsible for obtaining any rights or licenses to any data, including without limitation sound files, for inclusion in any outbound messages and campaigns. If you are unfamiliar or unclear on the legalities of any message or campaign, you must consult with your attorney prior to your use of the REI Ringless Services.
You acknowledge that some messaging technology has yet to be directly addressed by regulatory bodies and hence the use of such technology, including of certain direct-to-voicemail or “ringless” messaging technology, may be subject to undecided or gray areas of the law. You assume all risks related to the same as we have not and cannot make any representations to you regarding the compliance position of our products. It is your sole responsibility to investigate the legal compliance of both the technology and your campaigns and ensure that you do not violate the law or otherwise use the Services irresponsibly.
You accept that the REI Ringless Services are provided for professional use only, and you agree that your use of the REI Ringless Services shall not include:
- Sending unsolicited marketing messages or broadcasts (i.e. spam);
- Sending any calls to life-line services, such as hospitals, fire, police, 911 or utility- related telephone numbers;
- Using strings of numbers as it is unlawful to engage two or more lines of a multi-line business;
- Delivering messages except during permissible times and on permissible days;
- Delivering numerous messages to a person on a single day, or otherwise engaging in any conduct which might be construed as harassing or intimidating;
- Harvesting, or otherwise collecting information about others, without their consent;
- Misleading others as to the identity of the sender of your messages, by creating a false identity, impersonating the identity of someone/something else or by providing contact details that do not belong to you;
- Transmitting, associating or publishing any unlawful, racist, harassing, libelous, abusive, threatening, demeaning, immoral, harmful, vulgar, obscene, pornographic, or otherwise objectionable material of any kind;
- Transmitting any material that may infringe upon the intellectual property rights of third parties including trademarks, copyrights or other rights of publicity;
- Transmitting any material that contains viruses, trojan horses, worms, time bombs, cancel-bots or any other harmful/deleterious programs;
- Interfering with, or disrupting, networks connected to the REI Ringless Services or violating the regulations, policies or procedures of such networks;
- Attempting to gain unauthorized access to the REI Ringless Services, other accounts, computer systems or networks connected to the REI Ringless Services, through password mining or any other means;
- Interfering with another’s use and enjoyment of the REI Ringless Services or REI Ringless Sites; or
- Engaging in any other activity that REI Ringless believes could subject it to criminal liability or civil penalty/judgment.
You agree to provide legal contact information in any outbound campaign within the initial greeting message. You further agree that REI Ringless is, under no circumstances, responsible for the contents and/or accuracy of your messages and REI Ringless will only transmit them on the basis of good faith that you use the REI Ringless Services in accordance with this Agreement. You will provide your own sound files for all outbound campaigns. REI Ringless will not be liable for any misuse of the REI Ringless Services by you. REI Ringless is not responsible for the views and opinions contained in any of your messages.
Customer will not purposely route calls to high cost non-RBOC (Regional Bell Operating Company) areas for origination or termination of telecommunications traffic on the REI Ringless system. Calls may be monitored and reported upon each billing cycle to ensure sound traffic patterns. Excessive routing of high-cost calls will be addressed to Customer by REI Ringless and fines may be assessed to recover excess charges from REI Ringless VoIP termination companies.
4. Content Submission / Discussion Areas
You agree that any information or materials that you or individuals acting on your behalf provide to REI Ringless (other than information required for your use of the Services as contemplated herein) will not be considered confidential or proprietary. By providing any such information or materials to REI Ringless (other than information required for your use of the Services as contemplated herein), you grant to REI Ringless an unrestricted, irrevocable, worldwide, royalty-free, perpetual license to use, reproduce, display, publicly perform, transmit, make derivative works of, and distribute such information and materials, and you further agree that REI Ringless is free to use any ideas, concepts or know-how that you or individuals acting on your behalf provide to REI Ringless. In connection with such information and materials, you warrant and represent to REI Ringless that you have all rights, title and interests necessary to provide such content to REI Ringless, and that your provision of the content to REI Ringless shall not infringe any third party’s proprietary or personal rights, including but not limited to any trademark, copyright, patent, or trade secret.
REI Ringless may at its option provide you with one or more areas within the REI Ringless Sites for online discussions (e.g. message boards, wikis, chat rooms, or blogs). Should you choose to participate in such a forum, you agree not to utilize the forum for illegal or inappropriate purposes. REI Ringless reserves the right but will not be obligated to edit or delete postings to its forums at any time and for any reason. REI Ringless shall also have no responsibility or liability for any content created or posted by you or other third parties within any online forum.
5. Username / Password
As part of the registration process you will need a username and/or password. You shall provide REI Ringless with accurate, complete, and regularly updated member profile information. You agree to notify REI Ringless of any known or suspected unauthorized use(s) of your user account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your username or password. You shall be responsible for maintaining the confidentiality of your password. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your user account, in REI Ringless’s sole discretion, and you may be reported to appropriate law-enforcement agencies.
6. Newsletter and Communications Concerning the REI Ringless Services
Any email addresses submitted to REI Ringless’s agent-login screen are automatically added to the REI Ringless newsletter. To permanently unsubscribe to any REI Ringless newsletter please email firstname.lastname@example.org.
By providing your telephone number to REI Ringless, REI Ringless reserves the right to contact you via calls or text messages to provide you information about your account and/or the REI Ringless Services requested by you. To the extent you have separately agreed to receive periodic text or voice alerts on products, services, events, special offers or other promotional messages related to REI Ringless and the REI Ringless Services, REI Ringless may contact you pursuant to the terms of any such separate agreement.
7. Intellectual Property
You are permitted to access the REI Ringless Sites, the REI Ringless Services, and any content provided by REI Ringless (which may include text, images, hosted software, sound files, video or other content, and may be provided via the REI Ringless Sites or otherwise) solely for the purpose of receiving information about REI Ringless’s business and products, purchasing and utilizing the Services, communicating with REI Ringless, entering prize promotions offered by REI Ringless, or otherwise as stated on the REI Ringless Sites. REI Ringless hereby grants a worldwide, fully paid-up, perpetual, non-exclusive, non-transferable license to you to use the REI Ringless Sites and REI Ringless Services solely for the purpose of operating the REI Ringless Sites and using the REI Ringless Services.
We may have copyrights, trademarks, patents, trade secrets, or other intellectual property rights covering subject matter in the REI Ringless Services, including the web pages that are part of the REI Ringless Services and the REI Ringless Sites. Except as expressly provided in these Terms, the availability of the Services and the REI Ringless Sites does not give you any license to these patents, trademarks, copyrights, or other intellectual property. All copyrights, trademarks, patents, trade secrets and other intellectual proprietary rights contained in the REI Ringless Sites are the sole property of REI Ringless or its licensors, each of whom reserves all rights with regard to such materials. You acknowledge and agree that you may not copy, reproduce, retransmit, modify, alter, create any derivative works, reverse engineer, decompile, or disassemble any portion of the Services or REI Ringless Sites, including any proprietary communications protocol used by the Services or the REI Ringless Sites without the express written permission of REI Ringless. All other trademarks or trade names are the property of their respective owners, and such material may not be copied, downloaded, redistributed, modified or otherwise exploited, in whole or in part, without the permission of the owner.
REI Ringless abides by the federal Digital Millennium Copyright Act (DMCA) by responding to notices of alleged infringement that comply with the DMCA and other applicable laws. As part of our response, we may remove or disable access to material residing on a site that is controlled or operated by REI Ringless that is claimed to be infringing, in which case we will make a good-faith attempt to contact the person who submitted the affected material so that they may make a counter notification, also in accordance with the DMCA. REI Ringless does not control content hosted on third party websites, and cannot remove content from sites it does not own or control. If you are the copyright owner of content hosted on a third party site, and you have not authorized the use of your content, please contact the administrator of that website directly to have the content removed.
Before serving either a Notice of Infringing Material or Counter-Notification, you may wish to contact a lawyer to better understand your rights and obligations under the DMCA and other applicable laws. The following notice requirements are intended to comply with REI Ringless’s rights and obligations under the DMCA and, in particular, section 512(c), and do not constitute legal advice.
Notice of Infringing Material
To file a notice of infringing material on a site owned or controlled by REI Ringless, please provide a notification containing the following details:
- 1. Reasonably sufficient details to enable us to identify the work claimed to be infringed or, if multiple works are claimed to be infringed, a representative list of such works (for example: title, author, any registration or tracking number, URL);
- 2. Reasonably sufficient detail to enable us to identify and locate the material that is claimed to be infringing (for example a link to the page that contains the material);
- 3. Your contact information so that we can contact you (for example, your address, telephone number, email address);
- 4. A statement that you have a good faith belief that the use of the material identified in (2) is not authorized by the copyright owner, its agent, or the law;
- 5. A statement, under penalty of perjury, that the information in the notification is accurate and that you are authorized to act on behalf of the owner of the exclusive right that is alleged to be infringed.
- 6. Your physical or electronic signature.
Then send this notice via email to: email@example.com
8. Data Protection & Privacy
You further recognize that REI Ringless does not want you to, and you warrant that you shall not, provide any information or materials to REI Ringless that is defamatory, threatening, obscene, harassing, or otherwise unlawful, or that incorporates the proprietary material of another.
Your use of the REI Ringless Services is contingent on your paying for such use (whether paid in advance or through the purchase of credits on the REI Ringless Sites), in the amounts and using the methods indicated on the REI Ringless Sites. Your payment for the Services, Credits (as defined below in Section 10), keywords, DIDs, usage-sensitive fees and/or plans (a portion of which also includes software maintenance and upgrades, as well as customer support) shall be deemed completed when REI Ringless receives the full amount of payment owed for such Services, Credits, keywords, DIDs and/or plans. You are responsible to pay for any message you attempt to send to any number, regardless of whether the message is actually received by the intended recipient. As REI Ringless is dependent on other entities for the delivery of your messages, our price per credit may require adjustment in order to account for costs that are not in our control. Accordingly, we may adjust our prices from time to time without prior notice.
REI Ringless will charge your indicated method of payment for the Services, Credits, keywords, DIDs and/or plans immediately upon your confirming the payment method and amount. Amounts to be charged may include sales and other taxes where applicable and any other amounts indicated on the Site. REI Ringless will assess an additional charge based on the costs REI Ringless incurs for porting each DID number assigned to you that you request to be ported within six months of the original assignment by REI Ringless and REI Ringless may further restrict the ability to port telephone numbers assigned to you by REI Ringless consistent with FCC regulations. Your account will be credited within 24 hours of REI Ringless verifying receipt of your payment. If you have elected to make a payment by credit card and we do not receive payment from the credit card issuer, you agree to pay all amounts due immediately upon demand by REI Ringless.
REI Ringless cannot readily or accurately ascertain your location when you request to use the Services. You therefore agree that your use of the Services occurs in Nevada and is subject to any applicable Nevada taxes. To the extent that you are responsible for any additional taxes or fees beyond those collected by REI Ringless, you agree that you will pay them when due to any applicable taxing authority, including any interest or penalties assessed.
REI Ringless shall not be responsible for any errors or transmission failures with regard to the charging and collection of funds from your indicated payment method, nor for any actions taken by the provider of the payment method you choose (which could include refusal to authorize the charge). In addition to these Terms, any payments made by you may be subject to the agreement between you and the provider of the payment method.
As between you and REI Ringless, you are responsible for all charges related to purchases made using your account and payment method, whether or not you authorized such purchases. Standard charges apply to any test call sent originating from your account or initiated using your API key.
In the event of accidental under billing in favor of a customer, a non-payment by customer under this Agreement, REI Ringless shall be entitled to immediately proceed with collection remedies and shall be entitled to recover any and all costs, fees, and expenses of such collection efforts, including but not limited to: collection agencies, court costs, filing and service of process fees, attorneys’ fees incurred from counsel of REI Ringless’s choosing, or any other costs, fees, and expenses incurred in the pursuit of collection on all customer accounts and receivables due and payable under these Terms.
Credits are paperless vouchers that you purchase and which facilitate the transmission of the REI Ringless Services selected by you. The chosen route as well as the destination of a message causes the amount of credits required to either increase or decrease but, in either case, will always be made known beforehand through the Pricing Page of our REI Ringless Sites. The submission of a seemingly-valid message will cause an associated quantity of credits to be debited from your account and you can obtain the real-time status of your account at any time through the online interface.
Expiration of Credits and Prepaid Minutes
Purchased credits are provided by REI Ringless under a 60-day service guarantee. Credits purchased through your account expire 60 days from the date of purchase, at which point such credits shall expire automatically, unless otherwise stated at the time of purchase. Credits are purchased on a first-bought, first-to-expire basis. Additionally, the value of credits may change over time as the cost of transmission changes, and thus you acknowledge that the number of credits needed to utilize the Services may change correspondingly. You may request a full refund of any unused credits within one (1) business day of purchase. No other full refunds will be given, except as determined in REI Ringless’s sole discretion. Any unused value shall be forfeited upon expiration. All prices, per-minute rates, and billing increments are subject to change at any time due to fluctuations in market conditions. Notwithstanding the above, REI Ringless may, in its sole discretion, offer customized plans that provide for individualized terms concerning credit expiration, billing cycles, account maintenance fees and/or other agreed upon terms. The terms of such customized plans will be made known and governed by the Pricing Page of our REI Ringless Sites.
11. No Warranty; Limitation of Liability
REI Ringless reserves the right to modify, suspend, or discontinue the offering of any of the REI Ringless Sites or Services at any time for any reason without prior notice. Further, while REI Ringless utilizes electronic and physical security to reduce the risk of improper access to or manipulation of data during transmission and storage, it cannot guarantee the security or integrity of the data and shall have no liability for breaches of security or integrity or third-party interception in transit, nor for any damage which may result to your computer or other property by your use of the REI Ringless Sites or Services.
You acknowledge that telephone messages may be transmitted unencrypted and that eavesdropping of communications by third parties is possible. REI Ringless recommends that you ensure sensitive and valuable information is communicated by a protected and/or encrypted method.
REI Ringless shall use commercially reasonable efforts to make access to the Services available through the required access protocols, but makes no warranty or guarantee that (i) the Services will be available at any particular time; or (ii) you will be able to access the Services at any particular time or from any particular location. REI Ringless will not be liable for any act or omission of any other company or companies furnishing a portion of the Services (including, without limitation communications carriers or ISPs), or from any act or omission of a third party, including those vendors participating in REI Ringless offerings made to you, or for equipment that it does not furnish, or for damages that result from the operation of customer-provided systems, equipment, facilities or services that are interconnected with the Service.
NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THE REI Ringless SITES AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT ANY WARRANTIES OR CONDITIONS WHATSOEVER, EXPRESSED OR IMPLIED. NOTWITHSTANDING THE FOREGOING OR ANY STATEMENT TO THE CONTRARY CONTAINED IN THESE TERMS, REI Ringless DOES NOT WARRANT THAT THE USE OF THE REI Ringless SITES OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, INCLUDING, BUT NOT LIMITED TO ANY INTERRUPTIONS TO THE SERVICES CAUSED BY THE INTENTIONAL AND/OR MALICIOUS ACTS OF THIRD PARTIES (E.G., “HACKING”) NOR SHALL REI Ringless BE RESPONSIBLE FOR ANY DATA LOSS OR LOSS OF ANY INFORMATION IN YOUR ACCOUNT, REGARDLESS OF THE CAUSE. FURTHERMORE, REI Ringless MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES OR THAT THE REI Ringless SITES OR SERVICES WILL MEET ANY OF YOUR SPECIFIC REQUIREMENTS OTHER THAN AS MAY BE EXPRESSLY SET FORTH IN THESE TERMS. REI Ringless MAKES NO REPRESENTATIONS OR WARRANTIES AND HEREBY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS, STATUTORY OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE SERVICES, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE MATERIAL, SERVICE, SOFTWARE, TEXT, GRAPHICS OR LINKS, AND ALL WARRANTIES IMPLIED FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. REI Ringless SHALL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES ARISING FROM LOSS OF USE OR LOST BUSINESS, LOSS OF OPPORTUNITY, LOSS OF REVENUE, LOSS OF ACTUAL OR ANTICIPATED PROFITS, LOSS OF DAMAGE TO OR CORRUPTION OF DATA OR LOSS OF GOODWILL), OR FOR ANY COST OF PROCUREMENT OF SUBSTITUTE SERVICES ARISING IN CONNECTION WITH THESE TERMS, WHETHER IN AN ACTION IN CONTRACT, TORT, STRICT LIABILITY OR NEGLIGENCE, OR OTHER ACTIONS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOUR USE OF THE REI Ringless SITES OR SERVICES RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT, SOFTWARE, OR DATA, REI Ringless IS NOT RESPONSIBLE FOR THOSE COSTS. REI Ringless’S TOTAL LIABILITY ARISING OUT OF YOUR USE OF THE REI Ringless SITES OR SERVICES FOR DIRECT DAMAGES SHALL NOT, IN THE AGGREGATE, EXCEED AN AMOUNT EQUAL TO THE MONTHLY TRANSACTION FEE PAID BY YOU TO REI Ringless HEREUNDER.
12. User Warranties; Indemnification
You warrant and represent to REI Ringless that you have all necessary rights, power, and authority to agree to these Terms and perform your obligations hereunder, and nothing contained in these Terms or in the performance of such obligations will place you in breach of any other contract or obligation. You further warrant and represent that you are and shall at all times remain in full compliance with all applicable laws, rules and regulations with regard to your use of the REI Ringless Sites and Services, including without limitation the Telephone Consumer Protection Act, the Telemarketing Sales Rule, the CAN-SPAM Act (Controlling the Assault of Non-Solicited Pornography and Marketing Act) of 2003, and all other laws and regulations concerning privacy, telemarketing, and Internet marketing.
You agree to indemnify and hold harmless REI Ringless and its affiliates and each of their respective officers, directors, shareholders, employees, agents, contractors, representatives, content providers and service providers, from and against any and all losses, claims, obligations, liabilities, damages, settlements, costs and expenses (including, but not limited to, consequential damages, incidental damages, special damages, disbursements and attorneys’ fees, including attorneys’ fees incurred from counsel selected by REI Ringless in its sole discretion) arising from or relating to any actual or threatened claim, suit, action, proceeding, governmental investigation or enforcement action based upon or arising out of: (i) your breach of the above warranties; (ii)_any actual or alleged law violation by you or related to your use of the Services; or (iii) any use by you, or an account or computer owned by you, of the REI Ringless Sites or Services. You agree to cooperate as fully as reasonably required in the defense of any claim, suit, action, proceeding, governmental investigation or enforcement action, but we reserve the right, at your expense, to assume the exclusive defense and control of any matter in which you are a named party and that is otherwise subject to indemnification by you. You acknowledge and agree to be held liable for any and all damages caused to REI Ringless by you as a direct result of a violation of local, state, national or international laws and regulations, including but are not limited to those damages that may arise from your fraudulent, intentional or unintentional harm, disability, unauthorized use of, or destruction to any and all equipment, licensing and/or services provided by REI Ringless to you.
13. Termination, Cancellation and/or Suspension by REI Ringless
If at any time you breach these Terms, we may elect to suspend, terminate, and/or cancel your use of the Services and/or recover any damages from you arising from the event(s) giving rise to the suspension, termination, or cancellation. We reserve the right to suspend the Services at any stage for any reason we may deem necessary to continue to provide our Services in a way that may be hindered by your status as being our client, your financial status or the content of the messages originating from you.
Upon any such termination, cancellation, and/or suspension, you are still responsible for any obligations then accrued. Your obligation to pay all amounts accrued and owed by you shall continue even after any suspension or cancellation of your access to the Services (in whole or in part). Upon termination, for any reason, you agree to immediately cease using the Services and REI Ringless shall have no obligation to you after any termination or cancellation of these Terms. Should such a termination take place when you still have credits in your account, you shall receive back, at our discretion, a fair monetary value of such credits, save any expenses that may be incurred by REI Ringless, including, without limitation, for payment of transfer duties, legal costs, third-party costs, or penalties. No credit refund will be issued more than 60 days after purchase, unless determined refundable within REI Ringless’s sole discretion.
The provisions regarding ownership, payments, warranties, and indemnifications will survive any suspension, termination, or cancellation of your use of the Services or REI Ringless Sites.
14. Termination by the User
You are free to terminate or cancel your use of the Services at any time, and for any reason. Notwithstanding the foregoing, unless due to a breach solely by REI Ringless that it fails to cure within thirty (30) days of its receipt of your notice, in no event shall REI Ringless be obligated to refund to you the reasonable value of any unused credits previously purchased by you. No credit refund will be issued more than 60 days after purchase, unless determined refundable within REI Ringless’s sole discretion.
15. Links to other Websites
The REI Ringless Sites may contain links to third party websites. These links are provided solely as a convenience to you and not as an endorsement by REI Ringless of the contents on such third-party websites. REI Ringless is not responsible for the content of linked third-party websites and does not make any representations regarding the content or accuracy of materials on such third-party websites. If you decide to access linked third-party websites, you do so at your own risk.
REI Ringless cannot ensure that you will be satisfied with any products or services that you purchase from a third party website that links to or from the REI Ringless Sites, since these websites are owned and operated by independent third parties. REI Ringless does not endorse any of the products/services, nor has REI Ringless taken any steps to confirm the accuracy or reliability of any of the information contained in such third party websites. REI Ringless does not make any representations or warranties as to the security of any information (including, without limitation, credit card and other personal information) you might be requested to give any third party, and you hereby irrevocably waive any claim against us with respect to such websites. REI Ringless strongly encourages you to make whatever investigation you feel necessary or appropriate before proceeding with any online or off-line transaction with any of these third parties.
REI Ringless consents to links to the REI Ringless Sites which conform to the following: the appearance, position, and other aspects of any link to the REI Ringless Sites may neither create the false appearance that an entity or its activities or products are associated with or sponsored by REI Ringless nor be such as to damage or dilute the goodwill associated with the name and trademarks of REI Ringless or its affiliates. REI Ringless reserves the right to revoke this consent to link at any time in its sole discretion, without notice.
16. Security Rules
You are prohibited from violating or attempting to violate the security of the REI Ringless Sites and Services and from using the REI Ringless Sites and Services to violate the security of other websites by any method, including, without limitation: (a) accessing data not intended for you or logging into a server or account which you are not authorized to access; (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measurers without proper authorization; (c) attempting to interfere with service to any user of the REI Ringless Sites or Services, host or network, including, without limitation, via means of submitting a virus to the REI Ringless Sites, overloading, “flooding,” “spamming,” “mailbombing,” or “crashing”; (d) sending unsolicited e-mail, including promotions and/or advertising of products or services; or (e) forging any REI Ringless packet header or any part of the header information in any e-mail, instant message, text message or newsgroup posting. Violations of system or network security may result in civil or criminal liability. REI Ringless may investigate violations of these Terms, and may involve and cooperate with law enforcement authorities in prosecuting users of the REI Ringless Sites who are involved in such violations.
17. Force Majeure
REI Ringless shall not be liable for any failure or delay in performing its obligations hereunder, which such failure or delay is caused by fire, flood, earthquake, elements of nature or acts of God, acts of war, insurrection, terrorism, strike, failure or downtime of any telecommunications line and/or unavailability of any telecommunications or Internet facilities, power failure, governmental restrictions, any court order, compliance with any law, regulation, or order of any governmental authority, or any other cause beyond the reasonable control of REI Ringless. In addition, REI Ringless shall be so excused in the event it is unable to acquire from its usual sources, and on terms it deems to be reasonable, any material necessary for the performance of the Services.
18. Choice of Law and Jurisdiction
These Terms shall be governed by and construed in accordance with the laws of the State of Nevada notwithstanding its laws governing conflicts of laws. Except as hereinafter provided, any dispute arising under these Terms shall be settled and determined by binding arbitration in Las Vegas, Nevada in accordance with the provisions of the Federal Arbitration Act, 9. U.S.C. §§1-16, as amended (the “Federal Arbitration Act”), to the exclusion of state laws inconsistent therewith. The terms of the Commercial Arbitration Rules of the American Arbitration Association (the “Rules”) then in effect shall apply except to the extent they conflict with the express provisions of this paragraph. A single independent arbitrator shall conduct the arbitration. The parties shall endeavor to select the independent arbitrator by mutual agreement. If such agreement cannot be reached within thirty (30) days after a dispute has arisen which is to be decided by arbitration, the selection of the arbitrator shall be made in accordance with the Rules as then in effect. The arbitrator shall be a member of a state bar engaged in the practice of law in the United States or a retired member of a state or the federal judiciary in the United States. The award of the arbitrator shall be based on the evidence admitted and the substantive law of the State of Nevada (subject to any applicable preemption or supersedence by U.S. federal substantive law) and shall contain an award for each issue and counterclaim. The award shall be made within thirty (30) days following the close of the final hearing and the filing of any post-hearing briefs authorized by the arbitrator, and such award shall set forth in writing the factual findings and legal reasoning for such award. The arbitrator may, in his/her discretion, award to any party specific performance or injunctive relief (the foregoing is not intended to limit REI Ringless’s access to the courts to the extent provided below). The arbitrator may not change, modify, or alter any express condition, term, or provision of these Terms or the extent the scope of their authority is expressly limited. Except as provided in the Federal Arbitration Act, the arbitration award will be final and binding upon the parties and no appeal of any kind may be taken. Judgment may be entered thereon in any court having jurisdiction thereof. Each party shall be entitled to inspect and obtain a copy of non-privileged relevant documents in the possession or control of the other party. All such discovery shall be in accordance with procedures approved by the arbitrator. Unless otherwise provided in the award, each party shall bear its own costs of discovery. The statute of limitations applicable under Nevada law to the commencement of a lawsuit shall apply to the commencement of arbitration hereunder.
Anything in the foregoing paragraph to the contrary notwithstanding, REI Ringless may seek injunctive relief in any court having jurisdiction over the parties to enjoin or prevent any action you take or threaten to take in violation of these Terms.
These Terms are only those stated herein, which shall constitute the complete agreement between the parties. No terms and conditions stated in or attached to your communications to REI Ringless are applicable to these Terms in any way and are not to be considered your exceptions to the provisions of these Terms.
19. Class Action Waiver
Both you and your affiliates, on one hand, and REI Ringless and its affiliates on the other hand, agree that any claims or controversies between us must be brought against each other on an individual basis only. That means neither you and your affiliates on one hand nor REI Ringless and its affiliates on the other hand can bring a claim as a plaintiff or class member in a class action, consolidated action, or representative action. The arbitrator cannot combine more than one person’s or entity’s claims into a single case, and cannot preside over any consolidated, class or representative proceeding (unless we agree otherwise). And, the arbitrator’s decision or award in one person’s or entity’s case can only impact the person or entity that brought the claim, not other REI Ringless customers, and cannot be used to decide other disputes with other customers.
If a court decides that this Subsection 19 (Class Action Waiver) is not enforceable or valid, the remainder of the Terms will still apply.
The failure of either party to exercise in any respect any right provided for herein will not be deemed a waiver of any further rights hereunder. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable. No agency, partnership, joint venture, or employment is created as a result of these Terms and you do not have any authority of any kind to bind REI Ringless in any respect whatsoever. In any action or proceeding to enforce rights under these Terms, REI Ringless will be entitled to recover costs and attorneys’ fees if it substantially prevails.
All notices required hereunder shall be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. REI Ringless may give notice to you by means of a general notice on the REI Ringless Sites or Services, electronic mail to your e-mail address on record in REI Ringless’s account information, or by written communication sent by personal delivery, fax, overnight courier, or certified or registered mail to your address on record in REI Ringless’s account information.