SUBSCRIPTION CLICK AGREEMENT IMPORTANT – READ CAREFULLY: This Subscription Click Agreement (“Click Agreement”) is a legal contract between you (including the company you are agreeing on behalf of with respect to the terms and conditions of this Click Agreement) and A? Partnership, a Texas partnership (“Company”). BY CLICKING THE “ACCEPT” BUTTON BELOW YOU INDIVIDUALLY AND/OR YOUR COMPANY AGREE TO BE BOUND BY THE TERMS OF THIS CLICK AGREEMENT.  IF YOU DO NOT AGREE TO THE TERMS OF THIS CLICK AGREEMENT, DO NOT CLICK THE “ACCEPT” BUTTON BELOW AND YOU WILL NOT BE ALLOWED ACCESS THE ON-LINE SERVICES PROVIDED BY THE DOMAIN IDENTIFIED HEREIN.

ACCEPTANCE OF TERMS

You represent and warrant that you have the power and authority to accept this Click Agreement and to enter into this Click Agreement with Company on behalf of yourself and/or your company, that you are capable of assuming, and do assume, any risks related to the use of the web property “ah-adstext.com” (the “Company Domain”) and the materials contained thereon, and that you understand and accept the terms, conditions and risks relating to their use on behalf of yourself and/or your company. This Click Agreement is subject to, and incorporates, the Terms of Use and the Privacy Policy located on the Company Domain.  The “Term” of this Click Agreement shall be the Term as defined in a Software Services Agreement, which is incorporated herein. You can review the most current version of the Terms of Use or the Privacy Policy by clicking on the “Terms of Use” or “Privacy Policy” link, respectively, located at the bottom of the web pages on the Company Domain.

LICENSES

For any and all proprietary software and/or third-party software contained in, or used or accessed in connection with, any and all software made available by Company to Client in order for Client to use, access, or receive the On-Line Services and any and all published specifications for such software (the “Licensed Materials”), Company grants to you and your company a non-exclusive and non-transferable license to use or access (as applicable) such Licensed Materials, but only in connection with the authorized use of the On-Line Services and in accordance with this Click Agreement. You (including your company’s personnel and all other persons under its control) shall not disassemble, decompile, reverse engineer, download, copy, disclose, sell, assign, lend, lease, license, sublicense, or otherwise transfer or provide the On-Line Services or the Licensed Materials or any component of, right in, or access to, the On-Line Services or the Licensed Materials to any other person or entity for any purpose, except as expressly provided in this Click Agreement. You shall use the On-Line Services and the Licensed Materials only for the processing of your company’s respective internal businesses.  You shall not (a) permit any third party (including any contractors thereof) to use the Licensed Materials or (b) use the Licensed Materials in the operation of a service bureau, application service provider, or commercial timesharing service, except as expressly provided in this Click Agreement; provided, however, that you shall be permitted to provide your company’s customers access to reports generated by the “reporting module” of the Licensed Materials.

OWNERSHIP

You acknowledge and agree that all right, title and interest in any and all technology, including without limitation the Licensed Materials, which is part of or provided with the On-Line Services (“Company IP”) are vested in Company and/or in Company’s licensors.  Except for the licenses granted to you and your company pursuant to this Click Agreement or in a written agreement between the parties, Company and the applicable third-party licensors (a) own all right, title, and interest in and to the Company IP or (b) have licensing rights to such Company IP.  All rights in and to the Company IP not expressly granted to you in this Click Agreement shall remain in Company and the applicable third-party licensors. You may not use Company’s name, trademarks, trade names or other proprietary symbols without the prior written consent of Company. You or your company owns all data originated, and transmitted by, you or your company to Company as part of your or your company’s permitted use of the On-Line Services (the “Client Data”) and is solely responsible for the accuracy, integrity and legality of Client Data.  Company shall use reasonable efforts to restrict access to the Client Data to your company and its personnel.  Company may perform certain backups of the Website in accordance with Company’s then-current back-up and archiving practices; PROVIDED, HOWEVER, THAT (I) Company SHALL NOT RESPONSIBLE OR LIABLE FOR MAINTAINING ANY CLIENT DATA OR FOR THE DELETION, CORRUPTION, CORRECTION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO ANY OF THE CLIENT DATA, AND THAT (II) YOU ARE SOLELY RESPONSIBLE FOR BACKUP OF CLIENT DATA.  You shall be provided backup software accessible to you using a button on the Website and allowed daily electronic access to relevant portions of the database of the Licensed Materials for the sole purpose of you backing up your company’s Client Data using the provided backup software. Company reserves the right to delete or remove Client Data upon reasonable notice to you upon the end of the Term of this Click Agreement. IN NO EVENT SHALL COMPANY BE RESPONSIBLE OR OTHERWISE LIABLE FOR ANY THIRD-PARTY’S ACCESS TO THE CLIENT DATA, UNLESS SUCH ACCESS IS THE RESULT OF COMPANY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. Upon the end of the Term of this Click Agreement, you shall be permitted 72 hours to access to the On-Line Services for the sole purpose of copying or otherwise transferring the Client Data (the “Client Download Period”). Within a reasonable period of time after the Client Download Period, Company shall delete the Client Data and any copies thereof.

SUPPORT

Company shall provide the following “Support” to you during the Term:

 

You shall designate a Client Administrator which may be updated from time-to-time by you with written notice to Company.  Company shall be available during any hour between 8:00 a.m. and 5:00 p.m. Central Time Monday through Friday, other than holidays observed by Company (“Business Hours”) to answer questions from, and provide general advice to, the Client Administrator concerning the On-Line Services and the Licensed Materials. Company shall use reasonable efforts to correct a material failure of the Licensed Materials to substantially perform in accordance with the then-current published specifications for the Licensed Materials. During the Term of this Click Agreement, as requested by the Client Administrator, Company shall provide to you technical maintenance and support. Company will attempt to acknowledge any support request within 4 business hours.  Requests may be initiated by email or phone.  Our current support number is 800-438-0558. During the Term of this Click Agreement, Company shall provide to you any and all improvements, modifications, revisions, or updates to the Licensed Materials (excluding any customizations made for non-parties to this Click Agreement) that Company may make with respect to the Licensed Materials.

CONFIDENTIALITY

As used herein, “Confidential Information” shall mean all confidential information and trade secrets of either Party, whether now existing or hereafter acquired or developed, including, but not limited to, this Click Agreement, the Software Services Agreement, the Licensed Materials, information relating to software, technical processes and formulas, source codes, product designs, sales, costs and other unpublished financial information, product and business plans, business strategies, methodologies, pricing, materials, processes, programs, employee private data, names of and relationships with vendors, customer or client lists, customer information, licensee names, contractual arrangements and similar other non-public or otherwise confidential, sensitive or proprietary information.  As used herein, the “Disclosing Party” shall mean a Party disclosing Confidential Information under this Click Agreement, and the “Receiving Party” shall mean a Party receiving Confidential Information under this Click Agreement. The Receiving Party shall keep strictly confidential all Confidential Information communicated or otherwise made available by the Disclosing Party and shall use its best efforts to provide protection for Confidential Information, including measures at least as strict as those the Receiving Party uses to protect its own Confidential Information.  Except as required by law, the Parties of this Click Agreement shall not reveal any of the Confidential Information to any third party without the prior written consent of the Disclosing Party.  In the event that the Receiving Party is required to disclose any Confidential Information subject to the rules of a court having competent jurisdiction, the Receiving Party shall use its best efforts to communicate such disclosure requirement immediately by written notice to the Disclosing Party in order to enable that the Disclosing Party, at its sole discretion, to attempt to secure a protective order covering the Confidential Information prior to the required disclosure.  At the end of the Term of this Click Agreement, any Confidential Information provided hereunder is to be returned, upon request, to the Disclosing Party of this Click Agreement. The Receiving Party shall promptly advise the Disclosing Party if the Receiving Party learns of any unauthorized use or disclosure of the Disclosing Party’s Confidential Information. Except for information that is required by law to remain confidential, Confidential Information of the Disclosing Party does not include information or materials that are (a) publicly available without violation of this Click Agreement or any other obligation of confidentiality, (b) already known by the Receiving Party without any obligation of confidentiality, (c) independently developed by the Receiving Party without any use of, or reference to, the Disclosing Party’s Confidential Information, or (d) subsequently disclosed to the Receiving Party by a third-party without restriction and the disclosure by the third-party does not violate any obligation of confidentiality. Unless otherwise provided in this Click Agreement or other written agreement between the parties, the Disclosing Party shall continue to own all of the Disclosing Party’s Confidential Information. The Receiving Party shall promptly return to the Disclosing Party, at the Disclosing Party’s sole cost and expense, all Confidential Information of the Disclosing Party upon the earlier to occur of (a) a written request by the Disclosing Party or (b) end of the Term of this Click Agreement for any reason by any Party.   A breach of confidentiality by the Receiving Party may cause irreparable harm and injury to the Disclosing Party for which money damages are inadequate.  In the event of such breach, the Disclosing Party shall be entitled to seek injunctive relief, in addition to all other available remedies.   If you or your company breaches or threatens to breach this confidentiality, Company may, without liability, immediately suspend providing the On-Line Services and Support until such breach or threatened breach is cured to Company’s reasonable satisfaction.

SUBSCRIPTION PRICING

The subscription pricing related to the Services provided in connection with the Company Domain is provided in the below Subscription Pricing Attachment.   It is agreed to and understood that Company may change the prices provided in the  Subscription Pricing Attachment at Company’s sole discretion at any time.

INDEMNIFICATION

Company hereby indemnifies and agrees to hold harmless and to defend you, and your company’s respective directors, officers, employees, and agents from and against any and all claims, demands and actions, and any liabilities, damages, or expenses resulting therefrom (including reasonable attorney fees and costs) arising out of claims asserted by non-parties to this Click Agreement, to the extent that such action is based upon a claim that: (i) if true, would constitute a breach by Company of any representation, warranty or covenant made in this Click Agreement; (ii) arises out of the gross negligence or willful misconduct of Company; or (iii) any of the Licensed Materials infringes or violates any patents, copyrights, trademarks, trade secrets, and/or licenses of the United States.  You agree to: (i) provide Company prompt written notice of any claim (“Client Claim”), (ii) tender to Company control of the defense and settlement of the Client Claim, and (iii) cooperate with Company in defending or settling such Client Claim. You on behalf of your company hereby indemnify and agree to hold harmless and to defend Company, and its respective directors, officers, employees, and agents from and against any and all claims, demands and actions, and any liabilities, damages, or expenses resulting therefrom (including reasonable attorney fees and costs) resulting from, relating to, or arising out of, (a) acts or omissions of you (including its personnel), (b) willful, incorrect, unethical, or illegal use of the On-Line Services or the Licensed Materials by you (including your company’s personnel), or (c) a breach of any warranty or representation by you.  Company agrees to: (i) provide you prompt written notice of any claim (“Company Claim”), (ii) tender to you control of the defense and settlement of the Company Claim, and (iii) cooperate with you in defending or settling such Company Claim.

DISCLAIMERS AND LIMITATIONS

COMPANY MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, WRITTEN OR VERBAL.  COMPANY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.  THE ON-LINE SERVICES AND THE LICENSED MATERIALS ARE PROVIDED “AS IS,” “WHERE IS,” AND “WITH ALL FAULTS.”  COMPANY DOES NOT WARRANT THAT THE OPERATION OF THE ON-LINE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES IN ANY WAY ARISING OUT OF THIS AGREEMENT AND HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, INDEMNITY OBLIGATIONS, OR BREACH OF CONFIDENTIALITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE CUMULATIVE LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE 12 MONTHS OF ACTUAL FEE PAYABLE BY YOU OR YOUR COMPANY TO COMPANY PURSUANT TO THE SOFTWARE SERVICES AGREEMENT, PROVIDED THAT SUCH LIMITATION SHALL NOT BE CONSTRUED TO LIMIT THE INDEMNITY OBLIGATIONS PROVIDED HEREIN. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. IN NO EVENT SHALL EITHER PARTY ASSERT A CLAIM OR CAUSE OF ACTION AGAINST THE OTHER PARTY MORE THAN TWO YEARS AFTER SUCH CLAIM OR CAUSE OF ACTION ACCRUED.

GOVERNING LAW

Unless otherwise provided in a Software Services Agreement or other written agreement between the parties: (i) this Click Agreement shall be governed by and construed in accordance with the statutes and laws of the Louisiana or the federal laws of the United States, as applicable, without regard to the conflict of laws principles thereof; (ii) you expressly agree that the exclusive jurisdiction for any claim or dispute under the Click Agreement or your access to or use of the Company Domain resides in the courts located in Ouachita Parish, Louisiana; and (iii) you further expressly agree to submit to the exclusive personal jurisdiction of the courts located in v for the purpose of litigating any such claim or action, or with respect to any and all matters arising in connection with the Click Agreement.

MISCELLANEOUS

You acknowledge and agree that (a) the then-current Terms of Use and Privacy Policy are applicable to you and your company’s use of, and access to, the On-Line Services, (b) You shall be bound by the terms and conditions of the then-current Terms of Use and Privacy Policy, and that (c) you shall at all times comply with the then-current Terms of Use and Privacy Policy. If any provision of this Click Agreement is held to be illegal, invalid, or unenforceable under present or future laws, such provision shall be fully severable, and this Click Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision never comprised a part of this Click Agreement; and the remaining provisions of this Click Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance from this Click Agreement.  Furthermore, in lieu of such illegal, invalid, or unenforceable provision, there shall be added automatically as part of this Click Agreement a provision as similar in its terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid, and enforceable. This Section and the provisions of the Click Agreement addressing confidentiality, disclaimers of representations and warranties, indemnity obligations and governing law shall survive the termination of the Click Agreement. This Click Agreement, the Terms of Use and the Privacy Policy, each located on the Company Domain, and the Software Services Agreement, constitute the entire agreement between the Company and you with respect to your use of the Company Domain, and supersedes all previous written or oral agreements.  If any of the terms or conditions of these agreements contradict, then the Software Services Agreement shall control.  No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.  The section headings used herein are for convenience only and shall not be given any legal import. BY CLICKING THE “ACCEPT” BUTTON BELOW YOU AGREE TO BE BOUND BY THE TERMS OF THIS CLICK AGREEMENT.  IF YOU DO NOT AGREE TO THE TERMS OF THIS CLICK AGREEMENT, DO NOT CLICK THE “ACCEPT” BUTTON BELOW YOU WILL NOT BE ALLOWED ACCESS THE ON-LINE SERVICES PROVIDED BY THE DOMAIN IDENTIFIED HEREIN. SUBSCRIPTION PRICING ATTACHMENT PAY AS YOU GO SUBSCRIPTION PLANS
STARTER PAY AS YOU GO 500 credits for $104.50 ($0.209 per credit) Includes unlimited contacts, delivery reports, picture & video messaging, automated messaging, and dedicated account team.  You will be charged $0.20 per SMS/MMS.   You may optionally add virtual numbers for $9.99 / month per virtual number.  You may also optionally add keywords for $9.99 / month per keyword.
BRONZE PAY AS YOU GO 1500 credits for $310.50 ($0.207 per credit) Includes unlimited contacts, delivery reports, picture & video messaging, automated messaging, and dedicated account team.  You will be charged $0.20 per SMS/MMS.   You may optionally add virtual numbers for $9.99 / month per virtual number.  You may also optionally add keywords for $9.99 / month per keyword.
SILVER PAY AS YOU GO 2500 credits for $512.50 ($0.205 per credit) Includes unlimited contacts, delivery reports, picture & video messaging, automated messaging, dedicated account team, and two keywords and one virtual number included at no additional charge.  You will be charged $0.20 per SMS/MMS.   You may optionally add additional virtual numbers for $9.99 / month per virtual number.  You may also optionally add additional keywords for $9.99 / month per keyword.
GOLD PAY AS YOU GO 5000 credits for $995 ($0.199 per credit) Includes unlimited contacts, delivery reports, picture & video messaging, automated messaging, dedicated account team, and three keywords and one virtual number included at no additional charge.  You will be charged $0.20 per SMS/MMS.   You may optionally add additional virtual numbers for $9.99 / month per virtual number.  You may also optionally add additional keywords for $9.99 / month per keyword.
CUSTOM PAY AS YOU GO   Need even more messages or a custom plan to fit your needs.  We will put something together just for you.
MONTHLY SUBSCRIPTION PLANS
STARTER MONTHLY SUBSCRIPTION $84.50 per month 500 Credits ($0.169 per credit) Includes unlimited contacts, delivery reports, picture & video messaging, automated messaging, and dedicated account team.  You will be charged $0.20 per SMS/MMS.   You may optionally add virtual numbers for $9.99 / month per virtual number.  You may also optionally add keywords for $9.99 / month per keyword.
BRONZE MONTHLY SUBSCRIPTION $249.00 per month 1500 Credits ($0.166 per credit) Includes unlimited contacts, delivery reports, picture & video messaging, automated messaging, dedicated account team, and one keyword included at no additional charge.  You will be charged $0.20 per SMS/MMS.   You may optionally add virtual numbers for $9.99 / month per virtual number.  You may also optionally add additional keywords for $9.99 / month per keyword.
SILVER MONTHLY SUBSCRIPTION $410.00 per month 2500 Credits ($0.164 per credit) Includes unlimited contacts, delivery reports, picture & video messaging, automated messaging, dedicated account team, and two keywords and one virtual number included at no additional charge.  You will be charged $0.20 per SMS/MMS.   You may optionally add additional virtual numbers for $9.99 / month per virtual number.  You may also optionally add additional keywords for $9.99 / month per keyword.
GOLD MONTHLY SUBSCRIPTION $805.00 per month 5000 Credits ($0.161 per credit) Includes unlimited contacts, delivery reports, picture & video messaging, automated messaging, dedicated account team, and four keywords and one virtual number included at no additional charge.  You will be charged $0.20 per SMS/MMS.   You may optionally add additional virtual numbers for $9.99 / month per virtual number.  You may also optionally add additional keywords for $9.99 / month per keyword.
CUSTOM MONTHLY SUBSCRIPTION Need even more messages or a custom plan to fit your needs.  We will put something together just for you.