1. ACKNOWLEDGEMENT AND ACCEPTANCE OF TERMS OF SERVICE
The TextTrust.com ("TextTrust") Service ("Service"), owned and operated by SpellWonder.com, Inc., is provided to you ("Trial Customer") under the terms and conditions of these TextTrust.com Terms of Service, as amended by TextTrust.com from time-to-time as set forth herein, and any operating rules and policies that may be published by TextTrust. The TextTrust.com Terms of Service comprises the entire agreement between Trial Customer and TextTrust.com and supersedes all prior agreements between the parties regarding the subject matter contained herein. BY CLICKING THE "I ACCEPT" BUTTON, YOU ARE INDICATING YOUR AGREEMENT TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THE TextTrust.com TERMS OF SERVICE FOR A TRIAL ACCOUNT.
2. DESCRIPTION OF SERVICE
By completing the registration for the Service, Trial Customer creates a Trial Account. Trial Customer may use the Trial Account to subscribe one or more URLs to the Service. The Trial Account will allow Trial Customers to view a limited set of report results and will provide the Trial Customer with limited functionality. If the Trial Customer pays subscription fees for the Trial Account, it shall become an Account, without the limits imposed by the Trial Account Status.
Trial Customer must supply information required to set up his Trial Account, specifically email address and URL(s) to be serviced. If any information provided by Trial Customer is inaccurate, TextTrust.com retains the right to terminate Trial Customer's membership and right to use the Service.
3. TRIAL CUSTOMER REPRESENTATIONS
Trial Customer affirms, for any URL tested by the Service through his Trial Account, that he is the legal owner of the URL, an employee of the legal owner of the domain with consent to use the Service or has otherwise obtained express written consent from the legal owner of the domain. Trial Customer expressly agrees to indemnify TextTrust.com from any claims by a third party arising from use of the Service in testing a URL.
4. RIGHT OF ACCESS
Trial Customer grants TextTrust.com permission to download files from any URL monitored by the Service as part of Trial Customer's Trial Account services. Trial Customer understands that operation of the Service will involve repeated access by the Service to any URL monitored.
5. COMPENSATION FOR SERVICE
There is no fee associated with the Trial Customer in consideration of this service. Trial Accounts are active for a period of 30 days from the date the Trial Account is activated. Trial Customer agrees to receive email notifications from TextTrust.com related to Trial Account time expiry and Trial Account termination. Trial Customer may pay subscription fees for Trial Account at any time within the 30 day period to activate the full Account. Subscription fees are determined separately for each URL in Trial Customer's Trial Account, with fees being established at the time URL subscription is entered. Subscription fees are dependent upon the number of web pages found by TextTrust.com within the URL being service.
All Service payments will be made in advance of using the Service. Service fees are yearly and provide the Customer with one calendar year of Service.
Subject to termination in conformity with Section 13 of this Agreement, the initial term of this Agreement shall be thirty (30) days. The Contract Term shall be thirty (30) days.
7. DISCLAIMER OF WARRANTIES
TRIAL CUSTOMER EXPRESSLY AGREES THAT USE OF THE SERVICE OR ANY COMPLIMENTARY SERVICES PROVIDED BY TextTrust.com IS AT TRIAL CUSTOMER'S SOLE RISK. THE SERVICE AND ANY COMPLIMENTARY SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TextTrust EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT OF PROPRIETARY RIGHTS.
TextTrust.com MAKES NO WARRANTY THAT THE SERVICE OR COMPLIMENTARY SERVICES WILL MEET YOUR REQUIREMENTS; OR THAT THE SERVICE OR COMPLIMENTARY SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES TextTrust.com MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICE OR COMPLIMENTARY SERVICES; OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICE OR COMPLIMENTARY SERVICES; OR THAT DEFECTS IN THE SERVICE WILL BE CORRECTED.
NO INFORMATION OBTAINED FROM TextTrust.com OR FROM THE SERVICE OR COMPLIMENTARY SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TextTrust.com TERMS OF SERVICE.
8. TRIAL CUSTOMER TRIAL ACCOUNT, PASSWORD, SECURITY
As part of Trial Account setup, Trial Customer will be automatically provided with an Trial Account name and randomly generated password. Trial Customer is entirely responsible if Trial Customer does not maintain the confidentiality of the password or Trial Account. If Trial Customer learns that this password has been compromised, Trial Customer must notify TextTrust.com immediately.
9. IDENTIFICATION INFORMATION
Trial Customers must be at least 18 years of age or require the approval of the minor's legal guardian. Trial Customer agrees to supply TextTrust.com with a current and truthful full name, e-mail address, in case the Trial Customer is a minor, with the current and truthful full name, e-mail address, postal address, and telephone number of at least one legal guardian. Trial Customer agrees to keep this information current and to inform TextTrust.com whenever any of this information changes.
10. MODIFICATIONS TO TERMS OF SERVICE
TextTrust.com reserves the right to modify the terms and conditions of the TextTrust.com Terms of Service at any time. If you do not agree to be bound by any changes, you must terminate your use of the Service in accordance with Section 11.
11. MODIFICATIONS TO SERVICE
TextTrust.com reserves the right to modify or discontinue the Service with or without prior notice to Trial Customer. TextTrust.com shall not be liable to Trial Customer or any third party should TextTrust.com exercise its right to modify or discontinue the Service.
12. COMPLEMENTARY SERVICE
TextTrust.com offers from time to time Complementary Services free of charge to Trial Customer. TextTrust.com reserves the right to modify or discontinue the Complementary Services with or without prior notice to Trial Customer. TextTrust.com shall not be liable to Trial Customer or any third part should TextTrust.com exercise its right to modify or discontinue the Complimentary Services.
Either Trial Customer or TextTrust.com may terminate the Service with or without cause at any time and effective immediately and without prior notice. Notices of termination initiated by Trial Customer and sent via email shall be addressed to support@TextTrust.com. TextTrust.com shall not be liable to Trial Customer or any third party for termination of the Service.
Should Trial Customer object to any terms and conditions of the TextTrust.com Terms of Service or any subsequent modifications hereto or become dissatisfied with the Service in any way, Trial Customer's only recourse is to immediately: (1) discontinue use of the Service; (2) terminate Service membership; and (3) notify TextTrust.com of termination.
Upon termination of the Service, Trial Customer's right to use the Service immediately ceases. Trial Customer shall have no right and TextTrust.com shall have no obligation thereafter to forward any monitoring data associated with Trial Customer's Trial Account.
14. SUSPENSION OF SERVICE
TextTrust.com reserves the right to suspend the Service with or without cause at any time and effective immediately without notice to Trial Customer.
15. NO RESALE OF SERVICE
Trial Customer's right to use the Service is personal to Trial Customer. Trial Customer may be an individual, a corporation, or other legal entity. Trial Customer agrees not to resell or make any commercial use of the Service or to assign any rights under this TextTrust.com Terms of Service without the express written consent of TextTrust.
16. LIMITATION OF LIABILITY
TextTrust.com SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGE RESULTING FROM THE USE OF THE SERVICE OR THE INABILITY TO USE THE SERVICE OR FOR COST OF PROCUREMENT OF SUBSTITUTE SERVICES OR RESULTING FROM UNAUTHORIZED USE OF THE TRIAL CUSTOMER'S TRIAL ACCOUNT OR TRIAL ACCOUNT INFORMATION OR DATA, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLE LOSSES.
17. LIMITED WARRANTIES
17.1. TextTrust.com makes every reasonable effort to maintain the uninterrupted operation of the TextTrust.com Services, subject to regularly scheduled server and network maintenance cycles. However because many events and circumstances are beyond the control of TextTrust.com, TextTrust.com does not in any way warrant or otherwise guarantee the availability of the TextTrust.com system or servers and is not responsible for any delay or loss of data, lack of connection, slow connection, or any other such issues whether due to the active or passive negligence of TextTrust. TextTrust.com may, at its sole discretion, limit or deny access to its servers, if, in the judgment of TextTrust.com, such limitations or denials of access are required to assure the security of the network, the integrity of the network structure, or to prevent damage to the network, the software or the data stored on the TextTrust.com servers.
17.2. ALL TextTrust.com SERVICES ARE PROVIDED TO YOU ON AN "AS IS" BASIS, AND WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
17.3. THE TOTAL SOLE AND EXCLUSIVE REMEDY AVAILABLE TO YOU AS THE RESULT OF ANY BREACH OF THIS AGREEMENT, NEGLIGENCE, OR ANY ACTION OR FAILURE TO ACT WHETHER INTENTIONAL OR OTHERWISE SHALL BE NIL. IN NO EVENT SHALL TextTrust.com BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS OR LOSS OF BUSINESS AS THE RESULT OF ANY SUCH ACTION OR INACTION WITHOUT REGARD TO THE LIKELIHOOD OF ANY SUCH DAMAGES.
Trial Customer agrees to indemnify and hold TextTrust.com, its officers, employees and supporting contractors, harmless from any claim or demand, including attorney's fees, made by any third party due to or arising out of Trial Customer's use of the Service, the violation of the TextTrust.com Terms of Service by Trial Customer, or the infringement by Trial Customer, or other user of the Service using Trial Customer's computer, of any property or other right of any person or entity.
18.1. You agree to fully defend and indemnify and hold harmless TextTrust.com of and from any and all third party claims, causes of action, demands, costs, damages including both direct and consequential damages, specifically including attorneys fees and costs, expert fees and costs and mediation and/or arbitration fees and costs incurred (whether paid or not) as the result of any breach or claim of breach of this agreement or your negligence whether active or passive or any negligence of TextTrust.com in any way related to your use of the TextTrust.com Services or any portion thereof. Choice of counsel remains exclusively that of TextTrust.
18.2. You agree to fully defend and indemnify and hold harmless TextTrust.com of and from any and all third party claims, causes of action, demands, costs, damages including both direct and consequential damages, specifically including attorneys fees and costs, expert fees and costs and mediation and/or arbitration fees and costs incurred (whether paid or not) as the result of any violation or claimed violation of any copyright or other intellectual property right of any third party which is in any way related to your use of the TextTrust.com Services or any portion thereof. Choice of counsel remains exclusively that of TextTrust.
19. PROPRIETARY OF RIGHTS TO CONTENT
Trial Customer acknowledges that the Service and its content, including but not limited to text, software, graphics or other material presented to Trial Customer as part of the Service ("Content") by TextTrust.com, is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws; therefore, Trial Customer is only permitted to use this Content as expressly authorized by TextTrust. Trial Customer may not copy, reproduce, distribute, or create derivative works from this Content without written authorization from TextTrust.
The TextTrust.com Terms of Service shall be governed by and construed in accordance with the laws of the province of Ontario, Canada, excluding its conflict of law provisions. Trial Customer and TextTrust.com agree to submit to the exclusive jurisdiction of the Province of Ontario.
Trial Customer and TextTrust.com agree to submit to the exclusive jurisdiction of the province of Ontario.
If any provision of the TextTrust.com Terms of Service is held by a court of competent jurisdiction to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties with the other provisions remaining in full force and effect.
TextTrust's failure to exercise or enforce any right or provision of the TextTrust.com Terms of Service shall not constitute a waiver of such right or provision unless acknowledged and agreed to by TextTrust.com in writing. The prevailing party shall be entitled to recover its reasonable attorneys' fees and costs arising from any action to enforce or arising out of the TextTrust.com Terms of Service.
Trial Customer and TextTrust.com agree that any cause of action arising out of or related to this Service must be filed in the Court of Toronto, Ontario within six (6) months after the cause of action accrues; otherwise it is agreed that such cause of action is permanently waived and the parties charged shall be forever released of all liability.
The section titles of the TextTrust.com Terms of Service are solely used for convenience of the parties and have no legal or contractual significance.