Registrant Sublicense Agreement
Updated June 2023
THIS REGISTRANT SUBLICENSE AGREEMENT, THE TERMS AND CONDITIONS HEREIN, AND ALL TERMS, POLICIES, AND GUIDELINES INCORPORATED HEREIN BY REFERENCE (“AGREEMENT”) IS A LEGALLY BINDING AGREEMENT BETWEEN ICONECTIV, LLC THE SHORT CODE REGISTRY SERVICE PROVIDER ("REGISTRY SERVICE PROVIDER"), AND THE APPLICANT FOR A SUBLICENSE TO USE A SHORT CODE ("YOU" OR “YOUR”). BY FILLING OUT THE INFORMATION ON THE “CREATE YOUR ACCOUNT” PAGE ON WWW.USSHORTCODES.COM (“WEBSITE”), INDICATING THAT YOU HAVE READ AND ACCEPT THE AGREEMENT, AND CLICKING THE “CREATE ACCOUNT” BUTTON, YOU AGREE TO BE BOUND BY THIS AGREEMENT.
Registry Service Provider and CTIA-The Wireless Association (“CTIA”) reserve the right to modify this Agreement, at any time, in their sole discretion (“Updated Terms”). Updated Terms will be effective as to all Short Codes You have leased upon the earlier of (a) Your submission of a completed application form (“Application”) for the lease of a new Short Code; (b) Your submission of an Application to renew a Short Code lease (including by Auto-renew); or (c) thirty (30) days after the Updated Terms are posted on the Website (“Notice Period”). Your Application for a new Short Code lease, Your Application to renew a Short Code lease, and/or Your continued use of a Short Code after the Notice Period, will constitute Your acceptance of such Updated Terms to this Agreement. Such acceptance will apply to all Short Codes leased by You. Therefore, You should review this Agreement prior to taking such action, and at least once every thirty (30) days, to understand Your obligations under this Agreement. Registry Service Provider may choose to notify You of Updated Terms by email, but is not obligated to do so. If You do not agree to the Updated Terms to this Agreement, You may not submit an Application for a new Short Code lease, submit an Application to renew a Short Code lease, or continue to use a Short Code after the Notice Period. To terminate this Agreement, and prevent the Updated Terms from applying to You, You must send a notice of termination to email@example.com prior to the expiration of the Notice Period. Upon such termination, You will not receive a refund for any amounts paid under this Agreement.
You are bound by the terms of this Agreement. By accepting this Agreement, You agree that You are responsible for any and all content associated with any Short Code You have leased. Accordingly, You represent and warrant that (a) You will require any entity that transmits or distributes content to an end user through a Short Code leased by You (“Short Code Content Provider(s)”) to agree, in writing, to all the terms and conditions of this Agreement; (b) You will ensure that all Short Code Content Providers are capable of performing their obligations under this Agreement; and (c) all Short Code Content Providers own or have the appropriate rights to the content they use and distribute. For the avoidance of doubt, You remain liable under this Agreement for all actions taken with respect to any Short Code You lease, regardless of whether You access and/or use the Short Code directly, or make the Short Code available for access or use by others.
Registry Service Provider administers a method for assigning Short Codes. Short Codes are a string of numeric characters that are interoperable across communication service providers in the United States of America (“USA”) that participate in the Short Code program ("Participating Carriers"). Participating Carriers, and other participating members of the wireless telecommunications industry, have appointed CTIA to administer the Short Code Registry (“Administrator”), and CTIA acting in that capacity, has granted Registry Service Provider a license to lease Short Codes in the manner described in this Agreement (“Services”). Short Codes are only intended for use in the USA. You may review the Short Code General FAQs for more information about the Services.
3. Application Process.
A. Account. To use the Services, You must first create an account. To create an account, You must select and enter a user ID, password, and all the requested information on the “Create Your Account” webpage on the Website. You are solely responsible for maintaining the confidentiality of Your user ID and password. You must immediately notify Registry Service Provider of any unauthorized use of Your account, and You are responsible for any unauthorized activities, charges, and/or liabilities that arise from Your account, until Registry Service Provider receives such notification. You may not transfer, lend, or share Your account with a third party, unless otherwise permitted by this Agreement. By creating an account, You agree that any and all information that You provide under this Agreement will be true, accurate, complete, and will be the most up-to-date information that You possess (“Verified Information”). You may make changes to the Verified Information, at any time, by logging into Your account. If You fail to meet Your obligation to provide Verified Information, Registry Service Provider may suspend or terminate Your account and access to the Services.
B. Application. In order to lease a Short Code, after creating an account, You must complete and submit an Application for each Short Code that You want to lease and submit the required Fees set forth in Section 5 of this Agreement. You may apply to lease up to twenty (20) Short Codes per Application. You may submit multiple Applications. For each Application You submit, You must provide Verified Information. You will receive a confirmation email once Your submitted Application has been received. You must retain the confirmation e-mail for each Application You submit. Detailed instructions on how to complete and submit an Application can be found here. Any failure by You, or by any party using Your leased Short Codes to immediately provide Verified Information regarding Your Application may result in penalties, that may include, but are not limited to, the suspension or termination of Your Short Code lease, Your inability to renew a Short Code lease, or lease a new Short Code. Registry Service Provider may notify You in the event that any of the above penalties are imposed. The strict observation of Your obligation to provide Verified Information is a material term of this Agreement. Any failure by You, or by any party using Your leased Short Codes to immediately provide Verified Information regarding Your Application may result in penalties, that may include, but are not limited to, the suspension or termination of Your Short Code lease, Your inability to renew a Short Code lease, or lease a new Short Code. Registry Service Provider may notify You in the event that any of the above penalties are imposed. The strict observation of Your obligation to provide Verified Information is a material term of this Agreement.
C. Types of Short Codes. All Applications for Short Codes are accepted by Registry Service Provider on a first-come, first-served basis. Once Registry Service Provider determines that Your Application is complete, You will be assigned a Short Code on a random basis from the pool of available Short Codes ("Random Short Code") unless You specifically request a Short Code from Registry Service Provider (“Selected Short Code”). Registry Service Provider makes no representation that any specific Short Code will be available upon request. You acknowledge and agree that submission of an Application or otherwise meeting the Short Code lease eligibility requirements does not guarantee that Your Application will be approved; that You will ultimately lease a particular Short Code; that any Participating Carrier will accept, implement, provision, or maintain Your leased Short Code; or that You will be able to use the Short Code at all.
D. Lease Terms. All Short Codes, whether a Selected Short Code or Random Short Code, shall be available for a lease term of three (3), six (6), or twelve (12) months (“Selected Lease Term”) and may be renewed by You for an additional three (3), six (6), or twelve (12) month lease period (“Selected Renewal Lease Term”).
E. Expiration Grace Period. In the event that Your Short Code lease expires, and is not renewed, You may be given a sixty (60) day grace period, at the discretion of Registry Service Provider, in which to manually renew Your Short Code lease (“Grace Period”). For avoidance of doubt, any renewal made during the Grace Period will retroactively begin on the date that the previous Short Code lease expired. If at the end of the Grace Period, You do not manually renew Your Short Code lease, this Agreement shall automatically terminate. Upon termination or expiration of this Agreement, the Short Code(s) You leased, will be made available to the general public after an appropriate aging period.
A. General. You can elect to have Your Short Code lease automatically renewed upon its expiration date ("Auto-Renew" or “Auto-Renewal”). To Auto-Renew Your Short Code lease, You must select the appropriate box in the Application. Otherwise, Your Short Code lease will not Auto-Renew. Once You have enrolled Your Short Code lease(es) in Auto-Renew; five (5) days prior to the expiration of a current Selected Lease Term, and subject to the then current Agreement; Your Short Code shall Auto-Renew for a lease period equivalent to the length of its previous Selected Lease Term (“Auto-Renew Lease Term”). Upon such renewal, You agree to pay the full amount of the Auto-Renew Lease Term Fee, by authorizing Registry Service Provider to debit the payment method that You have on file. You acknowledge and agree that the Auto-Renew Lease Term Fee may be higher or lower than the fee You paid for a previous Selected Lease Term. For example, if a Selected Lease Term for a Short Code was twelve (12) months, and You elect to Auto-Renew Your lease, Registry Service Provider will automatically renew Your Short Code lease for an additional twelve (12) month period. Short Code Auto-Renewal payments are non-refundable. Registry Service Provider shall have no liability to You or any third party in connection with the Auto-Renew Lease Term as described herein, including, but not limited to, any failure or errors in renewing the Services.
B. Opt-Out. Once enrolled in Auto-Renew, You may opt-out at any time prior to five (5) calendar days before the expiration of a Selected Lease Term. If You choose to opt-out of Auto-Renew, You shall be solely responsible for manually renewing Your Short Code lease in the event You wish to renew Your Short Code lease. Neither Registry Service Provider or CTIA shall be responsible for Your inability to continue leasing a Short Code caused by Your failure to manually renew Your Short Code lease, if You have opted-out of Auto-Renew.
A. Fees. As consideration for the Services, You agree to pay Registry Service Provider a non-refundable fee of $1,000 per month for each Selected Short Code and $500 per month for each Random Short Code, (collectively, referred to herein as “Fees”). The Fees are subject to change at any time by Registry Service Provider, in its sole discretion. Notwithstanding the foregoing, the Fees in effect at the time of Your submission of an Application to lease a Short Code, or renew a Short Code lease, will remain in effect with respect to such Short Code lease for the Selected Lease Term. The Fees for the entirety of a Selected Lease Term, Selected Renewal Lease Term, and Auto-Renew Lease Term, are due and payable immediately, but no later than sixty (60) days, after Your submission of an Application for a new Short Code lease or to renew a Short Code lease (“Default Payment Terms”).
B. Payment Information. You are solely responsible for all payment information You provide to Registry Service Provider and must promptly inform Registry Service Provider of any changes thereto (e.g., change of expiration date, account number, or billing address). If for any reason Registry Service Provider is not able to take the payment from the payment method you provide, Your Short Code lease may suspend, terminate, or expire. It is Your responsibility to keep all information related to Your payment information current.
C. Third Party Vendor. In order to process a Lease Term payment, Registry Service Provider may use a third party vendor to update the expiration date and account number of the credit card You have on file. Such third party vendors maintain relationships with various credit card issuers and provide Registry Service Provider with information about the credit card information You provide by comparing it with the information the third party has on file. By storing a credit card in the service, You acknowledge and agree that we may share Your credit card information with third party vendors for this purpose.
6. Monthly Billing Program.
A. Program Enrollment. You can choose to participate in the Short Code monthly billing program (“Monthly Billing Program”). The Monthly Billing Program allows You to pay the Fees associated with Your lease of a Short Code on a monthly basis over the course of a twelve (12) month lease term (“Monthly Billing Payment Terms”). To participate in the Monthly Billing Program, You must (i) email Registry Service Provider and ask to be enrolled and (ii) be in good standing and maintain a minimum of five (5) existing or newly leased Short Codes in Your account (“Minimum”). Enrollment in the Monthly Billing Program is at the sole discretion of Registry Service Provider. Once You are enrolled in the Monthly Billing Program, You may add an unlimited number of Short Codes to Your Monthly Billing Program account.
B. Short Code Enrollment. Any new Short Code lease will require You to select and pre-pay the initial Selected Lease Term at time of purchase for any Short Code You wish to enroll in the Monthly Billing Program. Any valid promotional discount coupons may be applied for the initial Selected Lease term. You can also choose to enroll any existing pre-paid Short Code into the Monthly Billing Program upon a renewal. If the existing Short Code lease expires prior to the issuance of the next monthly invoice, You will be required to pre-pay a lease term of one (1) month prior to the Short Code being placed in the Monthly Billing Program. You agree that enrollment of Your leased Short Codes in the Monthly Billing Program will occur after the initial Selected Lease Term is completed, is on a month-to-month basis, and such enrollment will automatically renew each month, unless terminated in accordance with this Section 6. Upon enrollment, the Monthly Billing Payment Terms will supersede the Default Payment Terms in this Agreement, in regard to the applicable Short Codes.
C. Short Code Renewal. Once any required initial Selected Lease Term is completed as defined in this Section 6, Your Short Code will automatically be renewed in the Monthly Billing Program for a renewal lease term of twelve (12) months.
D. Short Code Removal & Monthly Billing Program Termination. You may remove a Short Code from the Monthly Billing Program or entirely terminate your participation in the Monthly Billing program by (i) paying the initial Selected Lease Term in full for that Short Code; (ii) providing notice by emailing Registry Service Provider at firstname.lastname@example.org seven (7) calendar days prior to the end of the current calendar month; and (iii) paying the last monthly bill that includes the Short Code You want removed. Alternately, you may opt an individual Short Code out of the Monthly Billing Program within the Registry by clicking on the Opt Out of Monthly Billing button on the Short Code List. In this scenario, payment must be remitted against any outstanding invoices for that Short Code. When a Short Code is removed from the Monthly Billing Program, the Short Code lease will automatically terminate at the paid-through expiration date of the Short Code lease, unless You manually renew the Short Code lease. For avoidance of doubt, You must maintain the Minimum at all times in order to participate in the Monthly Billing Program.
E. Payments. All Monthly Billing Program account payments are due monthly, in advance. Payments may be paid by credit card, ACH, or debit card via the service, or by sending in a check (drawn on a US bank) or wire transfer/ACH directly to the Registry Service Provider. If You elect to pay by sending in a check or wire transfer/ACH, You must provide the wire transfer/ACH details upon Registry Service Providers’ request. In the event that a payment cannot be processed for any reason, You will be notified and will have seventy-two (72) hours to provide corrected payment information. If this occurs more than once, Registry Service Provider reserves the right to immediately terminate Your enrollment in the Monthly Billing Program. If You do not pay Your monthly bill on time (payment received no later than the 15th day of the month in which payment of the invoice is due regardless if the 15th is a weekday or weekend) or You do not maintain the Minimum in Your account for more than two (2) consecutive months, then Your account will be dropped from the Monthly Billing Program. Any Short Code leases unenrolled from the Monthly Billing Program will be converted to pre-paid leases that will automatically terminate at the paid-through expiration date of the Short Code lease, unless You manually renew the Short Code lease.
F. Program Modifications. Registry Service Provider reserves the right to extend, modify or discontinue the Monthly Billing Program at any time, in its sole discretion. Any removal, modification, or termination of the Monthly Billing Program will not affect the then current monthly term of any Short Codes enrolled in the Monthly Billing Program, but will apply to all subsequent terms and to any new Short Codes You may lease.
Registry Service Provider may take all remedies available to collect amounts owed by You under this Agreement. In the event that You dispute any amounts owed, or take any action to initiate a credit card or ACH chargeback for any payment made, such action may result in the termination or suspension of Your Short Code lease, until the dispute is resolved. At such time, depending on the outcome of the dispute, Your Short Code lease may be reinstated or cancelled, in Registry Service Providers’ sole discretion. Additionally, You are also responsible for all taxes associated with any payments owed.
8. Acceptable Use Policy.
You will at all times strictly comply with the Acceptable Use Policy ("AUP"). Changes to the AUP will be posted on the Website and will become effective, thirty (30) days thereafter. The AUP applies to all Short Codes You have leased. Any violation of the AUP by You, or by any party using Your leased Short Codes, will result in penalties that may include, but are not limited to, the suspension or termination of Your Short Code lease; or the inability to renew a Short Code lease or lease a new Short Code. In addition, a violation of the AUP with respect to a Short Code You have leased may result in penalties being levied against other Short Codes You have leased and/or may result in Participating Carriers restricting Your ability to use a leased Short Code. Your strict compliance with the AUP is a material term of this Agreement.
9. Right of Refusal.
Registry Service Provider reserves the right, in its sole discretion, to refuse to register any Random Short Code or Selected Short Code. YOU AGREE THAT ANY AND ALL FEES AND AMOUNTS PAID TO REGISTRY SERVICE PROVIDER ARE NON-REFUNDABLE. You agree that neither Registry Service Provider nor CTIA shall be liable for any losses or damages that may result from Registry Service Provider’s exercise of its right to refuse to lease any Short Code. You acknowledge and agree that neither Registry Service Provider nor CTIA shall be liable to You, or any other party, in connection with any claims, damages, losses, expenses, or costs incurred or suffered by You as a result of actions taken or not taken by Participating Carriers.
LEASING A SHORT CODE IN NO WAY GUARANTEES YOU THE RIGHT TO SEND OR RECEIVE COMMUNICATIONS USING A SHORT CODE OR THE RIGHT TO USE A SHORT CODE IN ANY OTHER MANNER. IN ORDER TO ACTIVATE YOUR LEASED SHORT CODE, YOU MUST OBTAIN APPROVAL FROM EACH INDIVIDUAL PARTICIPATING CARRIER THROUGH WHICH YOU WOULD LIKE TO TRANSMIT CONTENT. THE TERMS AND CONDITIONS OF ALL SUCH ARRANGEMENTS WITH INDIVIDUAL PARTICIPATING CARRIERS ARE AT THE SOLE DISCRETION OF THAT PARTICIPATING CARRIER AND SHALL NOT IN ANY WAY INVOLVE REGISTRY SERVICE PROVIDER. IN ADDITION, REGISTRY SERVICE PROVIDER DOES NOT GUARANTY THAT YOU WILL BE ABLE TO RETAIN A SHORT CODE PAST THE THEN CURRENT SELECTED LEASE TERM.
11. Assignment or Transfer of Your Short Code Lease.
You may transfer or assign Your Short Code lease if: (a) Your account is in good standing; and (b) the party to which the lease is assigned agrees to be bound by the terms of this Agreement. You may also assign Your lease to an affiliate controlled by You; an affiliate controlled by the same entity that controls You; or in connection with the sale of all or substantially all of Your assets to a third party successor in interest, so long as the party to which the lease is assigned agrees, in writing, to be bound by the terms of this Agreement; and You provide Registry Service Provider with the documentation it deems necessary to evidence the assignment.
13. Disclosure of Information.
You represent that (a) You intend to use and will use each leased Short Code for the purpose set forth in the Application, in adherence with all the terms of this Agreement, and not for the purpose of blocking another party from using a Short Code; (b) neither Your registration, the manner in which You intend to use, or Your use of, a Short Code lease, will directly or indirectly infringe or violate the legal rights of a third party; (c) You have all requisite power and due authority to execute this Agreement and to perform Your obligations hereunder; (d) You will adhere to any and all laws, statutes, rules, and regulations pertaining to Your use of the Services, the lease of a Short Code, and Your performance of this Agreement, including without limitation laws related to intellectual property, defamation, and publicity; (e) You will not use a Short Code to commit a criminal offense or to encourage conduct that would constitute a criminal offense or give rise to a civil liability, or otherwise violate any local, state, federal or international law or regulation; (f) You will not use a Short Code to upload or otherwise transmit any content that You do not have a legal right to transmit, or in a way that interferes or infringes on the intellectual property rights of a party; (g) You will not interfere with the ability of other users to access or use the Services, disrupt the Services, servers, networks connected to the Services, or disobey any requirements, procedures, policies, or regulations of networks connected to the Services; (h) You will not claim a relationship with, or to, any individual, business, association, institution, or other organization for which You are not authorized to claim such a relationship, including but not limited to Registry Service Provider, CTIA, or Participating Carriers; (i) You will not misrepresent the Services, or make false or misleading statements about the Services, including without limitation, false statements that You are the Registry Service Provider or Administrator; (j) You will not reproduce, duplicate, copy, use, distribute, sell, resell, or otherwise exploit any portion of the Services for any commercial purpose, and (k) You acknowledge that Registry Service Provider and/or its agents may, from time to time, request information from You to verify Your compliance with this Agreement. You agree to provide timely and complete responses to all such reasonable requests.
BY LEASING A SHORT CODE, YOU HEREBY ACKNOWLEDGE THAT YOUR USE OF SUCH SHORT CODE IS AND SHALL REMAIN IN COMPLIANCE WITH THE ABOVE. YOUR SHORT CODE LEASE MAY BE SUBJECT TO TERMINATION IN THE EVENT THAT YOUR USE OF A SHORT CODE IS DETERMINED TO BE IN VIOLATION OF THIS AGREEMENT.
15. Reservation of Rights.
Registry Service Provider, CTIA, and their agents/subcontractors reserve the right, but do not assume the obligation, to strictly enforce this Agreement by issuing warnings, suspending Services, or terminating Services, prior to actively investigating violations and prosecuting them in any court or other appropriate venue. In addition, Registry Service Provider reserves the right to deny, cancel, transfer, or otherwise make any Short Code that it deems necessary unavailable, in its sole discretion: (a) to protect the integrity and stability of the Services; (b) to comply with any applicable laws, government rules, policies or requirements, requests of law enforcement, or in compliance with any dispute resolution process; (c) to avoid any civil or criminal liability, on the part of Registry Service Provider, as well as its affiliates, subsidiaries, officers, directors, representatives, employees, and stockholders; (d) for violations of any agreement between Registry Service Provider and any third party related to the Services; and (e) to correct mistakes made by Registry Service Provider, in connection with a Short Code lease.
You acknowledge that all right, title, and interest in and to the database of Short Codes, each Short Code individually, the underlying technology used in connection with the Services, the Short Code directory, and all software, material, information, communications, text, graphics, links, electronic art, animations, audio, video, photos, and other data (collectively, "Intellectual Property") available within the Services are the exclusive property of either Registry Service Provider or, in some instances, of licensors and/or third-party providers from whom Registry Service Provider has obtained a license to use their Intellectual Property. You acknowledge that although You have a lease to use a Short Code during a Selected Lease Term, You have no proprietary ownership interest in any leased Short Code. You agree that You will not take any action that would cause You to acquire any trademark, trade name, or trade dress rights in any Short Code or the Services. You acknowledge and agree that the Application does not confer immunity from objection to either the registration or use of any Short Code by a third party. Neither Registry Service Provider, CTIA, or any Participating Carrier is responsible in any way for any conflict or dispute with or without any actual or threatened claim against You relating to a Short Code, including without limitation a claim that any use of a Short Code interferes with or infringes on a registered or unregistered trademark, trade name, service mark, or other rights relating to a name or other identifying indicia of a third party, or any other intellectual property rights or proprietary rights (including without limitation rights of publicity) of a third party relating to the defamation or interference with the right of privacy of any third party. Except as expressly authorized by Registry Service Provider, or as may be posted on the Services, You may not copy, reproduce, publish, distribute, modify, create derivative works of, rent, lease, sell, transfer, display, transmit, compile, or collect in a database, or in any manner, commercially exploit any part of the Intellectual Property, or the Services, in whole or in part. You may not store any significant portion of any Intellectual Property, or the Services, owned by, or licensed to Registry Service Provider, in any form, whether archival files, computer-readable files, or any other medium. You also may not "mirror" any Intellectual Property, or the Services, on any server.
The Website may include links that lead to websites owned by independent third parties (“Third Party Websites”). For avoidance of doubt, Registry Service Provider does not have control over Third Party Websites, and is not responsible for their accessibility via the Internet. Registry Service Provider does not endorse products, services, or information provided by Third Party Websites. Registry Service Provider shall not be responsible or liable, directly or indirectly, for any damage or loss caused by, alleged to be caused by, or in connection with, the use of, or reliance on, any content, goods, or services available on or through Third Party Websites. Further, the inclusion of these links does not imply that any Third Party Websites have given permission for inclusion of these links, or that there is any relationship between Registry Service Provider and any Third Party Websites.
18. Trademark Notice; Use of Name and Logos.
CTIA, CTIA logos, iconectiv, iconectiv logos, their taglines, and the look, feel, and trade dress of the Services are the exclusive trademarks, service marks, trade dress, and logos of CTIA, and iconectiv respectively. All other trademarks, service marks, trade dress, and logos used on the Services are the trademarks, service marks, trade dress, and logos, of their respective owners. You authorize Registry Service Provider and CTIA to use Your name and logo to identify You as a customer in its press releases and other materials, so long as Registry Service Provider and CTIA follow Your trademark use guidelines.
19. Designated Agent.
The Digital Millennium Copyright Act, signed into law on October 28, 1998, amended the copyright laws to provide limitations for service provider liability relating to material online. In compliance with such Act, Registry Service Provider has an agent designated to receive notice of alleged copyright infringements contained in the Services (“Designated Agent”). All inquiries regarding alleged copyright infringement in the Services should be sent to the Designated Agent at:
Attention: Legal Department,
100 Somerset Corporate Blvd.,
Bridgewater, NJ 08807,
or by email to email@example.com.
20. Local Laws; Export Control.
Registry Service Provider controls and operates the Services from its headquarters in the USA, and makes no representation that the Services are appropriate or available for use in other locations. If You use the Services from other locations, You are responsible for compliance with applicable local laws, including, but not limited to, export and import regulations of other countries. Unless otherwise explicitly stated, all marketing or promotional materials that are part of the Services are solely directed to individuals, companies, or other entities located in the USA.
21. Disclaimer of Warranty, Limitation of Liability.
YOU AGREE THAT YOUR ACCESS TO AND USE OF THE SERVICE AND A SHORT CODE ARE AT YOUR OWN RISK. NEITHER REGISTRY SERVICE PROVIDER, CTIA, OR ANY OF THEIR RESPECTIVE PARENTS, SUBSIDIARIES, SHAREHOLDERS, MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, SUBCONTRACTORS, OR AGENTS (COLLECTIVELY REFERRED TO AS “COVERED PARTIES”) WARRANT THAT THE SERVICES OR A SHORT CODE WILL BE UNINTERRUPTED OR ERROR-FREE. THE COVERED PARTIES MAKE NO WARRANTIES AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, OR A SHORT CODE, OR TO THE ACCURACY, RELIABILITY, OR CONTENT WITHIN THE SERVICES. THE SERVICES ARE PROVIDED ON AN "AS IS", "AS AVAILABLE" BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. TESTING AND APPROVAL OF AN APPLICATION DOES NOT ENSURE THAT IT WILL RUN WITHOUT ERROR OR THAT IT WILL NOT OTHERWISE CAUSE HARM TO YOU, YOUR CUSTOMERS, END USERS, OR PARTICIPATING CARRIERS. IN NO EVENT WILL THE COVERED PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT YOUR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES OR A SHORT CODE, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS, LOSS OF GOODWILL, LOST BUSINESS, LOST DATA, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER DAMAGES OR LOSSES THAT RESULT FROM MISTAKES, INACCURATELY ENTERED DATA, UNAUTHORIZED USE, OMISSIONS, INTERRUPTIONS, ERRORS, DEFECTS, DELAYS IN OPERATION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT LIMITED TO ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO INSTITUTIONS RECORDS, PROGRAMS, OR SERVICES. YOU AGREE THAT THE FOREGOING LIMITATIONS OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK. IN NO EVENT SHALL THE COVERED PARTIES BE LIABLE TO YOU FOR ANY AMOUNT EXCEEDING THE AMOUNT OF PAYMENTS MADE BY YOU FOR A SHORT CODE LEASE. THIS PROVISION SHALL SURVIVE TERMINATION OR EXPIRATION OF THIS AGREEMENT.
You agree to indemnify, defend, and hold harmless Registry Service Provider, CTIA, Participating Carriers, and all of their respective parents, subsidiaries, shareholders, members, officers, directors, employees, affiliates, and agents (each an "Indemnified Party") from any claim or demand, including reasonable attorney's fees, made by any third party due to, arising out of, or relating to Your (or an authorized party on your behalf) (a) breach of the warranties, representations, and obligations under this Agreement; (b) use or nonuse of the Services or a Short Code; (c) violation of any intellectual property or other proprietary rights (including without limitation the right of publicity), or right of privacy of any person or entity; (d) use of any content transmitted or received through a Short Code; (e) failure, or the inability of any end user to send or receive communications through Your Short Code; (f) violation of any operating rules or policies relating to any service(s) provided under this Agreement; or (g) provision of information to Registry Service Provider, including, without limitation, any misrepresentation in Your Application. When an Indemnified Party is threatened with suit, or sued by a third party, the Indemnified Party may seek written assurances from You concerning Your promise to indemnify the Indemnified Party. Your failure to provide those assurances may be considered a material breach of this Agreement. The Indemnified Party shall have the right to participate in any defense by You of a third-party claim related to Your use of any Short Code or this Service, with counsel of its choice, at its own expense. The Indemnified Party shall reasonably cooperate in the defense at Your request and expense. You shall have sole responsibility to defend the Indemnified Party against any claim, but You must receive the Indemnified Party's prior written consent regarding any related settlement. The terms of this paragraph will survive any termination or expiration of this Agreement.
23. Reservation of Rights.
Registry Service Provider reserves the right, at any time, to modify, discontinue, temporarily, or permanently suspend the Services (or any part thereof) without notice. You agree that Registry Service Provider will not be liable to You or to any third party for any modification, suspension, or discontinuation of the Services.
A. By You. You may discontinue Your participation in and access to the Services, for any reason, or as otherwise provided in this Agreement, upon at least thirty (30) days written notice to Registry Service Provider. This Agreement will continue to apply to Your past use of the Services, even if You are no longer using the Services.
B. By Registry Service Provider. Registry Service Provider may terminate this Agreement, any part of the Services, or Your Short Code lease, in its sole discretion (i) in the event You breach any obligation under this Agreement; (ii) You fail to respond to an inquiry from Registry Service Provider, within ten (10) calendar days, concerning the accuracy or completeness of Your Application information; (iii) if You have violated the AUP or any policy of Registry Service Provider; (iv) pending a dispute regarding Your leased Short Code with Registry Service Provider or a third party; (v) if Registry Service Provider receives a court order or arbitration award requiring Registry Service Provider to delete, transfer, or modify a Short Code; (vi) if You fail to provide Verified Information; or (vii) if any Participating Carrier terminates Your use of a Short Code, for any reason.
C. Effect of Termination. Unless otherwise specified in writing by Registry Service Provider, You will not receive a refund for any amounts paid, as of the date of termination. If termination of this Agreement is due to a default by You, You shall bear all costs of such termination, including any reasonable costs Registry Service Provider incurs in closing Your account. You agree to pay any and all costs incurred by Registry Service Provider in enforcing Your compliance with this Agreement. You also agree that upon termination or expiration of Your account for any reason, Registry Service Provider may delete all Your Account Information.
Other than proceedings resulting from an indemnification obligation, any dispute, controversy, or claim between You and Registry Service Provider, CTIA, and/or Participating Carriers (and any of their respective parents, subsidiaries, shareholders, members, officers, directors, employees, affiliates, subcontractors or agents) arising out of or relating to this Agreement, the breach, termination, non-renewal of this Agreement or any Short Code lease, a refusal to grant new Short Codes, or the validity of this Agreement, shall be finally settled by binding arbitration on an individual basis. The arbitration shall be conducted in accordance with the American Arbitration Association's ("AAA") Commercial Arbitration Rules. Judgment upon the award of the arbitrator may be entered by any court of competent jurisdiction over the parties on the subject matter of this Agreement. The place of arbitration shall be the County of Loudoun, Virginia, USA. The language of the arbitration shall be in English. Except as precluded by the United Nations Convention on the Recognition and Enforcements of Foreign Arbitral Awards, the internal procedural and substantive laws of Virginia, and the United States Federal Arbitration Act shall govern all questions of arbitral procedure, arbitral review, scope of arbitral authority, and arbitral enforcement. The parties agree that the award of the arbitrator shall be the sole and exclusive remedy between them regarding any claims, counterclaims, issues, or accountings presented or pled to the arbitrator; that the award shall be made and shall be promptly payable in United States dollars, free of any tax, deduction, or offset; and that any costs, fees, or taxes necessary to enforce the award shall, to the maximum extent permitted by law, be charged against the party resisting such enforcement.
THE PARTIES AGREE THAT ANY DISPUTE WILL BE ARBITRATED ON AN INDIVIDUAL BASIS. CLASS, REPRESENTATIVE, AND PRIVATE ATTORNEY GENERAL ARBITRATIONS AND ACTIONS ARE NOT PERMITTED. A party may bring claims against another party only in that party's individual capacity and may not participate as a class member or serve as a named plaintiff in any purported class, representative, or private attorney general proceeding. This Arbitration Provision does not permit and explicitly prohibits the arbitration of consolidated, class, or representative disputes of any form. In addition, although the arbitrator may award any relief that a court could award that is individualized to the claimant and would not affect other parties, no party may seek, nor may the arbitrator award, non-individualized relief that would affect other parties. Further, the arbitrator may not consolidate or join more than one person's claims unless all parties affirmatively agree in writing.
If any of the prohibitions in the preceding paragraph are held to be unenforceable as to a particular claim, then that claim (and only that claim) must be severed from the arbitration and brought in court. Unless applicable law would preclude enforcement of this limitations period, no claim may be submitted by a party to arbitration in accordance with this Section 25 unless notified by the other party within one (1) year of the date on which the submitting party first knew, or should have known of the existence of the facts indicating the existence of such dispute. In any dispute relating to the suspension, termination, non-renewal, or denial of an Application due to an allegation that there has been a violation of the AUP, or failure to provide Verified Information, the Applicant must, prior to bringing an arbitration under this Section 25, complete the dispute resolution process offered by the CTIA and its partners, as set forth in the AUP.
26. Force Majeure.
Neither party shall be deemed in default hereunder, nor shall it hold the other party responsible for, any cessation, interruption, or delay in the performance of its obligations hereunder due to earthquake, flood, fire, storm, natural disaster, act of God, war, terrorism, armed conflict, labor strike, lockout, or boycott (each a “Force Majeure Event”). However, the party relying upon this Section 26 must promptly give the other party written notice thereof, no later than five (5) days after discovery of the Force Majeure Event, and (b) shall take all steps reasonably necessary under the circumstances to mitigate the effects of the Force Majeure Event upon which such notice is based. In the event that a Force Majeure Event extends for a period in excess of thirty (30) days in the aggregate, Registry Service Provider may immediately terminate this Agreement.
27. Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to conflicts of law principles. Any matters in dispute will be determined in accordance with the law of the Commonwealth of Virginia, without reference to the Convention on Contracts for the International Sale of Goods. The venue for any lawsuits shall be located in the County of Fairfax, in the Commonwealth of Virginia.
28. Assignment of Agreement.
Except as otherwise set forth in Section 11 herein, Your rights under this Agreement are not assignable or transferable. Any attempt by Your creditors to obtain an interest in Your rights under this Agreement, whether by attachment, levy, garnishment, or otherwise, renders this Agreement voidable at Registry Service Provider's option. This Agreement shall inure to the benefit of, and be binding upon, Registry Service Provider's successors and assigns.
In the event that any provision of this Agreement shall be unenforceable or invalid under any applicable law, or be so held by applicable court decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole, and in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of the parties within the limits of applicable law or applicable court decision.
No waiver of any provision of this Agreement shall be effective unless it is in writing and signed by an authorized representative of Registry Service Provider. The failure of a party, at any time, or from time to time, to require performance of any obligations of the other party hereunder shall not affect its right to enforce any provision of this Agreement at a subsequent time. The waiver of any rights arising out of any breach of this Agreement, shall not be construed as a waiver of any rights arising out of any prior or subsequent breach.
31. Entire Agreement.
Except as otherwise set forth in this Agreement, this Agreement completely and exclusively states the agreement of the parties regarding the subject matter herein, and supersedes all prior agreements and understandings, whether written or oral, with respect to the subject matter of this Agreement.