WorldAware Notification Services Additional Terms and Conditions.
Use of WorldAware, Inc.’s (“WA”) Notification Services, including but not limited to its Worldcue® Communicator and mass notification services (“NS”), by any client or prospective client of WA (“Subscriber”) is subject to the following terms which are in addition to any terms and conditions contained in the applicable written agreement between the parties:
- General. Neither WA nor any Service Provider have a duty to screen, monitor, or otherwise review the Subscriber Content transmitted via the NS. Subscriber acknowledges that the NS are a passive conduit for the distribution and transmission of Subscriber Content to Subscriber’s users of the WA Services. Subscriber understands that some NS features 1) may be dependent on Subscriber’s ability to obtain sufficient opt-in of user(s) and 2) will not function if a user “opts out” of receiving such notifications. Subscriber shall be liable for any loss or damage incurred due to any Subscriber Content, including any errors or omissions or any defamatory, discriminatory, malicious, deceptive, libelous or unlawful content in any Subscriber Content or transmission thereof, or for any loss or damage incurred as a result of the use of any Subscriber Content sent, accessed, posted, or otherwise transmitted via the NS. Subscriber shall not 1) attempt to violate the NS’s respective security measures; 2) attempt to gain unauthorized access to or use of any NS or a user’s data, systems, or networks, including any attempt to probe, scan, or test the vulnerability of a system or network or to breach security or authentication measures; or 3) send SPAM, junk-messages, unsolicited messages, messages for which Subscriber does not have legally sufficient consent to send, or similar messages via the NS.
- NS Subscriber Representations and Warranties. Subscriber represents and warrants, that (a) it is solely responsible, with regard to messages it has drafted or created, for approval of the content of such messages delivered, attaining any required consents, the selection of the recipients of the messages, and the manner, time and means of delivery of such messages; (b) its selection of message functionality and content, parties to be contacted, and time, manner and means of contact are and will be in compliance with all applicable laws (as defined in Schedule 1), and if any SMS message or similar text message will be sent by Subscriber pursuant to this Agreement, it will additionally be in compliance with laws including the Telephone Consumer Protection Act, its implementing regulations, and similar laws in all other relevant jurisdictions in which such SMS or text messages will be sent; and if any email message will be sent by Subscriber pursuant to this Agreement, it will be in compliance with the CAN-SPAM Act, the Federal Trade Commission’s CAN-SPAM Rule, and all other applicable laws, including, but not limited to, the Canada Anti-Spam Law (CASL), the EU’s Electronic Communications Directive 2002/58 and the implementing laws thereunder of the EU’s Member States, the General Data Protection Regulation, and the ePrivacy Regulation upon its effective date.
- Suspension and Notice. Subscriber understands that Service Providers may suspend performance of NS functionality based on reasonably sufficient notice from any third party or other evidence that a proposed or existing use of the NS violates applicable law or regulations, or guidelines set forth by the Mobile Marketing Association so as to create potential liability for such Service Provider. In the event of such suspension, WA will provide Subscriber will provide notice to Subscriber as soon as reasonably possible and include sufficient detail to identify the relevant issues. The Parties agree to reasonably negotiate resumption of the applicable NS functionality or terminate such Addendum pursuant to Section 13 (Term and Termination) if the violation is incurable. Each Party agrees to provide the other with immediate notice of any complaint, investigation or request by a federal, state or other entity that calls into question the compliance of the NS under this Agreement with any law or regulation.
- DISCLAIMER. SUBSCRIBER ACKNOLWEDGES AND AGREES THAT NS ARE NOT FAULT-TOLERANT AND NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE OR RESALE IN ANY CIRCUMSTANCES REQUIRING FAIL-SAFE PERFORMANCE, INCLUDING BUT NOT LIMITED TO, USE TO CARRY EMERGENCY CALLS OR SMS TO ANY EMERGENCY SERVICES, OR USE IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION, AIR TRAFFIC CONTROL, DIRECT LIFE SUPPORT MACHINES, OR WEAPONS SYSTEMS, OR IN ANY CASE IN WHICH THE FAILURE OF THE NS OR ANY COMPONENT THEREOF COULD CAUSE DEATH, PERSONAL INJURY, PROPERTY DAMAGE OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE, AND ANY SUCH USE SHALL BE AT SUBSCRIBER’S SOLE RISK.