Tellbrite Terms of Use

1. Products

Client acknowledges having read and understood the terms and conditions set forth in this Agreement, which shall govern Client's use of Tellbrite's services and software. Such services and software are hereinafter referred to as “Products.” Client agrees to be bound by all terms and conditions of this Agreement and future modifications that Tellbrite, from time to time, may reasonably make to this Agreement.

2. Payment

All fees are due immediately and are non-refundable unless otherwise expressly noted, even if Client’s right to use Products is suspended, terminated, or transferred. Tellbrite expressly reserves the right to modify pricing through mail, email notification, or notice on its website.

If, for any reason, Tellbrite is unable to collect payment for the full amount owed to Tellbrite for the Products provided because of Client's fault and/or negligence, Client agrees to pay Tellbrite any charges, fees, or penalties that Tellbrite may have incurred in seeking to obtain such payment for Products provided to Client.

3. Invoicing

Client shall pay Tellbrite the amounts owed for Products purchased from Tellbrite upon receipt of invoices, which shall be sent by Tellbrite to Client through mail, email notification, or notice on its website.

4. Improper Use

As a condition for using Products, Client agrees not to use Products for any unlawful activities. Furthermore, Client agrees to comply with any applicable local, state, federal, and international laws, government regulations, or requirements affecting the use of Products by Client.

Client acknowledges that Tellbrite may monitor Client's use of Products to determine excessive use of resources, including, but not limited to: computer disk space, computer memory, or Internet traffic bandwidth, and that Tellbrite may, in its sole discretion, modify or restrict Client's use of Products to normalize such excessive use of resources and, in some instances, obtain additional payments from Client or cancel Client's use of Products.

Tellbrite reserves the right to terminate Products if Client's use of the Products results in, or is the subject of, legal action or threatened legal action against Tellbrite or any of its affiliates or partners, without consideration for whether such legal action or threatened legal action is eventually determined to be with or without merit.

Additionally, Tellbrite reserves the right to immediately terminate, without a refund of any fees paid to Tellbrite, Client's use of Products for any abusive or objectionable activity, including but not limited to:

• activities designed to defame, embarrass, harm, abuse, threaten, slander, or harass third-parties;
• activities prohibited by the laws of the United States of America or foreign countries in which Client conducts business;
• activities designed to encourage unlawful behavior by others, such as hate crimes, terrorism, and child pornography;
• activities that are tortuous, vulgar, obscene, or pornographic; invasive of the privacy of a third-party; racially, ethnically, or otherwise objectionable;
• activities designed to impersonate the identity of a third-party;
• illegal access to other computers or networks;
• distribution of computer viruses;
• sending of unsolicited bulk email (known as “spam”);
• and activities designed to harm or exploit minors in any way.

5. Intellectual Property

Client agrees that Tellbrite or its licensor holds all rights, title, and interest in all Products covered by this Agreement, and Client is hereby granted a limited, non-exclusive, non-transferable license to use Products purchased from Tellbrite. Client agrees not to alter or modify the Products, combine them with any other service, software, or product, create derivative works, reverse engineer, decompile, or otherwise attempt to uncover the source code, business logic, or design.

6. Client Representative

Client, or the individual acting on behalf of Client while entering into this Agreement, warrants to be eighteen (18) years of age or older and shall represent the Client as a duly authorized agent with respect to the Products.

7. Disputes

Any disputes brought forth by the Client with respect to the performance of this Agreement shall be submitted to binding arbitration by the American Arbitration Association, to be determined and resolved by said Association under its rules and procedures in effect at the time of submission. Client hereby agrees to pay in full the costs of said arbitration.

The final arbitration decision shall be enforceable through the courts of the state of Florida. In the event that this arbitration provision is held unenforceable by any court of competent jurisdiction, then this Agreement shall be as binding and enforceable as if this section were not a part hereof.

8. Taxes

Any and all taxes, except income taxes, imposed or assessed by reason of this Agreement or its performance, including but not limited to sales or use taxes, shall be paid by the Client.

9. Limitation of Liability

Tellbrite makes no warranties, whether written, oral, or implied, including without limitation, warranty of fitness for purpose or merchantability. In no event shall Tellbrite be liable for special or consequential damages, either in contract or tort, whether or not the possibility of such damages has been disclosed to Tellbrite in advance or could have been reasonably foreseen by Tellbrite, and in the event this limitation of damages is held unenforceable, then the Parties agree that, by reason of the difficulty in foreseeing possible damages, all liability to Client shall be limited to one and 00/100 dollars ($1.00) as liquidated damages and not as a penalty.

10. Indemnification

Client agrees to defend, indemnify, and hold harmless Tellbrite and its contractors, agents, employees, officers, directors, shareholders, and affiliates from any loss, liability, damages, or expense, including reasonable attorneys’ fees, resulting from any third-party claim, action, proceeding, or demand related to Client's use of Products purchased from Tellbrite. In addition, Client agrees to indemnify and hold Tellbrite harmless from any loss, liability, damages, or expense, including reasonable attorney’s fees, arising out of any breach of any representation or warranty provided herein, any negligence or willful misconduct by Client, or any allegation that Client's use of Products infringes a third-party copyright, trademark, or proprietary or intellectual property right, or misappropriates a third-party’s trade secrets.

11. Force Majeure

Tellbrite shall be excused from delays in performing or from failing to perform its obligations under this Agreement to the extent the delays or failures result from causes beyond the reasonable control of Tellbrite, including, but not limited to:

• acts of God or of the public enemy;
• U.S. or foreign governmental actions;
• strikes;
• utility interruption or failure;
• fire;
• flood;
• epidemic;
• and freight embargoes.

Certain technical difficulties, from time to time, may result in temporary interruption of Products. Client agrees not to hold Tellbrite liable for any consequences or damages such interruptions may have on Client's business or operations.

12. Complete Agreement

This Agreement contains the entire agreement between the Parties hereto with respect to the matters covered herein. No other agreements, representations, warranties, or other matters, oral or written, purportedly agreed to or represented by or on behalf of Tellbrite by any of its employees or agents, or contained in any sales materials, websites, or brochures, shall be deemed to bind the Parties hereto with respect to the subject matter hereof. Client acknowledges that it is entering into this Agreement solely on the basis of the representations contained herein.

13. Applicable Law

Tellbrite shall comply with all applicable laws in performing Products but shall be held harmless for violation of any governmental procurement regulation to which it may be subject but to which reference has not been made herein. This Agreement shall be construed in accordance with the laws of the state of Florida.

14. Scope of Agreement

If the scope of any of the provisions of the Agreement is too broad in any respect whatsoever to permit enforcement to its full extent, then such provisions shall be enforced to the maximum extent permitted by law, and the Parties hereto consent and agree that such scope may be judicially modified accordingly and that the whole of such provisions of this Agreement shall not thereby fail, but that the scope of such provisions shall be curtailed only to the extent necessary to conform to law.

15. Additional Work

After receipt of a work order from Client that adds to the Products, Tellbrite may, at its discretion, take reasonable action and expend reasonable amounts of time and money based on such order. Unless otherwise agreed to by the Parties, Client agrees to pay Tellbrite for such action and expenditure at the rate then charged by Tellbrite for such additional work.

16. Assignment

This Agreement shall be binding upon and inure to the benefit of the heirs, successors, and assigns of the Parties hereto.

17. Contact Information

Should you have any questions about this Agreement, please contact us at the following address:

PO Box 272519
Tampa, FL 33688