readyACCESSviaSMS

Third Party Directory Listing Agreement

This listing agreement ("agreement") is a binding and valid legal agreement between (1) the individual or entity listed on the electronic registration page (the "application page") accessed via the website (as defined below) (collectively, "you") and (2) readyACCESSviaSMS ("readyACCESSviaSMS", "we", or "us"). This agreement, including all terms listed on the application page set forth the entire agreement between customer and readyACCESSviaSMS. If a listing is submitted by you on our webpage located at readyaccessviasms.com (the “website”), you agree to be bound by the terms of this agreement. By using the listing services described herein, you agree to be legally bound by the terms of this agreement. If you do not desire to be bound by the terms of this agreement, do not use the listing services described herein.

1. Listing Process

To apply to our directory, you will submit a complete listing on our Website. We will evaluate your listing in good faith and will notify you only if it is accepted or rejected. We will reject your listing if we determine, at our sole discretion, that your program is unsuitable for our listings. Unsuitable programs include but are not limited to those that promote illegal or immoral activities.

2. Accuracy of content

You are responsible for the accuracy of your data submitted on our website. readyACCESSviaSMS assumes no liability for inaccurate information shown on its website. If you find incorrect data, you may request a correction by emailing readyaccesviasms@gmail.com Regardless, readyACCESSviaSMS has the right to correct or edit data that it believes to be inaccurate. It has the right to change data to match what is displayed on your website.

readyACCESSviaSMS reserves the right, at any time and in readyACCESSviaSMS’s sole discretion, to refuse to list your organization.

3. License

You hereby grant to us a limited, non-transferable, non-exclusive, royalty-free and worldwide license, for the term of this Agreement, to publish, display, perform, copy, store, transmit and otherwise use, in connection with the performance of the listing services available via the Website, all materials and all intellectual property, including, but not limited to, copyrighted materials, trademarks, brands, service marks, trade names, email addresses, and links to your websites, that are owned by or licensed to you and that are used in the listings made available via Website for you pursuant to this Agreement (all such materials and intellectual property, collectively, is referred to as the “Listing Content”).

4. Proprietary Rights

You have and shall retain all right, title and interest (including copyright and other proprietary or intellectual property rights) in and to, and all responsibility and liability for, the Listing Content. You acknowledge and agree that, except for the Listing Content, the Website and all content, materials and intellectual property presented on or used in connection with the Website, including, without limitation, copyrighted materials, text, images, sounds, trademarks, brands, service marks, trade names and software programs or applications, are owned by or licensed to readyACCESSviaSMS and that this Agreement does not give you any ownership or license interest in any such content, materials or intellectual property. As between readyACCESSviaSMS and you, readyACCESSviaSMS shall be the sole and exclusive owner of all data and information collected by or through the Website from the users of and about the use of the Website, including all data and information regarding clicks on or around your listing or web-pages where Listing Content is displayed.

5. Representations

You hereby represent, warrant and covenant to readyACCESSviaSMS that (i) you have the right and authority to enter into and perform its obligations under this Agreement; (ii) you own or are a licensee of each part of the Listing Content; (iii) you operates a bona fide business that provides programs to combat opioid abuse; (iv) you have the right to grant to readyACCESSviaSMS the licenses contained in this Agreement; (v) neither you nor the Listing Content is the subject of any pending or, to your knowledge, threatened claim or litigation of any nature alleging a violation or infringement of any third party’s proprietary or intellectual property rights; (vi) Listing Content does not and will not contain any virus, worm, Trojan horse, time bomb or similar contaminating or destructive feature; (vii) the Listing Content does not (A) violate any law, regulation, rule, order, ordinance or other standard imposed by or in effect in any jurisdiction or (B) contain any information, content, work, name, mark, designation, link or other material that violates or infringes any proprietary, intellectual property, contract or other rights of any third party; and (viii) you will only use the services offered via the Website for legal purposes and will not use the service, directly or indirectly:

  1. to harass or advocate harassment of any person; exploit or attempt to exploit people in any sexual, violent or otherwise inappropriate manner;
  2. solicit personal information from anyone under 18;
  3. promote information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
  4. transmit "junk mail," "chain letters," or unsolicited instant messaging, or "spamming" in any fashion; solicit passwords or personal identifying information for commercial or unlawful purposes from users of the Website;
  5. promote contests or sweepstakes that is not in conformity with all applicable laws; or
  6. promote pyramid or ponzi schemes.
6. Term of the Agreement

The term of this Agreement shall be from the date of the Listing creation until the listing is terminated by either party. Either you or we may terminate this Agreement, with or without cause, by giving the other party written notice of termination.

readyACCESSviaSMS may at any time, suspend, disable or terminate your access to or use of the Service (a) if you violate or breach any provision of these Terms or the Premium Service Conditions (or have acted in a manner which shows that you do not intend to, or are unable to comply with the provisions of these Terms), (b) if readyACCESSviaSMS in its sole discretion believes it is required to do so by law (for example, where the provision of the Service to you is, or becomes, unlawful); or (c) immediately upon notice, to the e- mail address provided by you as part of your Account Information. readyACCESSviaSMS will not be liable to you or to any third party for the suspension or termination of your access or use of the Service. Upon any termination or suspension, you will no longer be able to access your account or the Service and readyACCESSviaSMS will have no obligation to maintain any Registration Information or any related information that was stored in our database related to your account or to forward any information to you (or to any third party). Any suspension or termination will not affect your obligations to readyACCESSviaSMS under these Terms (including, without limitation, ownership, confidentiality, indemnification and limitation of liability), which by their sense and context are intended to survive such suspension or termination.

7. Modification

We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our site. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE LISTING PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

8. Relationship of Parties

You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section.

9. Disclaimers

We reserve the right to redesign or modify the organization, structure or "look and feel" of the Website and/or services offered or promoted via the Website at any time without notice. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICE PROVIDED VIA THE WEBSITE AND THE WEBSITE ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. readyACCESSviaSMS DOES NOT WARRANT THAT THE WEBSITE OR THE SERVICES OFFERED VIA THE WEBSITE WILL BE UNINTERRUPTED OR ERROR FREE, NOR DOES readyACCESSviaSMS MAKE ANY WARRANTY AS TO THE PERFORMANCE OR ANY RESULTS THAT MAY BE OBTAINED BY USE OF THE WEBSITE. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT.

10. Limitation of Liability

IN NO EVENT SHALL readyACCESSviaSMS BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFIT OR GOODWILL, FOR ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ITS SUBJECT MATTER, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHERWISE, EVEN IF readyACCESSviaSMS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL readyACCESSviaSMS’S TOTAL LIABILITY FOR DIRECT DAMAGES EXCEED THE TOTAL FEES PAID BY CUSTOMER TO COMPANY UNDER THIS AGREEMENT.

11. Indemnification

You agree to indemnify, hold harmless and defend readyACCESSviaSMS and its directors, officers, managers, members, employees and agents from and against any action, claim, demand, dispute, or liability, including reasonable attorneys’ fees, arising from or relating to (a) any breach by you of its obligations or representations, warranties and covenants in this Agreement; (b) any claim or allegation that the Listing Content (i) infringes a third party’s proprietary or intellectual property right or (ii) violates any law, regulation, rule, order, ordinance or other standard imposed by or in effect in any jurisdiction; and (c) any sale, license or use of your products or services advertised via the Website. You agree that readyACCESSviaSMS shall have the right to participate in the defense of any such claim through counsel of its own choosing at readyACCESSviaSMS’s own expense.

12. Customer Disputes

You will not hold readyACCESSviaSMS responsible for Website users' actions or inactions, including things Website users post. You acknowledge that readyACCESSviaSMS is solely a facilitator of information and the Website is a venue to allow users to submit information for inclusion in the services. We are not involved in the actual provision of services. We do not control or guarantee that any user will actually complete a transaction with you. If you have a dispute with one or more users of the Website, you release readyACCESSviaSMS (and our officers, directors, managers, members, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

13. Miscellaneous

This Agreement will be governed by the laws of the United States, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in Boston, Massachusetts, and you irrevocably consent to the jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.