Reminder-Center

by: BigDates eMarketing Solutions 		  
 
   
Terms and Conditions
As an ASP customer, you agree to the following terms and conditions:

BigDates.com
ASP Private Label Gift Reminder Service
Terms of Service


BigDates.com, Inc., a California Corporation with offices at Tridias Ltd., 124 Walcot Street, Bath, BANES BA1 5BG ("BigDates", "Us"), is willing to grant you ("You", "Your", ASP Client") access to the ASP Private Label Gift Reminder Service subject to the following Terms of Service ("TOS").

Definitions
Active User(s) - Customers (as defined below) registered in an ASP Client account that to the best of BigDates knowledge are receiving emails sent by the Service. This excludes any Customers (as defined below) whose emails are being bounced.

Billing Date - the day of the month the ASP Client completes registration and the setup fee is billed. For example, if You complete registration and Your setup fee is billed on the twenty-first (21st) of September your Billing Date is the twenty-first (21st).

Content - includes, but is not limited to, products, logos, marks, artwork, images, sound, creative work, text and photographs described and/or used in the Service (as defined below).

Customer - the end user customer of an ASP Client.

Registration Data - includes all data of the ASP Client collected during the registration process. Such data includes, but is not limited to, company name, address, phone number, type of business, credit card number, credit card billing address, Federal and State Tax ID Number and backup withholding exemption certification.

Service - a licensable gift reminder service known as the ASP Private Label Gift Reminder Service. The Service is completely automated allowing self-registration, integration and execution capability by the ASP Client without assistance from BigDates. The purpose of the Service is to provide small to medium size online retailers access to a stand-alone gift reminder service for use by ASP Client Customers. The Service will be accessible from the ASP Client website or directly via a unique URL assigned to each ASP Client of the Service using the domain ReminderCenter.

Web Site(s) - the web site currently known as ReminderCenter.com, owned and operated by BigDates, and all web site extensions using the domain name ReminderCenter.com, including all ASP Clients assigned unique URL.

Use of Service
BigDates licenses the Service to You on a monthly basis provided that You do not (and do not allow any third party or Customer) to copy, modify, create a derivative work from, reverse engineer, reverse assemble or otherwise attempt to discover any source code or obtain unauthorized access to the Service, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Service. The TOS does not constitute or imply a sale of any hardware, software, other technology, Content or assets (tangible or intangible) owned by BigDates or any of its affiliates. You are granted a non-exclusive, non-transferable limited license to use the Service for your commercial use, all according to the TOS. No other use of the Service or related Web Site not mentioned in the TOS is permitted.

The Content, technology and/or processes described and/or used in this Service and contained on the related Web Sites may be the subject of intellectual property, copyright or trademark rights reserved by BigDates or other third parties. Except for the limited license granted by the TOS, nothing contained herein shall be construed as conferring to You in any manner, whether by implication, estoppel or otherwise, any license, title or ownership of or to any Content, technology and/or processes of BigDates or any third party.

Your Representations
  1. By accessing, browsing and/or using this Service, You acknowledge that You have read, understand and agree to be bound by all terms in the TOS and You will comply with all applicable laws and regulations. THE TOS CONTAINS WARRANTY DISCLAIMERS AND OTHER PROVISIONS THAT LIMIT OUR LIABILITY TO YOU. PLEASE READ THIS AGREEMENT IN ITS ENTIRETY. If you do not agree to these terms, please do not use the Service.

  2. You are responsible for obtaining access to the Service, and that access may involve third-party fees (such as Internet service provider or airtime charges). You are responsible for those fees, including those fees associated with the display or delivery of Your Content. In addition, You must provide and are responsible for all equipment necessary to access the Service.

  3. In consideration of Your use of the Service, You represent that You are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. You also agree to: (a) provide true, accurate, current and complete Registration Data and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete.

Privacy Policy
You understand that BigDates is concerned about the safety and privacy of all those who use the Service including You, Your Customers and those whose information is provided by Customers, particularly children. For this reason, the TOS includes adherence to BigDates Privacy Policy by You and Your Customers. By use of the Service, You and Your Customers agree to abide by the BigDates Privacy Policy. The BigDates Privacy Policy can be found at http://www.bigdates.com/about/privacypolicy.asp

Acceptable Use Policy
BigDates has adopted a policy on the acceptable use of the Service to ensure that the Service is used in a lawful and appropriate manner. Additionally, the policy is designed to help protect the Service, all users of the Service (including Customers of the Service) and the Internet community, from irresponsible or illegal activities. This policy pertains to the entire use of the Service including ecards, paper greeting cards and their related messages and/or images. You agree to not use the Service or allow Your Customers to:
  1. upload, post, email, transmit or otherwise make available any Content, whether explicitly stated, implied, or suggested through use of symbols, that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, indecent, pornographic, sadistic, cruel, libelous, invasive of another's privacy, hateful, of a sexually explicit or graphic nature, or racially, ethnically or which might be legally actionable or otherwise objectionable for any reason;
  2. harm minors in any way;
  3. attempt to steal passwords or credit card information from any ASP Client or Customer of the Service;
  4. impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity;
  5. forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service;
  6. upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships;
  7. violate any party's copyright, trademark, proprietary or other intellectual property rights, including trade secret rights;
  8. upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation, including the use of ecards and paper greeting cards;
  9. upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
  10. interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service (as determined by BigDates in its sole discretion);
  11. intentionally or unintentionally violate any applicable local, state, national or international law including but not limited to those related to data privacy, international communications, and exportation or technical or personal data;
  12. provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act;
  13. collect or store personal data about Customers or other ASP Clients in connection with the prohibited conduct and activities set forth in paragraphs 1 through 12 above.

You understand that all Content whether publicly posted or privately transmitted, is the sole responsibility of the person from whom such Content originated. This means that You, and not BigDates are entirely responsible for all Content that You upload, post, email, transmit or otherwise make available via the Service. BigDates does not control the Content posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of such Content. Under no circumstances will BigDates be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Service.

You acknowledge that BigDates may or may not pre-screen Content, but that BigDates and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or move any Content that is available via the Service. Without limiting the foregoing, BigDates and its designees shall have the right to remove any Content that violates the TOS or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness or usefulness of such Content.

You acknowledge, consent and agree that BigDates may access, preserve and disclose your account information and Content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the TOS; (c) respond to claims that any Content violates the rights of third parties; (d) respond to your requests for customer service; or (e) protect the rights, property or personal safety of BigDates its users and the public.

You understand that the technical processing and transmission of the Service, including your Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

You understand that the Service and software embodied within the Service may include security components that permit digital materials to be protected, and that use of these materials is subject to usage rules set by BigDates and/or content providers who provide Content to the Service. You may not attempt to override or circumvent any of the usage rules embedded into the Service. Any unauthorized reproduction, publication, further distribution or public exhibition of the materials provided on the Service, in whole or in part, is strictly prohibited.

ASP Client Account, Password and Security
You will receive a password and account designation upon providing all Registration Data. You are responsible for maintaining the confidentiality of the password and account and are fully responsible for all activities that occur under Your password or account. You agree to (a) immediately notify BigDates of any unauthorized use of your password or account or any other breach of security, and (b) ensure that You exit from your account at the end of each session. BigDates cannot and will not be liable for any loss or damage arising from Your failure to comply with this Section.

Fees and Charges
Setup and monthly fees will be automatically charged to a valid credit card provided by You at registration. At the completion of registration the setup fee will be charged to the applicable credit card. If within thirty (30) days of the completion of registration and charge of the setup fee, You decide and notify BigDates that you do not want to continue to use the Service, for any reason, the full amount of the setup fee will be refunded to You. This thirty (30) day 100% money-back guarantee period ends on the first Billing Date subsequent to registration.

Each subsequent Billing Date, starting with the Billing Date in the first month subsequent to the month of registration, the applicable credit card will be charged a monthly fee equal to the number of Active Users as of that Billing Date times the published rate per Customer. Any amount owed to You by BigDates relating to sales of paper greeting cards or other revenue generating events managed by BigDates, if any, will be deducted from the monthly charge. If the monthly credit card charge is not approved Your account will automatically be suspended until the monthly fee owed is paid. If the fee is not paid within five business days Your account will be terminated.

Any additional fees incurred by You (e.g. technical support, customization of landing pages or email templates) will be charged immediately to the applicable credit card on file. If any additional fees owed are not paid (e.g., the credit card number on file is declined) Your account will be automatically suspended until the monthly fee owed is paid. If the fee is not paid within five business days Your account will be terminated.

Termination or Cancellation
You may terminate the Service at anytime. The Service provides a means for automatic termination. You do not need to directly notify BigDates.

You agree that BigDates may, under certain circumstances and without prior notice, immediately terminate Your account, any associated email address and access to the Service. Cause for such termination shall include, but not be limited to, (a) breaches or violations of the TOS or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) discontinuance or material modification to the Service (or any part thereof), (d) unexpected technical or security issues or problems, (e) extended periods of inactivity, (f) engagement by You in fraudulent or illegal activities, and/or (g) nonpayment of any fees owed by You in connection with the Services.

Upon termination, for whatever reason, Your applicable credit card will be automatically charged as if that date was the next Billing Date. There is no monthly proration of fees for the final billing, so it is to Your advantage to cancel just prior to your Billing Date.

Additionally, upon termination for whatever reason, all Active Users in your account will be notified that the Service has been terminated and no further reminders will be sent to them on Your behalf. The Active Users will be given a choice to unsubscribe from the Service, remain in the Service or transfer their account information to a BigDates affiliate. This will be done at the sole discretion of BigDates. If the Active User chooses to stay in the Service they will continue to receive reminders and have access to all the features of the Service and be bound by the TOS. However, gift suggestions will no longer contain Your product or services (unless an affiliate arrangement has been entered into with Us and You, solely at Our discretion), and no more fees will be owed by You or payable to You by BigDates with the exception of affiliate fees, if any.

Termination of your BigDates account includes (a) deletion of your password and all related information, files and Content associated with or inside Your account (or any part thereof) and (b) barring of further use of the Service. Further, you agree that all terminations for cause shall be made in BigDates sole discretion and that BigDates shall not be liable to you or any third party for any termination of Your account, any associated email address, or access to the Service.

Grant of Rights by ASP Client
You hereby grant BigDates a non-exclusive, worldwide, non-transferable, non-sub licensable, royalty free, revocable right and license to all Content submitted by You solely for use within the Service. BigDates does not claim ownership of Content You submit or make available for inclusion on the Service. This license exists only for as long as You elect to continue to include such Content on the Service and will terminate at the time You remove or BigDates removes such Content from the Service.

Links and Advertisements
In the future, BigDates may feature in the Service links to third-party web sites. These may appear in the form of text links, advertisements, banners, buttons, digital cash or otherwise. Some of the goods and services available through these links may be offerings by independent companies, which are not affiliated in any way with BigDates or its affiliates. BigDates makes no representations as to the quality, fitness, workmanship, value, appropriateness, or reliability of the merchandise available or the solvency or financial viability of any advertiser. BigDates will not reimburse or indemnify You for any losses You may incur as a result of transactions with any BigDates advertiser. Such links, if any, will be put in a place on the Web Site, emails or other correspondence that will give these links secondary prominence to Your Content. BigDates will own any revenue generated via such links.

There may be circumstances where access to the Service is provided by a link located at another web site. Neither BigDates nor its affiliates makes any representations or give any warranties with respect to any information contained in or at these other sites and neither BigDates nor its affiliates shall be liable for any damages or injury arising from the content of these other sites. Neither BigDates nor its affiliates endorses the individuals, companies, or other similar entities, or any products or materials associated with such individuals, companies, or other similar entities, that provide a link to this Site.

Indemnity
You hereby indemnify, defend and hold harmless BigDates and its affiliates, officers, directors, employees, owners, agents, content providers, partners, licensors and other users of the Service (collectively, the "Indemnified Parties") from and against any and all liability and costs, including, without limitation, reasonable attorneys' fees, incurred by the Indemnified Parties in connection with any claim arising out of any breach by You or any Customer of Your account of this TOS, including without limitation, Content you submit, post, transmit or otherwise make available through the Service, Your use of the Service, Your connection to the Service, Your violation of the TOS, or Your violation of any rights of another. You shall cooperate as fully as reasonably required in defense of any such claim. BigDates reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you.

General Practices Regarding Use and Storage
You acknowledge that BigDates may establish general practices and limits concerning use of the Service, including without limitation the maximum number of days that email messages or other uploaded Content will be retained by the Service, the maximum number of email messages that may be sent from or received by an account on the Service, the maximum size of any email message that may be sent from or received by an account on the Service, the maximum disk space that will be allotted on BigDates' servers on Your behalf, and the maximum number of times (and the maximum duration for which) you may access the Service in a given period of time. You agree that BigDates has no responsibility or liability for the deletion or failure to store any messages and other communications or other Content maintained or transmitted by the Service. You further acknowledge that BigDates reserves the right to modify these general practices and limits from time to time.

Modifications to Service
BigDates reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that BigDates shall not be liable to You or to any third party for any modification, suspension or discontinuance of the Service.

Disclaimer of Warranties
YOU EXPRESSLY UNDERSTAND AND AGREE THAT: 1. YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. BIGDATES AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OWNERS, AGENTS, CONTENT PROVIDERS, PARTNERS, LICENSORS AND OTHER USERS OF THE SERVICE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. 2. BIGDATES AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OWNERS, AGENTS, CONTENT PROVIDERS, PARTNERS, LICENSORS AND OTHER USERS OF THE SERVICE MAKE NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS; (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED; and (vi) THAT ECARDS, PAPER GREETING CARDS, GIFTS, EMAIL REMINDERS OR OTHER COMMUNICATIONS SENT THROUGH THE SERVICE WILL REACH THEIR INTENDED RECIPIENTS OR WILL REACH SUCH RECIPIENTS ON THE DATE SPECIFIED BY THE SENDER. 3. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM BIGDATES OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS.

Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT BIGDATES AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OWNERS, AGENTS, CONTENT PROVIDERS, PARTNERS, LICENSORS AND OTHER USERS OF THE SERVICE SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF BIGDATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.

NEITHER BIGDATES NOR ITS AFFILIATES TAKE ANY RESPONSIBILITY OR ASSUMES ANY LIABILITY FOR ANY CONTENT UPLOADED OR OTHERWISE TRANSMITTED BY YOU, YOUR USERS OR ANY THIRD PARTY, OR FOR ANY MISTAKES, DEFAMATION, SLANDER, LIBEL, OMISSIONS, FALSEHOODS, OBSCENITY, PORNOGRAPHY, INDECENCY, LEWDNESS, HARASSMENT, THREATS, ABUSE, OR PROFANITY YOU MAY ENCOUNTER IN USING THE SITE. YOU AGREE TO HOLD HARMLESS BIGDATES AND ITS AFFILIATES AND PARTIES WITH WHOM BIGDATES HAS CONTRACTED FOR PURPOSES OF HOSTING OR MAINTAINING THIS SITE FROM ALL CLAIMS BASED UPON COMMUNICATIONS OR MATERIALS MADE AVAILABLE BY YOU OR YOUR CUSTOMERS ON THE SITE.

Notice
BigDates may provide you with notices, including those regarding changes to the TOS, by email, regular mail or postings on the Service. By using this Site, you agree to be bound by any such revisions and should therefore periodically visit this Site (http://www.reminder-center.com) to determine the then-current Terms to which you are bound.

Enforcement by BigDates
In the event BigDates determines, in its sole discretion, that you have violated any of the TOS, BigDates shall have the right to pursue any remedies available to it under applicable law in addition to the right to immediately terminate your account and/or refuse the registration of new Customers from Your account.

General Information
Acceptance/continuation of Customers. BigDates reserves the right, if in its sole discretion it decides that the ASP Client or Customer registering to use the Service, is not an appropriate user of the Service to deny access and/or use of the Service to them. BigDates also has the right to terminate or suspend access to the Service for You or any of Your Customers of the Service with cause, including, without limitation, service abuse, breach, or assignment of this Agreement.

Choice of Law and Forum. The TOS and the relationship between You and Us shall be governed by the laws of the State of California without regard to its conflict of law provisions. You and Us agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Contra Costa, California. Waiver and Severability of Terms. The failure by BigDates to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any provision of the TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the TOS remain in full force and effect.

Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred.





  


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