Terms of Use

This version was last updated on July 10, 2024.

INTRODUCTION

Welcome to Allen Edwin Homes! We are so glad that you’re interested in learning about our services.  These terms of service govern the use of all services (including websites) provided by Allen Edwin Homes (hereinafter referred to as “Allen Edwin”). Please review these terms carefully. By accessing or using any of our websites or services, you are agreeing these terms.

1. Overview

These Terms of Service (“Terms”) apply to all access to or use of the Allen Edwin websites, offerings, and services (collectively, “Services”), which are described in further detail on the Allen Edwin website. Allen Edwin provides you with these Services subject to your acceptance, without any modifications, of the Terms, as well as any other operating rules and policies that Allen Edwin publishes on its website, such as our Privacy Policy [https://terms.smsinfo.io/tc.php?id=1275264] (collectively, the “Agreement”). By accessing one of our Services, you represent that you have reached the age of majority for where you live or that you have had a parent or legal guardian consent to be bound by these Terms.

PLEASE REVIEW THIS AGREEMENT CAREFULLY. BY ACCESSING OR USING ONE OF ALLEN EDWIN’S SERVICES, YOU ACCEPT THE TERMS OF THIS AGREEMENT AND IT BECOMES A LEGALLY BINDING AGREEMENT BETWEEN YOU AND ALLEN EDWIN. IF YOU DO NOT AGREE WITH ANY PORTION OF THE AGREEMENT OR IF YOU DO NOT INTEND TO USE THE SERVICES IN ACCORDANCE WITH THESE TERMS, YOU MAY NOT ACCESS OR USE ANY ALLEN EDWIN SERVICE; YOU SHOULD LEAVE THIS WEBSITE IMMEDIATELY BY CLOSING YOUR INTERNET BROWSER WINDOW.

We reserve the right to change these Terms from time to time, and any revised Terms will supersede prior versions. Any updates to these Terms shall be posted on this website. Unless indicated otherwise, they will be effective on the date listed at the top of the Terms. You acknowledge your responsibility to review our Terms from time to time and to be aware of any such changes. By continuing to use any of the Allen Edwin Services after we post any such changes, you accept the revised Terms.

2. The Parties

In this Agreement, “we,” “us,” or “our” refers to Allen Edwin. “You,” “your,” and “Customer” refers to you personally, unless you are accessing or using our Services on behalf of an organization that does not have an existing contract with Allen Edwin that governs your actions. If the latter is the case, you are accepting the Terms for that organization and representing that you have the authority to bind the organization to the Terms; as such, “you,” “your,” and “Customer” will refer to the organization.

2.2. Affiliates. In this Agreement, an affiliate is an entity or person that controls a party, is controlled by a party, or is under common control with a party (such as a subsidiary, parent company, or employee). Each party to this Agreement will be responsible for the acts and omissions of their affiliates in connection with this Agreement.

3. The Services

When we refer to our Services in the Terms, we are referring to any of our platform services, including our programs, features, websites, account portals, and technical support. Allen Edwin relies in part on third-party service providers including but not limited to SlickText text messaging platform and HubSpot text messaging and email messaging platform to provide our Services. You should review SlickText’s Privacy Policy and the Terms of Use, as well as HubSpot’s Privacy Policy and the Terms of Use, and to familiarize yourself with them.

4. Service Availability

Services described on the Allen Edwin Sites may or may not be available in all countries or regions of the world, may be available under different trademarks in different countries, and, where applicable, may be approved or cleared by a government regulatory body for sale or use with different indications and restrictions in different countries.

We transmit messages initiated by you or sent to you by others through different routes and third-party service providers, and the level of reliability and support for special features varies according to the route. You are responsible for obtaining and maintaining all computer hardware, software, and communications equipment needed to access the Services and for paying all access charges (e.g., Internet Service Provider, telecommunications) incurred while using the Services.

Allen Edwin only provides that the Services are processed correctly and further transmitted by Allen Edwin to the applicable network. Allen Edwin is not responsible for the final delivery of any communication initiated through Allen Edwin’s Services, as this is out of our control and is the responsibility of downstream communications carriers.

Allen Edwin, relying on third-party service providers, transmits and receives text messages and voice broadcasts via other major telecommunications companies and mobile network operators, and thus Allen Edwin’s influence over the timing of the transmission of your messages and broadcasts is only within the technical constraints imposed upon Allen Edwin. While Allen Edwin shall use commercially reasonable efforts to transmit your messages and broadcasts to the applicable network for final delivery to your designated recipients as fast as possible, we cannot commit to, and do not guarantee, a specific maximum delivery time. Such times depend on various network and system-related factors among the various entities involved in the transmission of your messages and broadcasts across the public switched telephone network and/or Internet. You should know that communications carriers assign text messages and voice broadcasts with a default lifetime and any message or broadcast that cannot be delivered successfully within the lifetime assigned to it will be discarded by the communications carrier without any notice. Allen Edwin is not liable for any loss incurred by the failure of a message or broadcast to be delivered, and you acknowledge that damages for financial or other loss resulting from delivery failure cannot be claimed from Allen Edwin for any such non-deliveries.

5. Our Storage and Use of Your Data

5.1. Privacy Policy. By accessing or using our Services, you acknowledge that you have reviewed and agree to the Allen Edwin Privacy Policy, Allen Edwin Terms and Conditions, the SlickText Privacy Policy, and the HubSpot Privacy Policy. If you do not accept the terms of these privacy policies, you must stop using our Services immediately.

5.2. Deletion of Your Data. While our platform hosts some Customer data, the continued hosting and storage of your data is not guaranteed by us. Except as otherwise agreed between us in writing, we may occasionally delete your data, and we will not be liable for any damages, losses, or other consequences that you may incur as a result.

5.3. Storage, Use, and Deletion of Customer Data. To the extent that we host or have access to your customers’ personal data we may, as required by law or by our sole discretion, delete that personal data. We will not be liable for any damages, losses, or other consequences that you may incur as a result.

6. Add-ons

We may make additional features and products offered by third-parties (“Add-ons”) available on our Services. Your use of Add-ons available through our Services is subject to these Terms.

7. Your Use of Our Services Must Comply with the Law

You agree to use the Allen Edwin Services in accordance with all applicable guidelines, as well as all state and federal laws that the Services are subject to. In order to confirm your compliance with these Terms, so as to ensure that Allen Edwin is complying with national and international laws, we may, from time to time, periodically check the messages and broadcasts that you send.

7.1. Representation that Communications with Your Contacts Comply with the Law. You represent and warrant that the owners of the phone numbers you initiate messages or broadcasts to through the Allen Edwin Services have consented or otherwise opted-in to the receipt of such messages and broadcasts as required by any applicable law or regulation. You agree that you will include clear opt-out/unsubscribe information in your messages or broadcasts when required to do so by any applicable law or regulation, and that you will otherwise adhere to the Consumer Best Practices Guidelines promulgated by the Mobile Marketing Association, if it is applicable to your messages.

Your use of Allen Edwin Services must comply with any applicable CTIA Messaging Principles (as defined below). Customer will be solely responsible for the evaluation and qualification of Customer’s actual and prospective End Users, customers and/or Subscribers’ use cases to ensure such use cases follow applicable Messaging Principles Any SMS message that does not comply with the CTIA Messaging Principles constitutes a Default of these Terms and Conditions. “CTIA Messaging Principles” means (1) the CTIA Messaging Principles and Best Practices, dated as of January 19, 2017, as amended, supplemented and/or superseded from time to time by the CTIA The Wireless Association; or (2) any other similar documents or guidelines promulgated from time to time by the CTIA The Wireless Association.

You further agree that any individuals requesting Do-Not-Call (“DNC”) status shall be immediately placed on your DNC accounts list and you further agree that you will not initiate any further messages or broadcasts to any individuals after they request DNC status.

7.2. Agreement to Learn About and Comply with the Relevant Laws. You agree to familiarize yourself with and abide by all applicable local, state, national, and international laws and regulations pertaining to your use of our Services. You are solely responsible for all acts or omissions that occur under your account, including, without limitation, the content of the messages and broadcasts that you create and initiate through our Services. The Telephone Consumer Protection Act (TCPA), Federal Trade Commission and Federal Communications Commission rules, such as CALEA and CPNI, the National DNC list registry rules, CAN-SPAM, and various state laws, rules, and regulations place restrictions on certain types of phone calls and text messages. Without limiting the foregoing, you agree to familiarize yourself with the legal requirements triggered by any messages, calls, broadcasts, and campaigns transmitted through the Allen Edwin Services.

7.3 Regulatory Responsibilities. Customer (i) will be solely responsible for and will undertake all required action(s) before the FCC, any PUC, any state regulatory agency, any court or any other controlling regulatory bodies, agencies, commissions or other authority, and (ii) will obtain any required governmental approval(s).

7.4. Prohibited Uses of Our Services. You accept that our Services are provided for professional use only, and you agree that your use of our Services shall not include:

·      Sending unsolicited marketing messages or broadcasts (i.e., spam);

·      Sending any prohibited calls to life-line services, such as hospitals, fire, police, 911, or utility- related telephone numbers;

·      Using strings of numbers, as it is unlawful to engage two or more lines of a multi-line business;

·      Harvesting, or otherwise collecting, information about others without their consent;

·      Misleading others as to the identity of the sender of your messages or broadcasts by creating a false identity, impersonating the identity of someone/something else, or by providing contact details that do not belong to you;

·      Transmitting, associating, or publishing any unlawful, racist, harassing, defamatory, abusive, threatening, demeaning, immoral, harmful, vulgar, obscene, pornographic, or otherwise objectionable material of any kind;

·      Transmitting any material that may infringe upon the intellectual property rights of third parties, including trademarks, copyrights, and right of publicity;

·      Transmitting any material that contains viruses, Trojan horses, worms, time bombs, cancel-bots, or any other harmful or deleterious programs;

·      Interfering with, or disrupting, networks connected to the Services or violating the regulations, policies, or procedures of such networks;

·      Interfering with, or disrupting, networks connected to the Services or violating the regulations, policies, or procedures of such networks;

·      Interfering with another’s use and enjoyment of our Services;

·      Engaging in any other activity that Allen Edwin believes could subject it to criminal or civil liability.

You agree to provide legal contact information in any outbound campaign within any voice broadcast’s initial greeting message. You also agree to provide your own sound files for all outbound voice broadcast campaigns. Allen Edwin will not be liable for any misuse of the Services by you or your consultants, or customers. Allen Edwin is not responsible for the views and opinions contained in any of your messages or broadcasts. You further agree that Allen Edwin is, under no circumstances, responsible for the contents and/or accuracy of your messages or broadcasts and that Allen Edwin will only transmit them on a basis of good faith that you use the Services in accordance with these Terms.

7.5. No Intentional Calls to Non-RBOC Areas. You agree that you will not purposely route calls to high-cost non-RBOC (Regional Bell Operating Company) areas for origination or termination of telecommunications traffic on the Allen Edwin system. Calls may be monitored and reported upon each billing cycle to ensure sound traffic patterns. Allen Edwin will address any excessive routing of high-cost calls by a Customer, and fines may be assessed to recover excess charges from Allen Edwin VoIP termination companies.

8. Other Limitations

The following is a list of prohibitions and limitations on your use of our Services.

8.1. Use for Emergency Services Prohibited. You will not attempt to use our Services to access or allow access to Emergency Services.

8.2. Reverse Engineering Our Software Prohibited. Except as allowed by applicable law, you will not reverse engineer, decompile, disassemble, derive, or otherwise create, attempt to create or derive, or assist anyone else to create or derive the source code of any software provided in connection with our Services.

8.3. Right to Reclaim Phone Numbers. We reserve the right to reclaim any phone number from your account and to return that number to the relevant numbering plan if you do not send sufficient traffic over that phone number, such that the phone number is unutilized or underutilized, as defined by any local or federal regulatory agency and/or governmental organization with oversight over the relevant phone number and numbering plan. When reclaiming unutilized or underutilized phone numbers, we will notify you at least fourteen (14) days in advance, unless we are prevented from doing so by the relevant carrier regulatory agency or governmental organization.

We also reserve the right to reclaim phone numbers with no notice to you if your account is suspended for failure to pay or for suspected fraud, as well as if your free trial account is unutilized for more than thirty (30) days.

8.4. Allen Edwin Is Customer of Record. You acknowledge that Allen Edwin is the “customer of record” for all phone numbers provided as part of our Services. As the customer of record, we have certain rights with respect to porting phone numbers. You understand and agree that you may use the phone numbers provided as part of our Services subject to these Terms. Unless otherwise required by law, we reserve the right to refuse to allow you to port away any phone number in our sole discretion.

9. Content Submission

9.1. Confidential or Proprietary Information. You agree that any information or materials that you or individuals acting on your behalf provide to Allen Edwin (other than information required for your use of the Services as contemplated herein) will not be considered confidential or proprietary. Furthermore, except as otherwise required for your use of the Services as contemplated herein, you should not send any confidential or proprietary information to Allen Edwin via the Allen Edwin Sites or the email addresses referenced on the Allen Edwin Sites.

9.2. Your Rights in the Information. In connection with such information and materials, you warrant and represent to Allen Edwin that you have all rights, title, and interests necessary to provide such content to Allen Edwin and that your provision of the content to Allen Edwin does not infringe any third party’s proprietary or personal rights, including, but not limited to, any trademark, copyright, patent, or trade secret. By providing any such information or materials to Allen Edwin (other than information required for your use of the Services as contemplated herein), you grant to Allen Edwin an unrestricted, irrevocable, worldwide, royalty-free, perpetual license to use, reproduce, display, publicly perform, transmit, make derivative works of, and distribute such information and materials. You further agree that Allen Edwin is free to use any ideas, concepts, or know-how that you or individuals acting on your behalf provide to Allen Edwin.

9.3. Online Forums. Allen Edwin may at its option provide you with one or more areas within the Allen Edwin Sites for online discussions (e.g., a message board, wiki, or chat room). Should you choose to participate in such a forum, you agree to not utilize the forum for illegal or inappropriate purposes. Allen Edwin reserves the right, but will not be obligated, to edit or delete postings to its forums at any time and for any reason. Allen Edwin shall also have no responsibility or liability for any content created or posted by you or other third parties within any online forum.

10. Intellectual Property

10.1. No Customer Right to Allen Edwin Intellectual Property. You are permitted to access the Allen Edwin Services and any content provided by Allen Edwin (which may include text, images, hosted software, sound files, video, or other content and which may be provided via the Allen Edwin Sites or otherwise) solely for the purpose of receiving information about Allen Edwin’s business and products, purchasing and utilizing our Services, communicating with us, entering prize promotions offered by us, or as otherwise stated on the Allen Edwin Sites. Allen Edwin hereby grants a worldwide, fully paid-up, perpetual, non-exclusive, non-transferable license to you to use the Allen Edwin Services solely for that purpose.

We may have copyrights, trademarks, patents, trade secrets, or other intellectual property rights covering subject matter in the Services, including the web pages that are part of the Services and the Allen Edwin Sites. Except as expressly provided in these Terms, the availability of the Services and the Allen Edwin Sites does not give you any license to these patents, trademarks, copyrights, or other intellectual property. All copyrights, trademarks, patents, trade secrets, and other intellectual proprietary rights contained in the Allen Edwin Services are the sole property of Allen Edwin or its licensors, each of whom reserves all rights with regard to such materials. You acknowledge and agree that you may not copy, reproduce, retransmit, modify, alter, create any derivative works, reverse engineer, decompile, or disassemble any portion of the Services, including any proprietary communications protocol used by the Services without the express written permission of Allen Edwin. All other trademarks or trade names are the property of their respective owners, and such material may not be copied, downloaded, redistributed, modified, or otherwise exploited, in whole or in part, without the permission of the owner.

10.2. Compliance with the Digital Millennium Copyright Act. Allen Edwin abides by the federal Digital Millennium Copyright Act (DMCA) by responding to notices of alleged infringement that comply with the DMCA and other applicable laws. As part of our response, we may remove or disable access to material residing on a site that is controlled or operated by Allen Edwin and that is claimed to be infringing, in which case we will make a good-faith attempt to contact the person who submitted the affected material so that they may make a counter notification, also in accordance with the DMCA. Allen Edwin does not control content hosted on third party websites, and we cannot remove content from sites it does not own or control.

If you are the copyright owner of content hosted on a third party site, and you have not authorized the use of your content, please contact the administrator of that website directly to have the content removed.

Before serving either a Notice of Infringing Material or a Counter-Notification, you may wish to contact a lawyer to better understand your rights and obligations under the DMCA and other applicable laws. The following notice requirements are intended to comply with Allen Edwin’s rights and obligations under the DMCA and, in particular, section 512(c). They do not constitute legal advice.

10.3. Filing a Notice of Infringing Material Under the DMCA. To file a notice of infringing material on a Site owned or controlled by Allen Edwin, please provide a notification containing the following details:

1.    Reasonably sufficient details to enable us to identify the work claimed to be infringed or, if multiple works are claimed to be infringed, a representative list of such works (for example, the title, author, any registration or tracking number, and URL);

2.    Reasonably sufficient detail to enable us to identify and locate the material that is claimed to be infringing (for example, a link to the page that contains the material);

3.    Your contact information so that we can contact you (for example, your address, telephone number, or email address);

4.    A statement that you have a good faith belief that the use of the material identified in (2) is not authorized by the copyright owner, its agent, or the law;

5.    A statement, under penalty of perjury, that the information in the notification is accurate and that you are authorized to act on behalf of the owner of the exclusive right that is alleged to be infringed.

6.    Your physical or electronic signature.

Then, email this notice to [OSA@allenedwin.com].

11. Communications About Allen Edwin Homes

11.1. Communications About Our Services. By filing out any forms with Allen Edwin, you agree that Allen Edwin may contact you via calls, text messages, or email to provide you with information about your account, transactions, and/or the Allen Edwin Services requested by you.

To the extent you have separately agreed to receive periodic text or voice alerts about products, services, events, special offers, or other promotional messages related to Allen Edwin, Allen Edwin may contact you pursuant to the terms of any such separate agreement.

12. Online Payments

All payments made through the Website or resulting from visits made by you are governed by Allen Edwin Standard Terms and Conditions [https://terms.smsinfo.io/tc.php?id=1275264] where applicable, which are hereby incorporated into these Terms of Use.

ALLEN EDWIN does not collect payment card information, for example debit or credit card information, (“PCI”) from Users. ALLEN EDWIN USES A THIRD-PARTY HOSTED PAYMENT PAGE AND PCI PROCESSOR. BY SUBMITTING PAYMENT THROUGH ALLEN EDWIN’S WEBSITE, you CONSENT TO THE PROCESSING OF YOUR PERSONAL AND PCI INFORMATION BY OUR SERVICE PROVIDERS.

13. No Warranty; Limitation of Liability

Allen Edwin reserves the right to modify, suspend, or discontinue the offering of any of the Allen Edwin Services at any time and for any reason without prior notice. Further, while Allen Edwin utilizes electronic and physical security to reduce the risk of improper access to or manipulation of data during transmission and storage, we cannot guarantee the security or integrity of the data and shall not be liable for breaches of security or integrity, third-party interception in transit, or any damage caused to your computer or other property by your use of the Allen Edwin Services.

You acknowledge that text messages and voice broadcasts are transmitted unencrypted and that eavesdropping of communications by third parties is possible. Allen Edwin recommends that you ensure sensitive and valuable information is communicated by a protected and/or encrypted method.

Allen Edwin shall use commercially reasonable efforts to make access to the Services available through the required access protocols, but makes no warranty or guarantee that (i) the Services will be available at any particular time; or (ii) you will be able to access the Services at any particular time or from any particular location. Allen Edwin will not be liable for any act or omission of any other company or companies furnishing a portion of the Services (including, without limitation communications carriers or ISPs); for any act or omission of a third party (including those vendors participating in Allen Edwin offerings made to you); for equipment that we do not furnish; or for damages that result from the operation of customer-provided systems, equipment, facilities, or services that are interconnected with the Service.

NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THE ALLEN EDWIN SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT ANY WARRANTIES OR CONDITIONS WHATSOEVER, EXPRESS OR IMPLIED. NOTWITHSTANDING THE FOREGOING OR ANY STATEMENT TO THE CONTRARY CONTAINED IN THESE TERMS, ALLEN EDWIN DOES NOT WARRANT THAT THE USE OF THE ALLEN EDWIN SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, INCLUDING, BUT NOT LIMITED, TO ANY INTERRUPTIONS TO THE SERVICES CAUSED BY THE INTENTIONAL AND/OR MALICIOUS ACTS OF THIRD PARTIES (E.G., HACKING), NOR SHALL ALLEN EDWIN BE RESPONSIBLE FOR ANY DATA LOSS OR LOSS OF ANY INFORMATION IN YOUR ACCOUNT, REGARDLESS OF THE CAUSE. ALLEN EDWIN ALSO MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE RESULTS THAT MAY BE OBTAINED FROM YOUR USE OF THE SERVICES OR THAT THE ALLEN EDWIN SERVICES WILL MEET ANY OF YOUR SPECIFIC REQUIREMENTS OTHER THAN AS MAY BE EXPRESSLY SET FORTH IN THESE TERMS.

ALLEN EDWIN MAKES NO REPRESENTATIONS OR WARRANTIES AND HEREBY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS, STATUTORY, OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE SERVICES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE MATERIAL, SERVICE, SOFTWARE, TEXT, GRAPHICS OR LINKS, AND ALL WARRANTIES IMPLIED FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, AND WARRANTIES RELATED TO THIRDPARTY EQUIPMENT, MATERIAL, SERVICES, OR SOFTWARE. TO THE EXTENT THIS DISCLAIMER CONFLICTS WITH APPLICABLE LAW, THE SCOPE AND DURATION OF ANY APPLICABLE WARRANTY WILL BE THE MINIMUM PERMITTED UNDER THAT LAW.

ALLEN EDWIN SHALL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES ARISING FROM LOSS OF USE OR LOST BUSINESS, LOSS OF OPPORTUNITY, LOSS OF REVENUE, LOSS OF ACTUAL OR ANTICIPATED PROFITS, LOSS OF DAMAGE TO OR CORRUPTION OF DATA OR LOSS OF GOODWILL), OR FOR ANY COST OF PROCUREMENT OF SUBSTITUTE SERVICES ARISING IN CONNECTION WITH THESE TERMS, WHETHER IN AN ACTION IN CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR OTHER ACTIONS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOUR USE OF THE ALLEN EDWIN SERVICES RESULTS IN THE NEED FOR SERVICING OR REPLACING OF EQUIPMENT, SOFTWARE, OR DATA, ALLEN EDWIN IS NOT RESPONSIBLE FOR THOSE COSTS. ALLEN EDWIN’S TOTAL LIABILITY ARISING OUT OF YOUR USE OF THE ALLEN EDWIN SERVICES FOR DIRECT DAMAGES SHALL NOT, IN THE AGGREGATE, EXCEED AN AMOUNT EQUAL TO THE MONTHLY TRANSACTION FEE PAID BY YOU TO ALLEN EDWIN HEREUNDER.

14. User Warranties; Indemnification

You warrant and represent to Allen Edwin that you have all necessary rights, power, and authority to agree to these Terms and perform your obligations hereunder and that nothing contained in these Terms or in the performance of these obligations will place you in breach of any other contract or obligation. You further warrant and represent that you are and shall at all times remain in full compliance with all applicable laws, rules, and regulations with regard to your use of the Allen Edwin Services, including, without limitation, the TCPA, the Telemarketing Sales Rule, the Controlling the Assault of Non-Solicited Pornography and Marketing (CAN-SPAM) Act of 2003, and all other laws and regulations concerning privacy, telemarketing, and Internet marketing.

You agree to indemnify and hold harmless Allen Edwin and our affiliates, as well as each of their respective officers, directors, shareholders, employees, agents, contractors, representatives, content providers, and service providers, from and against any and all losses, claims, obligations, liabilities, damages, settlements, costs, and expenses (including, but not limited to, consequential damages, incidental damages, special damages, disbursements, and attorneys’ fees, including attorneys’ fees incurred from counsel selected by Allen Edwin in its sole discretion) arising from or relating to any actual or threatened claim, suit, action, proceeding, third-party discovery demand, governmental investigation, or enforcement action based upon or arising out of your activities under these Terms or your acts or omissions in connection with any use by you, an account belonging to you, or a computer under your control, of the Allen Edwin Services. You acknowledge and agree to be held liable for any and all damages caused to Allen Edwin by you as a direct result of any violation of local, state, national, or international laws or regulations, including, but not limited to, those damages arising from your fraudulent, intentional, or unintentional harm, disability, unauthorized use of, or destruction to any and all equipment, licensing, and/or services provided by Allen Edwin to you.

You agree to cooperate as fully as reasonably required in the defense of any claim, suit, action, proceeding, third-party discovery demand, governmental investigation, or enforcement action.

We reserve the right, at your expense, to assume the exclusive defense and control of any matter in which you are a named party and in which we would otherwise subject to indemnification by you. You will also be liable to us for any costs and attorneys’ fees we incur to successfully establish or enforce our right to indemnification under this Section.

15. Termination, Cancellation, and/or Suspension by Allen Edwin

If you breach these Terms at any time, we may elect to suspend, terminate, and/or cancel your use of the Services and/or recover any damages from you arising from the event(s) giving rise to the suspension, termination, or cancellation. We reserve the right to suspend the Services at any time and for any reason we may deem necessary to continue to provide our Services in a way that may be hindered by your status as one of our clients, your financial status, or the content of the messages or broadcasts originating from you.

Upon any such termination, cancellation, and/or suspension, you are still responsible for any obligations then accrued. Your obligation to pay all amounts accrued and owed by you shall continue even after any suspension or cancellation of your access to the Services (in whole or in part). Upon termination, for any reason, you agree to immediately cease using the Services and Allen Edwin shall have no obligation to you after any termination or cancellation of these Terms.

The provisions regarding ownership, payments, warranties, and indemnifications will survive any suspension, termination, or cancellation of your use of our Services.

16. Security Rules

You are prohibited from violating or attempting to violate the security of the Allen Edwin Services and from using them to violate the security of other websites by any method, including, without limitation: (a) accessing data not intended for you or logging into a server or account that you are not authorized to access; (b) attempting to probe, scan, or test the vulnerability of a system or network or to breach security or authentication measurers without proper authorization; (c) attempting to interfere with service to any user of the Allen Edwin Services, host, or network, including, without limitation, by means of submitting a virus to, overloading, “flooding,” “spamming,” “mailbombing,” or “crashing” the Allen Edwin Sites; (d) sending unsolicited e-mail, including promotions and/or advertisements of products or services; or (e) forging any Allen Edwin packet header or any part of the header information in any e-mail, instant message, text message, or newsgroup posting.

Violations of system or network security may result in civil or criminal liability. We may investigate violations of these Terms, and may involve and cooperate with law enforcement authorities in prosecuting Allen Edwin Customers who are involved in such violations.

17. Force Majeure

Allen Edwin shall not be liable for any failure or delay in performing our obligations hereunder, if such failure or delay is caused by fire, flood, earthquake, elements of nature or acts of God, pandemics, epidemics, acts of war, insurrection, terrorism, strike, failure or downtime of any telecommunications line and/or unavailability of any telecommunications or Internet facilities, power failure, governmental restrictions, any court order, compliance with any law, regulation, order of any governmental authority, or any other cause beyond the reasonable control of Allen Edwin. In addition, Allen Edwin shall be so excused in the event that it is unable to acquire from its usual sources, and on terms it deems to be reasonable, any material necessary for the performance of our Services.

18. Governing Law

The Agreement shall be governed and controlled by the laws of the State of Michigan as to interpretation, enforcement, validity, construction, and effect and in all other respects.

19. Forum Selection

Any dispute arising under or in connection with the Agreement or related to any matter which is the subject of the Agreement shall be subject to the exclusive jurisdiction of the state and/or federal courts located in Kent County Michigan.

20. Entire Agreement

The Terms are only those stated herein, and they shall constitute the complete agreement between the parties. These Terms supersede all prior and contemporaneous proposals, statements, sales materials, presentations, and agreements, whether oral or written. No terms or conditions stated in or attached to your communications with Allen Edwin are applicable to these Terms in any way, and they are not to be considered exceptions to the provisions of these Terms.

21. Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable.

22. No Waiver

The failure of either party to exercise in any respect any right provided for herein will not be deemed a waiver of any further rights hereunder. Any waiver must be in writing and signed by both parties to be legally binding.

23. Notice

All notices to Allen Edwin under this Agreement shall be in writing. They will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, Please transmit by email to [OSA@allenedwin.com] or Postal address: [2186 E. Centre Street Portage, MI 49002].

Allen Edwin may give notice to you by means of a general notice on the Allen Edwin Sites or Services, electronic mail to your e-mail address on record in Allen Edwin’s account information for you, or by written communication sent by personal delivery, fax, overnight courier, or certified or registered mail to your address on record in Allen Edwin’s account information for you.