Direct2 Text solely provides marketing services for participating companies and takes
no legal or any other responsibility for services and promotions offered or messages
sent to customers.
Text STOP to 41513 to be removed from any marketing list. Standard rates may apply.
Children 13 or under may not participate in any promotion without parental consent.
Supported carriers: AT&T, Verizon Wireless, Sprint, Nextel, T-Mobile, Alltel, Virgin
Mobile, Cellular One, US Cellular and Boost.
WHEREAS, Direct2 Text LLC provides Direct2 Text’s SMS Marketing Service opt-in based
text message advertising service (“Service”). Customers opt-in to the service by
sending a text message with a customer specific 3-12 character long keyword to short
code provided by Direct2 Text LLC.
WHEREAS, an automatic confirmation message is sent to new clients when they opt-in
to service. This message will include the following opt-out part:
Opt-out: txt STOP to 41513. Help: txt HELP to 41513. Mx 7 msgs/wk. Other rates apply.
For example: Get 50% off your next meal with this message at XXXXX. One time offer.
Opt-out: txt STOP to 41513. Help: txt HELP to 41513. Mx 7 msgs/wk. Other rates apply.
WHEREAS, this Agreement sets forth the Standard Terms and Conditions that apply to
the use of the Direct2 Text LLC’s Marketing Services.
DEFINITIONS OF TERMS USED HEREIN:
(A) “Very Competitive Price” (fourth “whereas” clause) will be determined by Company
according to the current rate of fair market value.
ARTICLE 1: USER ELIGIBILITY
1.01 You represent and warrant that you are the person
legally responsible for all use of this account, and are at least 18 years of age.
You agree to provide Direct2 Text LLC with your full legal name, postal address and
telephone number for our records, and you have a continued obligation to keep this
information current. You also agree that you are an authorized user of any credit
card or check that you supply to us, and you understand and agree that we have an
obligation to fully investigate any possible fraudulent online check or credit card
ARTICLE 2: CONTENTS OF MESSAGES
2.01 You are responsible for the contents of your
text messages and the consequences thereof. You further agree not to use Direct2
Text’s SMS Marketing Service to send any text messages that are not based in customer
opt-in or materials that are unlawful, harassing, libelous, abusive, threatening,
harmful, vulgar, obscene or may otherwise constitute a criminal offense, give rise
to civil liability or otherwise objectionable material of any kind or nature or that
encourages conduct that could constitute a criminal offense, give rise to civil liability
or otherwise violate any applicable local, state, national or international law,
regulation or court order. Direct2 Text LLC reserves the right to terminate your
account without prior notice if Direct2 Text LLC becomes aware of and determines,
in its sole discretion, that you are violating any of the foregoing guidelines.
ARTICLE 3: UNLAWFUL OR PROHIBITED USE
3.01 As a condition of your use of the Direct2
Text’s SMS Marketing Service you warrant to Direct2 Text LLC that you will not use
the Direct2 Text’s SMS Marketing Service for any unlawful purpose.
ARTICLE 4: PRICING
4.01 Service and text message fees are displayed on http://www.direct2x.com/signup.html.
All fees are payable in advance. Marketing text messages are charged separately
to Customer in advance. All fees are subject to change without a warning.
ARTICLE 5: TERM
5.01 The initial term of this Agreement is a one-month term. After
the initial term this Agreement will automatically renew on a monthly basis unless
cancelled 30 days prior the end of the ongoing term.
ARTICLE 6: TERMS OF PAYMENT
6.01 You agree to pay Direct2 Text LLC the appropriate
payment for the services received from Direct2 Text LLC in advance for the time period
during which such services are provided. You agree to provide Direct2 Text LLC with
current billing and contact information and authorize Direct2 Text LLC to bill all
account and related charges to the credit card or online checking information on
(A) Cancellation. You further agree that until and unless you notify Direct2
Text LLC in writing only, with delivery confirmation, of your desire to cancel any
or all services received, and you complete the cancellation process, those services
will be paid in full at the time of cancellation. You agree that prepayments will
be billed and charged automatically, that Direct2 Text LLC may apply the amount due
to the provided card at any time.
6.02 Pay by Credit Card. If your credit card is denied for any reason on the first
attempt, we will automatically attempt to resubmit your card on or around the 7th,
14th, 25th and last day of the month. A credit card resubmission fee of $10.00 will
be charged against the account for every time we attempt resubmission. Should the
card be denied a second time, we may terminate the account, and the resubmission
fees will need to be paid before the account can be reactivated. All files within
the account may be deleted on termination. You may notify us in advance of your next
billing cycle your desire to provide for alternative payment arrangements.
6.03 Pay by Check. If paying by check and payment is late, an administrative fee
of $10.00 per instance will be applied on the 7th, 14th, 25th and the last day of
the month after the payment falls due. There is a $50.00 fee for a dishonored check.
If after the first month, should payment continue to be late, Direct2 Text LLC may
choose to terminate the account at any time and has the right to collect all accumulated
fees. Direct2 Text LLC reserves the right to change prices at any time. It is the
responsibility of the customer to maintain accurate billing information with Direct2
Text LLC This may include updated credit card information, email address and mailing
ARTICLE 7: ZERO TOLERANCE SPAM POLICY
7.01 Direct2 Text LLC takes a zero tolerance
stance against sending of unsolicited text messages, commonly known as spam. Any
user who sends out spam will have their account terminated without notice, and will
be billed at a rate of $100.00 for each recipient to whom the message was sent, regardless
of whether the messages were sent from our server, or from another server advertising
our short code. All commercial text messages must comply with all applicable federal,
state or local laws. Direct2 Text LLC reserves the right to require changes or disable
as necessary any website, account, database, or other component that does not comply
with this policy, at its sole discretion. Direct2 Text LLC also reserves the right
to make any such modifications in an emergency at our sole discretion.
(A) Direct2 Text LLC will not be liable for any damages incurred related to spam.
(B) In the event of litigation, it is the responsibility of each party to bear its
own attorneys’ fees and costs throughout the entire process of any proceeding in
accordance with Article 17.
ARTICLE 8: MONITORING OF SERVICE
8.01 You agree that Direct2 Text LLC has the right
to monitor the service electronically at any time and to disclose any information
as necessary to satisfy the law, or to protect itself or its subscribers. Direct2
Text LLC reserves the right to refuse to post or to remove any information or materials,
in whole or in part, that, in its sole discretion, are unacceptable, undesirable,
or in violation of this agreement. Direct2 Text LLC also reserves the right to refuse
refunds in cases where Direct2 Text LLC believes abuse has taken place. Direct2 Text
LLC reserves the right to monitor any and all communications through or with our
facilities. You agree that Direct2 Text LLC is not considered a “secure communications
medium” for the purposes of the ECPA, and that no expectation of privacy is afforded
in the event that such service is monitored and/or disclosed.
ARTICLE 9: SHARING OF ACCOUNT SPACE & RESALE RESTRICTIONS
9.01 You represent and warrant
that the account you purchase is purchased either for yourself or on behalf of a
client if you are a reseller. You agree that as a reseller, you are the individual
solely responsible for all use of the account. You also understand that Direct2 Text’s
SMS Marketing Service short code is shared with several clients.
ARTICLE 10: REFUND POLICY
10.01 If you are not satisfied with our service, you can
email us and receive a full refund for your service plan within 30 days after you
purchased the account.
ARTICLE 11: TERMINATION
11.01 Direct2 Text LLC may terminate this agreement and your
access to any or all Direct2 Text LLC related services at any time, with or without
cause, with a 30-day notice. Direct2 Text LLC shall have no responsibility to notify
any third-party providers of services, merchandise, or information, nor any responsibility
for any consequences resulting from such discontinuance or lack of notification.
Anyone determined by Direct2 Text LLC to have violated these Terms of Service may
be barred from receiving any services from Direct2 Text LLC without refund, as agreed
in Article 10. Any outstanding amount due on the account will still be payable as
(A) You may terminate this Agreement by e-mailing the support department at Direct2
Text LLC who will then provide you with a form that must be completed and returned
before your account can be cancelled.
(B) If you should choose to terminate your account before the end of the commitment
period, you accept that you will be required to pay the plan setup fee and the value
of the services until the end of the ongoing term in accordance with the equivalent
ARTICLE 12: RELATIONSHIP OF THE PARTIES
12.01 Nothing contained in this Agreement
shall be construed as creating any agency, legal representative, partnership, or
other form of joint enterprise between the parties. Neither party shall have authority
to contract for or bind the other in any manner whatsoever.
ARTICLE 13: DISCLAIMER OF WARRANTIES/LIMITATION OF LIABILITY
13.01 THE DIRECT2 TEXT
SMS MARKETING SERVICE PROVIDED IS PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS WITHOUT
WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO,
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
DIRECT2 TEXT LLC EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT THE Direct2
Text LLC DIRECT2 TEXT’S SMS MARKETING SERVICE WILL BE ERROR-FREE, TIMELY, SECURE
OR UNINTERRUPTED. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY DIRECT2 TEXT LLC,
ITS EMPLOYEES, LICENSORS OR AGENTS WILL CREATE A WARRANTY; NOR MAY YOU RELY ON ANY
SUCH INFORMATION OR ADVICE.
13.02 UNDER NO CIRCUMSTANCES WILL DIRECT2 TEXT LLC, OR ITS AFFILIATES BE LIABLE FOR
ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM
THE USE OF OR INABILITY TO USE THE DIRECT2 TEXT LLC’S SMS MARKETING SERVICE, INCLUDING
BUT NOT LIMITED TO RELIANCE ON ANY INFORMATION OBTAINED ON THE DIRECT2 TEXT LLC’S
SMS MARKETING SERVICE; OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION
OF FILES OR E-MAIL, LOSS OF OR DAMAGE TO DATA, ERRORS, DEFECTS, VIRUSES, DELAYS IN
OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT LIMITED
TO ACTS OF GOD, COMMUNICATION FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS
TO DIRECT2 TEXT LLC RECORDS, PROGRAMS OR SERVICES. YOU HEREBY ACKNOWLEDGE THAT THIS
PROVISION WILL APPLY WHETHER OR NOT DIRECT2 TEXT LLC IS GIVEN NOTICE OF THE POSSIBILITY
OF SUCH DAMAGES AND THAT THIS PROVISION WILL APPLY TO ALL SERVICES AVAILABLE FROM
DIRECT2 TEXT LLC AND ITS AFFILIATES.
13.03 UNDER NO CIRCUMSTANCES, UNDER THE TERMS OF THIS AGREEMENT, SHALL DAMAGES INCLUDE
LOSS OF BUSINESS, OR LOSS OF PROFITS, WHETHER BASED ON BREACH OF AGREEMENT, BREACH
OF WARRANTY, PRODUCT LIABILITY, OR OTHERWISE, TO ANY PARTY IN PRIVY TO THIS AGREEMENT,
OR ANY THIRD PARTY NOT SO SITUATED.
13.04 THE TERMS OF THIS SECTION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT FOR
ARTICLE 14: COPYRIGHT AND TRADEMARKS
14.01 All contents of the Direct2 Text LLC and
Direct2 Text’s SMS Marketing Service are proprietary to Direct2 Text LLC and/or its
suppliers and are protected under Copyright. All rights are reserved. Direct2 Text
LLC reserves any rights not expressly granted herein. The Customer acknowledges that
he/she/it does not presently know the special skills, techniques or business policies,
nor does the Customer have business forms or access to the Company’s body of knowledge,
and as such, such information is deemed confidential and a trade secret, as such
term is defined within the meaning of New Jersey Statutes, entitling Company to all
protections available under both New Jersey and Federal law.
ARTICLE 15: FORCE MAJEURE
15.01 If by reason of failures of telecommunications or
internet service providers, labor disputes, riots, inability to obtain labor or materials,
earthquake, fire or other action of the elements, accidents, governmental restrictions
or other causes beyond the control of Direct2 Text LLC. Direct2 Text LLC is unable
to perform in whole or in part its obligations as set forth in this Agreement, then
Direct2 Text LLC shall be relieved of those obligations to the extent it is so unable
to perform and such inability to perform shall not make Direct2 Text LLC liable to
the Customer or other third parties.
ARTICLE 16: GOVERNING LAW
16.01 New Jersey law shall govern this Agreement, and any
dispute arising from the relationship between the parties to this Agreement, excluding
any laws that direct the application of another jurisdiction’s laws. In any litigation,
or other proceeding by which one party either seeks to enforce its rights under this
Agreement (whether in contract, tort, or both), or seeks a declaration of any rights
or obligations under this Agreement, each party shall be responsible for their respective
attorneys’ fees and costs, as stated in Article 17. The parties consent to the exclusive
jurisdiction and venue of the courts of the State of New Jersey or to any Federal
Court located within the State of New Jersey.
ARTICLE 17: ATTORNEYS’ FEES AND COSTS
17.01 Any legal controversy or legal claim arising
out of or relating to this Agreement or our services, which results in litigation,
shall result in each party being solely responsible for its respective attorneys’
fees and costs throughout the entire process of any and all proceedings.
ARTICLE 18: SEVERABILITY AND SURVIVABILITY
18.01 Severability. If any provisions of
this Agreement shall be held to be invalid or unenforceable for any reason, the remaining
provisions shall continue to be valid and enforceable. If a court finds that any
provision of this Agreement is invalid or unenforceable, but that by limiting such
provision it would become valid or enforceable, then such provision will be deemed
to be written, construed, and enforced as so limited.
18.02 Survivability. The terms of this Agreement apply to those obligations that
survive any cancellation, termination, or rescission, namely – warranty, indemnification,
liability and limits thereon, rights and obligations upon and following termination
ARTICLE 19: INDEMNIFICATION
19.01 You agree to defend, indemnify and hold harmless
Direct2 Text LLC against any and all claims, losses, penalties, causes of action,
damages, liability, costs, expenses (including but not limited to attorneys’ fees
and costs) or claims caused by or resulting indirectly from your use of the service,
without limitation or exception, including your violation of any third-party’s rights,
(including, without limitation, infringement of any copy right trademark, service
mark, trade secrets, right of privacy or publicity or any other third party right).
The terms of this section shall survive the termination of your relationship with
Direct2 Text LLC.
ARTICLE 20: REMEDY
20.01 Customer agrees that his/her/its sole and exclusive remedy
to any issues relating to the Direct2 Text LLC’s SMS Marketing Service is to discontinue
using the Service.
ARTICLE 21: ASSIGNMENT
21.01 In the event of a merger or consolidation of Direct2
Text LLC, the surviving or new corporation and any subsidiaries are similarly subject
to the rights and obligations of this Agreement.
ARTICLE 22: ENTIRE AGREEMENT
22.01 This Agreement constitutes the complete and exclusive
statement of the Agreement between the parties regarding the products and services
provided hereunder, and supercedes any prior Agreements between the parties with
ARTICLE 23: WAIVER
23.01 The failure of Direct2 Text LLC to enforce a provision of
this Agreement shall not be construed as a waiver or limitation of Direct2 Text LLC’s
right to subsequently enforce and compel strict compliance with every provision of
ARTICLE 24: MODIFICATION OF TERMS
24.01 Direct2 Text LLC reserves the right to modify
this policy at any time and without advance notice, effective upon making the modified
provisions available on the www.direct2x.com website. You are responsible for regularly
reviewing these documents. Continued use of the Direct2 Text LLC Services after any
such changes shall constitute your consent to such changes. Direct2 Text LLC does
not and will not assume any obligation to notify you of any changes to the Terms