Legal

Terms Of Service
These Terms of Service (the “Agreement”) set forth the terms and conditions that apply to your access and use of the internet website owned and operated by TeleDrip (“TeleDrip”) and located at TeleDrip and *.TeleDrip (the “Site”) including all subsidiary webpages and access to any optimized version of the Site via a wireless device, and access and use of the services available thereon, including, without limitation, the services that enable you to create, test and host promotion-specific custom landing pages for online marketing purposes (the “Services”). This Agreement is legally binding between you (the "Customer"), the person using this Site, and TeleDrip. Terms such as “we,” “our” and “us” refer to TeleDrip. YOU ACCEPT AND AGREE TO THIS AGREEMENT AND CONSENT TO TELEDRIP’S PRIVACY POLICY (THE “PRIVACY POLICY”) BY DOING ANY ONE OF THE FOLLOWING ITEMS: (1) VISITING THIS SITE; (2) MAKING A PURCHASE OR SUBMITTING CONTENT THROUGH THE SITE; (3) COMPLETING THE ONLINE APPLICATION PROCESS BY CLICKING A BOX INDICATING YOUR ACCEPTANCE; OR (4) BY EXECUTING A SUBSCRIPTION THAT REFERENCES THIS AGREEMENT. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms and conditions, in which case the terms “you” or “your” shall refer to such entity. If you do not have such authority, or if you do not agree with these terms and conditions, you must not accept this Agreement and may not use the services. On our Site, we may provide short summaries of the terms and conditions in this Agreement. Any such summaries are provided only for your convenience, are not legally binding and do not modify this Agreement in any way. These Terms of Service govern Customer’s access to and use of TeleDrip’s services, as defined by TeleDrip and Customer above (“the Services”). TeleDrip may update or modify these Terms of Service at any time and such updated versions will be posted on TeleDrip’s website, www.teledrip.com (with all subdomains, “the Site”). Customer is responsible for periodically checking the Terms of Service. Customer’s continued use of the Site and/or the Services after these Terms of Service are updated shall be deemed acceptance of any such updated Terms of Service.

Customer’s Profile Information and Account

In order to access certain Services, Customer will be required to provide information about itself (such as API, identification, or contact details) as part of the registration process for the Services or as part of Customer’s continued use of the Services. Customer may also have to create passwords or other forms of authentication. Customer agrees to provide true, accurate, current, and complete information, and Customer may not misrepresent any information. Customer agrees and understands that it is responsible for maintaining the confidentiality of any such information or passwords. Accordingly, Customer agrees that it will be solely responsible to TeleDrip for all activities that occur under Customer’s account. If Customer becomes aware of any unauthorized use of its password or of its account, Customer agrees to notify TeleDrip immediately. Customer’s right to access and use the Services is personal to Customer and is not transferable by Customer to any other person or entity. Customer agrees not to disclose its password to any third party. By providing TeleDrip with Customer’s e-mail address, Customer agrees to receive all required notices electronically to that e-mail address. It is Customer’s responsibility to update or change that e-mail address, as appropriate.

Fees

Customer shall pay all fees specified for any use of the Services. Customer must prepay in order to receive Services. Customer will be charged based on Customer’s usage per the prices listed in this Agreement. These fees are nonrefundable except as specifically mentioned in these Terms of Service. TeleDrip reserves the right to modify its billing rates at any time upon 30 days’ written notice by posting such fee changes to the Services or on the Site.

Submission of Content

The Site and the Services available thereon enable Customer to provide, upload or import content, including but not limited to text, images, video, data, web pages, and other information or content (collectively, “Content”), to TeleDrip’s platform for the purpose of providing the Services. Customer acknowledges and agrees that Customer is solely responsible for all Content Customer submits, provides, uploads, or imports and the consequences for submitting, providing, uploading, or importing it. Customer’s Content is solely and exclusively its content. This means that all Content that belongs to Customer will continue to belong to Customer. In addition, any opt-ins Customer creates using the Services may be used by Customer for any lawful purpose during Customer’s subscription term, provided however that Customer may not resell or license any template or other TeleDrip materials or content or otherwise violate any terms of this Agreement. Inactivity for a period of 60 days or more will be viewed as a cancellation by the Customer. If Customer cancels its subscription, TeleDrip will discontinue providing hosting and any integration and back-end services for Customer’s opt-ins. This means that Customer will no longer be able to use its account to access the opt-ins Customer has created using the Services. TeleDrip will use Content uploaded by Customer solely in connection with providing the Services to Customer, and for no other reason. Customer agrees that by uploading, importing, or otherwise providing any Content on or through the Site and/or the Services, Customer grants, and has all necessary rights and permissions to grant, to TeleDrip a perpetual, worldwide, non-exclusive, royalty-free license to use, reproduce, process, or display all or any portion of such Content, solely in connection with providing the Services to Customer. This license includes the right to host, index, cache, or otherwise format Customer’s Content in order to provide the Services. Customer represents and warrant that it owns its Content or has the necessary licenses, rights, consents, and permissions to grant the license set forth herein and that its provision to TeleDrip or TeleDrip’s use thereof will not violate the copyrights, privacy rights, publicity rights, trademark rights, contract rights, or any other intellectual property rights or other rights of any person or entity. TeleDrip retains the right to use or distribute any Aggregated Data generated by its customers or users. “Aggregated Data” means records that have been stripped of information potentially identifying customers, landing pages, or end-users, and that have been manipulated or combined to provide generalized, anonymous information.

Intellectual Property Rights 

The Site, the Services, and all components of the Site and Services, are protected by U.S. and international intellectual property laws.  All rights, title, interest, ownership, and intellectual property rights in and to the Site, Services, TeleDrip trademarks and the templates provided via the Site or the Services, including but not limited to its “look and feel” (e.g., text, graphics, images, logos, buttons, icons, and the placement and layout thereof), images, video, audio, data, content, software (including HTML-based computer programs), and other media, material, or information, other than Customer’s Content, are and will remain the sole and exclusive property of TeleDrip or its software or content suppliers. Any templates or derivatives of templates provided that Customer may build using the Site or Services belong to TeleDrip. Subject to the terms and conditions of this Agreement, TeleDrip grants to Customer, during the term of this Agreement, a non-transferable, non-sublicensable, non-exclusive, revocable, limited-purpose right to access and use the Services that are subject to a valid subscription. Customer acknowledges and agrees that any ideas, suggestions, concepts, processes, or techniques that Customer provides to TeleDrip related to the Services, the Site or TeleDrip or its business (the “Feedback”) shall become TeleDrip’s property without any compensation or other consideration payable to Customer by TeleDrip, and Customer does so of Customer’s own free will and volition. TeleDrip may, in its sole discretion, use or incorporate the Feedback in whatever form or derivative TeleDrip may choose into the Site, its software, services, documentation, business, or other products, or any future versions or derivatives of the foregoing. Customer hereby assigns all rights on a worldwide, irrevocable, transferrable and royalty-free basis in perpetuity to TeleDrip in any Feedback and, as applicable, waives any moral rights. TeleDrip owns any test results, data, information and other output generated by Customer’s use of the Site and/or the Services during the term of this Agreement.

Confidential Information

Customer agrees to safeguard, keep secret, and not disclose to any third party, any Confidential Information acquired, learned, or provided from or by TeleDrip during the term of this Agreement or following the expiration or termination of this Agreement. “Confidential Information” means any information marked confidential or that ought reasonably to be considered confidential under the circumstances and includes, without limitation, any business plans; customer lists; operation procedures; trade secrets; design formulas; programming code, know-how, and processes; computer programs; inventions; discoveries; and improvements of any kinds.

Customer’s Compliance with All Laws and TeleDrip’s Usage Policy

Customer is solely and exclusively responsible for complying with all laws in connection with Customer’s use of the Site and Services including, but not limited to, the federal Telephone Consumer Protection Act (47 U.S.C. § 227) (“TCPA”) the Federal Trade Commission’s Telemarketing Sales Rule (16 C.F.R. § 310) (“TSR”), and all applicable state laws and regulations.  Without limiting the generality of the foregoing, Customer represents and warrants that the owners of the phone numbers Customer initiates calls or messages to through, or otherwise using, the TeleDrip Services have provided legally valid prior express consent to the receipt of such calls and messages as required by any applicable law or regulation including, but not limited to, the TCPA, the TSR, and all applicable state laws and regulations. Customer agrees, represents and warrants that it will include clear opt-out/unsubscribe information in its calls and on its messages when required to do so by any applicable law or regulation, and otherwise adhere to the Consumer Best Practices Guidelines promulgated by the Mobile Marketing Association, if applicable to Customer’s messages or calls. Customer further agrees, represents and warrants that any individuals making a “Do-Not-Call” (“DNC”) request shall immediately be placed on Customer’s internal DNC list and Customer further agrees, represents, and warrants that it will not initiate any subsequent calls or messages to any individuals after they make a DNC request. TeleDrip is not responsible for managing the Customer’s SMS/Text Inbox and SMS/Text replies. The SMS/Text Inbox and SMS/Text Replies are the Customer's sole and exclusive responsibility. It is the Customer's sole and exclusive responsibility to review all messages including those that were processed by the AI Engine for Do Not Call compliance.  TeleDrip reserves the right to add phone numbers to the Customer's DNC on Customer’s behalf if TeleDrip deems necessary, but makes no guarantees, and assumes no obligation to do so. Customer is solely and exclusively responsible for all acts or omissions that occur while using the Site or Services, including without limitation, the content of the messages and calls that Customer creates and initiates through the TeleDrip Services. Customer represents and warrants that it shall schedule campaigns in full compliance with all local, state, national, and international calling time rules and regulations and agrees to provide accurate zip codes for phone numbers Customer intends to call. If a zip code is not available, the area code of the phone number will be used. If the area code is invalid, Customer shall not call or message said phone number.    In all events, Customer is solely and exclusively responsible for complying with all laws and regulations governing calling time restrictions.  TeleDrip shall not be responsible for any legal compliance of Customer. Customer represents and warrants that it shall also comply with all laws and regulations governing the disclosures that are required to be made in any and all calls and texts, including, but not limited to, disclosing legal contact information in any outbound campaign within the initial greeting message. Customer further agrees that TeleDrip is, under no circumstances, responsible or liable for the contents and/or accuracy of any of Customer’s calls or messages. Customer shall provide its own sound files for all outbound campaigns. TeleDrip shall not be liable for any misuse of the Services by Customer. TeleDrip is not responsible for the views and opinions contained in any of Customer’s messages or calls. Customer further represents and warrants that it has complied with all state laws requiring telemarketers to register and post bond in order to legally telemarket into a given state.

Acceptable Use and Conduct 

Customer agrees that that it will not use the Site or Services in a manner that:
  • infringes, violates, or misappropriates any third party’s intellectual property or proprietary rights;
  • uses or uploads software viruses, Trojan horses, 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;
  • constitutes unlawful spamming, “chain letters,” “pyramid schemes,” advertisement of illegal or controlled products or services, or other advertising or marketing activities that violate this Agreement, the Privacy Policy, or
any applicable laws, regulations, or generally-accepted advertising or marketing industry guidelines;
  • is misleading, deceptive, fraudulent, or otherwise illegal or promotes illegal activities, including engaging in phishing or otherwise obtaining financial or other personal information in a misleading manner or for fraudulent purposes;
  • is libelous or defamatory, or that is otherwise threatening, abusive, violent, harassing, malicious, or harmful to any person or entity, or is invasive of another’s privacy;
  • targets or is harmful to minors in any way;
  • is hateful or discriminatory based on race, color, sex, religion, nationality, ethnic or national origin, marital status, disability, sexual orientation, or age, or is otherwise objectionable as determined by TeleDrip in its sole and exclusive discretion;
  • impersonates a TeleDrip employee, or any other person, or falsely states or otherwise misrepresents Customer’s affiliation with any person or entity, or to obtain access to the Site or Services or a portion thereof without proper authorization;
  • interferes or attempts to interfere with the proper working of the Site or Services or prevents others from using the Site or Services, or in a manner that disrupts the normal flow of dialogue with an excessive number of messages (e.g., flooding attack) to the Site or Services, or that otherwise negatively affects other persons’ ability to use the Site or Services, or inadvertently or intentionally disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of the Site or Services or any other site or system in use by another user of TeleDrip;
  • uses any manual or automated means, including agents, robots, scripts, or spiders, to monitor or copy the Site or Services or the content contained therein;
  • facilitates the unlawful distribution of copyrighted Content;
  • licenses, sublicenses, rents, or leases the Services to third parties, uses the Services for third-party training, commercial time-sharing, or service bureau use, otherwise makes the Services available to third parties, or otherwise commercially exploits the Services;
  • includes personal or identifying information about another person in a manner that employs misleading email or IP addresses, forged headers, or otherwise manipulated identifiers in order to disguise the origin of Content transmitted through the Site or Services to users;
  • constitutes or contains any form of advertising or solicitation to users who have requested not to be contacted about other services, products, or commercial interests;
  • stalks or otherwise harasses anyone on the Site or Services or with information obtained from the Site or Services;
  • collects, uses, or discloses data, including personal information, about users without their informed consent, for unlawful purposes or otherwise, or in violation of any applicable laws;
  • requests, solicits, or otherwise obtains access to usernames, passwords, or other authentication credentials from any user of the Site or Services for the purposes of automating logins to the Site or Services;
  • attempts to gain unauthorized access to the computer systems of TeleDrip or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of the Site or Services;
  • posts adult or pornographic Content;
  • decompiles or reverse engineers or attempts to access the source code of the software underlying the Site, the Services, or any other TeleDrip technology;
  • copies, archives, stores, reproduces, rearranges, modifies, downloads, uploads, creates derivative works from, displays, performs, publishes, distributes, redistributes, or disseminates all or any part of the Site or Services;
  • accesses the Site or Services for the purposes of building a product using similar ideas, features, functions, interface, or graphics as those found in the Site or Services;
  • accesses the Site or Services for the purposes of monitoring its availability, performance, or functionality, or for any other benchmarking or competitive purposes; or
  • accesses the Site or Services to upload any Content or computer code for the purposes of: (i) causing a breach of security to the Site or Services; (ii) interfering with the proper working, functionality, or performance of the Site or Services; or (iii) preventing others from accessing or using the Site or Services.
Customer further agrees that its use of the Site or Services shall not include:
  • Sending unsolicited marketing messages or broadcasts (i.e. spam);
  • Sending any calls or messages to life-line services, such as hospitals, fire, police, 911 or utility-related telephone numbers;
  • Using strings of numbers; or
  • Harvesting, or otherwise collecting information about others, without their consent;
Parties are Independent Contractors Nothing contained herein shall be construed to create the relationship of principal and agent, or employer and employee, between TeleDrip and Customer, and all such relationships are hereby expressly disclaimed. Customer’s employees assigned to use the Site or Services are solely the employees of Customer. Customer shall have sole authority and responsibility to counsel, train, instruct, discipline, review, evaluate, set the pay rates of, and terminate its employees who use the Site or Services. Customer will maintain all necessary payroll and personnel records, and compute wages and withhold applicable federal, state and local taxes and social security payments for Customer’s personnel using the Site or Services. No Joint Venture. The relationship of Customer and TeleDrip hereunder shall in no way be construed to create a joint venture or partnership, it being agreed and understood the relationship between Customer and TeleDrip is an independent contractor relationship.

Disclaimer of Warranties 

Customer’s use of the Site and Services, and all content forming part of or related to the Site and Services, including any Content Customer uploads or submits, and any third-party software and content, are at Customer’s sole responsibility and risk.  The Site and the Services are provided on an “as is” and “as available” basis. TeleDrip expressly disclaims all representations, warranties, or conditions of any kind with respect to the Site or Services, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, accuracy, completeness, performance, system integration, quiet enjoyment, title, and non-infringement. TeleDrip disclaims any warranty that the Site or Services, or any content, including without limitation any third party software and content, will meet Customer’s requirements or be uninterrupted, timely, secure, or error-free, that defects will be corrected, or that the Site or Services or the servers that make the Site or Services available are free of viruses or other harmful components. Customer agrees that, from time to time, TeleDrip may remove the Site or Services for indefinite periods of time without notice to Customer. Customer’s access and use of the Site or Services may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of the Site or Services or other actions that TeleDrip, in its sole and exclusive discretion, may elect to take.  TeleDrip makes no guarantee regarding: (a) the security of any information provided by Customer including but not limited to Customer’s API; or (b) the compatibility of Customer’s software, hardware or Content with the Site or Services. TeleDrip is not responsible for the acts or omissions of, or for the failings of, any third-party provider of any content, service, network, software, or hardware, including but not limited to, internet service providers, hosting services utilized by TeleDrip, telecommunications providers, content provided by other users, or any software or hardware not provided by TeleDrip. Customer is solely and exclusively responsible for ensuring that Customer’s Content is compatible with the Site or Services. TeleDrip disclaims any liability or responsibility for any unauthorized use of Customer’s Content by third parties or other users of the Site or Services and is not responsible for protecting Customer’s Content. Any material downloaded or otherwise obtained through the use of the Site or Services is done at Customer’s own discretion and risk and Customer shall be solely responsible for any damage to Customer’s computer system or other device or loss of data that results from the download of any such material. No recommendations or information, whether oral or written, obtained by Customer from TeleDrip or through or from the Site or Services shall create any warranty not expressly stated in this Agreement. The Site and Services are offered and controlled by TeleDrip from its facilities in the United States. TeleDrip makes no representations that the Site or Services are appropriate or available for use in other locations.  Those who access or use the Site or Services from other jurisdictions do so at their own volition and are solely and exclusively responsible for compliance with all applicable foreign laws.

Third-Party Sites and Content 

The Site or Services may permit Customer to link to other websites or resources on the Internet, and other websites or resources may contain links to the Site. These other websites are not under TeleDrip’s control, and Customer acknowledges that TeleDrip is not responsible or liable for any third- party content, including but not limited to the accuracy, integrity, quality, usefulness, legality, appropriateness, safety, or intellectual property rights of or relating to such third-party content or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by TeleDrip or any association with its operators. Customer further acknowledges and agrees that TeleDrip shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of, or reliance on, any such third-party content, goods or services available on or through any such website or resource. Access and use of third- party sites, including the information, material, products and services on third-party sites or available through third-party sites, is solely at Customer’s own risk.

Limitation of Liability / Exclusion of Consequential and Related Damages

In no event shall TeleDrip, or any of its officers, directors, shareholders, employees, independent contractors, service providers, agents, subsidiaries, affiliates, co-branders, third-party advertisers, technology providers, and/or other partners, and their respective officers, directors, agents, shareholders, employees, and agents, be liable for any indirect, special, incidental, exemplary, consequential, and/or punitive damages, fees, costs or claims arising from or related to this Agreement, the Site, the Services, and/or Customer’s use or attempted use of the Site or Services, regardless of whether TeleDrip has had notice of the possibility of such damages, fees, costs, or claims.  This includes, without limitation, any loss of use, loss or profits, loss of data, loss of goodwill, cost of procurement of substitute services or products, or any other indirect, special, incidental, punitive, consequential, or other damages.  This limitation of liability applies regardless of the manner in which damages are allegedly caused, and on any theory of liability, whether for breach of contract, tort (including negligence or strict liability), warranty, or otherwise. In no event shall TeleDrip’s liability to Customer exceed the amount of payments paid by Customer over the twelve (12) months immediately preceding the date on which the facts giving rise to a claim against TeleDrip occurred or one-thousand dollars ($1,000.00), whichever is greater.

Indemnity

Customer agrees to indemnify, defend, and hold harmless TeleDrip, and its officers, directors, shareholders, employees, independent contractors, service providers, agents, subsidiaries, affiliates, co-branders, third-party advertisers, technology providers, or other partners, and their respective officers, directors, shareholders, employees, and agents, from and against any third-party claim, demand, loss, damage, cost, or liability (including reasonable attorneys’ fees) arising out of or relating to this Agreement, the Services, or the Site, including, but not limited to, claims, demands, losses, damages, costs, or liabilities (including reasonable attorneys’ fees) caused by, alleged to be caused by, or relating to: (a) Customer’s use, non-use, or misuse of, or connection to the Site, the Services, and any Content, including without limitation Customer’s Content and any third-party Content, forming part of the Site or Services; (b) Customer’s breach, or alleged breach of this Agreement; (c) Customer’s violation, or alleged violation, of the TCPA or any other telemarketing or consumer protection law or regulation; (d) Customer’s violation of any rights, including intellectual property rights, of a third party; and/or (e) Customer’s violation or alleged violation of any other law, regulation, or common law including, but not limited to, laws prohibiting fraud, trespass, or invasion of privacy. TeleDrip reserves the right, at Customer’s expense, to assume the exclusive defense and control of any matter for which Customer is required to indemnify TeleDrip, and Customer agrees to cooperate with TeleDrip’s defense of any such claims. Customer agrees not to settle any matter without the prior written consent of TeleDrip. TeleDrip will use reasonable efforts to notify Customer of any such claim, action, or proceeding upon becoming aware of it.

Cancellation and Termination

Customer may cancel this Agreement by written 30-day notice at any time. Upon cancellation, TeleDrip is under no obligation to maintain or store Customer’s account information or Content. TeleDrip may, at its option, either delete Customer’s information and Content immediately or retain it (in full or in part) in accordance with TeleDrip’s processes and practices. TeleDrip reserves the right at any time, and without cost, charge, or liability, to terminate this Agreement at its sole discretion for any reason, including, but not limited to, Customer’s failure or suspected failure to comply with the terms of this Agreement, which shall be determined by TeleDrip in its sole and exclusive discretion. In addition, TeleDrip may, in its sole and exclusive discretion, at any time, temporarily or permanently suspend access to Customer’s account, subscription, or Services for any violation or suspected violation of this Agreement. TeleDrip also reserves the right to deny access to anyone, including, but not limited to those users who use proxy servers and/or IP addresses residing in certain geographical areas outside of Canada and the United States. TeleDrip reserves the right to terminate any portion of the Site or Services at any time, for any reason, with or without notice, and without any liability to Customer.

Refund Policy

The $500.00 minimum charge is non-refundable. Any credit unused in excess of the $500 minimum service charge will be refunded 30 days after cancellation notice. Mandatory Arbitration Except as provided below, any controversy or claim arising out of or related to this Agreement, the Site, the Services, the Parties’ relationship, or any matter concerning TeleDrip that cannot be resolved informally by the Parties shall be exclusively resolved by binding, confidential arbitration administered by the American Arbitration Association (“AAA”), and judgment on the award rendered may be entered in any court having jurisdiction thereof.  The arbitration will be conducted by a single neutral arbitrator in the English language in Lewes, Delaware, unless the Parties agree to conduct the arbitration by telephone or written submissions.  The arbitrator shall be selected by agreement of the Parties or, if the Parties cannot agree, chosen in accordance with Rules of the AAA.  The arbitration will be conducted in accordance with the provisions of the AAA’s Commercial Arbitration Rules and Procedures, in effect at the time of submission of the demand for arbitration.  The arbitrator shall have the exclusive and sole authority to resolve any dispute relating to the interpretation, construction, validity, applicability, or enforceability of this Agreement, this arbitration provision, and any other terms incorporated by reference into this Agreement.  The arbitrator shall have the exclusive and sole authority to determine whether any dispute is arbitrable.  The arbitrator shall have the exclusive and sole authority to determine whether this arbitration agreement can be enforced against a non-signatory to this agreement and whether a non-signatory to this agreement can enforce this provision against Customer or TeleDrip. Payment of all filing, administration, and arbitrator fees will be governed by the AAA’s Rules.  In all other respects, the Parties shall each pay their own additional fees, costs, and expenses, including, but not limited to, those for any attorneys, experts, documents, and witnesses. The arbitrator shall follow the substantive law of the State of Delaware without regard to its conflicts of laws principles.  Any award rendered shall include a confidential written opinion and shall be final, subject to appeal under the Federal Arbitration Act, 9 U.S.C. §§ 1-16, as amended.  Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Customer and TeleDrip agree that disputes will only be arbitrated on an individual basis and shall not be consolidated, on a class wide, representative basis, or with any other arbitration(s) or other proceedings that involve any claim or controversy of any other party.  The Parties expressly waive any right to pursue any class or other representative action against each other. Failure or any delay in enforcing this arbitration provision in connection with any particular claim will not constitute a waiver of any rights to require arbitration at a later time or in connection with any other claims except that all claims must be brought within 1 year after the claim arises. This arbitration provision sets forth the terms and conditions of the Parties’ agreement to final and binding confidential arbitration and is governed by and enforceable under the Federal Arbitration Act, 9 U.S.C. §§ 1-16, as amended. This provision survives termination of Customer’s account or relationship with TeleDrip, bankruptcy, assignment, or transfer.

Agreement to Governing Law and Jurisdiction

This Agreement and any issue or dispute arising out of or otherwise related to this Agreement, the Site, the Services, our relationship, or any matter concerning TeleDrip, shall be governed exclusively by the laws of State of Delaware without regard to its conflicts of laws principles.  To the extent that any claim or dispute is found by the arbitrator or (if proper) a court of competent jurisdiction to be excluded from the arbitration agreement herein, the Parties agree that any such claim or dispute shall be exclusively brought in and decided by the state or federal courts located in and covering the city of Lewes, Delaware, and Customer and TeleDrip hereby irrevocably consent to the exclusive personal jurisdiction of, and exclusive venue in, such courts, and forever waive any challenge to said courts’ exclusive jurisdiction or venue.  All such claims must be brought on an individual and non-class, non-representative basis, and the Parties forever waive any right to bring such claims on a class wide or representative basis.

Severability

If any provision of this Agreement is found by the arbitrator or (if proper) a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions shall not be affected thereby and shall continue in full force and effect and such provision may be modified or severed from this Agreement to the extent necessary to make such provision enforceable and consistent with the remainder of the Agreement.

Additional Legal Remedies

In order to prevent or limit irreparable injury to TeleDrip, in the event of any breach or threatened breach by Customer of the provisions of this Agreement, or any infringement or threatened infringement by Customer of the intellectual property of TeleDrip or a third-party, TeleDrip shall be entitled to seek a temporary restraining order and preliminary and permanent injunctions or other equitable relief from a court of competent jurisdiction located in Lewes, Delaware restraining such breach, threatened breach, infringement, or threatened infringement.  Nothing in this Agreement shall be construed as prohibiting TeleDrip from pursuing in court any other remedies available to it for such breach, threatened breach, infringement, or threatened infringement, including the recovery of monetary damages from Customer.  Customer hereby irrevocably consents to the exclusive personal jurisdiction of, and exclusive venue in, the courts of Lewes, Delaware for all such claims, and forever waives any challenge to said courts’ exclusive jurisdiction or venue.

Surviving Provisions

The sections of “Submission of Content,” “Intellectual Property Rights,” “Confidential Information,” “Disclaimer of Warranties,” “Third-Party Sites and Content,” “Limitation of Liability/Exclusion of Consequential and Related Damages,” “Indemnity,” “Mandatory Arbitration,” “Agreement to Governing Law and Jurisdiction,” “Severability,” “Additional Legal Remedies,” and any other provisions that by their nature are intended to survive will survive any actual or purported termination of Customer’s account or termination, cancellation or expiration of this Agreement, and shall continue in full force and effect.  In all events, any and all representations and warranties provided by Customer in this Agreement shall survive any actual or purported termination of Customer’s account or termination, cancellation or expiration of this Agreement, and shall continue in full force and effect.

Manner of Giving Notice

Except as otherwise specified in this Agreement, all notices, permissions, and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, (iii) the second business day after sending by confirmed facsimile, or (iv) the first business day after sending by email. Billing-related notices to Customer shall be addressed to the relevant billing contact designated by Customer. All other notices to Customer shall be addressed to the relevant contact designated by Customer. If Customer is a U.S. Government agency or other interested U.S. Government users, then please refer to TeleDrip’s Amended Government Terms.

Email, Voice, and SMS Terms and Conditions

Customer consents to receiving Email, Voice, and Text/SMS messages from TeleDrip for promotional and informational purposes on the phone number provided above. In addition to any entry, submission, subscription, or other fee of which Customer is notified, Customer’s carrier’s messaging and data rates may apply to Customer’s entry or submission message, TeleDrip’s confirmation, and all subsequent Text/SMS correspondence. TeleDrip will not be liable for any delays in the receipt of any Text/SMS messages as delivery is subject to effective transmission from Customer’s network operator. Text/SMS message services are provided on an “as is” basis. Data obtained from Customer in connection with this Text/SMS service may include Customer’s cell phone number, Customer’s carrier’s name, and the date, time and content of Customer’s messages. TeleDrip may use this information to contact Customer and to provide the services Customer requests from us. If at any time now or in the future, Customer elects to cancel, Customer can unsubscribe at any time by texting ‘STOP’ back to the originating number. By subscribing, Customer consents to receiving, from time to time, further text messages from TeleDrip that may include offers sent using automated telephone technology from TeleDrip or our affiliates and partners. To unsubscribe from email, Customer must click the Opt-in Link at the bottom of the email sent to Customer. To unsubscribe via Phone, follow the message at the prompt.