These Terms and Conditions Agreement (the “Agreement”) is agreed upon between Eagle Messaging, LLC., service and its partners, affiliated companies, and its service providers (including but without limitation to www.EagleMessaging.com) (hereafter “Eagle”), (the Website).
To use our website, services and other offered products, you are requested to create/ register account/ profile. During such signing up/registration, you will be requested to provide/supply your e-mail address, select a password, and confirm/verify that you are a human by providing/filling a phone number where an OTP (One Time Password) will be sent for you to both e-mail and phone, to complete the registration form.
While you are registering/creating an account, you must provide/supply Eagle accurate, true, updated and complete information. Upon you submitting your information, your account is created/opened, you can assign/allocate/license a number into your account. Your account shall be created subject to our verification of your identity at our option. You are required to continually keep verifiable identity, if we cannot verify your account, it will be subject to immediate deletion. You may not use Eagle numbers to OTP verify our own accounts, you must use a mobile number for OTP verification/s.
You and the company on whose behalf you are signing/creating the account will be solely and jointly liable for all use (whether authorized or unauthorized, as well as any fraud traffic) of our services or product under your account/profile’s or phone numbers or otherwise social media messaging. Also, you will be responsible/liable for the integrity and quality of your Customer Data/Information and each of the applications you run on your account at our site/s. You will also be solely and jointly responsible/liable for all use and for all omissions, errors, and acts of anyone that you gave access to your application (agents or END-Users). You will take all required precautions to prevent/avert unauthorized/unapproved access to or use of our services and will notify us immediately of any unauthorized/unapproved use or access. Eagle will not be liable or responsible for any damage or loss resulting from unauthorized access to or use of your account. If any portion/part of the service needs a physical address to be filled with any phone number, you accept that you will enter accurate and correct information as needed and update/modify when due.
IF YOU DISAGREE WITH ANY PORTION OR ALL OF THESE TERMS, OR PRIVACY POLICIES, YOU SHOULD PLEASE STOP THIS USE OF OUR SERVICES IMMEDIATELY AND EXIT THE WEBSITE.
Eagle has the right to occasionally delete/remove User Data. Eagle gives no guarantee for data storage, and you accept and agree that we will not be responsible for any liabilities, losses, damage, or any other consequences that you may sustain in regard to the deletion or loss of User Data.
You also consent and accept that we may disclose or access the User Data, including the material/content of communications, if: (i) we have good faith that such disclosure is reasonably required to comply/adhere with any applicable regulation, law, legal process or government demand, (ii) to enforce our policies, or terms/agreement (iii) to defend the integrity or security of our products and services, (iv) to safeguard, other customers, ourselves, or the public from harm or unlawful activities, or (v) to respond or swiftly reply to an emergency which we believe demand we should disclose data to aid in preventing a serious bodily injury or death.
Limitations of Content Use, Eagle offers different Graphical User Interface (GUI) or APP tools for your mobile device to aid you in building your applications for its application or web interface for you to activate your services. Eagle may be using our own (API’s) Application Programming Interface on the back end to activate the server code, which you accept and agree not to converse or sidestep engineer the same.
You agree not to lease, license, resell, or otherwise rent our services to private servers or offer them to any third – parties.
You agree not to use our services to allow access to or access Emergency Services, PSAPS, and 911 services. Eagle is not your basic telecom provider or your phone service provider.
You will make sure that our Website and Services are only used in accordance with all third-party rights, applicable Law, as well as these Terms and the EAGLE AUP, as updated occasionally. We take our AUP (Acceptable Use Policy) very seriously, any violation of our policies will be subject to account deletion.
You agree that we are authorized to use your Customer Data, as well as communication content, as required to render our Services and you will not use our Services in any manner or way that violates any applicable regulation or law.
Except as permitted by applicable law, you will not reverse engineer, disassemble, rearrange or otherwise create, attempt to derive or create or assist or permit anyone else to derive or create the source code of any software given in connection with our Website and Services.
We have the right to retrieve any phone number owned by us from your account and return such number to the next customer, if you do not send enough traffic over such phone number in way that the phone number is underutilized or unutilized, as demarcated by any national, federal, and/or local regulatory agency or/and governmental organization with overview over such relevant numbering plan and phone number. If we want to retrieve a phone number from your account, without trial and suspended accounts, we will endeavor to send you an email at least duration of two (2) weeks’ in advance informing you that we are retrieving the phone number. We also have the right to retrieve phone numbers from suspended accounts for failure to pay or/and suspended for suspected scam/fraud, and to retrieve phone numbers in free trial accounts that are not used for duration of more than thirty (30) days.
You consent that we are the “Customer of Record” for all phone numbers provided, in regard to our Website and Services. As the Customer of Record, Eagle has all the rights in accordance with phone numbers. You consent and agree that you may use the phone numbers supplied as part of our Services in accordance with these Terms and until the end of the Terms Period as explained as “Terms Period” below. Eagle Numbers are NOT PORTABLE as we provide you a license to use the number on our servers for the term. Eagle is not a VOIP or a Telco provider. No phone CONVERSATIONS or Out bound initiated SMS/messages are allowed over Eagle licensed numbers (You can only respond to an incoming message, within specified time period).
Export controls, Our Services, as well as any software we may offer in regards those Services, may be subject to appropriate U.S. economic sanctions regulations and export control laws. In receiving this our Services or software, you agree to adhere strictly to all local and international economic sanctions and export laws and regulations as they apply to our Services and this software, and to the extent permitted by these Terms, to obtain any required license or other approval to export, transfer or re-export such software or our other features of our Services. These laws comprise End Users, end use, and restrictions on destinations. Not only that, you should not transfer such software or other any aspect of our Service aside U.S. government approval to any entity on a U.S. government exemption list (For example the Department of Commerce’s List of Denied Persons and Entity, the Treasury Department’s List of Specially Designated Nationals, Consolidated Sanctions List and Unverified List). You represent and warrant that you are not included on a U.S. government exclusion list or included under the control of or an agent for any entity on that type of list, and you further warrant and represent that you will promptly stop the use of our Services and software immediately you are included on such list or included under the control of or an agent for any entity/body placed on such a list.
Affiliates/Partners: Affiliates or partners are any people, entity or body that controls you is governed by you, or under communal control with you, like a parent company, subsidiary or employee. (Likewise, our affiliates in this regard mean any person or entity that preside for us, is ruled by us or is under partnership control with us.) If appropriate to you, your affiliates/partners/subsidiaries may order for our Services directly under these Terms, if all of such partner/affiliate’s activities are in line with these Terms. You will be liable and responsible for the omissions and acts of your affiliates/partners in connection with their use of our Services.
Fees, taxes, and payment terms:
Fees: You consent and agree to pay the usage fees highlighted in your “Rate Schedule” (which will be our standard schedule of fees, or as updated occasionally or/and any other forms for our Services you ordered and accepted by us in writing). Also, you consent and agree to be charged and pay any applicable support fees in regard to your order of any support services in line with our Support Terms.
Taxes: Except as stated on your bill, you are liable and responsible for and shall also pay all applicable taxes. This comprises of all local, state, and federal taxes, charges, surcharges, fees or other similar payments, obligated on or in accordance with our Services if these taxes are directly imposed on you or on Eagle as well as, but without limitation to, use and sales taxes, excise taxes, VAT, utility user’s fees, and any other occupations and business taxes, franchise fees, 911 taxes and universal service fund taxes or fees. For resolutions of this section, taxes do not comprise any taxes that are measured by or imposed on the property tax, net income or payroll taxes of Eagle.
Payment Terms: In accordance with certain credit requirements as determined in our sole discretion, we may permit you to pay amounts outstanding arrears under these Terms. If you are permitted to do that, you will remit all the payments due hereunder within the duration of thirty (30) days from the date of the invoice.
Except where you and Eagle have a written agreement, all fees/charges due under these Terms are billed in United States dollars. Payment dues cannot be canceled and fees/charges remitted are NON-REFUNDABLE. If you are overdue/late on any payment and fail to pay up within the duration of five (5) days of receiving a written notice of your overdue/late payment, then we may assess, and you will pay a late fee/charge. Such late fee will be calculated as either 1.5% per month, or the maximum amount permitted by law, or otherwise whichever is in favor of Eagle. We also reserve the right to suspend/append/disable/delete our Services to your account until you pay – up your overdue sum with the late fee and take any and all required steps to cover our fees including retrieving the numbers or we may choose to disconnect your service permanently.
You write to notify us if you dispute any portion of any fees/charges payable or paid by you under this Agreement. Such written notice must reach to us within the duration of 15 (Fifteen) days of the related charge, and we will work in cooperation with you to resolve such dispute immediately. Failure to notify us with a written notice of your fee dispute within this 15 (Fifteen) days period, you will not be eligible to dispute any fees/charges payable or paid by you.
We reserve/have the right to suspend our Services connected with your account without prior notification to you if you use our Services to exceed the amounts prepaid by you or for failure to fail any due amounts under this Agreement or using at some unusually large volumes, solely determined by Eagle. We will have no liability or responsibility for any liabilities, losses (including any loss of profits or data), damage or any other penalties that you may incur in regard to any suspension of our services subject to this section.
Confidentiality and Ownership : This Agreement represents that we exclusively reserve and own all right, interest and title to and in our Services. You also exclusively reserve and own all title, interest, and the right to your any of your content and communications sent via integration with or using our Services.
Suggestions and Feedbacks : We welcome your suggestions and feedback on our Services. You can let us know that by submitting your feedback and other suggestions about our Services (“Suggestions”) you agree that:
We are not under any obligation/compulsion of disclosure with respect to your Suggestions;
We may disclose or use or choose not to disclose your Suggestions for any purpose and by any means;
You irreversibly non-exclusively give/gave us the right to exploit your Suggestions; and
You are not eligible to any reimbursement or compensation under any circumstances from us for your Suggestions.
Use of Marks: In accordance with these Terms, we both gave each other the permission right to displace and use each other’s logo and name (the “Licensor Marks”) on our corresponding websites and in other commercial or promotional materials solely in association with our individual activities under these Terms to be used in a positive manner. The use of each of the respective Licensor Marks will only be in accordance with the each other’s appropriate usage guidelines and will only be to the benefit of Licensor. Any of us using the other’s Licensor Marks under this provision will not register, use or take other action in connection to any of the Licensor Marks, apart from the extent permitted in prior writing by the party whose Licensor Marks are being used. While using the Licensor Marks under this provision, the party using the other’s Licensor Marks will always use the current Licensor Marks as at the time of the agreement and will not delete from, modify or add to any Licensor Marks. The party using the other’s Licensor Marks will not, on any occasion distort the agreement between us. The party using the other’s Licensor Marks will not make itself an affiliate, partner or another legal agent of the party using its Licensor Marks. The rights to display and use each other’s Licensor Marks under this provision will end automatically when these Terms is terminated.
Confidentiality: “Confidential Information” is information or data, irrespective of if it is in tangible form, divulged by either party that is marked or otherwise assigned as proprietary or private or that should also be practically known to be confidential given the nature of the data or information and the conditions surrounding disclosure. Such information does not include any data or information which: (a) is made available publicly through no liability to the receiving party; (b) was properly understood to receiving party, without constraint, before disclosure by the revealing party; (c) was accurately disclosed to receiving party, without constraint, by another party without abuse of disclosing party’s rights; or (d) is autonomously established by the receiving party without the reference to or use of the disclosing party’s Confidential data and Information.
Each party accepts and agrees that it will only use the Confidential Information of the other party only in agreement with the portion of this Agreement, and it will not disclose such data or information to any third – party without a prior written notice/consent to the other party’s, except as otherwise allowed under this provision. Each party reaches an agreement to exercise necessary precaution in safeguarding such Confidential Information from unapproved disclosure and use. Any of the parties may disclose the Confidential Information or data of the other party, in part or in whole to its representatives, employees, potential or actual subcontractors or investors who needed to know and are lawfully bound to make such information confidential in accordance with the terms of this provision. Either of the two parties may disclose such Confidential Information of the other party as requested by law, after a prior written notice to the other party (where applicable by law); if such party will use its every reasonable effort to lessen such disclosure only to the extent allowed by applicable law.
Injunctive Relief: Both parties exclusively consent and agree that no suitable remedy available at law for a threatened or an actual breach of this Section explained above and that, in the event of a threatened or an actual breach of the provisions of this part, the non-breaching party will be eligible to seek prompt injunctive and any other reasonable relief, without renouncing any other remedies or rights available to it. Each party will immediately notify the other party in writing if it noticed any violation or abuses of the confidentiality responsibilities explained in this Section.
WITHOUT LIMITATION TO EAGLE’S EXCLUSIVE WARRANTIES AND ANY OBLIGATIONS UNDER THESE TERMS, EAGLE HEREBY RENOUNCES ANY AND ALL OTHER WARRANTIES, IMPLIED OR EXPRESS, INCLUDING BUT WITHOUT LIMITATION TO WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A SPECIFIC PURPOSE AND WARRANTIES IN CONNECTION WITH THIRD-PARTY MATERIAL, EQUIPMENT, SOFTWARE OR SERVICES. ASIDE THE EXPRESS WARRANTIES EXPLAINED IN THIS SECTION AND EAGLE’S SLA (AND OTHER SUPPORT TERMS), EAGLE’S SERVICES ARE RENDERED “AS IS” TO THE MAXIMUM EXTENT, ALLOWED BY LAW. TO THE FULLEST EXTENT THIS DISCLAIMER ANTAGONIZES WITH RELEVANT LAW, THE DURATION AND SCOPE OF ANY APPROPRIATE WARRANTY WILL BE THE LEAST ACCEPTED UNDER THAT LAW.
Exclusion of Damages and Limitations of Liability
ASIDE LIABILITY RESULTING FROM ABUSE AND VIOLATIONS OF THE (RESTRICTIONS) SECTIONS, (OWNERSHIP) SECTION OR (INDEMNIFICATION) SECTION, UNDER NO CIRCUMSTANCES OR SITUATION AND UNDER NO LEGAL UNDERTAKEN, WHETHER IN CONTRACT, TORT, OR ANY OTHER, WILL EAGLE BE LIABLE OR RESPONSIBLE TO YOU FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR RETALIATORY DAMAGES OR LOSS OF ANY CHARACTER, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST OF PROFITS, LOST SALES OR BUSINESS, LOSS OF GOODWILL, COMPUTER MALFUNCTION OR FAILURE, DATA LOSS, WORK STOPPAGE OR FOR ANY AND ALL OTHER LOSSES OR DAMAGES, EVEN IF WE HAD BEEN WARNED/ADVISED, IDENTIFIED OR SHOULD HAVE KNOWN OF THE LIKELIHOOD OF SUCH DAMAGES. EXCEPT AS EXPLAINED IN THIS SECTION, UNDER NO SITUATION OR CIRCUMSTANCES AND UNDER NO LEGAL CONCEPT, WHETHER IN CONTRACT, TORT, OR ANY OTHER, WILL EAGLE BE LIABLE OR RESPONSIBLE TO YOU FOR ANY DIRECT, OR INDIRECT DAMAGES, LIABILITIES OR COSTS IN EXCESS OF THE YOU PAID AMOUNTS DURING THE (12) TWELVE MONTHS PRIOR THE CLAIM OR INCIDENT.THE PROVISIONS OF THIS PORTION ALLOT ANY RISK UNDER THIS TERMS BETWEEN THE PARTIES, AND THE PARTIES HAVE DEPEND ON THE LIMITATIONS EXPLAINED HEREIN IN DECIDING WHETHER TO BE BOUND BY THIS AGREEMENT.
OUR SERVICES ARE NOT PROJECTED TO ASSIST OR CARRY EMERGENCY SMS OR CALLS TO ANY EMERGENCY SERVICES. ALSO, EAGLE NOR ITS REPRESENTATIVES OR AFFILIATES WILL NOT BE RESPONSIBLE OR LIABLE UNDER ANY EQUITABLE OR LEGAL THEORY FOR ANY DAMAGE, CLAIM, OR LOSS (AND CUSTOMER/CLIENT WILL HOLD EAGLE HARMLESS AGAINST ANY AND ALL SUCH CHARGES OR CLAIMS) RESULTING FROM OR IN REGARDS OF THE INABILITY TO ACCESS OR USE OUR SERVICES TO CONTACT EMERGENCY SERVICES.
OCCASIONALLY, YOU MAY HAVE THE CHOICE TO PARTAKE IN A PROGRAM WITH EAGLE WHERE YOU HAVE THE CHANCE TO USE BETA OR ALPHA SERVICES, PRODUCTS, DOCUMENTATION, AND FEATURES (referred to as “BETA SERVICES”) PROVIDED BY US. THESE SERVICES ARE NOT NORMALLY AVAILABLE AND MAY HAVE ERRORS, BUGS, HARMFUL OR FAULTY COMPONENTS. HENCE, WE ARE OFFERING SUCH BETA SERVICES TO YOU ON “AS IS” BASIS. WE DON’T GIVE ANY KIND OF WARRANTIES IN REGARD TO SUCH BETA SERVICES, WHETHER IMPLIED, STATUTORY, EXPRESS OR OTHERWISE, AS WELL AS ANY IMPLIED WARRANTIES OF FITNESS FOR A SPECIFIC PURPOSE, MERCHANTABILITY, OR NON-INFRINGEMENT. HOWEVER, ANY PUBLISHED DOCUMENTS THAT EXPLAINS OTHERWISE, EAGLE DOES NOT WARRANT/GUARANTEE THAT THE BETA SERVICES WILL BE ERROR OR OMISSION FREE OR THAT THEY WILL MEET ANY STATED SERVICE LEVEL, OR WILL FUNCTION WITHOUT DOWNTIME OR INTERRUPTIONS.
Indemnification: You will indemnify, defend and hold Eagle, its affiliates or partners harmless against any threatened or actual loss, claim, proceeding, liability, third-party discovery demand/charges, governmental enforcement action or investigation resulting from or arise from your activities, act, conduct or omission under these Terms or in association with the portion of Your Application, including, but not limited to, any intellectual or property claims and any violation or abuse by you or your End Users of the terms in the sections above (referred to as “Claim”). We and our affiliates or partners will fully liaise as reasonably needed in defense of any Claim, at your expense. Eagle reserve the right, at your expense, to make us of separate counsel for ourselves in a relationship with any Claim or, if you have not reasonably responded to such Claim, to undertake/assume the exclusive defense and control of any Claim in which you are involved, or that is subject to indemnification within this Section. You agree to pay all costs, claims, charges and reasonable attorneys’ fees or any settlement damages or amounts charged by us in connection with such Claim. You will also be responsible and liable to us for any costs, claim or attorneys’ fees we incur while successfully establishing or enforcing our right to indemnification in accordance with this Section.
Terminating of Terms
The duration of these Terms will start from the date these Terms are accepted by you and laps after twelve (12) months. This is referred to as the Initial Period. Thereafter, they shall be month to month.
Suspension and Termination of Services
Any of the parties may terminate your account for any reason with 30 (Thirty) days written notice to the second party. Also, any of the parties may also suspend or terminate your account if the other party commits any substantial breach of these Terms and refuses to fix such breach within Five (5) days after a written notice of such breach. If we suspend or terminate this Agreement because of your material breach, we might suspend or terminate your account(s) as well.
Adding to suspension or termination of our services for non-payment of fees as explained above, we may also suspend our Services promptly for cause if: (a) you abuse/violate (or give us the motive to believe you have abused/violated) the Eagle AUP; (b) we need to believe for any reason that the traffic generated from your use of our Services or even your use of our Services is fraudulent, duplicitous or otherwise negatively affecting the operation and smooth running of our Services; (c) in our sole discretion, we decide that rendering our Services is forbidden or prohibited by law, or it has become unfeasible or impractical for any regulatory or legal reason to offer our Services; or (d) in accordance with applicable law, after your liquidation, beginning of dissolution process, removal of your assets or control change, a failure to proceed with business, project for the gain of creditors, or if you become a victim of bankruptcy or another proceeding. However, in a situation whereby we suspend our Services to your account, we will endeavor to make a reasonable attempt to send a notification to you.
Survival: If these Terms is terminated or expired, your payment obligations and the terms of this Section and the terms of the following Sections will still apply (i.e., Survive): “Our Use and Storage of User Data” Section, “Restrictions” Section, “Confidentiality” Section, “Disclaimer and Warranty” Section, “Indemnification” Exclusion of Damages and Limitation of Liability) and “General” Section.
Compliance with applicable Laws: You and Eagle accept to comply with any applicable law relating to both parties of our corresponding activities under these Terms, as well as data and privacy protection laws and related rules recognized by the Federal Communications Commission, also known as TCPA rules.
No Waiver : Eagle’s inability, failure or delay in enforcing at any time any part, provision or portion of these Terms or our AUP will not stand as a waiver of our right to do so later. Also, if we do explicitly waive any part, portion or provision of these Terms or our AUP, that does not imply it is waived every time in the future. Any waiver will be in writing and signed by and us before it becomes legally binding.
Relationship: You and Eagle will be regarded as independent contractors in the effectiveness of each and every portion of these Terms. No part or portion of these Terms is aimed to create or shall be interpreted as forming an employer-employee partnership or relationship, joint venture, franchise or agency. You and Eagle will be solely liable and responsible for all respective agents and employees and our respective expenses and labor costs arising in association with our respective agents and employees. Additionally, you and Eagle will be solely liable and responsible for all and any liabilities, damages, debts or claims of any type that may come from each of our respective activities, acts or conducts, or those of our respective agents or employees, in the compliance with these Terms. Neither you nor Eagle has the approval to commit the other party in any way and will not try to do so or mean that it has the right to do so.
Assignment : You will not assign, delegate or transfer these Terms, in part or in whole, without our prior written approval. Any effort made by you to delegate, transfer or assign these any part or portion of these Terms will be made null and void. In accordance with this Assignment Section, these Terms will be binding on both parties, i.e., you and Eagle and each of our assigns and successors.
Un-enforceability : Except as explained in the “Agreement to Arbitrate” section below, if any part, portion or provision of these Terms is decided by a court or other hearing of competent jurisdiction to be unenforceable, that part, portion or provision will be eliminated or limited to the minimum extent needed to make it enforceable/applicable, and the rest of these Terms will be effective in full force.
This Entire Agreement : Except as set forth and explained in these Terms and any attachments or additions to these Terms; these Terms supersede and displace all coexistent and prior proposals, sales materials, presentations, agreements and statements written and oral. No written or oral advice or information was given by Eagle, its employees or agents will provide a warranty or in any way add to the scope of the warranties in this Agreement.
No delay, failure or fault in carrying out of any obligation of a party shall be interpreted as an event of breach or default of these Terms to the extent that such default or failure to perform, delay arises out of a cause, either existing or future, that is above the control and without negligence of the party, including action or indecision of governmental, military or civil authority; fire; lockout, strike or other labor dispute; terrorist act; flood, riot; theft; war; earthquake and other natural calamity. The party affected by the above-mentioned cause shall take all reasonable commercial actions to reduce the effect of any such cause.
Governing Law and Proceedings Venue : The interpretation and enforceability of the “Arbitration Agreement” Section below will be ruled by the Federal Arbitration Act as well as its procedural provisions. Aside from the Section, these Terms will be governed and ruled by and construed in accordance/agreement with the laws of the State of Delaware regardless of conflicts of laws and ethics that would cause laws of any other jurisdiction to apply. These Terms will not be governed or ruled by the United Nations Convention on Contracts for the International Sale of Goods. Apart from as explained in the “Arbitration” Section, any legal suit, proceeding related to or action arising out of these Terms or our Services shall be integrated into either the federal or state courts of Wilmington, Delaware, and we each consent and agree to the personal jurisdiction of the mentioned courts.
Arbitration Agreement : Before bringing/coming up with a formal legal case, please first try contacting our Customer Support. Most disputes can be resolved that way.
Agreement to Arbitrate: If our dispute can be resolved through our customer support, you or any of your partners or affiliates on one side and Eagle and any of its affiliates or partners on the other side, all accept and agree to resolve any dispute generated under this Agreement or Privacy Notices, or in connection with our Services by binding adjudication in New York, or in any other location that we have both settled upon.
This also applies to all claims or charges under any legal proceedings, unless such claim fits in one the exclusions in the Subsection below in “Exceptions to Agreement to Arbitrate” Section. It still also applies even after you are no longer using your Eagle account or have deleted/terminated it. If we there a dispute about whether this agreement to arbitrate is enforceable or can be applied to our dispute, then we all agree that it will be the duty of the arbitrator to decide that too.
Exceptions to Arbitration Agreement : You and your partners or affiliates on one side, and Eagle and its partners or affiliates on another side, agree that any disputes relating to:
Your, your partner/affiliate’s, Eagle’s or Eagle’s partner/affiliates intellectual property (such as trademarks, logos, domain names, trade secrets, trade dress, patents or copyrights); or
Your violation or abuse of Eagle’s AUP will be solved and ruled in court.
Also, any of the parties can bring a claim in small claims court in Wilmington, DE or also in New York, NY.
Also, if any of the parties brings a claim or case in court that should be arbitrated, or any of us failed to arbitrate a claim that should have been arbitrated, the other party have the right to ask a court to force both parties to go to arbitration to settle the claim (that compels arbitration). Any of the parties may also ask a court to stop a court proceeding during the time an arbitration proceeding is going on.
Arbitration Process: Before filing any arbitration, both parties jointly consent and agree to attempt to settle any dispute between us by mediation integrated by (AAA) the American Arbitration Association, with all mediator expenses and fees paid equally by both parties. If such mediation is unsuccessful/failed, either of the parties may start an arbitration proceeding with AAA. You can check the AAA’s procedures and rules on their website at http://www.adr.org or better still; you can call/reach them on 1-800-778-7879.
Such arbitration will be ruled and governed by the then-existing version of AAA’s Commercial Arbitration Rules (referred to as the “Rules”) and will be presided with a single arbitrator appointed subjected to the Rules. To the extent, anything explains in this “Arbitration Process” section conflicts with the Rules and the language of this Section applies.
Each party will be eligible to get a duplicate of non-privileged applicable documents in the control and possession of the other party and to take a sensible number of statements. All such finding will be in line with procedures approved by the arbitrator. This “Arbitration Process” Section does not alter/change in any way the act of limitations that would apply to any counterclaims or claims acclaimed by either party.
The arbitrator’s reward will be based on the indication and evidence admitted and the functional law of the State of New York and the United States, as relevant, and will comprise a reward for each subject and counterclaim. Such reward will exclusively be provided in writing the accurate findings and legal perceptive for such reward. Such arbitrator will not be permitted to modify these Terms.
Aside as stated in the Federal Arbitration Act, the arbitration reward will be on the binding on both parties and will be final. Judgment may, however, be served in any court of competent jurisdiction.
Class Action Waiver : You and your partners/affiliates on one side, and Eagle and its partners/affiliates on the other side, consent and agree that any controversies or claims between us must be levied against each other on individual terms only. This means neither you and your partners/affiliates on one side nor Eagle and its partners/affiliates on the other side can bring a claim/charges as a petitioner or consolidated action, representative action or class member in a class-action. Such arbitrator cannot put more than one entity’s or person’s claims into a single case, and cannot rule and preside over any class or representative or consolidated proceeding (except we agree otherwise). Also, the arbitrator’s award or decision in one entity’s or person’s case can only affect the entity or person that brought such claim, and not for other Eagle customers, and cannot be used as a yardstick to preside over other disputes with other Eagle customers.
If a court of competent jurisdiction decides that this Subsection of “Class Action Waiver” is not valid or enforceable, then the entire Section of “Arbitration Agreement” will be void and null. Then, the rest of the Terms that is enforceable will still apply.
Billing and Payment : All Eagle’s services are provided and rendered on a prepaid basis, except as agreed in writing otherwise. A service fee will include a flat monthly fee for unlimited use (check your package during the sign up) for certain amount/number of units (This unit makes one message or one minute), unless noted otherwise. After such units are exhausted, Customer shall be charged at per unit rate as highlighted on the rate sheet. Eagle shall debit or charge amount of fee as explained in the sign-up page from your credit card to save in advance towards the use. In the case where your credit card has does not allow Eagle debit funds or expired, your service will be disconnected/suspended. It will be your sole responsibility to keep your credit card updated on the billing page. If at any time, you disconnect/disengaged the service, billing will stop and any unused fund will be refunded. On the monthly charging/billing fees, you solely will be responsible/liable to pay the month in which you disconnected the service within a duration of 30 (Thirty) days after the notice. All usage and payments on Eagle are non-refundable. NO EXCHANGES, RE-FUNDS OR CANCELLATIONS WILL BE PERMITTED. ANY UNUSED DEBITED/CHARGED FUNDS FOR USAGE, WHICH IS UNUSED WITHIN THE SPECULATED MONTH, WILL BE CREDITED/PAID BACK TO YOUR CARD, AFTER DISCONNECTING SUCH SERVICE. PACKAGE FEES OR MONTHLY SERVICE ARE NON-REFUNDABLE. If you have any disputes or billing issues contact [email protected] or US Mail to Eagle Messaging, LLC, 300 Delaware Ave, #210, Wilmington, DE 19801.
Notices: Any and all notice permitted or needed to be given in accordance with these Terms will be given in writing to the other party by certified mail, personal delivery, return receipt requested, or overnight delivery by a nationwide recognized carrier or by email after receipt confirmation. Eagle’s notice shall be copied to [email protected]
Revised Dec 4th, 2017