TEXT ANYWHERE SERVICE AGREEMENT

TERMS AND CONDITIONS

Effective: December 1, 2012.  ROM Communications Inc. reserves the right to change these terms and conditions at any time.

IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE TEXT ANYWHERE OR THE SERVICE. YOU MAY, WITH THE PROOF OF PURCHASE, RETURN THE TEXT ANYWHERE DEVICE TO THE LOCATION FROM WHICH IT WAS PURCHASED.

1.         AGREEMENT.   The Text Anywhere service agreement (“Agreement”) between you and ROM Communications Inc. ("ROM") consists of an annual network access fee (“NAF”), prepaid message credits (collectively, "The Service”), these general terms and conditions (“General Terms”), and any addenda that have been included with these general terms.  The agreement period (“Term”) starts when you first activate your Text Anywhere device.

1.2        Changes. ROM Communications Inc. may change the General Terms, pricing or services any time.  When ROM makes changes, ROM will give notice to you by posting the changed General Terms to http://www.textanywhere.ca.  You accept responsibility for being fully informed of the changing content of http://www.textanywhere.ca, including changes in the General Terms and the Service Agreement. If ROM makes changes that are not acceptable to you, you have the choice to stop using the service without refund, penalty or obligation. If you continue to use the service, you shall be deemed to have accepted the change, effective on the date of its posting.  You agree that you cannot change this Agreement and that no statement or representation (oral or written) of any sales agent, distributor, representative or employee of ROM made to you can change this Agreement.

1.3        Coverage.  Text Anywhere uses the Iridium satellite network to send and receive messages. It is generally considered that the Iridium satellite constellation has global coverage and you may use your Text Anywhere globally subject to applicable restrictions due to local laws, licensing requirements, regulations or in countries under Taliban control due to the U.S. embargo restrictions.  

1.4        Limitations. Services may become limited or temporarily unavailable without notice from time to time. Messages may be delayed, misdirected, dropped and not delivered. Text Anywhere relies upon 3rd party satellite, cellular, email and text message service providers and the Internet, none of which are owned or controlled by ROM. The satellite systems availability is limited by the space technology and environmental conditions that affect radio transmissions and are inherently subject to transmission and reception limitations caused by:  (i) your location, including conditions that obstruct the line of sight between you and the satellite systems; (ii) weather conditions, atmospheric conditions, magnetic interference, environmental, and other conditions beyond ROM's control.

2.         SERVICE. To obtain service you must first have activated your Text Anywhere device, paid and be current with your annual network access fees and have unused messages in your account. The text Anywhere device requires you to be wirelessly connected to a compatible WIFI enabled smartphone, tablet or laptop to use any of the services.  

2.1        Sending Messages.  Your compatible WIFI enabled smart phone, tablet or computer connects by WIFI to the Text Anywhere device and its browser opens the built in message application. A message up to 160 characters  is composed and  the recipient's cell phone number or email address is entered. The message is uploaded to the satellite by the Text Anywhere device and forwarded to the ROM Operation Center. The message is processed and sent out as a text or e-mail as required.  Text messages can be physically sent from anywhere there is coverage but the recipient must have a valid Canadian or United States cell phone number. The process can happen in just a few seconds to several minutes or longer if conditions exist to compromise communication between the Text Anywhere device and the satellite network.

2.2        Receiving Messages.    Your compatible WIFI enabled smart phone, tablet or computer (“Companion”) connects wirelessly to the Text Anywhere device. The Companion’s browser opens the built in message application and will retrieve any stored messages on the satellite network or Text Anywhere device. Depending on the power management settings, messages will be automatically downloaded while in a continuous powered state or the satellite must be queried to retrieve any new messages when running on batteries (Counts as a message).

The recipient of any text or e-mail message that you sent can reply to your message without any further steps. If you choose to receive a message(s) in which you did not initiate, you must enable that feature on your user account at http://www.textanywhere. To prevent from receiving unwanted messages ROM strongly recommends that you only give out your contact and message procedure information to friends or family that you want to receive messages from. The following methods are currently available to send you a message: 

                       i.        Replies to Text & E-mail messages that you sent.

                      ii.        Emails using your user email address (username@textanywhere.ca) that are text based, have no images or attachments.

                     iii.        Text messages sent to the Text Anywhere message line 604-282-4134 using the @ symbol followed by the surname of your user address followed by a space then your message.

                     iv.        Some cellular service providers such as ROGERS have text forwarding features, enter your user message address (myname@textanywhere.ca) as the forward or copy to destination.

2.3        Social Networking.        Text Anywhere may facilitate the posting of messages to such the social networking sites as Facebook and Twitter. You are solely responsible for any data or content that you send including any consequences of such messaging.

2.4        Message Count.            Every message that you send or receive including special satellite mail box checks counts as a message and is applied against your  prepaid messages. This includes messages you don't want or didn't ask for regardless of how your contact information was obtained.

2.5        Unwanted Messages / SPAM.    ROM and its 3rd party service providers have implemented anti-spam measures including procedures and protocols to prevent unwanted messages. ROM has no control in who you give out your contact and procedure information to and it is reasonable to expect that you will receive some unsolicited messages. The following steps can be used to help you minimise the amount of unwanted messages:

      I.        You can change your user message address on your user account.

     II.        You can disable the "Receive Uninitiated Messages" feature on your user account.

2.6        Dormant Accounts. To keep the price of services competitive and maximise resources for all users, inactive and 0 message balance accounts will be automatically placed in a "Dormant" mode. A dormant account is unable to send or receive messages without first placing the account to an "Active" status on your user account at http://www.textanywhere.ca. ROM may offer incentives to users who place their account into a dormant mode when they know the service will not be used for an extended period.  ROM shall not be liable for any damages that may result from not being able to use the service while it is dormant, it is your responsibility to ensure you check and change the status of your account if you maintain a 0 message balance or have not used your Text Anywhere service for an extended period.    

3.         SERVICE PLAN.  Your Service Plan consists of the annual prepaid network access fee and any message bundles that you may add.

3.1        Term.  A Term of twelve (12) months starting on the date of service activation.

3.2        Renewal.  All Service Plans automatically renew at the end of their term for an additional one (1) year Term providing payment is received for the annual Network Access Fee  prior to the end of the previous term.

3.3        Non-Refundable. The pre-paid service plan including any unused messages are non-refundable unless ROM cancels the service, in which event you will receive a full refund for unused messages purchased within 60 days of the cancellation date. Messages may not be transferred to a third party account; however, upon your request, they may be transferred to another Text Anywhere within your own account.

3.4        Cancellation. To cancel your Service Plan you can send an email to customerservice@textanywhere.ca including your name and the ESN number of the Text Anywhere device.

3.5        Changes to Services. You agree that ROM or its 3rd party service providers may make changes to the Services in order to comply with applicable laws, to maintain or improve the services or for other business reasons, in their complete discretion, without notice to you and without liability for any changes in your ability to use the services or the Text Anywhere device, including compatibility issues with the Text Anywhere device, as a result of such changes.

3.6        Termination by ROM. You agree that ROM may terminate this Agreement and the provision of services to you at any time without notice or liability to you and for any reason.

3.8        Additional Charges.  Your cell phone service provider and/or internet provider may charge you or your recipients additional fees in relation to any messages sent by you. Please familiarize yourself with any such applicable plans, services and associated fees before using your Text Anywhere.  You are responsible for any such applicable charges and fees.

4.         PAYMENT.       All services are prepaid. The currency for payment will be in US dollars (USD) unless otherwise indicated.

4.1        Data Transmission (Messages) / No Credits. ROM makes no representation as to the successful receipt or delivery of any message.  Regardless of whether a data transmission is successful, no refunds will be given.  In addition to limitations resulting from incorrect use (e.g., no clear view of the sky), satellite communications systems have inherent characteristics that can create dropped data transmissions.  Nor shall ROM be liable for any damages that may result from such dropped data transmission, missed or undelivered message.

4.2        Taxes. Your Service Plan does not include sales, usage, excise, ad valorem, goods and services, harmonized sales, property or any other taxes now or hereafter imposed, directly or indirectly, by any governmental authority or agency with respect to the Service.  You are required to pay these taxes.

4.3        Credit Card Authorization.  BY AUTHORIZING ROM TO DEBIT YOUR CREDIT CARD FOR PREPAYMENT OF SERVICE, YOU REPRESENT THAT YOU ARE THE AUTHORIZED OWNER OR USER OF YOUR CREDIT CARD AND THAT YOU ARE A RESPONSIBLE PARTY FOR THAT CARD.

5.         LIMITED WARRANTY; DISCLAIMER OF WARRANTIES.

5.1        Limited Warranty for the Text Anywhere.   THE LIMITED WARRANTY ACCOMPANYING YOUR TEXT ANYWHERE IS THE ONLY WARRANTY PROVIDED IN RELATION TO YOUR TEXT ANYWHERE. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE TEXT ANYWHERE IS AT YOUR SOLE RISK OTHER THAN SUCH LIMITED WARRANTY.  EXCEPT AS SPECIFIED IN THE LIMITED WARRANTY, ROM DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES FOR YOUR TEXT ANYWHERE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES REGARDING THE CONDITION, DESIGN, SPECIFICATIONS, WORKMANSHIP, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF YOUR TEXT ANYWHERE, OR ANY WARRANTIES YOU’RE YOUR TEXT ANYWHERE IS FREE FROM LATENT DEFECTS OR DEFICIENCIES, OR THAT YOUR TEXT ANYWHERE IS FREE FROM INFRINGEMENT OF ANY PATENT, TRADEMARK, COPYRIGHT OR PROPRIETARY RIGHT OF ANY THIRD PARTY. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ROM OR ELSEWHERE, WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE LIMITED WARRANTY.

THE APPLICABILITY OF THE ABOVE LIMITATIONS AND EXCLUSIONS MAY VARY FROM PROVENCE/STATE TO PROVENCE/STATE AND/OR FROM COUNTRY TO COUNTRY, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.   THE LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY BY JURISDICTION.  NOTWITHSTANDING THE FOREGOING, TO THE EXTENT REQUIRED BY APPLICABLE LAW.

The terms and conditions of the applicable Limited Warranty for your Text Anywhere may be updated by ROM at anytime and without notice.  If there is any conflict  between  the  terms  contained  in  this  Agreement  and  the  terms  contained  at  http://www.textanywhere.ca, then  the  terms  contained  at http://www.textanywhere.ca shall supersede and replace the terms contained in this Agreement.

5.2. Disclaimer of Warranty for the Services and Software.  YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SERVICES AND ANY ASSOCIATED SOFTWARE IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND ANY ASSOCIATED SOFTWARE ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND ALL OTHER WARRANTIES, REPRESENTATIONS, AND CONDITIONS (EXPRESS OR IMPLIED) INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES REGARDING CONDITION, WORKMANSHIP, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, THAT THE SERVICES AND/OR ANY ASSOCIATED SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION WILL BE WITHOUT INTERRUPTION OR ERROR-FREE, OF SATISFACTORY QUALITY, OF QUIET ENJOYMENT, THAT ANY DEFECTS IN THE SOFTWARE WILL BE CORRECTED, OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR ANY OTHER EXPRESS OR IMPLIED WARRANTY ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE, ARE HEREBY EXPRESSLY EXCLUDED FROM THIS AGREEMENT AND DISCLAIMED BY ROM AND ALL SERVICE PROVIDERS TO THE FULLEST EXTENT PERMITTED BY LAW.  ROM AND SUCH SERVICE PROVIDERS MAKE NO WARRANTY IN RELATION TO THE AVAILABILITY, SUITABILITY OR ACCURACY OF THE SERVICES, ANY ASSOCIATED SOFTWARE, OR IN RELATION TO AVAILABILITY, SUITABILITY OR MAINTENANCE OF THE SATELLITE SYSTEMS USED BY THE TEXT ANYWHERE TO SEND AND RECEIVE MESSAGES. ROM AND THE SERVICE PROVIDERS MAKE NO WARRANTIES RESPECTING ANY HARM THAT MAY BE CAUSED BY TRANSMISSION OF A COMPUTER VIRUS, HACKING BY A THIRD PARTY, WORM, TIME BOMB, LOGIC BOMB, OR OTHER SUCH COMPUTER PROGRAM. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ANY DISTRIBUTOR, RESELLER OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PRODUCT, OTHER DEVICE, OR LOSS THAT RESULTS FROM USE OF THE SERVICE.

THE SERVICE IS NOT INTENDED FOR USE IN THE OPERATION OF NUCLEAR FACILITIES, LIFE SUPPORT SYSTEMS, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL SYSTEMS, OR ANY OTHER ACTIVITIES IN WHICH THE FAILURE OF THE SERVICE COULD LEAD TO DEATH, PERSONAL INJURY, PROPERTY LOSS OR DAMAGE OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.  ROM AND THE SERVICE PROVIDERS MAKE NO WARRANTY IN RELATION TO THE AVAILABILITY, SUITABILITY OR ACCURACY OF THE SERVICES OR IN RELATION TO AVAILABILITY, SUITABILITY OR MAINTENANCE OF THE SATELLITE SYSTEMS USED BY THE TEXT ANYWHERE SERVICE.

6.         LIMITATION OF LIABILITY.

6.1        TO THE FULLEST EXTENT PERMITTED BY LAW, ROM AND ITS SERVICE PROVIDERS AND THEIR AFFILIATES, AND THEIR RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, AGENTS AND SUPPLIERS HEREBY EXPRESSLY EXCLUDE AND DISCLAIM ANY LIABILITY FOR ANY DAMAGES OR CLAIMS, INCLUDING INJURY OR DEATH, AND ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, RELIANCE, EXEMPLARY OR PUNITIVE LOSS, DAMAGE, COSTS OR  EXPENSES (INCLUDING LOSS OF  INCOME, MEDICAL AND  OTHER EXPENSES, LOSS OF  GUIDANCE, CARE AND COMPANIONSHIP) WHICH MAY ARISE OUT OF OR IN CONNECTION WITH THE PROVISION OF THE TEXT ANYWHERE OR SERVICES (INCLUDING ANY DELAY IN PROVIDING OR FAILURE TO PROVIDE THE SERVICES) OR ITS USE BY YOU OR BY ANOTHER PERSON WHETHER OR NOT AUTHORIZED BY YOU TO UTILIZE THE SERVICES. ROM AND ITS SERVICE PROVIDERS AND THEIR AFFILIATES, AND THEIR RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, AGENTS AND SUPPLIERS EXCLUDE ALL LIABILITY, WHETHER RESULTING FROM CONTRACT, TORT (INCLUDING LIABILITY FOR NEGLIGIENCE OR BREACH OF STATUTORY DUTY) OR OTHERWISE IN RESPECT OF ANY LOSS, DAMAGE, COSTS, EXPENSES OR OTHER CLAIMS RESULTING FROM THE ACTS OR OMISSIONS OF SUCH PARTIES, FOR ANY FAULTS, FAILURES OR INADEQUACIES OF THE SATELLITE SYSTEMS, THESE SERVICES OR THE SOS EMERGENCY MONITORING AND RESPONSE PROVIDED BY GEOS, INCLUDING, WITHOUT LIMITATION, ANY FAILURE OR DELAY IN THE PROVISION OF SERVICES CAUSED BY:

6.1.1          MATTERS OUTSIDE OF ROM’S OR ITS SERVICE PROVIDERS’ AND THEIR AFFILIATES’ REASONABLE CONTROL, WHICH SHALL INCLUDE, BUT ARE NOT LIMITED TO, OUTBREAK OF HOSTILITIES, RIOT, CIVIL DISTURBANCE, ACTS OF TERRORISM, FIRE, EXPLOSION, FLOOD, SNOW, FOG OR OTHER INCLEMENT WEATHER CONDITIONS, FAILURE OF TELECOMMUNICATIONS OR SATELLITE SYSTEMS, ELECTRICAL  POWER  FAILURES  OR  FLUCTUATIONS, SURGES  IN  THE  ELECTRICAL  MAINS  OR  CURRENTS,  DAMAGE  CAUSED  BY ELECTROMAGNETIC INTERFERENCE, THEFT, MALICIOUS DAMAGE, STRIKE, LOCK OUT OR INDUSTRIAL ACTION OF ANY KIND; OR

6.1.2     FAILURE,  DELAY  OR  INACCURACY  OF  THE  TEXT ANYWHERE DEVICE TO  PROCESS  AND/OR  TRANSMIT  MESSAGES, TO THE IRIDIUM SATELLITE SYSTEM; OR

6.1.3     FAILURE  OF  OR  DELAY  IN  THE  IRIDIUM SATELLITE SYSTEM  AND/OR  GROUND  STATIONS  TO PROCESS  DATA TRANSMISSIONS TO THE IDENTIFIED POINTS OF CONTACT AND/OR IERCC AS APPROPRIATE; OR,

6.1.4     FAILURE OF OR DELAY IN YOUR E-MAIL OR CELLPHONE PROVIDER TO TRANSMIT THE MESSAGE TO YOU; OR

6.1.5     FAILURE OF OR DELAY IN YOUR SMARTPHONE OR HANDHELD DEVICE, TABLET OR COMPUTER TO TRANSMIT ANY MESSAGE(S) TO THE TEXT ANYWHERE DEVICE; OR

6.1.6     FAILURE OF OR DELAY ON BEHALF OF THE ROM SERVICE PROVIDERS TO PERFORM THE APPLICABLE SERVICES FOR WHICH EACH IS CONTRACTED; OR

6.1.7     FAILURE TO OBTAIN A CLEAR LINE OF SIGHT TOWARD THE SATELLITE SYSTEMS; OR

6.1.8     FAILURE TO PROPERLY USE OR CONFIGURE THE TEXT ANYWHERE DEVICE; OR

6.1.9     NON-COMPATABILITY OF TEXT ANYWHERE WITH SMARTPHONE OPERATING SYSTEMS AND THIRD PARTY SOFTWARE; OR

6.2        IN NO EVENT SHALL THE TOTAL, MAXIMUM, AGGREGATE LIABILITY OF ROM AND ITS SERVICE PROVIDERS FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES OR THIS AGREEMENT EXCEED THE AMOUNT OF THE FEE FOR SERVICES PAID BY YOU.

6.3        THE LIMITATIONS IN THIS SECTION 6 SHALL APPLY TO ALL CLAIMS, DAMAGES, LOSSES, COSTS AND EXPENSES HOWSOEVER CAUSED AND WHETHER FOR BREACH OF CONTRACT, IN TORT, BY WAY OF NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF SUCH DAMAGES WERE REASONABLY FORESEEABLE.

7.         YOUR TEXT ANYWHERE. Text Anywhere is manufactured in Canada by ROM Communications Inc.

7.1 Copyrights, Intellectual Property, Patents and Documentation.  ROM Communications Inc. All rights reserved. Iridium, Facebook, Twitter and all other trademarks are the property of their respective owners.  The Text Anywhere and/or associated software are protected by copyright.  As between you and ROM, you agree that ROM owns all intellectual property relating to your Text Anywhere and/or associated software, and you shall not attempt to challenge the validity or enforceability of any such rights.  The documentation, including all documentation incorporated by reference herein, such as documentation provided or made available at http://www.textanywhere.ca, is provided “AS IS” and “AS AVAILABLE” and without condition, endorsement, representation or warranty of any kind by ROM or its affiliates.   ROM assumes no responsibility for any typographical, technical, or other inaccuracies, errors, or omissions in this documentation.  In order to protect ROM intellectual property, this documentation may describe some aspects of ROM intellectual property in general terms.  ROM reserves the ability to amend this documentation from time to time without notice to you; however, ROM makes no commitment to provide any such changes, updates, additions, enhancements or other amendments to the documentation to you in a timely manner or at all.

7.2        Software License.  The software (including firmware) included in your Text Anywhere is licensed to you, not sold.  You are granted a limited, non- transferable, non-exclusive license to use the software in connection with your use of your Text Anywhere in accordance with the Agreement. 

8.         YOUR OBLIGATIONS.   Familiarization with your Text Anywhere.  You agree to familiarize yourself with the operation of your Text Anywhere, including reading any such User Guide.  You agree you will use the Text Anywhere only in accordance with those instructions.

8.1        Personal Use.  Your Service Plan is for personal, recreational or non-commercial use only.  You shall not sell, rent, lease or otherwise charge for the Text Anywhere and/or the Services or any information or services associated with or derived from the Text Anywhere and/or the Services.

8.2        Misuse.  You agree that you will not use the Services or the Text Anywhere (1) to send messages that are offensive, defamatory, abusive or obscene or intended to harass, (2) to transmit viruses or other disabling, damaging or harmful code, (3) for any purpose in violation of the law, (4) in any manner that infringes or misappropriates third party rights, or (5) in any manner which overloads or unreasonably interferes with the Services or the Satellite Systems. You agree to use the Services only with the Text Anywhere and not to use any other equipment in connection with the Services unless expressly approved by ROM.  Failure to adhere to these restrictions may result in termination of this Agreement by ROM, and ROM may exercise all other remedies available.

8.3        Authorized Users.  You are solely responsible, and assume any liability, for any user authorized by you to utilize the Text Anywhere and/or the Services.   You are also responsible for the compliance with this Agreement by your authorized users.  In addition, you agree to pass usage instructions and Service Plan terms and conditions to all of your authorized users.

8.4        Lost, Stolen or Destroyed Text Anywhere Devices.  You are responsible for use by anyone else of your Text Anywhere, and you will immediately contact customerservice@textanyehere.ca if your Text Anywhere is lost, stolen or destroyed.  You are responsible for the cost of replacing your Text Anywhere and for all fees and charges incurred.

8.5        Security. Text Anywhere is equipped with secured access to the WIFI connection. ROM encourages you to utilise this feature to prevent unauthorised use.

8.6        Indemnity. To the maximum extent permitted by law, you agree to indemnify, defend and hold harmless ROM and the Service Providers and each of their affiliates, licensors, licensees, and suppliers and their respective directors, officers, shareholders, members, employees, representatives and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys fees) arising out of or in connection with (i) your or anyone’s use of your Text Anywhere, the Services and any associated software, (ii) any breach of any of the terms and conditions of this Agreement, (iii) any injury or death to you or loss of property, or (iv) any negligent, reckless or tortuous act or omission committed by you or any authorized user.

9.         PRIVACY.         ROM is committed to maintaining your private information. In order to access the Services, you will be required to provide information about yourself (such as identification or contact details). You agree that any registration information you give to ROM will always be accurate, correct and up to date.  You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the software and the Services. Accordingly, you agree that you will be solely responsible for all activities that occur under your account.  If you become aware of any unauthorized use of your password or of your account, you agree to immediately notify ROM.  ROM will keep your personal data confidential, provided however that ROM may also provide information regarding your data transmissions to your immediate family members and/or emergency responders should it be reasonably determined that an emergency may exist.  ROM may also share with third parties certain pieces of non-personal, aggregated information, meaning that information from many users is grouped together and is disclosed in such a way that it does not reveal the identity of any particular user, such as ROM User demographic data or ROM usage data for marketing, advertising or other business purposes.  ROM may collect information about your transmissions, including approximated location, to monitor service quality; however, ROM  will not monitor the content of your messages to your contacts. ROM will not sell or otherwise pass your personal information to third parties, except if required by law or pertinent to judicial or governmental investigations or proceedings or if ROM considers it necessary to do so to prevent risk of death or serious personal injury to you or others.  There are no other circumstances under which ROM will provide or sell personal information to third parties.  You consent to the foregoing collection, use and disclosure of your personal information and to ROM’s collection, use and disclosure of your personal information as set out in this Section.

10.             GENERAL

10.2           Export Restrictions.  The Text Anywhere and any associated software may be subject to export controls or restrictions by Canada or other countries or territories.  You agree to comply with all applicable Canadian and international export laws and regulations, including the restrictions on destinations, end users, and end use.  You agree not to export or re-export the Text Anywhere and any associated software to any country in violation of the export control laws of Canada.  The Text Anywhere and any associated software may not be exported or re-exported into any Canadian embargoed countries.  By using the Text Anywhere, the Services and any associated software, you represent and warrant that you are not located in any such country or on any such list.  You also agree that you will not use these products for any purposes prohibited by Canadian law, including, without limitation, the development, design, manufacture or production of nuclear, missiles, or chemical or biological weapons.

10.3           Indemnity. To the maximum extent permitted by law, you agree to indemnify, defend and hold harmless ROM and the Service Providers and each of their affiliates, licensors, licensees, and suppliers and their respective directors, officers, shareholders, members, employees, representatives and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys fees) arising out of or in connection with (i) your use of the Text Anywhere, the Services and any associated software, (ii) any breach of any of the terms and conditions of this Agreement, (iii) any injury or death to you or loss of property, or (iv) any negligent, reckless or tortuous act or omission committed by you or any authorized user.

10.6           Notices.  All legal notices are to be sent to:

10.7           Entire Agreement.  This Agreement (including the Service Plan, the General Terms and any addenda included with the General Terms) constitutes the entire agreement between the Parties with respect to the subject matter hereof. Any headings are provided for convenience only.

10.8           No Waiver, Survival. The failure of ROM to exercise or enforce any right under this Agreement shall not constitute a waiver of such right.  All rights and remedies granted to ROM are cumulative and not alternate.  If any provision of this Agreement is found invalid or unenforceable, such invalidity or unenforceability shall not affect the remaining terms and conditions of this Agreement, and the parties shall substitute a valid provision that most nearly approximates the intent and economic effect of the invalid or unenforceable one.  Any provisions that expressly or by their nature should survive termination of this Agreement, including payment obligations, disclaimer of warranty, rights of indemnity and limitation of liability, shall survive such termination. This Agreement shall not be deemed to create any rights in favor of any third parties or any obligations of ROM to any third parties.

10.9           Assignment. You may not assign this Agreement or any of your rights or obligations hereunder, but ROM may assign this Agreement and any of its rights and obligations hereunder. This Agreement inures to the benefit of and is binding on the parties’ respective successors and permitted assigns.

10.10         Severability.  If any provision of this Agreement is held illegal or unenforceable in a judicial proceeding, such provision shall be severed and shall be inoperative, and the remainder of this Agreement shall remain operative and binding on you and ROM.