DLT, INC. dba GREENBUYERFLYER.COM, Inc., 316 California Ave. #888 Reno, NV. 89509
How Consumers can use the GreenBuyerFlyer.com service:
Dial the toll-free number on the property sign.
• Enter the Property extension from the property sign.
• Scrolling photos will load automatically load to all cell phones that can accept photos. It eliminates often slow and clumsy photo uploads.
BACKGROUND: DLT, INC. DBA GREENBUYERFLYER.COM is a provider of cell phone messaging services. Member wishes to obtain, and DLT, INC. DBA GREENBUYERFLYER.COM is willing to provide, such services on the basis of and subject to the Terms and Conditions of this License Agreement and of any Addenda entered into under it.
Now it is hereby agreed as follows:
1 Definitions and Interpretation
1.1 In these Terms and Conditions, the following terms shall bear the meanings attributed to them below:
1.1.1 Addendum means an Addendum which invokes, and is properly executed by the parties under, these Terms and Conditions;
1.1.2 Allocated Number means any specific telephone or text number or code (such as a short code) to be entered by End-users, allocated to the Member for the Services.
1.1.3 Commencement Date means from the date that the License Agreement is signed.
1.1.4 Member Rights means all Intellectual Property Rights subsisting in and in relation to Member Content;
1.1.5 Member Content means any information provided by or on behalf of the Member for transmission by DLT, INC. DBA GREENBUYERFLYER.COM as part of the Services;
1.1.6 Member Data means any personal data (a) comprised in or relating to any message, (b) which is provided by the Member or any of its direct or indirect Members, or (c) in respect of cell phone originated from any End-user;
1.1.7 End-user means any user of the relevant cell phone network;
1.1.8 Intellectual Property Rights means all copyright (including but not limited to rights in computer software), patents, trade marks, trade secrets, registered and unregistered design rights, database rights and topography rights, all rights to bring an action for passing off, all rights to apply for protection in respect of any of the above rights and all other forms of protection of a similar nature or having equivalent or similar effect to any of these which may subsist anywhere in the world;
1.1.9 DLT, INC. DBA GREENBUYERFLYER.COM Data means data, excluding (for the avoidance of doubt) Member Data, which is provided or generated in the course of DLT, INC. DBA GREENBUYERFLYER.COM's provision of the Services;
1.1.10 DLT, INC. DBA GREENBUYERFLYER.COM Rights means all Intellectual Property Rights subsisting in and in relation to any aspect of the Services, the Platform or any device, software or data used in connection therewith, including without limitation the DLT, INC. DBA GREENBUYERFLYER.COM Data, but excluding (for the avoidance of doubt) Member Data;
1.1.11 MO (or Mobile phone Originated) means a message received by DLT, INC. DBA GREENBUYERFLYER.COM from a Network Operator (such as, without limitation, a cell phone-originated SMS);
1.1.12 MT (or Mobile phone Terminated) means a message sent by DLT, INC. DBA GREENBUYERFLYER.COM from the Platform to a Network Operator's cell phone network;
1.1.13 Network Operator means a cell phone network operator which is directly or indirectly engaged in the performance of any of the Services;
1.1.14 Platform means the cell phone application services platform, and associated systems and network connections, owned and operated by DLT, INC. DBA GREENBUYERFLYER.COM or by suppliers or partners of DLT, INC. DBA GREENBUYERFLYER.COM, which is used to provide the Services;
1.1.15 Protocol Specification means the protocols to be used by the Member in order to access the Services, as notified by DLT, INC. DBA GREENBUYERFLYER.COM to the Member from time to time;
1.1.16 Short Message Service (SMS) means MO SMS and MT SMS, as defined in the Terms and Conditions, and either of them;
1.1.17 Regulator means any relevant regulator or other authority, voluntary or otherwise, (b) the relevant Data Protection Authorities in the country where the Member markets or provides its Services, (c) any Regulator identified in an Addendum, and (d) any other legally empowered body or person having relevant powers or remit;
1.1.18 Rights means the Member Rights and the DLT, INC. DBA GREENBUYERFLYER.COM Rights, respectively;
1.1.19 Service and Services mean managed cell phone infrastructure services and/or other services of DLT, INC. DBA GREENBUYERFLYER.COM.
1.1.20 Subcontractor means any vendor or other third party with which DLT, INC. DBA GREENBUYERFLYER.COM contracts for the provision of any or all of the Services, but (for the avoidance of doubt) does not include End-users in their capacity as an End-user;
1.1.21 Tax means any tax relating to the sale or supply of the Services.
1.1.22 Term means the duration as specified in Clause 12, save as earlier terminated in accordance with the provisions of these Terms and Conditions; and
1.1.23 Terms and Conditions means the provisions of this License Agreement, together with each of its Schedules and each Addendum entered into under it.
1.2 References in these Terms and Conditions to DLT, INC. DBA GREENBUYERFLYER.COM and Member shall include their respective employees, agents, sub-contractors, consultants and permitted assigns.
1.3 Headings are included in these Terms and Conditions for ease of reference only and shall not affect the interpretation or construction of these Terms and Conditions.
1.4 Unless the context otherwise requires, the singular includes a reference to the plural and vice versa.
1.5 Words and phrases defined in any part of these Terms and Conditions, being these operative provisions, its Schedules and the relevant Addendum, shall bear that meaning throughout the other parts of these Terms and Conditions, save to the extent otherwise expressly provided therein.
1.6 References to Clauses and Paragraphs are, unless otherwise provided, references to the clauses and paragraphs of, these Terms and Conditions and paragraphs of the Schedules.
1.7 Unless the context otherwise requires, any reference in these Terms and Conditions to any specific statute shall include a reference to any modification or re-enactment thereof.
2 The Services
2.1 In consideration of the Member satisfying its obligations under these Terms and Conditions, DLT, INC. DBA GREENBUYERFLYER.COM shall provide the Services in accordance with these Terms and Conditions from the Commencement Date until:
(a) the end of the term for those Services specified in the License Agreement;
(b) these Terms and Conditions as they relate to those Services are terminated in accordance with, these Terms and Conditions;
(c) the Term expires; or
(d) these Terms and Conditions are terminated in their entirety, whichever is the earlier to occur.
2.2 The Member acknowledges and agrees that:
(a) the Services, and the terms and conditions which govern any of them, shall be subject to changes resulting from changes made by the relevant Network Operator to the corresponding services provided by the Network Operator to DLT, INC. DBA GREENBUYERFLYER.COM or the terms and conditions which govern such corresponding services; and
(b) in the event that any such change is made which has any effect upon the rights and obligations of the parties under these Terms and Conditions, then:
(i) such change shall be deemed automatically to bind the Member; and
(ii) DLT, INC. DBA GREENBUYERFLYER.COM will use its reasonable endeavors to notify the relevant changes to the Member as soon as is reasonably practicable, provided that the Member shall be entitled by no less than thirty days' notice in writing to DLT, INC. DBA GREENBUYERFLYER.COM to terminate any part of this License Agreement, directly affected by the relevant change in the event that such change has a materially adverse commercial effect upon the Member's business.
(c) WITH RESPECT TO THE SERVICE:
(i) ONE HUNDRED PERCENT OF THE MESSAGES MAY NOT BE DELIVERED;
(ii) NEITHER DLT, INC. DBA GREENBUYERFLYER.COM NOR ITS TELECOM PROVIDERS NOR ANY OTHER CELL PHONE NETWORK CARRIER WILL BE LIABLE TO Member FOR ANY MESSAGES DELETED OR NOT DELIVERED, REGARDLESS OF THE REASON FOR DELETION OR NONDELIVERY INCLUDING, WITHOUT LIMITATION, MESSAGE PROCESSING OR TRANSMISSION ERRORS.
(iii) NEITHER DLT, INC. DBA GREENBUYERFLYER.COM NOR ITS TELECOM PROVIDERS NOR ANY OTHER CELL PHONE NETWORK CARRIER MAKES ANY RERESENTATIONS OR WARRANTIES REGARDING THE QUALITY, RELIABILITY, TIMELINESS OR SECURITY OF THE SERVICE OR THAT THE SERVICE WILL BE ERROR-FREE, UNINTERRUPTED, FREE FROM UNAUTHORIZED ACCESS OR THAT ALL MESSAGES WILL BE DELIVERED.
(d) DLT, INC. DBA GREENBUYERFLYER.COM's web site Privacy Policy governs transactions involving the Applications and the Member will ensure that it complies with such Privacy Policy. Although DLT, INC. DBA GREENBUYERFLYER.COM is concerned with the privacy of electronic communications, the electronic communications are neither more nor less secure than other means of communication, including mail, facsimile, and voice and data telephone service, all of which can be intercepted and otherwise compromised. Members are urged to assume that all of their electronic communications are insecure. DLT, INC. DBA GREENBUYERFLYER.COM cannot and does not take any responsibility for the security of electronic information transmitted.
2.3 DLT, INC. DBA GREENBUYERFLYER.COM acknowledges that the Member shall be entitled to on-provide the Services to its Associates, on condition that the Member continues to comply with all of its relevant obligations under these Terms and Conditions.
2.4 Neither party shall be liable to the other or any other person or entity, whether in contract, tort (including negligence, breach of statutory duty or other tort) or otherwise for any loss of revenue, business, anticipated savings or profits.
2.5 Use of DLT, INC. DBA GREENBUYERFLYER.COM's services or equipment for sending or creating viruses, worms, Trojan horses, and any other electronic threats, or for paging, flooding or mail bombing, or engaging in denial of service attacks is prohibited.
3 Member Commitments
3.1 The Member warrants and undertakes to DLT, INC. DBA GREENBUYERFLYER.COM as follows:
(a) at all times to conform to the protocol specification for the relevant Service Platform notified to the Member by DLT, INC. DBA GREENBUYERFLYER.COM from time to time;
(b) to ensure that the Services are used for proper and lawful purposes only and in accordance with such reasonable instructions as DLT, INC. DBA GREENBUYERFLYER.COM may from time to time notify to the Member; and
(c) at its own expense, to comply with all requirements and conditions at any time imposed by law, which are applicable to or affect the Services or the conduct of the Member's business.
3.2 Without limiting Clause 3.1 above, the Member undertakes not to use the Services or permit the Services to be used:
(a) for sending any communication which is defamatory, offensive or abusive or of an obscene or menacing nature;
(b) for the persistent sending of messages without a reasonable cause or for the purpose of causing annoyance, inconvenience or distress to any person;
(c) in any way that contravenes applicable law or regulation in any country where the Services are marketed or provided;
(d) in any way that may have a detrimental effect to the goodwill and good standing of any of the relevant Network Operator, DLT, INC. DBA GREENBUYERFLYER.COM or its agents and employees; or
(e) for the sending of unsolicited messages or material, including without limitation junk mail or unsolicited bulk e-mail or bulk SMS, or other advertising material to persons or entities that have not specifically agreed (opted-in) to receive Messages from the Member.
3.3 The Member acknowledges that the Network Operators have a base of End-users across all age groups. Member shall be responsible for the Services delivered to End-users and shall take all appropriate measures to procure that the content of each of the Services is not inappropriate for the End-user.
3.4 The Member also acknowledges that:
(a) A property code may be similar to another number or code; and
(b) for the avoidance of doubt, DLT, INC. DBA GREENBUYERFLYER.COM shall have no responsibility in the event that any End-users mistakenly send messages to a property code instead of another number or code.
(c) that the time it takes to transfer SMS messages to the End-user, and whether the intended recipient receives the Application at all is dependent upon the conditions prevailing at the time of submission. In such instances, delays may be encountered and DLT, INC. DBA GREENBUYERFLYER.COM will not be responsible for such service degradation and will not notify the Member of any delay in delivery of Messages.
(d) SMS Messages are limited to 160 characters and characters in excess of such length will be deleted.
(e) The 1-800 number used by callers to contact GreenBuyerFlyer is not being sold to Member. As part of the services, Member is leasing the right to have calls placed to GreenBuyerFlyer routed to Member's unique extension, in addition to the caller's information. DLT, Inc. retains ownership and control over the 1-800 number and is solely responsible for payment of the 1-800 fees.
4 Compliance and Regulators
4.1 The Member agrees:
(a) to comply, and to ensure that all of the Member Content and all use of the Services complies, in all respects, with all regulations, directions, codes of practice and other rules and guidelines, mandatory or otherwise, promulgated from time to time by Regulators to ensure that all advertising of the Services complies with applicable advertising standards, regulations and codes. The Member agrees not to include any advertising or promotional content within SMS Messages or WAP photo images or through the Services;
(b) that where DLT, INC. DBA GREENBUYERFLYER.COM is advised in writing by a Regulator that the Member is or has been in breach of any Code, statute, or regulation, DLT, INC. DBA GREENBUYERFLYER.COM shall be entitled to act on any request or recommendation by the Regulator for access to be barred to such Services as the Regulator may specify for such periods as the Regulator specify;
(c) to provide all reasonable assistance to DLT, INC. DBA GREENBUYERFLYER.COM in connection with DLT, INC. DBA GREENBUYERFLYER.COM's compliance with any requirements or conditions which are at any time imposed by law or any Regulator which are applicable to or affect the Services.
(d) to provide the Regulator with such information or material relating to the Services or a future service as the Regulator may reasonably request in order to carry out any investigation in connection with (i) the Services or (ii) Member's relationship with the End-user.
4.2 In the event that any Network Operator or Regulator makes a charge, fine, penalty or debit against DLT, INC. DBA GREENBUYERFLYER.COM, or any deduction from sums otherwise payable to DLT, INC. DBA GREENBUYERFLYER.COM for one or more actual or alleged events the liability for which (if proven) would have arisen out of a breach of Clause 3.1 or 3.2 above or constituted a breach of any of the Codes, statutes, or regulations, then DLT, INC. DBA GREENBUYERFLYER.COM shall be entitled to recover from the Member the amount thereof, plus any costs or expenses incurred by DLT, INC. DBA GREENBUYERFLYER.COM in connection with the incurring of such liability or the relevant charge, fine, debit or deduction. Member promises to indemnify, defend, and hold DLT, INC. DBA GREENBUYERFLYER.COM from any and all claims, charges, fines, debts, and liability arising out of a breach of Clause 3.1 or 3.2 above or which constitutes Member's breach of any of the Codes, statutes, or regulations.
5 Price, Payment and Currency
5.1 The charges for the Services shall be as set out in the relevant Addendum, as adjusted from time to time pursuant to this Clause. In the event that an Addendum does not refer to any specific pricing, the Services shall be performed at DLT, INC. DBA GREENBUYERFLYER.COMs then current standard charges, which DLT, INC. DBA GREENBUYERFLYER.COM will notify to the Member upon request.
5.2 DLT, INC. DBA GREENBUYERFLYER.COM shall be entitled to change the pricing which applies to Services by:
(a) 30 days' notice in writing to the Member, or
(b) such other period of notice as may be specified in the relevant Addendum, (a Price Change Notice). In the event that a Price Change Notice is served, the Member shall have the rights of termination specified in Clause 11.3(a) below. However, for the avoidance of doubt, any messages sent on or after the date when such a Price Change Notice takes effect shall be charged at the pricing specified in that Price Change Notice.
5.3 The Member is to pre-pay charges to DLT, INC. DBA GREENBUYERFLYER.COM for Services:
(a) DLT, INC. DBA GREENBUYERFLYER.COM will set-off such pre-paid amounts against the charges payable by the Member for the Services in question, and any other amounts payable by the Member under these Terms and Conditions, and report monthly to the Member, showing a reconciliation of the pre-paid charges against such fees and amounts;
(b) pre-paid charges will not be returnable, notwithstanding that Services have not been taken by the Member, over any period to which the pre-paid charges are stated to apply, save in the event that DLT, INC. DBA GREENBUYERFLYER.COM has failed totally to provide the Services in question by reason of DLT, INC. DBA GREENBUYERFLYER.COM's breach of these Terms and Conditions;
(c) in the event that DLT, INC. DBA GREENBUYERFLYER.COM's charges attributable to the Services which are the subject of such pre-paid charges are equivalent to or exceed the amount for which pre-payment has been received from the Member, then DLT, INC. DBA GREENBUYERFLYER.COM shall be entitled to suspend provision of the relevant Services until further payment has been received from the Member.
5.4 All amounts payable under these Terms and Conditions are exclusive of any Tax that may be payable. The Member will pay all such Tax at the rate and in the manner required by law.
5.5 All charges for the Services shall be calculated by reference to data recorded by DLT, INC. DBA GREENBUYERFLYER.COM.
5.6 Upon thirty (30) days' written notice, the Member may, by appointment during normal business hours, inspect the records held by DLT, INC. DBA GREENBUYERFLYER.COM reasonably related to the calculation of charges to that Member's account, for the purpose of verifying charges under these Terms and Conditions. If a discrepancy is found then such discrepancy shall be corrected within 30 days of the inspection. Unless a discrepancy to the Member's disadvantage of at least $500 is found in an inspection, then the Member shall not be entitled to conduct another inspection under this Clause 5.6 until at least six months has elapsed from the end of the inspection in question.
5.7 Should DLT, INC. DBA GREENBUYERFLYER.COM receive more than 10 complaints from End-users in any 7 day period, DLT, INC. DBA GREENBUYERFLYER.COM shall have the right to charge the Member the sum of $5 in respect of each individual telephone or other contact made by an End-user with DLT, INC. DBA GREENBUYERFLYER.COM, save where the proximate cause of the End-user making such contact is a breach of these Terms and Conditions, or a failure of the Services to perform, for which DLT, INC. DBA GREENBUYERFLYER.COM is responsible.
6 Confidentiality
6.1 For the purpose of these Terms and Conditions, Confidential Information shall mean all Intellectual Property Rights, drawings, software, data, specifications, processes, testing procedures, Member information, End-user information, financial information, product and services information and all other technical, business and other information and material relating or belonging to a party or its Members which is obtained by either party in relation to the other, either directly or indirectly.
6.2 Confidential Information shall not include:
(a) information which was in the public domain at the time of disclosure;
(b) information which, though originally Confidential Information, subsequently falls into the public domain other than as a result of any breach of this Clause or any other duty of confidence;(c) information received by a party from a third party, or already known by such party, without any breach of this Clause or any obligation of confidentiality;
(d) information that is trivial or obvious; and (e) information that is required to be disclosed by a government body or court of competent jurisdiction or by operation of law or in order to comply with the rules of a recognized stock exchange, but only to the extent so required.
6.3 Each party hereby agrees, other than as permitted by these Terms and Conditions, to keep the Confidential Information of the other in complete confidence and not to disclose the same to any third parties (except as set out above and in clause 6.4), nor use it for any purposes other than for the performance of its duties under these Terms and Conditions (the Specific Purposes). Either party may disclose the Confidential Information of the other to its employees but only to the extent reasonably necessary for the Specific Purposes and subject to the recipient being subject to obligations of confidentiality relating to that Confidential Information no less stringent than the requirements of this Clause. Each party hereby agrees to use reasonable endeavors to ensure that all such employees do not disclose Confidential Information of the other party to third parties or use the same otherwise than as reasonably required for the Specific Purposes. The provisions of this Clause shall continue in full force and effect notwithstanding the termination of these Terms and Conditions for any reason whatsoever.
6.4 ALLOWED USES OF PROPERTY AND END-USER INFORMATION. Without violating any terms of these terms and conditions, and superseding all of the same: at all times, during and after termination of Member's use of DLT, INC. DBA GREENBUYERFLYER.COM's services, DLT, INC. DBA GREENBUYERFLYER.COM shall be entitled to use, sell, distribute, and license all real property information DLT, INC. DBA GREENBUYERFLYER.COM may use, sell, and license all such information and data for any and all purposes. To the extent that a assignment of intellectual property rights (copyright, trade mark, patent) or trade secret is necessary to provide for such use, Member hereby assigns all right, title and interest in such intellectual property and trade secrets to DLT, INC. DBA GREENBUYERFLYER.COM.
7 Warranties / Liability
7.1 DLT, INC. DBA GREENBUYERFLYER.COM warrants that the Services will be performed with reasonable care and skill with the objective of meeting the requirements of these Terms and Conditions.
7.2 DLT, INC. DBA GREENBUYERFLYER.COM shall be liable as expressly provided in these Terms and Conditions, but shall have no other obligation, duty or liability whatsoever in contract, tort (including negligence, breach of statutory duty and any other tort) or otherwise.
7.3 Nothing in these Terms and Conditions shall exclude or restrict DLT, INC. DBA GREENBUYERFLYER.COMs or the Member's liability for death or personal injury resulting from its negligence.
7.4 Neither party shall be liable to the other or any other person or entity, whether in contract, tort (including negligence, breach of statutory duty or other tort) or otherwise:
(a) for any loss of revenue, business, anticipated savings or profits; or
(b) for any indirect, special or consequential loss damage, costs or other claims, howsoever caused or arising, whether through non-supply or late supply of Services or other non-performance of these Terms and Conditions or otherwise.
7.5 Except as expressly stated elsewhere in these Terms and Conditions, all representations, warranties, conditions and other terms, whether express or implied (by common law, statute, collaterally or otherwise) are hereby excluded, save in the case of fraud.
7.6 DLT, INC. DBA GREENBUYERFLYER.COM shall have no liability to the Member or any other person for or in respect of any Member Content, Member Data or instructions supplied by the Member which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other act or omission of the Member.
7.7 DLT, INC. DBA GREENBUYERFLYER.COM will use reasonable endeavors to meet any dates agreed between the parties in writing for the commencement of the Services.
7.8 The provisions of this Clause 7 shall survive the termination or expiry of these Terms and Conditions.
8 Intellectual Property Rights
8.1 Ownership of all DLT, INC. DBA GREENBUYERFLYER.COM Rights shall vest in and remain with DLT, INC. DBA GREENBUYERFLYER.COM. As between the parties, ownership of all Member Rights shall vest in and remain with the Member.
8.2 DLT, INC. DBA GREENBUYERFLYER.COM shall license to the Member such use of DLT, INC. DBA GREENBUYERFLYER.COM Rights as is necessary to use the Services (including any related documentation or software which DLT, INC. DBA GREENBUYERFLYER.COM makes available to the Member) in accordance with these Terms and Conditions.
8.3 The Member shall license to DLT, INC. DBA GREENBUYERFLYER.COM the Member Rights in order that DLT, INC. DBA GREENBUYERFLYER.COM is enabled to provide the Services in accordance with these Terms and Conditions.
8.4 Any license granted under this Clause 8 shall be non-transferable, non-sub licensable, non-exclusive and royalty-free and shall be limited to the Term in respect of the Services to which the license relates and shall be granted only for the purpose of fulfilling the respective party's rights and obligations under these Terms and Conditions.
8.5 Each party warrants to the other that it is the owner of its respective Rights or is entitled to license its respective Rights as provided under Clauses 8.2 or 8.3, as applicable.
8.6 Neither party shall reverse engineer, de-compile or disassemble any software comprised in the other party's Rights save to the extent expressly permitted by applicable law.
9 Assignability and Third Party Rights
9.1 Member's rights cannot be assigned to any third parties.
9.2 The parties to these Terms and Conditions do not intend that any terms of these Terms and Conditions should be enforceable by any person or entity who or which is not a party to these Terms and Conditions.
10 Indemnity
10.1 Each party (indemnifier) shall respectively, as provided in (a) and (b) below, indemnify the other party (indemnified) against all costs, claims, expenses and liabilities arising out of any action, demand, allegation or proceeding by any person or entity (including, without limitation, any Regulator) based on an allegation that:
(a) Where DLT, INC. DBA GREENBUYERFLYER.COM is the indemnifier, the use or possession by DLT, INC. DBA GREENBUYERFLYER.COM of the Platform in connection with these Terms and Conditions infringes the Intellectual Property Rights of any third party; or
(b) Where the Member is the indemnifier, a contention that, if proved, would show that there had been a breach of Clause 8 above.
10.2 Indemnification under Clause 10.1 is conditional upon the indemnified:
(a) notifying the indemnifier promptly upon being notified or becoming aware of any matter which may be identifiable by the indemnifier under that Clause;
(b) does not make any admission, denial or statement in relation to such matter;
(c) gives to the indemnifier the entire control of the defense and settlement of such matter;
(d) provides to the indemnifier (at the indemnifier's expense) all reasonable assistance requested by indemnifier in connection with such defense and settlement, including (without limitation) by executing documents.
10.2 Members and End-users promise to protect, defend, and indemnify DLT, INC. DBA GREENBUYERFLYER.COM, its shareholders, directors, officers, employees and agents, from and against any and all liabilities, losses, costs, judgments, damages, claims, or causes of action, including, without limitation, any and all legal fees and expenses, arising out of or resulting in any form from the Member's use of DLT, INC. DBA GREENBUYERFLYER.COM's services.
10.3 LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT, AND UNDER NO THEORY OF LAW OR EQUITY, WILL DLT, INC. DBA GREENBUYERFLYER.COM (INCLUDING, WITHOUT LIMITATION, DLT, INC. DBA GREENBUYERFLYER.COM's EXECUTIVES, DIRECTORS, OFFICERS, ATTORNEYS, MANAGERS, EMPLOYEES, CONSULTANTS, CONTRACTORS, AGENTS, PARENT COMPANIES, SUBSIDIARIES, CO-SUBSIDIARIES WITH THE SAME PARENT COMPANY AS DLT, INC. DBA GREENBUYERFLYER.COM, AFFILIATES, THIRD-PARTY PROVIDERS, MERCHANTS, LICENSORS, OR THE LIKE) OR ANYONE ELSE INVOLVED IN CREATING, PRODUCING, OR DISTRIBUTING DLT, INC. DBA GREENBUYERFLYER.COM SERVICES, BE LIABLE FOR THE LOSS OF DATA, OR ANY BUSINESS OR PERSONAL LOSS, REVENUES DECREASE, EXPENSE SINCREASE, COSTS OF SUBSTITUTE PRODUCTS AND/OR DLT, INC. DBA GREENBUYERFLYER.COM SERVICES, OR ANY OTHER LOSS OR DAMAGE WHATSOEVER, OR FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE OR INDIRECT DAMAGES OF ANY KIND ARISING OUT OF ANY USE OF, OR ANY INABILITY TO USE, ANY DLT, INC. DBA GREENBUYERFLYER.COM SERVOCES EVEN IF DLT, INC. DBA GREENBUYERFLYER.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. DLT, INC. DBA GREENBUYERFLYER.COM's TOTAL CUMULATIVE LIABILITY, IF ANY, TO CUSTOMER, OR ANY THIRD PARTY, FOR ANY AND ALL DAMAGES, RELATED TO THE TOU OR DLT, INC. DBA GREENBUYERFLYER.COM SERVICES, INCLUDING, WITHOUT LIMITATION, THOSE FROM ANY NEGLIGENCE, ANY ACT OR OMISSION BY DLT, INC. DBA GREENBUYERFLYER.COM OR DLT, INC. DBA GREENBUYERFLYER.COM'S REPRESENTATIVES, OR UNDER ANY OTHER THEORY OF LAW OR EQUITY, WILL BE LIMITED TO, AND WILL NOT EXCEED, THE ACTUAL DOLLAR AMOUNT PAID BY THE MEMBER FOR THE SERVICES WHICH GAVE RISE TO SUCH DAMAGES, LOSSES AND CAUSES OF ACTIONS DURING THE 1-MONTH PERIOD PRIOR TO THE DATE THE DAMAGE OR LOSS OCCURRED OR THE CAUSE OF ACTION AROSE.
11 Suspension and Termination
11.1 DLT, INC. DBA GREENBUYERFLYER.COM may in its sole discretion suspend provision of the Services at any time in the event that:
(a) DLT, INC. DBA GREENBUYERFLYER.COM is obliged or advised to comply with an order, instruction or request of the government, Regulator, court or other competent authority;
(b) DLT, INC. DBA GREENBUYERFLYER.COM has cause to believe in its reasonable opinion that the Member is in breach of any of its obligations under these Terms and Conditions;
(c) the services of one or more of the Network Operators upon which the provision of Services hereunder is dependent suspends its provision of those services to DLT, INC. DBA GREENBUYERFLYER.COM under the terms of its or their relevant agreement(s) with DLT, INC. DBA GREENBUYERFLYER.COM
11.2 Where DLT, INC. DBA GREENBUYERFLYER.COM determines in its discretion it is practicable to do so, then DLT, INC. DBA GREENBUYERFLYER.COM shall affect any such suspension only in respect of those Services, which are affected by the matters, referred to in the above sub-Clauses. DLT, INC. DBA GREENBUYERFLYER.COM will use reasonable endeavors to notify Member in advance of any suspension of the Services affected under these Terms and Conditions.
11.3 These Terms and Conditions may be terminated prior to expiration of the Term by notice in writing as follows:
(a) by either party in the event the other has failed to perform any material obligation required to be performed under these Terms and Conditions and such failure is not corrected within thirty (30) days from receipt of written notice advising of such failure from the other party, which notice shall make reference to this Clause.
(b) In the event that a Price Change Notice is served under Clause 5.2, provided that the Member gives written notice of termination to DLT, INC. DBA GREENBUYERFLYER.COM no later than the later of (i) the date when the price change which is the subject of the Price Change Notice is scheduled to take effect, as specified in the relevant Price Change Notice, and (ii) fourteen days from the date of the Price Change Notice;
(c) by DLT, INC. DBA GREENBUYERFLYER.COM by immediate notice in the event that one or more of the Network Operators upon which the provision of Services hereunder is dependent terminates its provision of those services to DLT, INC. DBA GREENBUYERFLYER.COM under the terms of its or their relevant agreement(s) with DLT, INC. DBA GREENBUYERFLYER.COM; or
(d) by DLT, INC. DBA GREENBUYERFLYER.COM, in respect of Services which are the subject of it (but, for the avoidance of doubt, not any other Service Addendum or Services), in the event that any modification to DLT, INC. DBA GREENBUYERFLYER.COM's existing Network Operator contracts or any change in any law, regulation or code of conduct makes the provision of such Services illegal or contrary to such law, regulation or code of conduct, prohibitively difficult, or prohibitively expensive for DLT, INC. DBA GREENBUYERFLYER.COM;
(e) by DLT, INC. DBA GREENBUYERFLYER.COM by immediate notice in the event that the Member is in material breach of its obligations under Clause 3.1 or 3.2;
(f) by either party in the event that the other party (being a company) presents a petition or has petition presented by a creditor for its winding up, convenes a meeting to pass a resolution for voluntary winding up or enters into liquidation (other than for the purposes of a bona fide reconstruction or amalgamation), enters into a voluntary arrangement with its creditors, has a receiver, administrative receiver or administrator of all or any of its undertakings or assets appointed, or is deemed by the relevant statutory provisions under the applicable law to be unable to pay its debts or (if an individual) presents or has presented against him a bankruptcy petition or shall suffer anything analogous to these matters to occur to him or it.
11.4 Upon termination or expiration of these Terms and Conditions the Member shall deliver to DLT, INC. DBA GREENBUYERFLYER.COM all material containing any of the Confidential Information of DLT, INC. DBA GREENBUYERFLYER.COM within fourteen (14) days of such termination or expiration or (at the option of DLT, INC. DBA GREENBUYERFLYER.COM a statement confirming that such copies have been destroyed) and DLT, INC. DBA GREENBUYERFLYER.COM shall return to the Member all material provided in documentary form by the Member to DLT, INC. DBA GREENBUYERFLYER.COM containing information in the nature of Confidential Information of the Member which it holds; provided that
(a) DLT, INC. DBA GREENBUYERFLYER.COM shall not be obliged to return such material to the Member where in doing so DLT, INC. DBA GREENBUYERFLYER.COM would be likely to compromise the confidentiality of any other person's confidential information); and
(b) DLT, INC. DBA GREENBUYERFLYER.COM shall be entitled to retain and use all Confidential Information of the Member provided by the Member to DLT, INC. DBA GREENBUYERFLYER.COM as part of the Member Data or Member Content notwithstanding termination of these Terms and Conditions for so long and to the extent required for the performance by DLT, INC. DBA GREENBUYERFLYER.COM of obligations owed to Network Operators or Regulators or in order to satisfy legal or regulatory requirements.
12 Term
12.1 These Terms and Conditions shall continue in force until the expiry of the License Agreement.
12.2 Unless earlier terminated in accordance with these Terms and Conditions, shall continue until:
(a) the expiry of such period, or, in the absence thereof
(b) the service by either party of at least ninety (90) days' written notice to the other party, such notice to expire no earlier than the first anniversary.
13 Announcement
The Parties shall agree any public announcement regarding these Terms and Conditions and/or the subject matter of these Terms and Conditions in writing in advance.
14 Data Protection
14.1 The Member warrants and undertakes that it shall comply with all applicable laws and regulations in relation to the provision of its Services, and in particular but without limitation the Member shall comply with the relevant data protection and privacy laws.
14.2 DLT, INC. DBA GREENBUYERFLYER.COM warrants and undertakes that:
(a) subject to these Terms and Conditions and any legal or regulatory requirements, it will act as a data processor and (b) without prejudice to any duties it may owe to other Members, or rights it may otherwise have acquired, it will not use Member Data (or Member Content) other than for the purposes expressed in, and in accordance with, these Terms and Conditions.
15 General
15.1 Subject to Clause 2.2, any amendment to these Terms and Conditions must be in writing signed by or on behalf of both parties via digital signature pursuant to Chapter 720, Nevada Revised Statutes, or otherwise.
15.2 No waiver of any provision of these Terms and Conditions by either party shall be effective unless made in writing. Any waiver made by such party of any term or condition of these Terms and Conditions shall not be deemed or construed to be a waiver of such term or condition for the future, or any subsequent breach thereof.
15.3 If any portion of these Terms and Conditions is determined to be or becomes unenforceable or illegal, such portion shall be deemed eliminated and the remainder of these Terms and Conditions shall remain in effect in accordance with its terms as modified by such deletion.
15.4 If a Member has missed any payment when due for any reason, DLT, INC. DBA GREENBUYERFLYER.COM may immediately terminate this agreement at any such time that payment is past due, and may refuse to accept payment tendered after it is past due without any prior notice. If a Member becomes a debtor in any proceeding in bankruptcy, pursuant to Title 11, United States Code, DLT, INC. DBA GREENBUYERFLYER.COM may immediately terminate provision of services without prior notice or penalty. Such Member consents to the grant of relief from any automatic stay of proceedings against DLT, INC. DBA GREENBUYERFLYER.COM in such event.
16 Governing Law and Jurisdiction
The parties agree that these terms and conditions shall be construed pursuant to relevant federal law, codes and regulations, and in accord with the laws of the State of Nevada that do not conflict with supreme federal law. It is agreed that any such disputes arising from the terms and conditions shall have their exclusive jurisdiction and venue within the state and United States courts situated in the State of Nevada, county of Washoe.
Contact Information
• Questions or comments regarding the Web Site should be sent by e-mail to info@greenbuyerflyer.com
• Written correspondance should be sent by U.S. mail to DLT, Inc. dba GreenBuyerFlyer.com, Inc., 316 California Ave. #888 Reno, NV. 89509.
• For further information or to arrange a demonstration sales@greenbuyerflyer.com
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