Terms of Service

Welcome to Silent Push (“Silent Push,” “we,” or “our”).

By using the website located at silentpush.com, app.silentpush.com, and explore.silentpush.com and the related mobile websites (collectively, the “Websites”), you agree to be bound by these Terms of Service (this “Terms of Service” or “Agreement”), whether or not you register as a member of Silent Push (“Member”). If you wish to become a Member and/or make use of the service (the “Service”), please read this Agreement. If you object to anything in this Agreement or the Silent Push Privacy Policy, do not use the Service.

PLEASE READ THIS AGREEMENT CAREFULLY AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS, INCLUDING VARIOUS LIMITATIONS AND EXCLUSIONS, AND A DISPUTE RESOLUTION CLAUSE THAT GOVERNS HOW DISPUTES WILL BE RESOLVED.

1. Electronic Agreement. This Terms of Service is an electronic contract that sets out the legally binding terms of your use of the Service. This Terms of Service is subject to change by Silent Push at any time, effective upon posting on the Silent Push Websites. By accessing and/or using the Service or becoming a Member, you accept this Terms of Service and agree to the terms, conditions and notices contained or referenced herein. Your continued use of the Service following Silent Push’s posting of revised terms of any section of the Terms of Service will constitute your express and binding acceptance of and consent to the revised Terms of Service.

2. Access and Retention. In order to access and retain this electronic Agreement, you must have access to the World Wide Web, either directly or through devices that access web-based content, and pay any service fees associated with such access. In addition, you must use all equipment necessary to make such connection to the World Wide Web, including a computer and modem or other access device. Please print a copy of this document for your records. To retain an electronic copy of this Agreement, you may save it into any word processing program.

3. Eligibility. You must be at least eighteen (18) years of age. By using the Service, you represent and warrant that you have the right, authority and capacity to enter into this Agreement and to abide by all of the terms and conditions of this Agreement.

The Service is also not available to any users who have been previously removed or suspended from the Service.

By using the Service, you represent and warrant that you have the right, authority and capacity to enter into this Terms of Service and to abide by all of the terms and conditions of this Terms of Service.

4. Commercial Use of Service. If you are using and/or accessing the Service on behalf of a company, entity, or organization (collectively, a “Subscribing Entity”), you represent and warrant that:

a. You are an authorized representative of the Subscribing Entity, and that you have the authority to bind the Subscribing Entity to this Terms of Service;

b. You have read and understand this Terms of Service; and

c. You agree to this Terms of Service on behalf of the Subscribing Entity.

Illegal and/or unauthorized uses of the Service include, but are not limited to, collecting usernames and/or email addresses of Members by electronic or other means for the purpose of sending unsolicited email, unauthorized framing of or linking to the Websites, sharing or disclosing your username or password to any third party or permitting any third party to access your account, attempting to impersonate another user or person, use of the Service in any fraudulent or misleading manner, any automated use of the system, such as scraping the Websites, automated scripts, spiders, robots, crawlers, harvesting or data mining tools or the like, interfering with, disrupting, or creating an undue burden on the Service or the networks or services connected to the Service, and using the Service in a manner inconsistent with any and all applicable laws and regulations. Illegal and/or unauthorized use of the Service may be investigated, and appropriate legal action may be taken, including without limitation, civil, criminal, and injunctive redress. Use of the Service is with the permission of Silent Push, which may be revoked at any time, for any reason, in Silent Push’s sole discretion.

5. Your Use of the Service

a. You must not copy or capture, or attempt to copy or capture, any content from the Websites or Service, unless given express permission by Silent Push.

b. You must not copy, republish, adapt, make available or otherwise communicate to the public, display, perform, transfer, share, distribute or otherwise use or exploit any content on or from the Websites and/or Service.

c. You must not use any content in any way that is designed to create a separate service or that replicates any part of the offering of the Service.

d. You must not employ scraping or similar techniques to aggregate, repurpose, republish or otherwise make use of any content.

e. You must not employ any techniques or make use of any services, automated or otherwise, designed to misrepresent your activity on the Service, including without limitation by the use of bots, botnets, scripts, apps, plugins, extensions or other automated means to register accounts, log in, send messages, post comments, or otherwise to act on your behalf, particularly where such activity occurs in a multiple or repetitive fashion. You must not offer or promote the availability of any such techniques or services to any other users of the Service.

f. You must not alter or remove, or attempt to alter or remove, any trademark, copyright or other proprietary or legal notices contained in, or appearing on, the Websites or any content appearing on the Websites.

g. You must not, and must not permit any third party to, copy or adapt the object code of the Websites, or reverse engineer, reverse assemble, decompile, modify or attempt to discover any source or object code of any part of the Websites, or circumvent or attempt to circumvent or copy any copy protection mechanism or access any rights management information pertaining to content on the Websites.

h. You must not commit or engage in, or encourage, induce, solicit or promote, any conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law or regulation.

i. You must not rent, sell or lease access to the Service, or any content on the Websites.

j. You must not deliberately impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity, for example, by registering an account in the name of another person or company, or sending messages or making comments using the name of another person.

k. You must not stalk, exploit, threaten, abuse or otherwise harass another user, or any Silent Push employee. If Silent Push determines that any user has threatened, stalked, harassed, or verbally abused any Silent Push employee or another Silent Push Member, Silent Push reserves the right to immediately terminate that user’s membership and suspend access to the Service.

l. You must not sell or transfer, or offer to sell or transfer, any Silent Push account to any third party without the prior written approval of Silent Push.

m. You must not collect or attempt to collect personal data, or any other kind of information about other users, including without limitation, through spidering or any form of scraping.

n. You must not violate, circumvent or attempt to violate or circumvent any data security measures employed by Silent Push; access or attempt to access data or materials which are not intended for your use; log into, or attempt to log into, a server or account which you are not authorized to access; attempt to scan or test the vulnerability of Silent Push’s servers, system or network or attempt to breach Silent Push’s data security or authentication procedures; attempt to interfere with the Websites or the Services by any means including, without limitation, hacking Silent Push’s servers or systems, submitting a virus, overloading, mail-bombing or crashing. Without limitation to any other rights or remedies of Silent Push under these Terms of Service, Silent Push reserves the right to investigate any situation that appears to involve any of the above, and may report such matters to, and cooperate with, appropriate law enforcement authorities in prosecuting any users who have participated in any such violations.

You agree to comply with the above conditions, and acknowledge and agree that Silent Push has the right, in its sole discretion, to terminate your account or take such other action as we see fit if you breach any of the above conditions or any of the other terms of these Terms of Service. This may include taking court action and/or reporting offending users to the relevant authorities.

6. Membership; Pricing; Charges on Your Account.

a. General. Please note that the billing policies that are disclosed to you in subscribing to the service are deemed part of this Terms of Service. Notwithstanding anything herein, you are solely responsible for all taxes associated with your use of the Websites and/or Service.

b. Billing. Silent Push bills you through an online account (your “Billing Account”) for use of the Service. You agree to pay all charges at the prices then in effect for any use of the Service by you or other persons (including your agents) using your Billing Account, and you authorize Silent Push to charge your chosen payment provider (your “Payment Method”) for the Service. You agree to make payment using that selected Payment Method.
c. Payment Method. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen payment method.

d. Recurring Billing. Our subscription plans to the Service consist of an initial period, for which there is a one-time charge, followed by recurring period charges as agreed to by you. By entering into this Agreement, you acknowledge that your subscription has an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. Silent Push may submit periodic charges (e.g. yearly) without further authorization from you, until you provide prior notice (confirmed in writing by Silent Push) that you have terminated this authorization or wish to change your payment method. Such notice will not affect charges submitted before Silent Push could reasonably act. You may change your payment method or cancel your paid membership by a provider of your chosen Payment Method (the “Payment Method Provider”) in your account settings on the Websites. For your convenience, we take your payment information so that your Silent Push membership will not be interrupted. We auto-renew your membership at the level you selected. Your Silent Push subscription will be automatically extended for successive renewal periods of the same duration as the subscription term originally selected, at the then-current non-promotional subscription rate (if applicable). You may by creating a support ticket on the Service. Please note that you will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period.
e. Current Information Required. YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY SILENT PUSH IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE AT ACCOUNT SETTINGS. IF YOU FAIL TO PROVIDE SILENT PUSH ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT SILENT PUSH MAY CONTINUE CHARGING YOU FOR ANY USE OF THE SERVICE UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR SUBSCRIPTION FOR THE SERVICE (CONFIRMED BY YOU IN WRITING UPON REQUEST BY SILENT PUSH).
f. Payment Method. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen payment method.
g. Reaffirmation of Authorization. Your non-termination or continued use of the Service reaffirms that Silent Push is authorized to charge your Payment Method. Silent Push may submit those charges for payment and you will be responsible for such charges. This does not waive Silent Push’s right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially subscribed to the Service.

h. Free Trial; Promotion. We may provide a free trial or other promotion (the “Promotion”), which Promotion may provide you access to some or all features afforded to paying members of the Service. In order to avoid being charged a subscription fee for the Service, you must cancel your subscription prior to the termination of the trial period. If you cancel prior to the termination of the trial period yet you are still charged for access to the Service, please contact us at [email protected].

 

7. Modifications to Service. Silent Push reserves the right at any time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Silent Push shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

8. Blocking of IP Addresses. In order to protect the integrity of the Services, Silent Push reserves the right at any time in its sole discretion to block Members from certain IP addresses from accessing the Websites and/or Service.

9. Term. This Terms of Service will remain in full force and effect while you use the Websites and/or Service. You may terminate your membership at any time by visiting your Dashboard on Silent Push. If you resign or cancel your membership to Silent Push, to help Silent Push analyze and improve the Service, you may be asked to provide a reason for your resignation/cancellation.

Silent Push may terminate your membership for any reason by sending notice to you at the email address you provide in your application for membership, or such other email address as you may later provide to Silent Push. All decisions regarding the termination of accounts shall be made in the sole discretion of Silent Push. Silent Push is not required to provide you notice prior to terminating your membership. Silent Push is not required, and may be prohibited, from disclosing a reason for the termination of your account. Even after your membership is terminated, this Terms of Service will remain in effect. All terms that by their nature may survive termination of this Terms of Service shall be deemed to survive such termination.

10. You Bear Risk of Upload. Silent Push uses reasonable security measures in order to attempt to protect any content or information that you upload, including without limitation any information, photographs or other images, or intellectual property (collectively, “Your Content”). However, Silent Push cannot guarantee that there will be no unauthorized copying or distribution of Your Content nor will Silent Push be liable for any copying or usage of Your Content not authorized by Silent Push. You hereby release and forever waive any claims you may have against Silent Push for any such unauthorized copying or usage of Your Content, under any theory of liability. THE SECURITY MEASURES TO PROTECT YOUR CONTENT USED BY SILENT PUSH HEREIN ARE PROVIDED AND USED “AS-IS” AND WITH NO WARRANTIES OR ASSURANCES THAT SUCH SECURITY MEASURES WILL WITHSTAND ATTEMPTS TO EVADE SECURITY MECHANISMS OR THAT THERE WILL BE NO CRACKS, DISABLEMENTS OR OTHER CIRCUMVENTION OF SUCH SECURITY MEASURES.

Silent Push may, in our sole discretion, remove any content posted on the Service, for any reason or no reason whatsoever. Notwithstanding the foregoing, we are not obligated to monitor content uploaded to the Service and we do not guarantee that we will remove any content that violates these Terms of Use or is illegal or otherwise objectionable.

Silent Push reserves the right, in our sole discretion, to limit the quantity or method of communications that you may send to other Members within a set period of time.

Without limiting the foregoing, Silent Push has the right to cooperate fully with any court or law enforcement agency or authority ordering or requesting that we disclose the identity of, or any other information about, anyone posting any materials on or through the Websites or Service. YOU AGREE TO WAIVE AND HOLD HARMLESS SILENT PUSH, ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS, FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES, DURING, IN RESPONSE TO, OR AS A RESULT OF, ITS INVESTIGATIONS, AS WELL AS FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF SUCH INVESTIGATIONS, WHETHER BY SUCH PARTIES OR BY A COURT OR LAW ENFORCEMENT AGENCY OR AUTHORITY.

Notwithstanding the foregoing, Silent Push cannot and does not undertake to review all materials before they are posted on the Websites or Service. Silent Push cannot ensure that objectionable material will be promptly removed after it has been posted.

Silent Push assumes no liability for any action or inaction taken by us or any of our affiliates, licensees, and/or service providers, regarding content, communications, or transmissions from or by any user or third party. Silent Push has no liability or responsibility to anyone for performance or nonperformance of the aforementioned activities.

11. Third Party Content. Silent Push may provide third party content on the Websites and/or Service and may provide links to webpages and content of third parties (collectively, the “Third-Party Content”) as a service to those interested in this information. Silent Push does not control, endorse or adopt any Third-Party Content and makes no representation or warranties of any kind regarding the Third-Party Content, including without limitation regarding its accuracy or completeness. Please be aware that Silent Push does not create Third-Party Content, nor does Silent Push update or monitor it. Silent Push is therefore not responsible for any Third-Party Content on the Service. Users use such Third-Party Content at their own risk.

The Service may include links or references to other web sites or services solely as a convenience to Silent Push users (collectively, the “Reference Sites”). Silent Push does not endorse any Reference Sites or the information, materials, products, or services contained on or accessible through Reference Sites. In addition, your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Service are solely between you and the relevant advertiser. Access and use of Reference Sites, including the information, materials, products, and services on or available through Reference Sites is solely at your own risk.

12. Intellectual Property. Silent Push, the Silent Push logos and any other product or service name or slogan contained in the Service are trademarks of Silent Push or our suppliers or licensors and may not be copied, imitated or used, in whole or in part, without the prior written permission of Silent Push or the applicable trademark holder. Any authorized use of these trademarks must be in accordance with any guidelines that Silent Push may provide you from time to time.

Silent Push retains all proprietary rights in the Websites and the Service, except where otherwise noted. The Websites contain the copyrighted material, trademarks, and other proprietary information of Silent Push, and its licensors. Except where we have given you express written permission, you may not copy, modify, publish, transmit, distribute, perform, display, or sell any such proprietary information. All content on Silent Push is proprietary. Except where otherwise specified in this Agreement, all Content is copyrighted material of Silent Push and for Silent Push Members’ use only. Distribution of Content to others is strictly prohibited. You agree that Silent Push would be irreparably harmed by any violation or threatened violation of this section and that, therefore, Silent Push shall be entitled to an injunction prohibiting you from any violation or threatened violation of this section, without posting bond, in addition to any other right or remedy it may have.

We may provide links to third party websites, and some of the content appearing on Silent Push may be supplied by third parties. Silent Push has no responsibility for these third party websites nor for their content, which is subject to and governed by the terms of service and/or privacy policies, if any, of the applicable third party content providers.

You may not use any metatags or any other hidden text utilizing “Silent Push” or any other name, trademark or product or service name of Silent Push without our prior written permission. In addition, the look and feel of the Silent Push Service, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of Silent Push and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned in the Service are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by us or any other affiliation.

The Service is owned and operated by Silent Push. Unless otherwise indicated, all content and other materials on the Service, including, without limitation, Silent Push’s logos, the visual interfaces, graphics, design, compilation, information, software, computer code (including source code or object code), services, text, pictures, information, data, sound files, other files and the selection and arrangement thereof (collectively, the “Materials”) are protected by United States copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws (including in your country of residence).

13. Ownership of Your Content; Licenses.

 Silent Push does not claim ownership of Your Content. However, with respect to Your Content, you grant Silent Push a worldwide, royalty-free, irrevocable, and non-exclusive license(s) to use, publish, distribute, modify, reproduce, sell, and publicly display such content on the Service or elsewhere, for any purpose whatsoever including without limitation monetary gain.

In the event that you send any unsolicited ideas, suggestions, or feedback to Silent Push (collectively, the “Feedback”), you acknowledge and agree that such Feedback is non-confidential and non-proprietary to you, and you grant to Silent Push a worldwide, royalty-free and non-exclusive license(s) to use, distribute, reproduce, and publicly display such Feedback for any reason or purpose, without attribution or compensation to you.

14. Copyright Policy. Silent Push prohibits the submission or posting of any information that infringes or violates the copyright rights and/or other intellectual property rights (including rights of privacy and publicity) of any person or entity.

Pursuant to Title 17, United States Code, Section 512(c)(2) or for any other claim of copyright infringement, you hereby agree that notifications of claimed copyright infringement be sent by certified mail to:

12020 Sunrise Valley Drive, Suite 100, Reston, Virginia, 20191

When contacting us, please make sure that you include the following information:

a. a statement that you have identified content on Silent Push that infringes your copyright or the copyright of a third party on whose behalf you are entitled to act;

b. a description of the copyright work(s) that you claim have been infringed;

c. a description of the content that you claim is infringing and the Silent Push URL(s) where such content can be located;

d. your full name, address and telephone number, a valid email address on which you can be contacted, and your Silent Push user name if you have one;

e. a statement by you that you have a good faith belief that the disputed use of the material is not authorized by the copyright owner, its agent, or the law; and

f. a statement by you that the information in your notice is accurate and that you are authorized to act on behalf of the owner of the exclusive right that is allegedly infringed.

In addition, if you wish for your notice to be considered as a notice pursuant to the United States Digital Millennium Copyright Act 17 U.S.C. ¤512(c), please also include the following:

 g. with respect to your statement that you are authorized to act on behalf of the owner of the exclusive right that is allegedly infringed, confirmation that such statement is made under penalty of perjury; and

h. your electronic or physical signature (which may be a scanned copy).

Silent Push will process any notice of alleged infringement which it receives and will take appropriate action as required by the Digital Millennium Copyright Act (DMCA) 17 U.S.C. 512(c)(3) or other applicable copyright law. U.S. law provides significant penalties for submitting such a statement falsely. Under appropriate circumstances, persons who repeatedly submit infringing or unlawful material will be prohibited from posting further submissions.

The foregoing process applies to copyright only. If you discover any content that you believe to be in violation of your trademark rights, please report this to us by mail or email at 12020 Sunrise Valley Drive, Suite 100, Reston, Virginia, 20191 or [email protected]. In all other cases, if you discover content that infringes any or violates any of your other rights, which you believe is defamatory, pornographic, obscene, racist or otherwise liable to cause widespread offence, or which constitutes impersonation, harassment, spam or otherwise violates these Terms of Service or applicable law, please report this to us at 12020 Sunrise Valley Drive, Suite 100, Reston, Virginia, 20191 or [email protected].

15. Repeat Infringer Policy. In accordance with the DMCA and other applicable laws around the world, Silent Push has adopted a policy that it will promptly terminate without notice any user’s access to the Service if that user is determined by Silent Push to be a “repeat infringer.” A repeat infringer includes, without limitation, a user who has been notified by Silent Push of infringing activity violations more than twice and/or who has had any user-submitted content removed from the Service more than twice. Silent Push may also at our sole discretion limit access to the Service and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

In addition, Silent Push accommodates and does not interfere with standard technical measures used by intellectual property rights owners to protect their materials.

Please note that we do not offer refunds to Members whose accounts are terminated as a result of repeated infringement of these Terms of Service.

16. Limitation of Liability. In no event shall Silent Push be liable for any damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising out of or relating to the Websites or Service, or use thereof. Nothing contained in the Websites or Service or in any written or oral communications from Silent Push or its employees or agents shall be construed to make any promise, covenant, warranty, or guaranty, all of which are explicitly disclaimed hereby, contrary to the statements and disclaimers contained in this paragraph.

The content and functionality on the Websites and Service, along with the services provided by employees of the Websites and Service, are offered “as is” without warranty of any kind, either express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. Silent Push makes no warranties, express or implied, as to the ownership, accuracy, completeness or adequacy of the Websites’ content or that the functionality of the Websites or Service will be uninterrupted or error-free or free from virus or third party attack. You hereby acknowledge that your use of the Websites and the Service is at your sole risk. UNDER NO CIRCUMSTANCES SHALL SILENT PUSH, ITS OFFICERS, OWNERS, EMPLOYEES OR AGENTS AND THEIR RESPECTIVE HEIRS, SUCCESSORS AND ASSIGNS BE LIABLE FOR ANY DAMAGES, INCLUDING DIRECT, INCIDENTAL, PUNITIVE, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT DIRECTLY OR INDIRECTLY RESULT FROM USE OF, OR INABILITY TO USE, THE WEBSITES OR SERVICE OR THE INFORMATION CONTAINED THEREIN, INCLUDING WITHOUT LIMITATION FOR VIRUSES ALLEGED TO HAVE BEEN OBTAINED FROM THE WEBSITES OR SERVICE, EVEN IF SILENT PUSH HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES AND REGARDLESS OF THE THEORY OF LIABILITY.

TO THE GREATEST EXTENT PERMITTED BY LAW, YOU AGREE THAT IN NO EVENT WILL SILENT PUSH HAVE ANY LIABILITY, CONTINGENT OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES IN ANY WAY ARISING OUT OF OR RELATING TO THE AGREEMENT, WEBSITES OR THE SERVICE, INCLUDING, BUT NOT LIMITED TO LOST PROFITS, LOST DATA, LOSS OF GOODWILL, COPYRIGHT INFRINGEMENT, WORK STOPPAGE, EQUIPMENT FAILURE OR MALFUNCTION, PERSONAL INJURY, PROPERTY DAMAGE, OR ANY OTHER DAMAGES OR LOSSES, EVEN IF SILENT PUSH HAS BEEN ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, STATUTE, INDEMNITY OR OTHERWISE) UPON WHICH SUCH LIABILITY IS BASED.

In the event that any of the foregoing limitations are deemed to be unenforceable, to the greatest extent permitted by law, you agree that the entire aggregate liability of Silent Push and sole remedy available to any Member in any case in any way arising out of or relating to the Agreement, Websites or the Service shall be limited to monetary damages that in the aggregate may not exceed the greater of $500.00 or the sum of any amount paid by the Member or user to Silent Push during the six months prior to notice to Silent Push of the dispute for which the remedy is sought.

17. Indemnity by You. You agree to indemnify and hold Silent Push, its subsidiaries, affiliates, officers, agents, and other partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys’ fees, arising out of or related to:

a. your use of the Service and/or Websites in violation of this Terms of Service and/or arising from a breach of this Terms of Service including without limitation your representations and warranties set forth above; or

b. any activity related to your account, be it by you or by any other person accessing your account with or without your consent unless such activity was caused by the act or default of Silent Push.

18. Attorney Fees. In the event that Silent Push is successful in whole or in part in any action or proceeding related to or arising from this Terms of Service, you shall be responsible for Silent Push’s attorneys’ fees and costs.

19. Parental or Guardian Permission. Some of the Content on the Websites may not be appropriate for children. CHILDREN UNDER THE AGE OF 13 ARE NOT PERMITTED TO USE THE WEBSITES AND/OR SERVICE UNLESS A SUPERVISING PARENT OR GUARDIAN IS PRESENT. INDIVIDUALS UNDER THE AGE OF 13 ARE NOT PERMITTED TO SUBSCRIBE TO OUR FEE-BASED SERVICES OR GIVE SILENT PUSH THEIR EMAIL ADDRESS OR ANY OTHER PERSONALLY IDENTIFIABLE INFORMATION.

20. Privacy. Use of the Websites and/or the Service is also governed by our Privacy Policy, located at https://www.silentpush.com/privacy-policy

21. Jurisdiction and Choice of Law; Dispute Resolution. If there is any dispute arising out of the Websites and/or the Service, by using the Websites and/or Service, you expressly agree that any such dispute shall be governed by the laws of the State of Virginia, without regard to its conflict of law provisions, and you expressly agree and consent to the exclusive jurisdiction and venue of the state and federal courts of the State of Virginia, for the resolution of any such dispute. Acceptance of the terms and conditions of this Agreement constitutes your consent to be sued in such courts and to accept service of process outside the State of Virginia with the same force and effect as if such service had been made within the State of Virginia. You hereby agree to accept service of process for any action hereunder by certified mail return receipt requested which service shall have the same force and effect as though service had been effected by personal service in the applicable jurisdiction. If any part of these terms is unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of the remaining provisions.

22. Arbitration Provision/No Class Action. Except where prohibited by law, as a condition of using the Websites and/or Service, you agree that any and all disputes, claims and causes of action (collectively, “Claim”) arising out of or connected with the Websites and/or Service, shall be resolved individually, without resort to any form of class action, exclusively by binding arbitration under the rules of the American Arbitration Association for full and final settlement of such Claim, and judgment on the award rendered in the arbitration may be entered in any court having jurisdiction thereof. Such arbitration shall be held in accordance with the Rules for Expedited Procedures under the Commercial Arbitration Rules of the American Arbitration Association or other mutually agreeable organization, before a single arbitrator (with knowledge and expertise of copyright law if the claim is all or partially for copyright infringement), selected by agreement of both parties or by an independent mediator (with knowledge and expertise of copyright law if the claim is all or partially for copyright infringement) if the parties are unable to agree. The parties shall split the arbitration and/or mediator costs. An award rendered by the arbitrator(s) may be entered and confirmed by the courts of the State of Virginia, County of Fairfax, or the U.S. District Court for the Eastern District of Virginia. The parties agree that any post-arbitration action seeking to enforce an arbitration award or action seeking equitable or injunctive relief shall be brought exclusively in the courts of the State of Virginia, County of Fairfax, or the U.S. District Court for the Eastern District of Virginia.

23. No Third Party Beneficiaries. You agree that, except as otherwise expressly provided in this Terms of Service, there shall be no third party beneficiaries to this Terms of Service.

24. Availability Outside the U.S. If you access Silent Push from outside of the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction. If you access the Websites or Service from outside of the United States, you acknowledge that any personal information you provide will be processed in the United States and other geographies as selected by us in our sole discretion, and you hereby consent to the collection and processing of your personal information in a manner consistent with this Agreement and the Privacy Policy.

25. Entire Agreement. This Terms of Service, along with the Privacy Policy, contains the entire agreement between you and Silent Push regarding the use of the Websites and/or the Service.

26. Severability; Waiver. If any provision of this Terms of Service is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Terms of Service, which shall remain in full force and effect. No waiver of any term of this Terms of Service shall be deemed a further or continuing waiver of such term or any other term. In addition, Silent Push’s failure to enforce any term of this Terms of Service shall not be deemed as a waiver of such term or otherwise affect Silent Push’s ability to enforce such term at any point in the future.

27. Headings. The section headings contained in this Terms of Service are for reference purposes only and shall not in any way affect the meaning or interpretation of this Terms of Service.

Please contact us with any questions regarding this agreement.

Silent Push reserves all rights not expressly granted in these Terms of Service.