This website is owned and operated by LiveAudienceResponse.com in conjunction with its affiliates (collectively “the Company”).
This website and services provided in conjunction with this website are provided “as is” and are accessed and used by you at your own risk. Although reasonable efforts are used to ensure that the website is current and contains no errors or inaccuracies, the Company makes no representations, warranties or guarantees that the information, content or materials included in this website will be error-free or completely accurate or current at all times, or at any time.
The Company controls this website from its offices within Ontario, Canada. You agree that (a) all matters relating to access to, use of, or purchases through this website will be governed by the laws of Ontario and the federal laws of Canada applicable to Ontario; the courts of Ontario have jurisdiction; (c) the United Nations Convention on Contracts for the International Sale of Goods will not apply; and (d) you are responsible for complying with all local laws.
By using the Live Audience Response System (“Service”), the user (“Customer”) accept/s the rates, terms, and conditions (“Terms”) identified on this page as such Terms are updated prospectively from time to time. The Company may modify these Terms and Conditions from time to time, for any reason, by posting revised Terms and Conditions on this website. The changes will be effective when published. It is your obligation to review these Terms and Conditions from time to time so you will be apprised of any changes. If you continue to use this website or services associated with this website after the revised Terms and Conditions have been posted, you will be deemed to have agreed to them. If you do not agree with the amended Terms and conditions at any time, you may terminate your relationship with us in accordance with Article 11 below.
The Services consist of Audience Response System – an online platform that allows to interact with audience via interactive SMS messaging campaigns such as surveys, trivia, polls and more. Services might also include Add-Ons such as additional phone numbers, CASL Compliance Module, short code rental and more. The Services may not be available in all countries or regions of the world. You agree to use the Services according to all applicable guidelines as well as all provincial and federal laws that the Services are subject to.
- Your Accounts
To use the Services, you will be asked to create an account. As part of the account creation process, you’ll be asked to provide your email address, create a password, and verify that you’re a human being by providing a valid mobile phone number to which we’ll send you a verification code to enter into the form. Until you apply for an account, your access to our Services will be limited to what is available to the general public. When registering an account, you must provide true, accurate, current and complete information about yourself as requested during the account creation process. You must also keep that information true, accurate, current and complete after you create your account.
You are solely responsible for all use (whether or not authorized) of our Services under your account. You are also solely responsible for all use and for all acts and omissions of anyone that has access to your application. You agree to take all reasonable precautions to prevent unauthorized access to or use of our Services and will notify us promptly of any unauthorized access or use. We will not be liable for any loss or damage arising from unauthorized use of your account.
- Rights Granted
The Customer has the nonexclusive, non-assignable, royalty free, worldwide limited right to use the Services solely for the Customer’s internal business operations and subject to these Terms. The Customer is entitled to allow the Customer’s users to use the Services for this purpose. The Customer is and will be responsible for the Customer’s users’ compliance with these Terms. The Services are and will be provided as described in, and subject to, the Article 1 above.
The Customer will own all rights, title and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to the Customer as part of the Services. The Company will own and retain all rights, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with implementation of the Services or support, and (c) all intellectual property rights related to any of the foregoing.
Notwithstanding anything to the contrary, the Company will have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning the Customer Data and the data derived therefrom), and the Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
Each Party (the Receiving Party) understands that the other Party (the Disclosing Party) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as the Proprietary Information of the Disclosing Party). The Proprietary Information of the Company includes non-public information regarding features, functionality and performance of the Services.
The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information.
The Disclosing Party agrees that the foregoing will not apply with respect to any information after five years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
- Use and Storage of Customer Data
Except as agreed by the Company and you in writing, we may periodically delete your Customer Data. Further, data storage is not guaranteed by us and you agree that we will not have any liability whatsoever for any damage, liabilities, losses, or any other consequences that you may incur relating to the loss or deletion of Customer Data.
You further acknowledge and agree that we may access or disclose Customer Data, including the content of communications, if: (i) we believe that disclosure is reasonably necessary to comply with any applicable law, regulation, legal process or government request, (ii) to enforce our agreements and policies, (iii) to protect the security or integrity of our services and products, (iv) to protect ourselves, our other customers, or the public from harm or illegal activities, or (v) to respond to an emergency which we believe in good faith requires us to disclose data to assist in preventing a death or serious bodily injury.
- Restrictions and Use of the Services
The Customer may use our Services, on a non-exclusive basis, solely in strict compliance with these Terms and the Acceptable Use Policy (“AUP“), which may be updated from time to time, and applicable law. The Customer will not, directly or indirectly:
- reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services;
- modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services);
- use the Services or any Software for any activities that could reasonably be deemed as falling outside of appropriate and reasonable use of the Services.
The Company reserves the right to reclaim any phone number from the Customer’s account and return that number to the relevant numbering plan if there is no sufficient traffic over that phone number such that the phone number is unutilized or underutilized, as defined by any local, federal, and/or national regulatory agency and/or governmental organization with oversight over the relevant phone number and numbering plan. If we seek to reclaim a phone number from Customer’s account, excluding suspended and trial accounts, we will send you an email at least two (2) weeks’ in advance telling you that we are reclaiming the phone number, unless we’re otherwise prevented from doing so by the applicable regulatory agency or governmental organization. The Company also reserve the right to reclaim phone numbers from accounts suspended for failure to pay and/or suspended for suspected fraud, and to reclaim phone numbers in free trial accounts that are unutilized for more than thirty (30) days.
Customer acknowledges that the Company is the “customer of record” for all phone numbers provided as part of our Services. As the customer of record, we have certain rights with respect to porting phone numbers. You understand and agree that you may use the shared phone numbers provided as part of our Services subject to these Terms and until the end of the Terms Period. Unless otherwise required by law, we reserve the right to refuse to allow you to port away any shared phone number in our sole discretion. Regardless, we may allow the Customer to port away phone numbers purchased through their online account, so long as the Customer (1) has an account in good standing, and (2) have either ported in or purchased the phone number more than 90 days prior to the port-away date.
The Customer represents and warrants that the owners of the phone numbers that initiate the messages to go through the Company Services have consented or otherwise opted-in to the receipt of such messages and broadcasts as required by any applicable law or regulation. The Customer agrees that the Customer is solely liable for the inclusion of clear opt-out/unsubscribe information on Customer’s messages or broadcasts when required to do so by any applicable law or regulation and otherwise adheres to the best practices under the Mobile Advertising Guidelines, if applicable to the messages sent by the Customer or the Customer’s users.
The Customer also agrees not to use or permit use of the services, including by uploading, emailing, posting, publishing or otherwise transmitting any material, for any purpose that may (a) menace or harass any person or cause damage or injury to any person or property, (b) involve the publication of any material that is false, defamatory, harassing or obscene, (c) violate privacy rights or promote bigotry, racism, hatred or harm; (d) constitute an infringement of intellectual property or other proprietary rights, or (e) otherwise violate applicable laws, ordinances or regulations.
The rights granted to the Customer under these Terms are also conditioned on the following:
- the rights of any User (e.g., on a “named user” basis) cannot be shared or used by more than one individual (unless such license is reassigned in its entirety to another User, in which case the prior authorized user shall no longer have any right to access or use the license);
- except as expressly provided herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording, or other means; and
- the Customer agrees to make every reasonable effort to prevent unauthorized third parties from accessing the Services.
In addition to any other rights afforded to the Company under these Terms, the Company reserves the right to remove or disable access to any material that violates the foregoing restrictions. The Company will have no liability to the Customer in the event that the Company takes such action.
The Customer agrees to defend and indemnify the Company against any claim arising out of a violation of the Customer’s obligations under this section.
- Payment Terms
The company will charge your indicated method of payment for the Services immediately upon your confirming the payment method and amount and add corresponding credit to your account balance. Amounts to be charged may include sales and other taxes where applicable and any other amounts indicated on the Site. We may also charge your credit card or other form of payment that you indicate for any additional Services ordered (including any taxes). Unless agreed otherwise in writing, all fees due under these Terms are payable in United States dollars.
All charges and fees for the Services are exclusive of any taxes. All applicable taxes, fees and surcharges, whether charged to or against the Company, will be payable by the Customer. If the Customer provides the Company written documentation of the Customer’s tax-exempt status in a form reasonably acceptable to the Company, the Company will not charge the Customer any taxes exempted due to the Customer’s request and supporting documentation.
It is your responsibility to notify us of any changes to your credit, debit, charge card or other payment information, including the expiration date. If for any reason your credit balance becomes negative, you hereby authorize us to charge the negative balance to any credit card on file with your account without any additional confirmation. Please note that we reserve the right to retain any credit, debit, charge card or other payment information you provide to us and to charge outstanding amounts to any such card or account so long as your account remains active and for a reasonable period thereafter. If the charge to your credit, debit, charge or other account is not accepted (e.g. the card is no longer valid or you have instructed the credit/debit/charge card company to block, reject or refuse to pay such charge) for any reason other than your disputing in good faith the validity of Service charges, we may charge you an additional fee as well as a late fee of 1.5% per month, which we will apply to that period’s unpaid balance and any outstanding amounts that remain unpaid at the time of the next bill. If the local law where you receive the Services requires a different fee or rate, we will charge that fee or apply that rate.
The Company cannot readily or accurately ascertain your location when you request to use the Services. You therefore agree that your use of the Services occurs in Ontario, Canada and is subject to any applicable Ontario taxes. To the extent that you are responsible for any additional taxes or fees beyond those collected by the Company, you agree that you will pay them when due to any applicable taxing authority, including any interest or penalties assessed.
The Company shall not be responsible for any errors or transmission failures with regard to the charging and collection of funds from your indicated payment method, nor for any actions taken by the provider of the payment method you choose (which could include refusal to authorize the charge). In addition to these Terms, any payments made by you may be subject to the agreement between you and the provider of the payment method.
- Account Balance, Expiration and Refund Policy
Once we have charged your indicated method of payment for the Services we will add corresponding credit to your account balance. You may use the credit in your account balance to purchase Services and Add-Ons. The purchase of Services or Add-Ons decreases your account balance by the amounts defined in the pricing page. If your account balance is depleted your campaigns will still be active however your messages will not be delivered to the audience. You should recharge your account balance using your preferred method of payment to resume the services. You can obtain the real-time status of your account at any time through the online interface.
Account balance purchased through your account expire after 12 months from the date of purchase, at which point such credits shall expire automatically. You may request a full refund of any unused amounts within one (1) business day of purchase. No other refunds will be given. Any unused value shall be forfeited upon expiration.
Credit to account balance shall be the Customer’s sole and exclusive remedy for any unavailability or non-performance of the Services or other failure by us to provide the Services.
All prices, per-minute rates, and billing increments are subject to change at any time due to fluctuations in market conditions.
- Confidentiality of Account Information
YOU ARE SOLELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF YOUR ACCOUNT AND PASSWORD, AND YOU AGREE TO PAY FOR THE SERVICES CHARGED TO YOUR ACCOUNT, WHETHER OR NOT YOU HAVE AUTHORIZED SUCH USE. WE SHALL NOT BE HELD RESPONSIBLE FOR FRAUDULENT CHARGES THAT RESULT FROM THEFT OR FRAUDULENT USE OF YOUR CREDIT/DEBIT/CHARGE CARD OR ACCOUNT PASSWORD. If you believe that your account is being used in an unauthorized manner, you shall contact us immediately so that the appropriate modifications can be made to your account. Please be aware that your Account information will be sent to the email address that you entered on the application when you applied to become a Customer. You are responsible for maintaining a current, operational and secure email address and for promptly reading email from us so that we can notify you of updates to the Services and provide information concerning your account. We shall not be responsible for any damage caused to you or losses incurred by you if others obtain access to your email account and obtain your account information or other personal information.
- Term and Termination
Unless otherwise provided, subject to earlier termination as provided below, these Terms are for the Initial Term and will be automatically renewed for additional periods of one year (together with the Initial Term, the Term), unless either Party requests termination at least thirty (30) days prior to the end of the then-current term.
In addition to suspension of our services for non-payment of fees we may also suspend our Services immediately for cause if: (a) you violate (or give us reason to believe you have violated) the Acceptable Use Policy; (b) there is reason to believe the traffic created from your use of our Services or your use of our Services is fraudulent or negatively impacting the operating capability of our Services; (c) we determine, in our sole discretion, that providing our Services is prohibited by law, or it has become impractical or unfeasible for any legal or regulatory reason to provide our Services; or (d) subject to applicable law, upon your liquidation, commencement of dissolution proceedings, disposal of your assets or change of control, a failure to continue business, assignment for the benefit of creditors, or if you become the subject of bankruptcy or similar proceeding. If we suspend our Services to your account, we will make a reasonable attempt to notify you.
All sections of these Terms which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
- Warranty and Disclaimer
The Company will use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services, however because the delivery of messages are largely dependent on the effective functioning of intermediary networks, network operators’ cellular networks, network coverage and the recipient’s mobile handset, the Company cannot guarantee the timely delivery of messages or the availability of the delivery of messages or the compatibility between any message or content format and any particular mobile handsets or mobile operating systems or security and the privacy of the messaging services or communication channels used to transmit information to recipients.
The Customer accepts that the Company only provides that the Services are processed correctly and further transmitted by the Company to the applicable network. The Company is not responsible for the final delivery of any communication initiated through the Services, as this is out of our control and is the responsibility of downstream communications carriers.
The Company transmits and receives text messages and voice broadcasts via other major telecommunications companies and mobile network operators, and thus the Company’s influence over the timing of the transmission of the Customer’s messages and broadcasts is within the technical constraints imposed upon the Company. While the Company will use commercially reasonable efforts to transmit the Customer’s messages and broadcasts to the applicable network for final delivery to the designated recipients as fast as possible, the Company cannot commit to, and does not guarantee, a specific maximum delivery time. Such times depend on various network and system-related factors among the various entities involved in the transportation of Customer’s messages and broadcasts across the public switched telephone network and/or Internet. The Customer acknowledges that the Customer knows that communications carriers assign text messages and voice broadcasts with a default lifetime and any message or broadcast that cannot be delivered successfully within the lifetime assigned to it will be discarded by the communications carrier without any notice. The Company is not liable for any loss incurred by the failure of a message or broadcast to be delivered, and the Customer acknowledges that damages for financial or other loss resulting from delivery failure cannot be claimed from the Company for any such non-deliveries. Furthermore, the Customer agrees that message and broadcast contents are deemed to have zero value.
The Services can be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by the Company or by a third-party, or because of other causes beyond the Company’s reasonable control, but the Company will use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, THE COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
The Customer agrees to defend the Company against any claim, demand, suit or proceeding made or brought against the Company by a third party alleging that any of the Customer Data infringes or misappropriates such third party’s intellectual property rights, or arising from the use of the Services in violation of these Terms, Service Order Form, Acceptable Usage Policy or applicable law (each, a Claim Against the Company), and the Customer will indemnify the Company from any damages, attorney fees and costs finally awarded against the Company as a result of, or for any amounts paid by the Company under a settlement approved by the Customer in writing of, a Claim Against the Company, provided that the Company (a) promptly gives the Customer written notice of the Claim Against the Company, (b) gives the Customer sole control of the defense and settlement of the Claim Against the Company (except that the Customer may not settle any Claim Against the Company unless the Customer unconditionally releases the Company of all liability), and (c) gives the Customer all reasonable assistance, at the Customer’s expense.
The Customer will indemnify and hold harmless the Company from and against any actual or alleged losses, costs, claims, liability of any kind, damages, or expenses or fees (including, without limitation, reasonable attorneys’ fees) on the part of or which may be incurred by the Customer, the Company or any third-party relating to or arising from the use or operation of the Customer Equipment. The Customer’s indemnification in this subsection includes any alleged or actual losses or claims in connection with or arising due to the unauthorized access to or use of the Services by any third-party through or in connection with the Customer Equipment, whether or not such unauthorized access is accidental, intentional, unintentional, or by fraud and whether or not Customer had or should have had knowledge of such unauthorized access. In all such cases of unauthorized access, Customer retains full and sole responsibility for any and all charges for the Service(s) provided by the Company incurred due to such unauthorized access.
- Limitation of Liability
Notwithstanding anything to the contrary, except for bodily injury of a person, company and the company’s suppliers (including but not limited to all equipment and technology suppliers), officers, affiliates, representatives, contractors and employees will not be responsible or liable with respect to any subject matter of these Terms or terms and conditions related thereto under any contract, negligence, strict liability or other theory: (a) for error or interruption of use or for loss or inaccuracy or corruption of data or cost of procurement of substitute goods, services or technology or loss of business; (b) for any indirect, exemplary, incidental, special or consequential damages; (c) for any matter beyond the company’s reasonable control; or (d) for any amounts that, together with amounts associated with all other claims, exceed the fees paid by the customer to the company for the services under these Terms in the 12 months prior to the act that gave rise to the liability, in each case, whether or not the Company has been advised of the possibility of such damages.
Unless caused by the Company’s willful misconduct or gross negligence, the Company will not be liable for (i) delays in the installation, commencement or restoration of any Services; (ii) any temporary or permanent cessation of any Services; (iii) errors, malfunctions, delays or defects in the transmission of any Services; and (iv) to the fullest extent permitted by applicable law, for injury to or death of any person and/or damage to or loss of any property arising out of or attributable to any Services and/or performance pursuant to these Terms. The Company will not be liable for loss or damage occasioned by any Force Majeure Event.
- Service Outages
When the Customer believes that a loss or material degradation of the Services has occurred (the Service Outage), the Customer must first conduct customary problem isolation, resolution and troubleshooting activities. If the Customer believes that the Service Outage is attributable to or related to the Company or the Company’s network, the Customer will notify the Company’s customer care department via email at email@example.com (or any other email address specified in any applicable the Service Order Form or Terms and Conditions), or by any electronic tools provided by the Company from time to time, to report the Service Outage) and initiate an investigation of the cause and remedy of such Service Outage (a Trouble Ticket). Once a Trouble Ticket has been opened, the Company’s appropriate personnel will initiate diagnostic testing and isolation activities to determine the source and severity of the Service Outage and suggest a remedy to, or enact a remedy on behalf of, the Customer; the Company and the Customer will cooperate to restore the Services as soon as reasonably practicable.
- Governing Law and Dispute Resolution
Governing Law. These Terms and any dispute arising from or in relation to these Terms will be governed by, and interpreted and enforced in accordance with, the law of the province of Ontario and the laws of Canada applicable in that province.
Dispute Resolution. Any dispute, controversy or claim arising under, out of or relating to these Terms (a Dispute), including its formulation, existence, validity, binding effect, interpretation, performance, breach or termination, as well as other non-contractual claims, must be referred to and finally determined by arbitration in accordance with the provisions of the Arbitration Act (Ontario). Any Party may initiate arbitration proceeding by delivering notice (a Notice to Arbitrate) to the other Party. The Notice to Arbitrate must be in writing and must set out a concise description of the Dispute to be submitted to arbitration. The arbitration, including the rendering of the award or decision, will take place in Toronto, Ontario which will be the place of arbitration. The language to be used in the arbitration will be English.
- Force Majeure
If either Party’s performance under these Terms are delayed, prevented, obstructed or inhibited because of any act of God, governmental action or any other cause beyond either party’s reasonable control (Force Majeure Event), such Party will not be in default of these Terms or any applicable the Service Order Form; provided, however, such Party will exercise commercially reasonable efforts to prepare for, perform in spite of, and resume performance after the Force Majeure Event. For avoidance of doubt, Customer will ensure proper protection and conformity to industry standards to protect the integrity of Customer’s network; the Customer’s failure to do so for any reason will not be considered a Force Majeure Event and any incurred charges for Services will be deemed valid and due in accordance with the terms of these Terms. If a Force Majeure Event materially impacts performance for ten (10) business days or more, either Party may terminate the affected Services without penalty or further obligation upon written notification to the other Party. During a Force Majeure Event, all payment obligations will abate with respect to the impacted Services.
If any provision of these Terms are found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable.
These Terms are not assignable, transferable or sub-licensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under these Terms without consent.
These Terms are the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.
No agency, partnership, joint venture, or employment is created as a result of these Terms and Customer does not have any authority of any kind to bind Company in any respect whatsoever.
The Company may audit the use of the Services by the Customer. The Customer agrees to cooperate with the Company’s and provide reasonable assistance and access to information. Any such audit shall not unreasonably interfere with the Customer’s normal business operations. You agree that the Company will not be responsible for any of Customer’s costs incurred in cooperating with the audit.
The Company may use tools, scripts, software, and utilities (collectively, the tools) to monitor and administer the Services and to help resolve the Customer’s service requests. The tools will not collect, report or store any of the Customer’s data residing in the service production environment, except as necessary to troubleshoot service requests or other problems in the service. Data collected by the tools (excluding production data) may also be used to assist in managing the Company’s product and service portfolio and for license management. The Customer agrees that (a) except as set forth in the following paragraph, the Customer may not access or use the tools, and (b) the Customer will not use or restore the tools from any backup at any time following termination of these Terms.
All notices under these Terms must be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
All notices from us to you shall be (i) sent to your current email address on file with us and will be deemed immediately delivered even if such email address is no longer valid, or (ii) posted to your Account. All notices from you shall be sent to firstname.lastname@example.org or mailed to
Aerus Technologies Inc.
400 Applewood Cres, Unit 100
Vaughan, ON L4K 0C3 Canada
Tel: (647) 556-0101