Terms of Service

By using the udefn.com web site ("Service"), all services of udefn, LLC ("udefn"), you are agreeing to be bound by the following terms and conditions ("Terms of Service").

udefn reserves the right to update and change the Terms of Service from time to time without notice. Any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to the Terms of Service. Continued use of the Service after any such changes shall constitute your consent to such changes. You can review the most current version of the Terms of Service at any time at: http://www.udefn.com/TermsOfService.aspx

Violation of any of the terms below will result in the termination of your Account. While udefn prohibits such conduct and Content on the Service, you understand and agree that udefn cannot be responsible for the Content posted on the Service and you nonetheless may be exposed to such materials. You agree to use the Service at your own risk.

Account Terms

1. You must be 13 years or older to use this Service.
2. You must be a human. Accounts registered by "bots" or other automated methods are not permitted.
3. You must provide your legal full name, a valid email address, and any other information requested in order to complete the signup process.
4. Your login may only be used by one person - a single login shared by multiple people is not permitted. You may create separate logins for as many people as you'd like.
5. You are responsible for maintaining the security of your account and password. udefn cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
6. You are responsible for all Content posted and activity that occurs under your account (even when Content is posted by others who have accounts under your account).
7. You may not use the Service for any illegal or unauthorized purpose. You must not, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).
8. All messages sent by udefn are standard rate messages and you are responsible for all costs/fees that you may incur in using the service. Messages you send and receive may be subject Standard SMS/Text rates by your cell phone network operator. udefn is not responsible for such charges.

API Terms

Customers may access their udefn account data via an API (Application Program Interface). Any use of the API, including use of the API through a third-party product that accesses udefn, is bound by the terms of this agreement plus the following specific terms:

1. You expressly understand and agree that udefn shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if udefn has been advised of the possibility of such damages), resulting from your use of the API or third-party products that access data via the API.
2. Abuse or excessively frequent requests to udefn via the API may result in the temporary or permanent suspension of your account's access to the API. udefn, in its sole discretion, will determine abuse or excessive usage of the API. udefn will make a reasonable attempt via email to warn the account owner prior to suspension.
3. udefn reserves the right at any time to modify or discontinue, temporarily or permanently, your access to the API (or any part thereof) with or without notice.

Payment and Refunds Terms

1. A valid credit card is required for paying accounts. If you do not incur any udefn charges (based on your usage), you are not required to provide a credit card number.
2. If you sign up for a account, and you usage does not incur any udefn charges, udefn will not bill your account and you do not have to provide billing information. If you do incur udefn charges and you have not yet provided your billing information, udefn will prompt you to enter one. Your queries will be accepted only after you successfully provide valid billing information. Account classification and pricing can be found at Pricing plan page.
3. Depending on your usage, you will be billed according to the current pricing plan. udefn charges will be billed to your selected payment method. udefn will not bill your phone for these charges.
4. Your account classification is calculated at the end of every calendar month and billed accordingly. You are not billed in advance.
5. All udefn usage, including query usage, bot usage, ad insertion usage are calculated on udefn points.
6. When billing, udefn usage points are converted to your selected billing currency based on exchange rate specified in plan & pricing page.
7. The Service is billed at the end of every month based on your usage and is non-refundable. You are billed based on your usage and there will be no refunds or credits for partial months of service. In order to treat everyone equally, no exceptions will be made.
8. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes.
9. For any upgrade or downgrade in plan level, your credit card that you provided will automatically be charged the new rate on your next billing cycle.

Cancellation and Termination

1. You are solely responsible for properly canceling your account. An email or phone request to cancel your account is not considered cancellation. You can click on Cancel Account link in the public navigation bar at the bottom of the screen. This page provides a simple no questions asked cancellation method. Alternatively, you can cancel your account at any time after signing in by clicking on the Settings link in the global navigation bar at the left of the screen. The Settings screen provides a simple no questions asked deactivation link.
2. All of your Content will be immediately deleted from the Service upon cancellation. This information can not be recovered once your account is cancelled.
3. udefn, in its sole discretion, has the right to suspend or terminate your account and refuse any and all current or future use of the Service, or any other udefn service, for any reason at any time. Such termination of the Service will result in the deactivation or deletion of your Account or your access to your Account, and the forfeiture and relinquishment of all Content in your Account. udefn reserves the right to refuse service to anyone for any reason at any time.

Modifications to the Service and Prices and Point Exchange rates

1. udefn reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice.
2. Prices of all Services, including but not limited to udefn usage charges, are subject to change. udefn reserves the right to change, modify, update the exchange rates as published on http://www.udefn.com/Plan.aspx without notice.
3. udefn shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.

Network operator/Carrier Terms

1. All messages sent to and received from udefn are standard rate messages and standard rates apply.
2. udefn tries to proactively track phone numbers (which are registered with udefn) ported between carriers. You can unsubscribe anytime by texting stop to 51406 or you can use Cancel account page.

Copyright and Content Ownership

1. We claim no intellectual property rights over the material you provide to the Service. Your profile and materials uploaded remain yours. However, by setting your pages to be shared publicly, you agree to allow others to view and share your Content.
2. udefn does not pre-screen Content, but udefn and its designee have the right (but not the obligation) in their sole discretion to refuse or remove any Content that is available via the Service.
3. The look and feel of the Service is ©2009 udefn LLC. All rights reserved. You may not duplicate, copy, or reuse any portion of the HTML/CSS or visual design elements without express written permission from udefn.

General Conditions

1. Your use of the Service is at your sole risk. The service is provided on an "as is" and "as available" basis.
2. Technical support is only provided to paying account holders and is only available via email.
3. You understand that udefn uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service.
4. You must not modify, adapt or hack the Service or modify another website so as to falsely imply that it is associated with the Service, udefn, or any other udefn service.
5. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission by udefn.
6. We may, but have no obligation to, remove Content and Accounts containing Content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.
7. Verbal, physical, written or other abuse (including threats of abuse or retribution) of any udefn customer, employee, member, or officer will result in immediate account termination.
8. You understand that the technical processing and transmission of the Service, including your Content, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
9. You must not upload, post, host, or transmit unsolicited email, SMSs, or "spam" messages.
10. You must not transmit any worms or viruses or any code of a destructive nature.
11. If your bandwidth usage exceeds 300 MB/month, or significantly exceeds the average bandwidth usage (as determined solely by udefn) of other udefn customers, we reserve the right to immediately disable your account or throttle your file hosting until you can reduce your bandwidth consumption.
12. udefn does not warrant that (i) the service will meet your specific requirements, (ii) the service will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the service will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by you through the service will meet your expectations, and (v) any errors in the Service will be corrected.
13. You expressly understand and agree that udefn shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if udefn has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the service; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the service; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third party on the service; (v) or any other matter relating to the service.
14. The failure of udefn to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service constitutes the entire agreement between you and udefn and govern your use of the Service, superceding any prior agreements between you and udefn (including, but not limited to, any prior versions of the Terms of Service).
15. Questions about the Terms of Service should be sent to support@udefn.com.

Disclaimer of Warranties

udefn warrants that its obligations under the Terms of Use shall be performed in a professional and workmanlike manner. To the maximum extent permitted by applicable law, udefn disclaims all other warranties, representations, conditions or guarantees, either express or implied, including but not limited to, implied warranties of durability, merchantability, and fitness for purpose, with regard to the operation of the Web Site and the supply of the Services.

Limitations of Liability

IN NO EVENT SHALL udefn BE LIABLE TO YOU OR ANY OTHER PARTY FOR INDIRECT DAMAGES OR LOSSES (IN CONTRACT OR TORT) IN CONNECTION WITH THE OPERATION OF THE WEB SITE, THE SUPPLY OF THE SERVICES OR THE SUBJECT MATTER OF THE TERMS OF USE, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, LOST SAVINGS, OR INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES, EVEN IF CAUSED BY udefn’S NEGLIGENCE AND EVEN IF udefn HAS KNOWLEDGE OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE.

IF FOR ANY REASON, udefn BECOMES LIABLE TO YOUR OR ANY OTHER PARTY FOR DIRECT OR ANY OTHER DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION (IN CONTRACT OR TORT), INCURRED IN CONNECTION WITH THE OPERATION OF THE WEB SITE, THE SUPPLY OF THE SERVICES OR THE SUBJECT MATTER OF THE TERMS OF USE, THEN THE AGGREGATE LIABILITY OF udefn FOR ALL DAMAGES, INJURY, AND LIABILITY INCURRED BY YOU AND ALL OTHER PARTIES IN CONNECTION WITH THE FOREGOING SHALL BE LIMITED TO AN AMOUNT EQUAL TO THE PAYMENTS MADE TO udefn FOR THE SERVICES SUPPLIED TO YOU IN THE MONTH IMMEDIATELY PRECEDING THE ACT OR OMISSION THAT GAVE RISE TO THE CLAIM FOR DAMAGES.

Indemnity

You shall indemnify and hold harmless udefn from and against any and all loss, damage or liability, including reasonable legal fees, resulting from a breach of the Terms of Use by you, and any and all claims and liabilities, including reasonable legal fees, made by any third party resulting from your breach of the Terms of Use or from your use of the Web Site or the Service.

Entire Agreement

The Terms of Use constitute the entire agreement between the parties with reference to this matter, and supersedes all prior agreements written or oral.

Severability

If any provision of the Terms of Use is found invalid or unenforceable, then such provision shall not invalidate or in any way affect the enforceability of the remainder of the Terms of Use.

Notice

Any notice provided in connection with the Terms of Use shall be in writing and shall be deemed effective if sent to the email address of the respective party provided herein.

Dispute Resolution

In the event of a dispute or disagreement between udefn and you arising out of or in connection with the Terms of Use or the subject matter hereunder, the parties shall use reasonable efforts to resolve the dispute between themselves. If a matter cannot be resolved following the use of reasonable efforts, the matter shall be referred to, and finally settled by, private and confidential, binding arbitration in Vancouver, British Columbia, to be conducted in English and in accordance with the [Rules of Procedure of ….] pursuant to the Commercial Arbitration Act (British Columbia).

Proper Law