OFFPEAKDEAL

Last updated 01/01/2022

Nyla Technologies LLC develops and hosts subscriber based interactive marketing and advertising applications. Each application may consist of any combination of the following (together, the "Service"): Web interface, telephone services, application hosting, application management, database, membership services, subscription services, email distributions, SMS/Text message distributions, and voice distributions.

This document sets forth the Terms and Conditions under which Subscribers may use the Service. Please read this document carefully. If you do not accept the Terms and Conditions stated here, do not use the Service. We may revise these Terms and Conditions at any time by updating this posting. You should visit the website periodically to review the Terms and Conditions, because they are binding on you. If you violate any of these Terms or Conditions, your permission to use the Service automatically terminates.

Terms and Conditions

1. For uses of the service, Subscriber agrees to pay the agreed upon monthly subscription, setup and activation charges, telephone fees, SMS messages and voice fees, and all additional fees and special development charges, where applicable.

2. The Service may include one or more of the following: Website, Telephone number, SMS Short Code, Keyword, Company code, Product code, or Access Code.

3. Subscribers are allowed to host and store its own or third party information on the Service and make it available to customers. However, such arrangement is entirely between subscriber and third party.

4. Subscriber's Service will be capable of simultaneously accepting multiple user requests and distributions of subscriber's, or subscriber's client's data (e.g., personal, products or services).

5. Subscriber will manage his/her account on-line through a username and password protected website.

6. Subscriber will be able to capture telephone call information associated with and submitted by all inbound and outbound calls to/from your assigned phone number, including phone number, SMS, MMS, Caller Id, the city, state, and zip where the phone is registered, plus time and date of the call.

7. Subscriber is responsible for updating the database through our website or other authorized process. The database can be updated 24 hours a day, 7 days a week. Updates made to the database are immediately available for distribution and on the website.

8. Subscriber may not transfer, port, sell, assign or make any claim that it has the right to do so with regard to the website, telephone numbers, Base Codes, Sub Codes, Short Codes, Keywords, Services or Accounts.

9. Subscriber understands that each Service subscription is a Reoccurring monthly or annual service with first payment due at sign up, and future payments are due on the monthly/yearly anniversary. SMS/Text and per minute voice charges are due immediately and will be deducted from available prepaid balance, or charged to the credit card or payment method on file. If payment is due but not received, or payment method on file is rejected, your Services will be immediately disconnected and a $100 reactivation fee will apply.

10. Special customization, voice recordings, and other special development charges may be billed in the current month or the following month that after the charges were incurred.

11. Subscriber may cancel his/her Service at any time with at least 15 days notice, by sending an email to support@nylatechnologies.com.Email must include Subscriber's name and account number, and disconnection date. The disconnection date must be a future date from the date the disconnection email was sent. There will be no prorated refund of the based monthly or yearly service charges or unused items, and Subscriber is responsible for all products or services used prior to the date and time of disconnection.

12. This Services current pricing is availing on the website. However, Nyla Technologies LLC, at its sole discretion reserves the right to offer subscribers alternative subscription and pricing plans, which must be provided in writing.

13. Unless agreed upon otherwise, all charges for the Services will be charged to the credit card number subscriber provided when signing up for the Services.

14. In the event credit card or other form of payment is denied, Nyla Technologies LLC may discontinue service immediately. Payment must be made immediately or Service may be terminated and a $100 reconnection fee will apply.

1. GRANT OF RIGHTS TO USE SERVICES.

1. Effective upon acceptance of this Agreement, Nyla Technologies LLC hereby grants to Subscriber a nonexclusive, nontransferable, license to authorize and make updates to the System's database.

2. Subscriber shall have no right to sell the website,telephone numbers, email addresses, codes, or and part of the Services, nor make any claim that it does have such right. However, Subscriber may use the Service to provide, personal, advertising, marketing and promotional services to a third party. Nyla Technologies LLC is not responsible, not liable, and not accountable in any way, shape or form, for any agreement between Subscriber and a third party.

3. The Service may perform where available, various functions such as create websites and databases and distribute pre-existing data via a website, SMS text messages, emails, or voice. Nyla Technologies LLC will perform all system hosting and make design changes and upgrades. Subscriber will be granted appropriate access to update related databases and websites.

2. SUBSCRIBER REGISTRATION

1. Subscriber will provide all relevant data to NylaTechnologies LLC upon signing up for the Service and at subsequent times as requested.

2. Subscriber acknowledges that Nyla Technologies LLC may distribute the registration data to third parties, provided, however, Subscriber's name, address (home and email) and telephone number will not be distributed, unless required by law, or in the event Subscriber grants Nyla Technologies LLC the right to provide that information.

3. Subscriber shall update the registration data as applicable.

4. Upon completion of all registration information and acceptance of this Agreement, Subscriber will be provided with a Username andPassword.

5. Subscriber is solely responsible for maintaining the confidentiality of Subscriber's Username, Password, and any other private identification or codes provided.

6. Subscriber shall not give its account information to third parties and shall at all times be responsible and liable for any transactions or activities that occur on Subscriber's account.

7. Subscriber shall immediately notify Nyla Technologies LLC if any unauthorized use of Subscriber's account has occurred or of any other breach of security.

8. Please refer to our Privacy Policy for more details.

3. Nyla Technologies LLC'’s RIGHTS

1. Nyla Technologies LLC shall retain all rights, title and interest to the Services including all copyrights, trademarks and all other intellectual property right there to.

2. Subscriber may not, nor allow any third party, to copy,distribute, sell, disclose, lend, transfer, convey, modify, decompile, disassemble or reverse engineer the Services, and no use of trademarks is granted under this Agreement.

3. The copyright notices and other proprietary legends shall not be removed from the Services and no use of trademarks is granted under this Agreement.

4. Subscriber may not grant any sub-license, leases or other rights in the Services to any third party. All rights not expressly grantedunder this Agreement are retained by Nyla Technologies LLC.

4. TERMINATION

1. There is a $100 early termination fee per account on yearly contracts.

2. Upon termination, Subscriber shall immediately cease to use the Services and Nyla Technologies LLC shall have no further obligations whatsoever to Subscriber.

3. Nyla Technologies LLC shall not be liable to the Subscriber or any third party for any reason from Nyla Technologies LLC terminating this Agreement.

5. LIMITATION OF LIABILITY

1. In no event shall Nyla Technologies LLC be liable to Subscriber or any third party for special, indirect, incidental or consequential damages whether arising under contract, warranty, or tort (including negligence or strict liability) or any other theory of liability. Nyla Technologies LLC's liability for damages, regardless of the form of the action, shall not exceed the license fee paid by Subscriber for the Services, if any. The limitation of liability reflects the allocation of risk between the parties. The limitations specified in this Section will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.

6. WARRANTY DISCLAIMER

1. The Services licensed there under are licensed "asis" and "as available" and Nyla Technologies LLC makes no warranties, express or implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose and any similar warranty whether said warranty arises under provisions of any law of the United States or any state thereof. NylaTechnologies LLC makes no representations or warranties that the services are free of rightful claims of any third party for infringement of proprietary rights. The entire risk associated with the use of the Services shall be borne solely by Subscriber.

2. Nyla Technologies LLC makes no warranty that the Services will meet Subscriber's requirements, or that the Services will be uninterrupted, timely, secure, error free or that any defects in the Services will be corrected.

3. Subscriber is required to provide a pre-paid deposit of $100 to cover anticipated per message charge and monthly subscription fees which will be automatically deducted from the prepaid balance as they come due. Whenever the prepaid balance falls below $50, the subscriber's credit card on file will be automatically charged the difference to bring the prepaid balance back to $100. Subscriber may replenish the prepaid balance at anytime from within the dashboard.

4. Monthly subscription charges, service charges, and SMS/Text Messages charges are deducted from the subscriber's prepaid balance as they become due. These charges are nonrefundable, nonreturnable, and non-exchangeable. All purchases are final

5. Nyla Technologies LLC does not make any warranty pertaining to any goods or Services purchased, obtained, secured or acquired through the Services or any transaction entered into through the Service.

6. Nyla Technologies LLC does not warrant the accuracy or reliability of the results obtained through use of the Services or any data or information downloaded or otherwise obtained or acquired through the use of the Services. Subscriber acknowledges that any data or information downloaded or otherwise obtained or acquired through the use of the Services are at Subscriber's sole risk and discretion and Nyla Technologies LLC will not be liable or responsible for any damage to Subscriber or Subscriber's property.

7. RETURN POLICY

1. Nyla Technologies LLC offers a 30 day satisfaction guarantee. This means the following: if the Subscriber can provide proof that a service was not actually delivered but was reported as delivered and the Subscriber's account was debited for it, Nyla Technologies LLC will credit or refund the amount pertaining to the service(s) in dispute. Nyla Technologies LLC has 30 days from the date of the notification of the dispute to resolve the dispute. All disputes must be in writing and emailed to support@nylatechnologies.com.

8. INDEMNIFICATION

1. Subscriber shall indemnify and hold harmless NylaTechnologies LLC, its directors, officers, employees and agents from and against all liabilities, losses, costs, expenses (including reasonable attorneys' fees), and damages resulting from any negligent acts, omissions or willful misconduct by Subscriber, Subscriber's use of the Service and any breach of the terms and conditions of this Agreement by Subscriber including any violation of this agreement by subscriber or any other person using subscribers account including but not limited to any violation of any federal or state laws or regulations.

9. MODIFICATION TO SERVICES

1. During the term of this Agreement, Nyla Technologies LLC may modify or discontinue the Services.

2. Nyla Technologies LLC shall not be liable to the Subscriber or any third party for any reason for Nyla Technologies LLC modifying or terminating of such Services.

3. The Subscriber is responsible for creating a back-up copyof any important or critical information that is stored on the Service prior tostoring on the system.

10. MODIFICATION TO AGREEMENT

1. Nyla Technologies LLC may automatically amend this Terms of Service Agreement at any time by (i) posting a revised agreement on the Web site, and/or (ii) sending information regarding the Terms of Service amendment to the email address Subscriber provides to Nyla Technologies LLC. Subscriber is responsible for regularly reviewing the Web site to obtain timely notice of such amendments. Subscribers will be deemed to have accepted these amended NylaTechnologies LLC Terms of Service if Subscriber continues to use The Services after such amended Terms of Servicehave been posted or information regarding such amendment has been sent to Subscriber. Otherwise, this Terms of Service Agreement may not be amended except in writing signed by both parties.

11. RULES AND REGULATIONS

1. Subscriber shall be fully and solely liable for any document, messages, images, prerecorded audio or text to speech, voice transmissions sent through the Service. Nyla Technologies LLC has no control over the content of any transmission or the destination such transmission will be sent nor will it beliable for such content.

2. Subscriber shall not use the Services to create or distribute any documents, images, sounds, messages or other materials, which are obscene, harassing, racist, malicious, fraudulent or libelous, nor use the Service for any activity that may be considered or are unethical, immoral, or illegal.

3. Further, Subscriber will abide by all rules, regulations, procedures and policies of Nyla Technologies LLC and any policies of the networks connected to the Services.

4. Subscriber is aware, knows and understands the rules and regulations with specific regard to the Federal Trade Commission and the Federal Communications Commission National Do Not Call Registry rules and regulations and individual State Do Not Call Lists rules and regulations along with any other similar laws that may be applicable to subscriber's use of the Service. Subscriber agrees not to violate these, or any other applicable Federal or State laws and represents and warrants that subscribers use of Services will not cause Nyla Technologies LLC to violate these or similar laws.

5. Subscriber is aware or knows and understands the anti-solicitation provisions of the Federal Telephone Consumer Protection Actof 1991, and any amendments thereto, at 47 U.S.C. s 227, the Federal Communications Commission's implementing regulations, at 47 CFR s 64.1200 etseq., and any other similar laws. Subscriber agrees not to violate these, or any other applicable anti-solicitation laws, and represents and warrants that its use of Services will not cause Nyla Technologies LLC to violate these or other similar laws.

6. Subscriber agrees that it is the sole responsibility of the Subscriber to abide by any laws defined by the State or Federal Governmentin which Services will be applicable. Subscriber understands and agrees that NylaTechnologies LLC will not be held responsible for damages to the Subscriber or any third party incurred due to Subscriber's failure to abide by State and/or Federal laws. Please refer to the Telephone Consumer Protection Act of 1991. You may visit the Federal Communications Commission Web site at https://www.fcc.gov/ and the Federal Trade Commission Web site at https://www.ftc.gov/. Please refer to the appropriate State Attorney General's office or other applicable offices for telemarketing rules and or regulations pertaining to your intended application and use of the Service. Currently there are no numerical limits to the amount of transactions a Subscriber may send through the Services, however, NylaTechnologies LLC may set numerical limits by notifying Subscriber. Subscriber agrees to abide by all applicable local, state, national and international laws and regulations and is solely responsible for all acts or omissions that occur under Subscriber's Username and Password, including the content of Subscriber's transmissions through the Services. By way of example, and not as a limitation, Subscriber agrees not to:* Use the Service in connection with the delivery or transmission of unsolicited messages (commercial or otherwise) or spamming. * Create a false identity or forged email address or phone number, or otherwise attempt to mislead others as to the identity of the sender or the origin of the message. *Transmit through the Service unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind or nature. * Transmit any material that may infringe the intellectual property rights or other rights of third parties, including trademark,copyright or right of publicity. * Transmit any material that contains viruses, Trojan horses, worms, time bombs, cancelbots, or any other harmful or deleterious programs. * Violate any U.S. law regarding the transmission of technical data or software exported from the United States through the Service.* Interfere with or disrupt networks connected to the Service or violate the regulations, policies or procedures of such networks. * Attempt to gain unauthorized access to the Service, other accounts, computer systems or networks connected to the Service, through password mining or any other means. * Interfere with another member's use and enjoyment of the Service or another entity's use and enjoyment of similar services.

12. THIRD PARTY ADVERTISER

1. Subscribers may enter into transactions with third partyon the Service.

2. Such transactions are between Subscriber and third party advertisers, and Nyla Technologies LLC has no connection with any such transaction.

3. Nyla Technologies LLC assumes no responsibility or liability for any such transactions.

13. GENERAL

1. This Agreement merges all prior written and oral communications and defines the entire agreement of the parties concerning the Service.

2. In the event any portion of this Agreement shall be held illegal, void, or ineffective, the remaining portions hereof shall remain infull force and effect and such illegal, void or ineffective provisions shall be construed, as nearly as possible, to reflect the intentions of the parties.

3. All notices under this Agreement shall be in writing and delivered by email.

4. This Agreement shall be construed in accordance with the laws of the State of New Florida without regard to its conflict of law'sprovisions. Both parties submit to the jurisdiction of the State and Federal courts of Florida.

5. Subscriber agrees and acknowledges that any breach of the provisions regarding ownership contained in this Agreement shall cause NylaTechnologies LLC irreparable harm and Nyla Technologies LLC may obtain injunctive relief as well as seek all other remedies available to Nyla Technologies LLC in law and in equity.

6. Subscriber shall not assign its rights under this Agreement. This Agreement shall be binding on and inure to the benefit of the parties, their successors, and permitted assigns and legal representatives.

7. The failure of Nyla Technologies LLC to exercise its rights under this Agreement will not be construed as a waiver of such rights, nor will it any way affect the validity of this Agreement. Sections 5, 6, and 7 shall survive terminationor expiration of this Agreement for any reason.

Nyla Technologies LLC Phone: 800-311-8361 Email: support@nylatechnologies.com