Please carefully read the below Terms of Service as it sets forth the legally binding terms and conditions for your access to and use of our Platform (as defined below). By continuing to access, attempt to interact with, or use any part of the Platform you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. If you do not agree to be bound by these Terms of Service, do not access or use any part of the Platform.
Please note: Section 14 of these Terms of Service contains an arbitration clause and class action waiver that applies to your use of the Platform. It affects how disputes between us and you are resolved. By accepting these Terms of Service, you agree to be bound by this arbitration clause and class action waiver. Please read it carefully.
1. Introduction and Definitions
In these Terms of Service (“Agreement” or “Terms of Service”), the terms “you”, “your”, or “Customer” refer to you. If you are creating an account and entering into these Terms of Service on behalf of an entity, company or organization, then you are representing to us that you are agreeing to these Terms of Service on behalf of that entity, company or organization and are further representing to us that you have the requisite authority to bind such entity, company, or organization to these Terms of Service (and in which case, “you”, “your” or “customer” shall refer to that entity, company or organization).
The terms “we”, “us” “our” or “the Company” refer to Text Anything, LLC, a Florida limited liability company with a business address of 382 NE 191ST #660319 Miami, Florida 33179. and if applicable, the entity, company or organization which you are authorized to bind to these Terms of Service. You and us may be referred to throughout these Terms of Service as a “party” or collectively as “parties”).
The term “Message” or “Messages” refers to text messages, short message service, multimedia messaging service and voice message service.
A2P 10DLC refers to “Application-to-Person” messaging using a “10-Digit Long Code” phone number and related A2P 10DLC compliance wherein businesses using applications to message customers [in the United States] must have approved messaging campaigns associated with ALL their 10-Digit Long Code phone numbers (10 dlc).
Campaigns are A2P 10DLC compliance campaigns that you submit for manual review and approval to an independent third party using our Software. Each campaign has an initial manual vetting fee and a monthly renewal fee until canceled.
Tax ID’s (EIN – Employer Identification Numbers) are required during registration for any business that intends to use 10DLC phone numbers to message customers in the United States.
The term “Monthly Recurring Fees” refers to 10DLC and toll-free number rental, and monthly A2P 10DLC Campaign Maintenance fees.
The term “One-Time Charges” refers to fees used when setting up a new account for messaging in the United States. They consist of “New Campaign Vetting”, fees associated with submitting a new messaging campaign for review, “A2P Registration” fees – an initial fee for all new accounts, and “A2P Secondary Vetting” – a manual secondary vetting fee for customers intending to send higher volumes of A2P messages, and a Campaign Review fee – a one time manual review of each A2P Messaging Campaign submitted by your company.; This is in addition to monthly Campaign Maintenance fees wherein each Approved A2P Messaging Campaign is subject to a monthly “Maintenance” fee.
The term “Monthly Texting Fees” refers to the fees associated with sending and receiving SMS and MMS message segments.
The term “Total Monthly Voice Fees” refers to fees associated with sending and receiving voice messages over 10DLC phone numbers you rent from our company.
The term “Campaign Maintenance” – refers to a monthly charge associated with maintaining an Active Approved A2P Messaging Campaign.
The term “Package” refers to an installed software package used for sending and receiving text messages, and, when messaging in the United States, registering for and maintaining A2P 10DLC compliance.
The term “Plan” refers to a Subscription Plan that you select when registering for our SaaS (Software as a Service) software service. You determine your Plan based on the volume of messages you intend to send and receive, and to which country you intend to send messages. Plans may be changed or canceled at any time.
The term “Fines” refers to any carrier-initiated fees that may arise from unauthorized or unsanctioned A2P 10DLC messaging.
2. The Platform and Services
Subject to these Terms of Service, the Company makes available for purchase certain access to and use of application-to-person (A2P) messaging services for the transmission of Messages between you and certain third parties (collectively the “Services”) through our website www.textanything.com (the “Site”) and the software, technical and communications platform or platforms made available to you on and through the Site (collectively the “Platform”).
3. Changes to the Terms of Service
We may revise and update these Terms of Service from time to time in our sole discretion. We will provide you with thirty (30) days prior written notice of any updates; provided, however, we may not be capable of providing thirty (30) days prior written notice in circumstances where such changes are a result of changes in laws, rules, regulations governing the Platform or the Services. Notices for material updates to these Terms of Service will be given in accordance with Section 15(b) (Notice). All changes will be effective upon the date indicated at the top of these Terms of Service and will supersede all prior versions of these Terms of Service. Your continued use of the Platform following changes to these Terms of Service means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.
4. Your Account
Minimum Age. In order to access and use the Platform and Services, you must be at least eighteen (18) years of age or the age of majority applicable in your jurisdiction of residence, and if applicable, be authorized to bind the specific entity on whose behalf you are purchasing a subscription to the Platform or obtaining services for.
Account Creation and Maintenance. In order to install a Package and Subscribe to a Plan (as defined below) for the Package and Services (Subscription Plan), you will be required to create a user account. To create a user account you will be asked to provide certain registration details or other information, including, but not limited to, a username, password, other security information, your full name, a valid email address, and information concerning the entity on whose behalf you are purchasing a subscription for. It is a condition of your use of and access to the Platform and Services that all of the information you provide is correct, current, and complete. You agree that all information you provide to register an account, is governed by our privacy policy www.textanything.com/privacy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy. You acknowledge and agree that you are prohibited from providing any other person or entity with access to your user account information or access to and use of the Platform and/or Services through your user account. You agree to notify us immediately of any unauthorized access to or use of your user account information or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other user account information. You are solely responsible for any and all activities that occur under, by and through your use account, whether you authorized such activity or not.
Our Right to Disable Your User Account. We have the right to disable any user account at any time in our sole discretion for any or no reason, including, if, in our opinion, you have violated any provision of these Terms of Service.
Payment Information. As a precondition of your access to and use of the Platform and Services, you are required to provide us with certain and valid credit card information, including, but not necessarily limited to, (i) your name as it appears on the credit card, (ii) your credit card number, (iii) credit card type, (iv) credit card expiration date, (v) billing address, and (vi) authorization or card verification value (CVV) code. By providing this information to us or our third-party credit card processor you agree that you authorize us and/or our third-party credit card processor to charge your credit card at the applicable and agreed upon rate (to include any sales taxes, processing fees and surcharges) as of the time of your purchase for your selected Plan.
No Company Liability For Your User Account. We are not and will not be liable for any loss or damage of any kind under any legal theory to you or any third party arising from your inability or failure to comply with the obligations set forth in this Section concerning your user account.
5. Credits; Packages; Term and Termination
Credits. Upon selecting a Plan (as defined in Section 5(b)) and completing registration, which includes acceptance of these Terms of Service, you will be required to purchase an initial amount of credit for your messages. Credits are defined as prepaid monies that you purchase with the initial installation of a Package and selection of a Plan, which facilitate your use of the Services. The total number of Credits required for your particular utilization of the Services is subject to a number of factors including, the chosen route and destination of the Message, the type of Message (i.e. SMS, MMS or VOICE), and the total characters within a Message (e.g. Messages with over 160 characters will use more Credits than a Message with less than 160 characters), or in the case of a voice call, the length of the call and the related carrier fees. All messaging consumes prepaid Credits. When your balance reaches a predetermined (but adjustable) refill threshold you will be billed to purchase additional Credits so that your company maintains a positive balance. If your payment method fails and your balance reaches zero, the messaging services shall be disabled for your company.
Plans. In order to use the Services you must purchase Credits for messaging, which are applied to your Plan. A Plan is a subscription to a set of SAAS features used for A2P messaging. Users determine their Plan based on the volume of messages they intend to send and receive, and to which country they intend to send them. A Plan with a lower daily limit of message segments, used for messaging in the United States, MAY have a lower cost of A2P 10DLC compliance, whereas a Plan with a higher daily message segment limit [also messaging in the United States] may require additional secondary vetting per A2P 10DLC requirements that CAN be subject to change. All Plans have: SMS, MMS and VOICE messaging fees, user license fees and phone number rental fees. In addition, all Plans used to send messages in the United States also have A2P 10DLC registration fees, A2P Campaign Registration fees, A2P Monthly Campaign Maintenance fees, and, depending on the Plan, may require A2P Secondary Vetting fees.
Fees and Debiting of Credits. You agree that you shall pay the fees associated with the Plan you select (the “Fee”). You understand and agree that you are solely responsible for any and all charges and assessment of Fees to your account. Upon our successful processing and receipt of your payment of the Fee, your account will be credited a certain number of Credits as set forth in your selected Plan. Each Message dispatched through the use of the Platform will cause an associated quantity of Credits debited from your account. Your total remaining Credits is available in realtime in your account portal.
Taxes. You understand and acknowledge that your Fees are exclusive of taxes and similar assessments, which are on a monthly basis and added to the total amount owed by you. You agree that you are responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder.
Fines. You understand that you shall use the Service in compliance with United States and International laws, including but not limited to: the Telephone Consumer Protection Act (the “TCPA”) 47 U.S.C. § 227, et seq., and related regulations, 47 C.F.R. Part 64.1200, et seq.; the Telemarketing Sales Rule (“TSR”) 16 C.F.R. Part 310 et seq.; and the Controlling the Assault of Non-Solicited Pornography and Marketing (“CAN-SPAM”) Act of 2003.; and A2P 10DLC compliance and standards as regulated by the DTIA (Cellular Telecommunications and Internet Association) and the FCC (Federal Communications Commission) for A2P messaging United States phone numbers. You agree that you are responsible for your own conduct and any any and all fines imposed by any telephony carrier, federal, state, or local governmental or regulatory authority and any amounts payable by Customer hereunder stemming from improper conduct or misuse of your Plan.
Changes to Fees. You understand and agree that any and all pricing as provided is subject to change at any time. In the event of a change to the pricing, including increases to the Fees associated with any Plan, we will notify you in advance. Any such change in Fee related to your selected Plan shall become effective as of your next immediate renewal (as defined in Section 5(g) below).
Renewals. You agree that upon your use of all provided Credits in your selected Plan, we are permitted to and shall automatically renew your selected Plan by processing the Fees associated therewith using the credit card information provided by you. Renewals will continue indefinitely without action by you, and the applicable Fee will be charged upon each renewal until you cancel your user account or upgrade or downgrade your Plan. You understand and agree we are not responsible for any failure for us to process the Fee from your provided payment information, and accordingly, are not responsible for your inability to access or use the Services as a result thereof.
Changing Your Plan. Notwithstanding the foregoing, you are free to upgrade or downgrade your Plan at any time. In the event of a downgrade, such downgrade will become effective as of the next renewal. In the event of an upgrade, such upgrade will become effective immediately upon our receipt of the applicable Fee for your selected upgraded Plan.
Right to Offer Customized Plans. Notwithstanding the foregoing, we may in our sole discretion offer customized Plans to certain customers concerning the total provided Credits, Fees, and other agreed-upon terms. You understand and acknowledge that customized Plans may not be provided publicly, provided on the Site or Platform or otherwise be advertised. We reserve the right to provide such customized Plans without public listing.
Canceling or Terminating Your User Account. In the event you wish to terminate or cancel your account with us prior to using all of your allotted number of Messages, we and/or our third-party credit card processor will refund the remaining MESSAGING balance in your account to the credit card you provided. We are not responsible for any failure to provide you any refund permitted in and through these Terms of Service if such failure is a result of inaccurate or incomplete credit card information. Upon termination or cancellation, whether by you or us, you will immediately lose access to your user account, the Platform and the Services which are designated solely for those with active user accounts. Any data stored in your user account will be immediately deleted. We only refund MESSAGE balance Credit (prepaid messaging balances).
For the Salesforce Application, to uninstall the product you are required to, in the following order:
Release any active phone numbers
Release any approved/active A2P 10DLC campaigns
Remove the text components from Lightning record page layouts
THEN uninstall the application per standard Salesforce practices
Failure to perform these steps may result in you being billed for active phone numbers, and campaign maintenance fees that are not automatically released simply by uninstalling the package.
WE DO NOT REFUND: A2P REGISTRATION FEES, PHONE RENTAL FEES, CAMPAIGN REGISTRATION FEES, CAMPAIGN MAINTENANCE FEES OR FORGIVE ANY FINES INCURRED BY CUSTOMER. WHEN CANCELING YOUR ACCOUNT WE ONLY REFUND UNUSED MESSAGING CREDITS.
Our Right To Cancel and Terminate Your User Account. We reserve the right in our sole discretion to immediately suspend and/or terminate (at our sole discretion) your access to and use of the Platform or Services if:
We reasonably determine that your use of the Platform or Services is in a way that:
poses a security risk to us;
poses a risk to our intellectual property rights;
poses a risk to third parties or other users of the Platform or Services;
may subject us or any third party to legal action;
violates these Terms of Service; or
is for fraudulent purposes or illegal activities.
Your credit card is declined and you do not provide updated credit card information for us to properly process payment within seven (7) calendar days; and
subject to applicable law, the entity which you represent has:
ceased to continue its business in the ordinary course;
made an assignment for the benefit of creditors or similar disposition of its assets; or
becomes the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding;
Provision of the Services to you is prohibited by applicable law;
Any vendor of the Company has suspended or terminated the Company’s access to or use of any third-party services or products required to enable user access to the Platform or Services (any such suspension described in this subclause (v) is a “Service Suspension”).
Service Suspension Notice. We will use commercially reasonable efforts to provide written notice of any Service Suspension to you and to provide updates regarding resumption of access to the Services following any Service Suspension. We will use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. You acknowledge and agree that we will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that may be incurred by you as a result of a Service Suspension.
6. Content; Ownership and Right of Access and Use
Content. The Platform contains (i) contents, features, and functionality, including but not limited to, the Services, information, files, software, text, displays, images, advertising copy, video, and audio, and the design, selection, and arrangement thereof and any and all copyrightable material (including source and object code); (ii) trademarks, trade dress, servicemarks, logos and other identifiers of various parties, including those of the Company (collectively, the “Trademarks”); and (iii) other forms of intellectual property (all of the foregoing collectively referred to as “Content”).
Ownership. The Platform, and any and all Content are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. All right, title and interest in and to the Content and the Platform is reserved exclusively and solely for the Company or our licensors or other providers, as applicable.
Rights Provided To You. While you have an active user account and are in compliance with all other terms and conditions of these Terms of Service, you are hereby granted a non-exclusive, non-transferable right to access and use the Platform and Services, solely for your use in accordance with the terms and conditions herein. Such use is limited to use in compliance with these Terms of Service and any and all laws, rules and regulations applicable to your use of the Services, including but not limited to:
the Telephone Consumer Protection Act (the “TCPA”) 47 U.S.C. § 227, et seq., and related regulations, 47 C.F.R. Part 64.1200, et seq.;
the Telemarketing Sales Rule (“TSR”) 16 C.F.R. Part 310 et seq.; and
the Controlling the Assault of Non-Solicited Pornography and Marketing (“CAN-SPAM”) Act of 2003.
A2P 10DLC compliance and standards for A2P messaging United States phone numbers. A2P 10DLC is legal and regulated by the CTIA (Cellular Telecommunications and Internet Association) and the FCC (Federal Communications Commission). Businesses must comply with certain registration and compliance requirements before using A2P 10DLC for messaging purposes. These requirements include registration of the messaging campaign, verification of the business identity, and compliance with messaging policies and guidelines.
Confidentiality. From time to time during your use and access to the Platform and the Services, either party (as the “Disclosing Party”) may disclose or make available to the other party (as the “Receiving Party”) information deemed proprietary or confidential or which is understood to be confidential by its nature (“Confidential Information”). Confidential Information shall not include information that, at the time of disclosure (i) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of these Terms of Service by the Receiving Party; (ii) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (iii) was known by or in the possession of the Receiving Party before being disclosed by or on behalf of the Disclosing Party; (iv) was or is independently developed by the Receiving Party without reference to or use, in whole or in part, of any of the Disclosing Party’s Confidential Information; or (v) is required to be disclosed under applicable federal, state or local law, regulation, or a valid order issued by a court or governmental agency of competent jurisdiction. The Receiving Party shall: (A) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (B) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under these Terms of Service; and (C) not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s representatives and personnel who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under these Terms of Service. The Receiving Party shall be responsible for any breach of this Section caused by it, its representatives and its personnel. In addition to all other remedies available at law, the Disclosing Party may seek equitable relief (including injunctive relief) against the Receiving Party and its representatives and personnel to prevent the breach or threatened breach of this Section and to secure its enforcement.
Use Restrictions. You shall not use the Platform or Services for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Platform or Services, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or access to the Platform; (iii) violate the Standards of Conduct set forth in Section 8; (iv) remove any proprietary notices from the Platform or Services; or (v) use the Platform or Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
Reservation of Rights. The Company reserves all rights not expressly granted to you in these Terms of Service. Except for the limited rights and licenses expressly granted under these Terms of Service, nothing herein grants, by implication, waiver, estoppel, or otherwise, to you or any third party any intellectual property rights or other right, title, or interest in or to the Platform, Services, or Content, in whole or in part.
Feedback. If Customer or any of its employees or contractors sends or transmits any communications or materials to the Company by mail, email, telephone, or by posting, commenting, uploading, displaying or transmitting via the Platform, suggesting or recommending changes to the Platform or the Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, reviews, other other information, ideas, materials, or the like (“Feedback”), you agree that we are free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to Provider on Customer’s behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Provider is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Provider is not required to use any Feedback.
7. Aggregated Statistics
Notwithstanding anything to the contrary in these Terms of Service or Privacy Policy, the Company may monitor your use of the Services and Platform and collect and compile data and information related to such uses in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services (“Aggregated Statistics”). As between you and the Company, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by the Company. You hereby acknowledge that we may compile Aggregated Statistics based on information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on your behalf through the Platform or Services (“Customer Data”) input into the Services. You agree that we may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify you or your Confidential Information.
8. Standards of Conduct
Strict Compliance. As you enjoy use of the Platform and Services, you must remember that it is your sole responsibility to comply with any and all applicable laws, rules, regulations and obligations. We take no responsibility for your lack of adherence to such laws, rules, regulations and obligations and shall not be responsible for any consequences you may suffer as a result of such lack of adherence. You are permitted to use the Platform and Services strictly in accordance with the terms, rules and regulations set forth in these Terms of Service and elsewhere throughout the Platform. We have a strict policy concerning the standards of conduct on the Platform and reserve the right in our sole discretion to suspend and/or terminate your user account and accordingly your access to and use of the Platform and the Services for any violation.
Standards of Conduct. You are required to adhere to the following standards of conduct while using the Platform and Services at all times you are using or accessing it. Accordingly, you will not and will not assist or enable others to:
To provide untrue, inaccurate, incomplete and not current information about you.
Mislead others as to the identity of the sender of any Messages.
Act in a disrespectful manner towards any third party, the Company or any Company personnel.
Breach or circumvent any applicable laws or regulations, agreements with third-parties, third-party rights, these Terms of Service, or our Privacy Policy.
Use the Platform in a manner that indicates, either directly or indirectly, any partnership between you and the Company, endorsement of you, affiliation or opinion of you, your user account, your Content (as defined below) or your use of the Platform or Services.
Copy, store or otherwise access or use any information, including personally identifiable information about any other user, contained on the Platform in any manner inconsistent with these Terms of Service or our Privacy Policy, or that otherwise violates the rights of users or third parties.
Use the Platform in any manner inconsistent with these Terms of Service.
Create or share content that violates a third party’s intellectual property rights, including but not limited to trademark rights, copyrights, rights to privacy or publicity.
Discriminate against or harass anyone on the basis of their race, national origin, religion, gender, physical or mental disability, medical condition, marital status, sexual orientation or age, or otherwise engage in abusive or disruptive behavior.
Modify, copy, create or enable creation of derivative works, modifications, or adaptations of the Platform or any components thereof; including product or model mockups.
Use any robots, spider, crawler, scraper or other automatic device or program or manual process to monitor, copy, reproduce, access or collect data through the Platform.
Attempt to decompile, disassemble or reverse engineer the Services, the Platform, or any parts thereof or any software or any parts thereof used in the implementation and operation of the Services and/or the Platform, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part.
Use any part of the Platform to violate any applicable laws or use the Platform in a manner that may subject us, our personnel, our staff or other users to the threat of civil or criminal penalties.
Transmit or upload any files, software or programs that (i) contain or you have reason to believe may contain viruses; (ii) may be corrupted or that you have reason to believe are corrupted; (iii) contain malicious code or that you have reason to believe contain malicious code; or (iv) that you have reason to believe may harm another person’s electronic and/or mobile device, disrupt the Platform, expose the Platform and/or its users to a cyber breach, or provide you or other parties unauthorized access to the Platform, the Services, other user accounts, or any other information provided thereon.
Provide access to the Platform to persons who are prohibited pursuant to applicable laws or this Agreement.
Violate or infringe upon anyone else’s rights or otherwise cause harm (whether physical, mental or emotional) to anyone.
Use the Platform to promote, post, communicate, share, transmit or use as part of any Content, defamatory, inaccurate, abusive, obscene, profane, offensive, sexually oriented, threatening, harassing, racially offensive, or illegal material or communication.
Use the Platform in any manner that could in any way disable, overburden, damage, or impair the Platform or the Services, or otherwise interfere with any other party’s use and enjoyment of the Platform. You further agree that you will not obtain, or attempt to obtain, any materials, content, or information by any means not expressly made available or provided for through the authorized use of the Platform.
Sending any prohibited calls to life-line services, such as hospitals, fire, police, 9-1-1, or utility-related telephone numbers.
Using strings of numbers.
WHILE THE COMPANY EXPLICITLY PROHIBITS THE ABOVE CONDUCT, YOU ACKNOWLEDGE AND AGREE THAT YOU MAY BE EXPOSED TO SUCH CONDUCT AND CONTENT, AND THAT YOUR USE OF THE PLATFORM AND THE SERVICES IS ENTIRELY AT YOUR OWN RISK, AND THAT THE COMPANY SHALL HAVE NO LIABILITY OF ANY KIND FOR SUCH CONDUCT.
YOU UNDERSTAND AND AGREE THAT IF YOUR USE OF THE PLATFORM AND/OR THE SERVICES VIOLATES ANY PROVISIONS IN THESE TERMS OF SERVICE, WE CAN SUSPEND AND/OR TERMINATE YOUR USER ACCOUNT AND YOUR ACCESS TO AND USE OF THE PLATFORM AND SERVICES IMMEDIATELY WITHOUT PRIOR NOTICE AND WITHOUT ANY RIGHT OF REFUND, SET-OFF, OR HEARING. FURTHER, WE MAY ALSO SEEK ADDITIONAL REMEDIES AS SUCH REMEDIES ARE PERMITTED BY THIS AGREEMENT AND APPLICABLE LAW.
9. Text Messaging Compliance
Consent to Communicate. You represent and warrant that the owners of the telephone numbers to which you transmit Messages using the Services and Platform have expressly and affirmatively consented to or opted-in to receiving such Messages, in accordance with applicable federal, state, and local laws, rules, regulations, statutes and industry guidelines, including the TCPA and TSR. You acknowledge and agree that you are solely responsible for any and all acts or omissions or violations of law which may occur in connection with your user account.
Responsibility to Obtain Consent. You acknowledge that you are solely responsible for obtaining any and all consents necessary to lawfully transmit any Messages to any telephone numbers which you communicate or intent to communicate with via the Platform and Services. Further, you acknowledge that you are solely responsible for the content and communications within any Messages transmitted through the use of your user account, whether or not authorized by you. You agree that you will not engage in the transmission of Messages to any telephone number whose owner did not expressly consent to or opt-in for such communication, or otherwise engage in unsolicited communications with any telephone numbers.
Documentation. You understand and agree that we may in our sole discretion request or require documentation from you demonstrating that the telephone numbers you are transmitting Messages to through the Services and Platform have expressly consented to such communications.
Truthful and Accurate Representation. You agree that you shall at all times represent accurately and truthfully your identity, the identity of your organization, the identify of your products and/or services (as applicable) and any and all information related to your products, services and organization, including but not limited to, pricing information, quantities, availability, and benefits.
A2P Compliance. You agree that you are solely responsible for your compliance with any and all rules, regulations, guidelines and best practices governing Application-to-Person messaging from your user account. You further agree that we are not responsible for your use of the Services in violation of such rules, regulations, guidelines and best practices governing Application-to-Person messaging or the consequences of such violations, including without limitation, blocking your user account and any of its used telephone numbers, the failure to transmit, process, deliver or have received any Message from the Platform, or your inability to continue use of the Services of Platform.
10. Customer Support
Subject to the terms and conditions of these Terms of Service, we will use commercially reasonable efforts to make the Platform available twenty-four (24) hours a day, seven (7) days per week, except for:
circumstances of planned downtime, in which case we will notify you in advance thereof in a manner consistent with the Notice Section; or
unavailability caused by circumstances beyond our reasonable control, including but not limited to, Force Majeure Events.
11. Indemnification Provisions
You agree to indemnify, hold harmless, and, at the Company’s option, defend the Company, its officers, directors, employees, agents, affiliates, successors, and permitted assigns (collectively “Indemnified Party”) from and against any and all claims, damages, losses, costs, liabilities, fines, penalties, settlements, interest, and expenses (including attorneys’ fees) that arise directly or indirectly from or are related to any claim, suit, action, demand, or proceeding made or brought against an Indemnified Party, arising out of or in connection with (i) your compiling and use of Customer Data; (ii) our storage, use and distribution of Customer Data; (iii) your use of the Platform and Services; (iv) your violation or alleged violation of any laws, rules, regulations, statutes, ordinances, codes, or orders of any government or quasi-governmental authorities in connection with your use of the Platform or Services; (v) your use of the Platform or the Services infringes, misappropriates or violates any intellectual property right, right to publicity, privacy or other right of any person or entity; (vi) any misrepresentation made by you; (vii) any access to the Platform or Services through your user account by any other party; and (viii) your use of the Platform or the Services that violates privacy or spam rules, regulations or laws; (ix) your negligence or willful misconduct; (x) use of the Services and/or Platform in a manner not authorized by these Terms of Service (each a “Third Party Claim”), provided that Customer may not settle any Third-Party Claim against an Indemnified Party unless the Company consents to such settlement, and further provided that the Company will have the right, at its option, to defend against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
12. DISCLAIMER OF WARRANTIES
TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, MOBILE DEVICES OR TABLETS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICES OR THE PLATFORM OR ITEMS OBTAINED THROUGH THE SERVICES OR THE PLATFORM, OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON THE PLATFORM, OR ON ANY WEBSITE LINKED TO IT.
YOUR USE OF THE PLATFORM AND THE SERVICES IS AT YOUR OWN RISK. THE PLATFORM AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE”, AND “WITH ALL FAULTS” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
You understand that we cannot and do not guarantee and accordingly disclaim and make no representations, warranties, endorsements or promises as to:
whether the Site, the Services or the Platform will be free of viruses or other destructive code;
the Site, Platform, Content and the Services;
whether your access to the Site, the Platform or the Services will be available at any particular time or location;
whether your use of and access to the Site, the Platform and the Services is lawful in any particular jurisdiction;
whether any Messages sent using the Site, Services or Platform will be transmitted, delivered to the intended recipient or received by the intended recipient;
whether any Messages sent using the Site, Services or Platform will be timely queued or transmitted to a carrier network for dispatch and/or delivery to a recipient;
whether your access to and use of the Site, the Services or the Platform or the ability to transmit Messages will be uninterrupted;
whether the information and instructions on the Site and Platform are accurate, complete, correct, or reliable;
the security of or associated with the transmission of your Messages, and Customer Data through the Site, Services and/or Platform; and
whether any defects to or errors on the Platform will be repaired or corrected.
You acknowledge you are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the Site and Platform for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, MOBILE DEVICES, COMPUTER PROGRAMS, MOBILE PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF OR ACCESS TO THE PLATFORM OR SERVICES.
13. LIMITATIONS OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS OF SERVICE, YOUR ACCESS TO AND USE OF THE PLATFORM, AND YOUR USE OF THE SERVICES, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER THE COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL THE COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THREE TIMES THE TOTAL AMOUNTS YOU HAVE PAID THE COMPANY IN THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH DISPUTE.
14. Dispute Resolution; Arbitration Agreement; Waiver of Jury Trial; Class Action Waiver
Arbitration Agreement.
Disputes Governed By Arbitration Agreement. In the event of a claim, dispute, allegation or controversy arising out of or in relation to these Terms of Service, the breach, termination, enforcement, interpretation, or validity thereof, the Platform, the Services, or the Content (other than claims, disputes, allegations or controversies related to the intellectual property rights of you or the Company or claims under Section 14(a)(v)) (each a “Dispute”), you agree that such Dispute shall be settled by final and binding arbitration administered by the Judicial Arbitration and Mediation Services Inc. (“JAMS”) under its then-current streamlined Arbitration Rules and Procedures (“Rules”).
Selection of Arbitrator. You and the Company will select by mutual written agreement a sole arbitrator to conduct the arbitration. If you and the Company are unable to mutually agree on a sole arbitrator, the arbitrator will be selected by JAMS under its then prevailing rules.
Location of Arbitration. Arbitration shall occur within the county where you are a resident at the time the Dispute arose, or any other location to which you and the Company mutually agree to in writing.
Expenses. Each party will be responsible for its own incurred expenses arising out of any dispute resolution procedure. The arbitrator will have the authority to grant specific performance or any other equitable or legal remedy. The arbitrator’s decision shall be final and binding, including all conclusions which render an award to either party. Judgment rendered by the arbitrator may be entered in any court of competent jurisdiction.
Small Claims Excluded. Notwithstanding the foregoing, you and the Company are permitted to bring Disputes which qualify as small claims, in small claims court of a competent jurisdiction.
Waiver of Jury Trial. YOU AND THE COMPANY HEREBY ACKNOWLEDGE AND AGREE THAT EACH AND BOTH, COLLECTIVELY AND INDEPENDENTLY, IS IRREVOCABLY AND UNCONDITIONALLY WAIVING ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR IN RELATION TO THESE TERMS OF SERVICE, ACCESS TO AND USE OF THE PLATFORM OR THE SERVICES.
Class Action Waiver. YOU AND THE COMPANY HEREBY ACKNOWLEDGE AND AGREE THAT EACH AND BOTH, COLLECTIVELY AND INDEPENDENTLY, IS IRREVOCABLY AND UNCONDITIONALLY WAIVING ANY RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION LAWSUIT, CLASS-WIDE ARBITRATION OR ANY OTHER REPRESENTATIVE PROCEEDING AS TO ALL CLAIMS, DISPUTES OR CONTROVERSIES ARISING OUT OF OR IN RELATION TO THIS AGREEMENT, OR YOUR USE OF AND ACCESS TO THE PLATFORM OR THE SERVICES.
Limitation of Time to File Claims. Any Dispute, except Disputes expressly excluded from arbitration, must be commenced within one (1) year after such Dispute arises, otherwise such Dispute or claim is permanently barred.
15. Miscellaneous Provisions
Entire Agreement. Except as otherwise provided in these Terms of Service and any exhibits or attachments, or other terms incorporated herein by reference (i.e. our Privacy Policy), these Terms of Service constitute the entire agreement between you and us, regarding the Site, the Platform and the Services, and accordingly supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral.
Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice“) must be in writing and delivered via email to support@textanything.com. Notices to you under these Terms of Service will be provided to you either via electronic mail (email) to the email address you designate in your user account or through your user account portal.
Severability. If any provision of these Terms of Service is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability will not affect any other term or provision of these Terms of Service or invalidate or render unenforceable such term or provision in any other jurisdiction.
Relationship Between You and Us. The relationship between you and the Company is strictly that of the Company providing you with access to and use of the Site, Platform and the Services. You agree that no joint venture, partnership, employment, independent contractor or agency relationship exists between you and the Company as a result of this Agreement or use of the Platform or any components thereof.
Waiver. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
Assignment. You will not assign any of the rights provided to or delegate any of the obligations placed upon you hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of the Company. Any purported assignment or delegation in violation of this Section will be null and void. We may assign, delegate or otherwise transfer these Terms of Service and the rights and obligations placed upon the Company hereunder, without your consent. This Agreement is binding upon each party and each party’s respective permitted successors and assigns.
Export Regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Services or any Customer Data outside the United States.
Force Majeure. In no event shall either party be liable to the other party, or be deemed to have breached these Terms of Service, for any failure or delay in performing its obligations under these Terms of Service (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such party’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo (each a “Force Majeure Event”).
Governing Law; Submission to Jurisdiction. Unless unenforceable under applicable law, these Terms of Service are governed by and construed in accordance with the internal laws of the State of Florida, without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Florida. These Terms of Service will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. Except as provided in Section 14 any legal suit, action, or proceeding arising out of or related to these Terms of Service, the Site, the Services or the Platform will be instituted exclusively in the federal courts of the United States or the courts of the State of Florida in each case located in the city of Tampa and County of Hillsborough, and each party consents to the personal jurisdiction of these courts.
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