These TextIt Terms of Service (“Terms of Service”) constitute a legally binding agreement between you (“Customer”, “you” or “your”), whether personally or on behalf of an entity who registered for a TextIt account on the TextIt Site, and TextIt Inc., doing business as “TextIt” ("TextIt", “we”, “us”, or “our”), and sets forth the terms and conditions that govern your access to and use of a hosted communication solution that manages messaging communication and enables the creation of interactive Short Message Service (SMS), voice and social media workflows, and other services available through the TextIt Site (collectively, the “TextIt Service”).

You may not access or use the TextIt Service unless you have read, understood, and agree to be bound by these Terms of Service and the TextIt Privacy Policy.

If you register for a free trial of the TextIt Service, these Terms of Service will also govern that free trial.

The TextIt Service is not tailored to comply with industry-specific regulations (Health Insurance Portability and Accountability Act (HIPAA), Federal Information Security Management Act (FISMA), etc.), so if your interactions would be subjected to such laws, you may not use the TextIt Service. You may not use the TextIt Service in a way that would violate the Gramm-Leach-Bliley Act (GLBA).

The TextIt Service is intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the TextIt Service.

1. Definitions.

Terms used in these Terms of Service and not defined in-line have the meanings set forth below:

“Contact” means a third party who sends messages to, or receives messages from, the TextIt Service.

“Credit” means the virtual cost of sending or receiving a single message on behalf of the Customer by the TextIt Service.

“Customer Data” means data transmitted by you, your Users (as defined below) and Contacts to the TextIt Service, and includes Content (as defined below) and personal information.

“Law(s)” means all laws, rules, regulations and other binding requirements of any governmental authority with jurisdiction.

“Message” means an SMS message which is sent or received by the TextIt Service.

“TextIt Site” means https://textit.com.

“Workspace” means the TextIt Site interface that enables a User to create flows, add channels and interact with Contacts.

2. The TextIt Service.

2.1 Access to the TextIt Service. Before using the TextIt Service, you must designate a person within your organization to have the authority to administer your TextIt account (the “Administrator”). TextIt will provide the Administrator with a login and password to access an administrative console on the TextIt Service (the “Administrative Console”). The Administrator may use the Administrative Console to create and manage TextIt accounts registered to your organization (each, a “Login”) and monitor activity for all Logins. The Administrator may only create Logins for your employees, contractors or other persons that maintain an email or web address that is registered, owned or controlled by you (each, a “User”) or for Administrator(s). The Administrator may create up to 10 Logins on your TextIt account. Additional Logins are subject to additional fees. You will ensure that your Users secure their Login credentials at all times. You are responsible for any unauthorized access to a Login as a result of compromised Login credentials.

2.2 Subscription types. You may place an order for Credits, Workspaces, Contacts, or other forms of the TextIt Service (each order, a “Subscription”) by selecting a Subscription through the Administrative Console. The Subscription will commence on the date that TextIt enables the Subscription on your Administrative Console and continue until you or TextIt close your TextIt account (the “Subscription Period”). We reserve the right to refuse any order placed through the TextIt Service.

2.3 Free Trial. If you register on the TextIt Site for a free trial, we will make some features of the TextIt Service available to you free of charge on a trial basis until the earlier to occur of: (a) the expiration of the trial period indicated in your TextIt account; (b) the start date of a purchased Subscription; and (c) either party’s termination of the trial period. Any data you submit through the TextIt Service during the free trial will be permanently lost unless you purchase a Subscription before the end of the trial period.

3. Content.

3.1 Content. The TextIt Service enables Users to transmit, store, retrieve and share electronic files, materials, text, audio, video, images, data, statements or other content generated by a User through a Login (the “Content”) and share such Content through messages to and from Contacts. You agree that you are solely responsible for the nature and content of all Content and other visual, graphical, video, written or audible communications of any nature submitted by any User or Contact, or otherwise used through your Logins. In addition, you acknowledge that you are responsible for the use of electronic mail, SMS and any other messages in connection with your use of the TextIt Service. TextIt may provide you and your Users with access to pre-built forms that your Users may use in conjunction with the Content. TextIt reserves all rights to any pre-built forms it makes available through the TextIt Service.

3.2 Customer Responsibilities. You will: (a) be solely responsible for the nature, quality and accuracy of the Content; (b) ensure that the Content, and its storage and transmission, comply with these Terms of Service, the Content Guidelines found here: [link], and any and all applicable Laws; (c) promptly handle and resolve any notices and claims relating to the Content; (d) promptly handle and resolve any notices sent to Customer by any person claiming that any Content violates any person’s rights, including take-down notices pursuant to the Digital Millennium Copyright Act and any other notices; and (e) maintain appropriate security and protection to prevent unauthorized access to or use of the TextIt Service. You are responsible for any deletion, destruction, damage or loss of Content caused by or at the direction of you or a User. You will obtain all necessary licenses, rights, consents, releases or permissions from third parties to use, and to authorize TextIt to use, disclose and process the Content (including any personal information included in the Content) through the TextIt Service in accordance with these Terms of Service and all applicable Laws.

4. Use of the TextIt Service.

4.1 Restrictions on Use. You agree not to use, or permit the use of, the TextIt Service:

(a) in violation of applicable Laws, including, without limitation, any U.S. denied party-list, embargoed country restriction, export law or regulation; (b) to communicate any message or material that is defamatory, harassing, libelous, threatening, or obscene; (c) in a way that violates or infringes upon the intellectual property rights or the privacy or publicity rights of any person or entity or that may otherwise be unlawful or give rise to civil or criminal liability; (d) in any manner that is likely to damage, disable, overburden, or impair the TextIt Service or interfere in any way with the use or enjoyment of the TextIt Service by others, including, without limitation, by circumventing security-related features; (e) to introduce any malicious activity to the TextIt Service, including, without limitation, any software program or code intended to destroy, interfere with, corrupt, or cause undesired effects on program files, data or other information, executable code or application software macros; (f) to circumvent a contractual usage limit; (g) to modify or create derivative works of the TextIt Service; (h) to reverse engineer the TextIt Service (except as permitted by applicable Law); (i) to engage in any automated use of the TextIt Service that is not authorized by TextIt, such as using scripts to send comments or messages, or using any data mining, robots or similar data gathering and extraction tools; (j) to deceive, defraud or mislead TextIt and other users, especially in any attempt to learn sensitive information; (k) to retrieve data or other content from the TextIt Service to create or compile, directly or indirectly, a collection, compilation, database or directory without TextIt’s prior written permission; or (l) in any way that constitutes or encourages conduct that could constitute a criminal offense.

TextIt reserves the right, in its sole discretion, to change or require you to change your TextIt account user ID and any custom or vanity URLs, custom links, or vanity domains you may obtain through the TextIt Service.

4.2 Suspension of Service. TextIt may at any time suspend any User’s use of the TextIt Service or remove or disable any Content which TextIt reasonably and in good faith believes is in violation of these Terms of Service, the Content Guidelines, or significantly impacts service delivery. TextIt is not liable for any damages arising out of a suspension of the TextIt Service.

4.3 Unauthorized Use. You may only permit Users to use the TextIt Service. TextIt has no liability to you or any third party for any reason as a result of any unauthorized disclosure of, or access to, your Logins or Content as a result of your or a User’s misuse of the TextIt Service or unauthorized use of a Login’s account credentials. If you become aware of any unauthorized use of or access to any Login, Content or the TextIt Service, you will immediately suspend the affected Login and notify TextIt in writing of the unauthorized use. In addition, you will provide TextIt with reasonable cooperation and assistance related to any such unauthorized use as we may reasonably request.

4.4 Monitoring the TextIt Service. We reserve the right, but not the obligation, to: (a) monitor the TextIt Service for violations of these Terms of Service; (b) take appropriate legal action against anyone who, in our sole discretion, violates any Laws or these Terms of Service, including without limitation, reporting such person or entity to law enforcement authorities; (c) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Content; (d) in our sole discretion and without limitation, notice, or liability, to remove from the TextIt Service or otherwise disable all files and Content that are excessive in size or are in any way burdensome to our systems; and (e) otherwise manage the TextIt Service in a manner designed to protect our rights and property and to facilitate the proper functioning of the TextIt Service.

4.5 Third-Party Products and Services. TextIt may make third-party applications, which are separately licensed by their provider, available to you for use in connection with the TextIt Service (“Third-party Products”). TextIt makes no warranties of any kind and assumes no liability whatsoever for your use of such Third-party Products but will make available any warranty that is included in a license granted to TextIt for use of such product to you. If you accept and enable a Third-party Product for use with the TextIt Service, we may allow providers of those Third-party Products to access Customer Data as required for the use of the Third-party Product in conjunction with TextIt. TextIt is not responsible for any disclosure, modification or deletion of Customer Data resulting from access provided to a Third-party Product provider. You agree to comply with the terms of service of any Third-party Products.

4.6 Beta Services. From time to time, we may offer you the ability to use products and services that are not generally available to customers (the “Beta Services”). The Beta Services will be clearly designated as beta, pilot, limited, or similar identification, may contain bugs or errors, and may be subject to additional terms. THE BETA SERVICES ARE PROVIDED “AS IS” WITH NO EXPRESS OR IMPLIED WARRANTY.

5. Fees; Cancellation; Additional Costs.

5.1 Fees. TextIt will provide the TextIt Service to you at the rates described on the TextIt pricing list found at https://textit.com/pricing (the “Fees”). Fees are based on Subscriptions purchased and the maximum number of Contacts on your Workspace during a billing period, regardless of whether you utilize the TextIt Service to build flows or send messages. Except as expressly stated to the contrary, all Fees are non-refundable and are payable in US dollars. TextIt may revise the Fees at any time with at least 30 days’ advance notice to you.

5.2 Payment Terms. You agree to pay all Fees at the prices then in effect for your Subscription(s), and you authorize us to charge your chosen payment method for any such amounts in accordance with the billing frequency of your Subscription. If your selected Subscription is subject to monthly Fees, TextIt will charge your chosen payment method on a monthly basis starting on the date that TextIt enables the Subscription on your Administrative Console. If your Subscription is subject to recurring charges, you consent to our charging your payment method on a recurring basis without requiring your prior approval for each recurring charge, until you notify us of your cancellation.

You agree to provide current, complete, and accurate account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed, and you agree to notify us of any changes to such information. Sales tax will be added to the price of purchases as deemed required by us.

We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment.

5.3 Taxes. Except as expressly stated to the contrary, Fees are exclusive of Taxes and, you will promptly pay or reimburse TextIt for all Taxes arising out of these Terms of Service. For purposes of these Terms of Service, “Taxes” means any sales, use and other taxes (other than taxes on TextIt income), export and import fees, customs duties and similar charges applicable to the transactions contemplated by these Terms of Service that are imposed by any government or other authority. You confirm that TextIt can rely on the name and address set forth in the Administrator Console as being the place of supply for sales tax purposes. If you are legally entitled to an exemption from the payment of any Taxes, you will promptly provide TextIt with legally sufficient tax exemption certificates for each taxing jurisdiction for which it claims exemption. Unless otherwise prohibited by Law, TextIt will apply the benefits of any requested tax exemption to charges occurring under your TextIt account after the date TextIt receives such tax exemption certificates.

5.4 Cancellation. You may cancel your Subscription at any time. TextIt will provide a prorated refund of any prepaid Fees for the remainder of the Subscription Period after the date of termination. You may cancel your Subscription by either: (a) logging into your Administrative Console and following the steps to cancel your Subscription; or (b) emailing us at info@textit.com. See “Cancellation Policy” under the FAQ’s for more information on how to cancel your Subscription.

If you are unsatisfied with our services, please email us at info@textit.com.

5.5 Additional Costs. TextIt is not responsible for, and you agree to be solely liable for: (a) all costs relating to sending and receiving SMS and other messages through a mobile network or other means in your use of the TextIt Service; and (b) all costs associated with your use of a Third-party Product (if any).

6. PROPRIETARY RIGHTS

6.1 License to Content. Customer owns all right, title and interest in and to the Content (except to the extent that the Content includes any TextIt-generated forms). By submitting Content through the TextIt Service, Customer grants TextIt a nonexclusive, worldwide, sublicensable, transferable, perpetual, irrevocable, fully paid-up and royalty-free license to transmit, use, host, display, reproduce, modify, translate, analyze and disclose the Content to provide the TextIt Service, improve and create new features on the TextIt Service, and to comply with any request of a governmental or regulatory body (including subpoenas or court orders) or as otherwise required by Law. In addition, TextIt may disclose the Content in response to an emergency which TextIt believes in good faith requires TextIt to disclose information to assist in preventing the death or serious bodily injury of any person.

6.2 Ownership of TextIt Service. TextIt owns all right, title and interest in and to the TextIt marks, the TextIt Service, the TextIt Site and all hardware, software and other items used to provide the TextIt Service. No title to or ownership of any proprietary rights related to the TextIt Service is transferred to Customer or any Contact pursuant to these Terms of Service or any transaction contemplated by these Terms of Service. TextIt grants to Customer during the Customer’s Subscription Period a limited, non-exclusive, worldwide, royalty-free, non-transferable license, without the right to sublicense, to access and use the TextIt Service solely in accordance with these Terms of Service. All rights not explicitly granted to Customer are reserved by TextIt.

6.3 License to Customer Brand Features. Customer grants to TextIt a limited, nonexclusive, worldwide, royalty-free, non-transferable license to use and display Customer's name, trademark and brand features (each, a “Customer Brand Feature”) through the TextIt Service and, with Customer’s prior consent, to reference Customer as a user of the TextIt Service. In TextIt’s use of any Customer Brand Feature, TextIt agrees to adhere to Customer's brand treatment guidelines for use of Customer Brand Features, so long as Customer provides such guidelines (if any) to TextIt. All goodwill generated from the use of Customer Brand Features will inure to the benefit of the trademark owner.

6.4 Feedback. Customer may make suggestions or improvements regarding any features, functionality or performance of the TextIt Service (“Feedback”). Customer agrees that its Feedback is gratuitous, unsolicited, without restriction, and that TextIt is free to use Feedback without any attribution or compensation to Customer. Feedback will be deemed to be automatically assigned under these Terms of Service to, and become the sole and exclusive property of, TextIt.

7. CUSTOMER REPRESENTATIONS

By using the TextIt Service, you represent and warrant that: (a) you have the legal capacity, right and ability to enter into and perform the obligations under these Terms of Service; (b) you are not a minor in the jurisdiction in which you reside; (c) you will not access the TextIt Site through automated or non-human means, whether through a bot, script or otherwise; (d) you will not use the TextIt Service for any illegal or unauthorized purpose; (e) your use of the TextIt Service and Content will comply with all applicable Laws; (f) you have all rights and consents in the Customer Data (including Content and any personal information) to grant the rights to TextIt contemplated by these Terms of Service; and (g) none of the Content will violate the terms of these Terms of Service or the Content Guidelines.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the TextIt Service.

8. U.S. GOVERNMENT RIGHTS

Our services are “commercial items” as defined in Federal Acquisition Regulation (“FAR”) 2.101. If our services are acquired by or on behalf of any agency not within the Department of Defense (“DOD”), our services are subject to the terms of these Terms of Service in accordance with FAR 12.212 (for computer software) and FAR 12.211 (for technical data). If our services are acquired by or on behalf of any agency within the DOD, our services are subject to the terms of these Terms of Service in accordance with Defense Federal Acquisition Regulation (“DFARS”) 227.7202‑3. In addition, DFARS 252.227‑7015 applies to technical data acquired by the DOD. This U.S. Government Rights clause is in lieu of, and supersedes, any other FAR, DFARS, or other clause or provision that addresses government rights in computer software or technical data under these Terms of Service.

9. DATA PRIVACY AND SECURITY

9.1 Privacy Policy. We care about data privacy and security. Please review the TextIt Privacy Policy located at: http://textit.com/policy (the “Privacy Policy”), which describes how TextIt collects, uses and discloses personal information. By using the TextIt Service, you agree to be bound by our Privacy Policy, which is incorporated into these Terms of Service. TextIt may use Customer Data: (a) to provide the TextIt Service; (b) to make service and product improvements; (c) for performance monitoring; and (d) for marketing purposes. TextIt may allow third-party service providers, such as the third-party service providers listed in the Privacy Policy, to access Customer Data to provide the TextIt Service to you and other users.

Please be advised that the TextIt Service is hosted in the United States. If you access the TextIt Service from any other region of the world with Laws or other requirements governing personal data collection, use, or disclosure that differ from applicable Laws in the United States, then through your continued use of the TextIt Service, you are transferring your data to the United States, and you agree to have your data transferred to and processed in the United States.

9.2 Confidentiality. You will maintain all data that you receive through the TextIt Service as confidential and you will not disclose or distribute any such data to any third party except to the extent disclosure is required by Law or government order. You agree to only use data that you receive through the TextIt Service as expressly permitted by these Terms of Service.

9.3 Security. TextIt implements and maintains administrative, physical, and technical security measures including disaster recovery procedures designed to secure data within its possession or control against accidental or unlawful loss, access, or disclosure. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the TextIt Service. You agree that TextIt will have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

10. TERM AND TERMINATION

These Terms of Service will remain in full force and effect while you use the TextIt Service. You or TextIt may terminate your use of the TextIt Service at any time by closing your TextIt account. You are liable for all Fees for the TextIt Service up to the date of termination of your account.

WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF SERVICE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE TEXTIT SERVICE TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF THESE TERMS OF SERVICE OR OF ANY APPLICABLE LAW. WE MAY TERMINATE YOUR USE OF THE TEXTIT SERVICE OR DELETE ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

11. MODIFICATIONS AND INTERRUPTIONS TO THE TEXTIT SERVICE.

11.1 Modifications to the TextIt Service. We reserve the right to change, modify, or remove the features or functionality of the TextIt Service at any time or for any reason at our sole discretion without notice. We also reserve the right to modify or discontinue all or part of the TextIt Service without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the TextIt Service.

11.2 Interruptions to the TextIt Service. We cannot guarantee that the TextIt Service will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the TextIt Service, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the TextIt Service at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the TextIt Service during any downtime.

12. DISCLAIMERS

THE TEXTIT SERVICE IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS. YOU AGREE THAT YOUR USE OF THE TEXTIT SERVICE WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, IN CONNECTION WITH THE TEXTIT SITE AND TEXTIT SERVICE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF ANY COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE TEXTIT SERVICE OR ANY WEBSITES LINKED TO THE TEXTIT SERVICE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM ACCESS TO OR USE OF THE TEXTIT SERVICE, (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE TEXTIT SERVICE, (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE TEXTIT SERVICE BY ANY THIRD PARTY, OR (F) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE TEXTIT SERVICE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY THIRD-PARTY PRODUCT OFFERED THROUGH THE TEXTIT SERVICE, AND WE WILL NOT IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY PROVIDER OF A THIRD-PARTY PRODUCT.

13. INDEMNIFICATION

You agree to defend, indemnify, and hold TextIt, its affiliates, and all of our respective directors, officers, employees and agents (each, a “TextIt Entity”) harmless from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (a) your use of the TextIt Service; (b) your breach of these Terms of Service; (c) your violation of the rights of a third party, including but not limited to intellectual property rights, privacy or confidentiality rights in the Customer Data (including the Content); (d) any claims by Contacts and your own customers; (e) any overt harmful act toward any other TextIt customer with whom you connected via the TextIt Service; or (f) your negligence, willful misconduct or fraud. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

14. LIMITATIONS OF LIABILITY

IN NO EVENT WILL A TEXTIT ENTITY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF, OR INABILITY TO USE, THE TEXTIT SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE TO LIMIT ANY ADDITIONAL LIABILITY NOT DISCLAIMED OR DENIED BY THE TEXTIT ENTITIES TO YOUR DIRECT AND DOCUMENTED DAMAGES, AND UNDER NO CIRCUMSTANCES WILL A TEXTIT ENTITY’S LIABILITY TO YOU EXCEED IN THE AGGREGATE THE AMOUNT OF FEES PAID BY CUSTOMER TO TEXTIT DURING THE SIX MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO YOUR CLAIM FOR DAMAGES. THE LIMITATIONS IN THIS SECTION WILL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

15. Copyright Notices.

15.1 Termination of Repeat Infringer Accounts. TextIt respects the intellectual property rights of others and requests that users do the same. Pursuant to the Digital Millennium Copyright Act (see 17 U.S.C § 512) (“DMCA”), TextIt has adopted and implemented a policy that provides for the termination in appropriate circumstances of users of the TextIt Service who are repeat infringers. TextIt may terminate access for users who are found repeatedly to provide or post protected third-party content without necessary rights and permissions.

15.2 DMCA Take-Down Notices. If you are a copyright owner or an agent thereof and believe, in good faith, that any materials provided on the TextIt Service infringe upon your copyrights, you may submit a notification pursuant to the DMCA by sending the following information in writing to TextIt’s designated copyright agent at info@textit.com:

(a) The date of your notification; (b) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (c) A description of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (d) A description of the material that is claimed to be infringing or to be the subject of infringing activity and information sufficient to enable us to locate such work; (e) Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, or email address; (f) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the Law; and (g) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

15.3 Counter-Notices.

If you believe that your Content that has been removed from the TextIt Service is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the Law, to post and use the Content, you may send a counter-notice containing the following information to our copyright agent using the contact information set forth above:

(a) Your physical or electronic signature; (b) A description of the Content that has been removed and the location at which the content appeared before it was removed; (c) A statement that you have a good faith belief that the Content was removed as a result of mistake or a misidentification of the Content; and (d) Your name, address, telephone number, and email address, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by TextIt’s copyright agent, TextIt may send a copy of the counter-notice to the original complaining party informing such person that it may reinstate the removed content in 10 business days.  Unless the copyright owner files an action seeking a court order against the Content provider, member or user, the removed Content may (in TextIt’s discretion) be reinstated on the TextIt Service 10 or more business days after receipt of the counter-notice.

16. DISPUTE RESOLUTION

16.1 Governing Law. These Terms of Service and your use of the TextIt Service are governed by and construed in accordance with the laws of the State of Washington applicable to agreements made and to be entirely performed within the State of Washington, without regard to its conflict of law principles.

16.2 Binding Arbitration. If the parties are unable to resolve a dispute through informal negotiations, the dispute (except those disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration will be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the AAA website www.adr.org. Your arbitration fees and your share of arbitrator compensation will be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either party. The arbitrator must follow applicable Law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable Law, the arbitration will take place in King County, Washington. Except as otherwise provided herein, the parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

If for any reason, a dispute proceeds in court rather than arbitration, the dispute will be commenced or prosecuted in the state and federal courts located in Washington state and the parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Terms of Service.

In no event will any dispute brought by either party related in any way to the TextIt Service be commenced more than one year after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither party will elect to arbitrate any dispute falling within that portion of this provision found to be illegal or unenforceable and such dispute will be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the parties agree to submit to the personal jurisdiction of that court.

The parties agree that any arbitration will be limited to the dispute between the parties individually. To the full extent permitted by Law, (a) no arbitration will be joined with any other proceeding; (b) there is no right or authority for any dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

The parties agree that the following disputes are not subject to the above provisions concerning binding arbitration: (x) any disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a party; (y) any dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (z) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither party will elect to arbitrate any dispute falling within that portion of this provision found to be illegal or unenforceable and such dispute will be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the parties agree to submit to the personal jurisdiction of that court.

17. CALIFORNIA USERS AND RESIDENTS

If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

18. GENERAL

18.1 Updates to these Terms of Service. TextIt reserves the right to modify these Terms of Service and any terms incorporated by reference from time to time by posting updates to the TextIt Site. We will alert you about any changes by updating the “Last updated” date of these Terms of Service, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms of Service to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Service by your continued use of the TextIt Service after the date such revised Terms of Service are posted.

18.2 Entire Agreement. These Terms of Service, including our Privacy Policy, the Content Guidelines and any guidelines or additional terms posted by us on the TextIt Site or in respect to the TextIt Service, constitute the entire agreement and understanding between you and TextIt.

18.3 Anti-Corruption. You agree that you have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of TextIt’s employees, agents or subcontractors in connection with these Terms of Service. You will use reasonable efforts to promptly notify TextIt at info@textit.com should you learn of any violation of this restriction.

18.4 Cumulative Rights; Waiver; Construction. The rights and remedies of the parties under these Terms of Service are cumulative, and either party may enforce any of its rights or remedies under these Terms of Service along with all other rights and remedies available at Law. A party’s failure to exercise or enforce any right or provision of these Terms of Service will not operate as a waiver of such right or provision. You agree that these Terms of Use will not be construed against us by virtue of having drafted them.

18.5 Assignment. We may assign any or all of our rights and obligations to others at any time. You will not assign all or any part of these Terms of Service or its rights hereunder without the prior written consent of TextIt. Any assignment in violation of this provision will be null and void from the beginning.

18.6 Force Majeure. In the event that either party is prevented from performing, or is unable to perform, any of its obligations under these Terms of Service due to any cause beyond the reasonable control of the party invoking this provision, including, without limitation, for causes due to war, fire, earthquake, flood, hurricane, riots, acts of God, internet service provider failures or delays, denial of service attacks, or other similar causes (each, a “Force Majeure Event”) the affected party’s performance will be excused and the time for performance will be extended for the period of delay or inability to perform due to such occurrence.

18.7 Severability. If any provision or part of a provision of these Terms of Service is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Service and does not affect the validity and enforceability of any remaining provisions.

18.8 Contractual Relationship. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of Service or your use of the TextIt Service.

18.9 Survival. All provisions of these Terms of Service which by their nature should survive termination including, without limitation, Sections 5 (Fees; Cancellation; Additional Costs), 6 (Proprietary Rights), 7 (Customer Representations), 8 (U.S. Government Rights), 9 (Data Privacy and Security), 12 (Disclaimers), 13 (Indemnification), 14 (Limitations of Liability), 16 (Dispute Resolution) and 18 (General), will survive any termination of these Terms of Service.

19. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

You consent to receive electronic communications from TextIt, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email, through the TextIt Service and on the TextIt Site, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE TEXTIT SERVICE. You hereby waive any rights or requirements under any Laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Service.

Summary

Your privacy is important to us. It is TextIt's policy to respect your privacy regarding any information we may collect from you across the website and other sites we own and operate.

In simple terms, TextIt only collects information from you that it needs to provide the service. Simple things that you would expect, like details on how you use the website and metrics for operational monitoring to make sure things are running smoothly.

We also want to make sure that you know you have the right to access your data or simply request that it be deleted. While we require some third party services, our aim is to use as few as possible and we will always disclaim our use them here as transparently as possible.

Other Services

TextIt uses some third party services in order to perform its duties.

• Amazon Web Services - Cloud hosting infrastructure
• ElasticSearch - Enables searching for your contacts and supports dynamic grouping
• Stripe - Payment processing
• Sentry - Operational monitoring
• Crisp - Manages user interactions to provide real-time customer support
• Google Analytics - Aggregates and analyze metrics on customer use of the product
• Librato - Aggregates and analyzes metrics for operational performance
• Mailgun - Default email processor

Third party services are also used on an opt-in basis by the User for the purpose of sending and receiving messages from their account. These include but are not limited to services like Nexmo, Facebook Messenger, Twilio, and Telegram.

What we collect

Log data

When you visit our website, our servers may automatically log the standard data provided by your web browser. This data is considered “non-identifying information”, as it does not personally identify you on its own. It may include your computer’s Internet Protocol (IP) address, your browser type and version, the pages you visit, the time and date of your visit, the time spent on each page, and other details.

We may also collect data about the device you are using to access our website. This data may include the device type, operating system, unique device identifiers, device settings, and geo-location data. What we collect can depend on the individual settings of your device and software. We recommend checking the policies of your device manufacturer or software provider to learn what information they make available to us.

Personal information

We may ask for personal information, such as your name and email address. This data is considered “identifying information”, as it can personally identify you. We only request personal information relevant to providing you with a service, and only use it to help provide or improve this service.

How we collect information

We collect information by fair and lawful means, with your knowledge and consent. We also let you know why we’re collecting it and how it will be used. You are free to refuse our request for this information, with the understanding that we may be unable to provide you with some of your desired services without it.

Use of information

We may use a combination of identifying and non-identifying information to understand who our visitors are, how they use our services, and how we may improve their experience of our website in future. We do not disclose the specifics of this information publicly, but may share aggregated and anonymised versions of this information, for example, in website and customer usage trend reports.

We may use your personal details to contact you with updates about our website and services, along with promotional content that we believe may be of interest to you. If you wish to opt out of receiving promotional content, you can follow the “unsubscribe” instructions provided alongside any promotional correspondence from us.

Data processing and storage

The personal information we collect is stored and processed in United States, or where we or our partners, affiliates and third-party providers maintain facilities. We only transfer data within jurisdictions subject to data protection laws that reflect our commitment to protecting the privacy of our users.

We only retain personal information for as long as necessary to provide a service, or to improve our services in future. While we retain this data, we will protect it within commercially acceptable means to prevent loss and theft, as well as unauthorised access, disclosure, copying, use or modification. That said, we advise that no method of electronic transmission or storage is 100% secure, and cannot guarantee absolute data security.

If you request your personal information be deleted, or where your personal information becomes no longer relevant to our operations, or if your account is determined at our discretion to have fallen into disuse, we will erase it from our system within a reasonable timeframe.

Cookies

We use “cookies” to collect information about you and your activity across our site. A cookie is a small piece of data that our website stores on your computer, and accesses each time you visit, so we can understand how you use our site. This helps us serve you content based on preferences you have specified. Please refer to our Cookie Policy for more information.

Third-party access to information

We use third-party services for:

• Analytics tracking
• Advertising and promotion
• Content marketing
• Email marketing
• Payment processing
• Service monitoring

These services may access our data solely for the purpose of performing specific tasks on our behalf. We do not share any personally identifying information with them without your explicit consent. We do not give them permission to disclose or use any of our data for any other purpose.

We may, from time to time, allow limited access to our data by external consultants and agencies for the purpose of analysis and service improvement. This access is only permitted for as long as necessary to perform a specific function. We only work with external agencies whose privacy policies align with ours.

We will refuse government and law enforcement requests for data if we believe a request is too broad or unrelated to its stated purpose. However, we may cooperate if we believe the requested information is necessary and appropriate to comply with legal process, to protect our own rights and property, to protect the safety of the public and any person, to prevent a crime, or to prevent what we reasonably believe to be illegal, legally actionable, or unethical activity.

We do not otherwise share or supply personal information to third parties. We do not sell or rent your personal information to marketers or third parties.

Children's privacy

We are in compliance with the requirements of COPPA (Children's Online Privacy Protection Act), we do not collect any information from anyone under 13 years of age. Our website, products and services are all directed to people who are at least 13 years old or older.

Limits of our policy

This privacy policy only covers TextIt's own collecting and handling of data. We only work with partners, affiliates and third-party providers whose privacy policies align with ours, however we cannot accept responsibility or liability for their respective privacy practices.

Our website may link to external sites that are not operated by us. Please be aware that we have no control over the content and policies of those sites, and cannot accept responsibility or liability for their respective privacy practices.

Changes to this policy

At our discretion, we may change our privacy policy to reflect current acceptable practices. We will take reasonable steps to let users know about changes via our website. If you are a registered user on https://textit.com, we will notify you using the contact details saved in your account.

Your rights and responsibilities

As our user, you have the right to be informed about how your data is collected and used. You are entitled to know what data we collect about you, and how it is processed. You are entitled to correct and update any personal information about you, and to request this information be deleted. You may amend or remove your account information at any time, using the tools provided in your account control panel.

You are entitled to restrict or object to our use of your data, while retaining the right to use your personal information for your own purposes. You have the right to opt out of data about you being used in decisions based solely on automated processing.

Summary

We use cookies to help improve your experience of the website This cookie policy is part of TextIt's privacy policy, and covers the use of cookies between your device and our site. We also provide basic information on third-party services we may use, who may also use cookies as part of their service, though they are not covered by our policy.

If you don’t wish to accept cookies from us, you should instruct your browser to refuse cookies from the website, with the understanding that we may be unable to provide you with some of your desired content and services.

What is a cookie?

A cookie is a small piece of data that a website stores on your device when you visit, typically containing information about the website itself, a unique identifier that allows the site to recognize your web browser when you return, additional data that serves the purpose of the cookie, and the lifespan of the cookie itself.

Cookies are used to enable certain features (eg. logging in), to track site usage (eg. analytics), to store your user settings (eg. timezone, notification preferences), and to personalize your content (eg. advertising, language).

Cookies set by the website you are visiting are normally referred to as “first-party cookies”, and typically only track your activity on that particular site. Cookies set by other sites and companies (ie. third parties) are called “third-party cookies”, and can be used to track you on other websites that use the same third-party service.

Types of cookies and how we use them

Essential cookies

Essential cookies are crucial to your experience of a website, enabling core features like user logins, account management, shopping carts and payment processing. We use essential cookies to enable certain functions on our website.

Performance cookies

Performance cookies are used in the tracking of how you use a website during your visit, without collecting personal information about you. Typically, this information is anonymous and aggregated with information tracked across all site users, to help companies understand visitor usage patterns, identify and diagnose problems or errors their users may encounter, and make better strategic decisions in improving their audience’s overall website experience. These cookies may be set by the website you’re visiting (first-party) or by third-party services. We use performance cookies on our site.

Functionality cookies

Functionality cookies are used in collecting information about your device and any settings you may configure on the website you’re visiting (like language and timezone settings). With this information, websites can provide you with customized, enhanced or optimized content and services. These cookies may be set by the website you’re visiting (first-party) or by third-party service. We use functionality cookies for selected features on our site.

Targeting/advertising cookies

Targeting/advertising cookies are used in determining what promotional content is more relevant and appropriate to you and your interests. Websites may use them to deliver targeted advertising or to limit the number of times you see an advertisement. This helps companies improve the effectiveness of their campaigns and the quality of content presented to you. These cookies may be set by the website you’re visiting (first-party) or by third-party services. Targeting/advertising cookies set by third-parties may be used to track you on other websites that use the same third-party service. We use targeting/advertising cookies on our site.

Third-party cookies on our site

We may employ third-party companies and individuals on our websites—for example, analytics providers and content partners. We grant these third parties access to selected information to perform specific tasks on our behalf. They may also set third-party cookies in order to deliver the services they are providing. Third-party cookies can be used to track you on other websites that use the same third-party service. As we have no control over third-party cookies, they are not covered by TextIt's cookie policy.

Our third-party privacy promise

We review the privacy policies of all our third-party providers before enlisting their services to ensure their practices align with ours. We will never knowingly include third-party services that compromise or violate the privacy of our users.

How you can control or opt out of cookies

If you do not wish to accept cookies from us, you can instruct your browser to refuse cookies from our website. Most browsers are configured to accept cookies by default, but you can update these settings to either refuse cookies altogether, or to notify you when a website is trying to set or update a cookie. If you browse websites from multiple devices, you may need to update your settings on each individual device. Although some cookies can be blocked with little impact on your experience of a website, blocking all cookies may mean you are unable to access certain features and content across the sites you visit.

The TextIt Service enables customers to create and transmit Content (as defined in the TextIt Terms of Service). Content may be viewable by other users of the TextIt Site and through third-party websites. As such, any Content you transmit may be treated in accordance with the TextIt Privacy Policy. You will ensure that you adhere to the following guidelines when creating and making available any Content through the TextIt Service:

1. The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Content do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret or moral rights of any third party.

2. You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize TextIt and other users of the TextIt Service to use your Content in any manner contemplated by the TextIt Service and the TextIt Terms of Service.

3. You have the written consent, release or permission of each and every identifiable individual person in your Content to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Content in any manner contemplated by the TextIt Service and the TextIt Terms of Service.

4. Your Content is not false, inaccurate, or misleading.

5. Your Content is not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.

6. Your Content is not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).

7. Your Content does not ridicule, mock, disparage, intimidate, or abuse anyone.

8. Your Content does not advocate the violent overthrow of any government or incite, encourage, or threaten physical harm against another.

9. Your Content does not violate any applicable Law.

10. Your Content does not violate the privacy or publicity rights of any third party.

11. Your Content does not contain any material that solicits personal information from anyone under the age of 18 or exploits people under the age of 18 in a sexual or violent manner.

12. Your Content does not violate any applicable Law concerning child pornography, or otherwise intended to protect the health or well-being of minors.

13. Your Content does not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.

14. Your Content does not otherwise violate, or link to material that violates, any provision of the TextIt Terms of Service or any applicable Laws.

Any use of the TextIt Service in violation of these Content Guidelines violates the TextIt Terms of Service and may result in, among other things, termination or suspension of your rights to use the TextIt Service.