Terms of Use

Welcome to Text. We’re so glad you’re here. Please read the following terms before using our Services you will be agreeing to, and will be bound by them through the continued use of our Services.

These Terms of Use along with our Privacy Policy and Data Processing Addendum (the “DPA”) incorporated herein, constitute the agreement (the “Agreement”) established by and between Text, Inc. with its principal office in Boston, Massachusetts, address: 101 Arch Street, 8th Floor, Boston MA 02110, United States of America (referred to as ”Text”, “we” or “us” or ‘the Company") and any person or entity registering to or using the Services supplied by us (referred to as “Customer” and “you”) collectively “parties”, individually “party”.

BY COMPLETING THE REGISTRATION PROCESS, ACCESSING OR USING THE SERVICES YOU (I) ACKNOWLEDGE AND AGREE THAT YOU HAVE READ, UNDERSTOOD AND ACCEPTED THIS AGREEMENT, (II) HEREBY REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO ENTER OR ACT ON BEHALF OF THE OWNER OF THE ACCOUNT, AND BIND TO THIS AGREEMENT AND (III) YOUR USE OF THE SERVICES IS FOR COMMERCIAL/BUSINESS PURPOSES ONLY. If you do not have the legal authority to enter this Agreement, do not understand this Agreement, or do not agree to the Agreement, please do not register to, or use the Services. Agree with us? Great, read on!

You and we agree and are bound by the following provisions:

This Agreement is effective between you and us on the earliest of the following: the day of your registration, access to or use of the Services (as further defined below) or by executing an applicable Order Form (the “Effective Date”).

Definitions

The following terms shall have the meaning specified below:

“Account” means the account created by the Customer to the Services.

“Authorized-User” means any person or entity authorized by the Customer to access, use, and operate the Services, within the scope of their designated roles under a given subscription. The specific functions and responsibilities associated with these roles (e.g., Administrator, Agent, Teammate) may vary depending on the Services.

“Confidential Information” means all nonpublic information, including, but not limited to, trade secrets, computer programs, technical drawings, algorithms, formulas, processes, ideas, inventions (patentable or not), other technical or business information, physical samples, financial, business, sales information, know-how, terms of agreements, negotiations or proposals, all data, and such other information disclosed by Text in whatever form and which (i) is known by the receiving party (Customer, Authorized-User, Guest-User or any other Customer’s authorized representative) to be confidential; (ii) under circumstances by which the receiving party should reasonably understand such information is to be treated as confidential, whether or not marked by the disclosing party as “Confidential” or otherwise is marked as or stated to be confidential. Confidential Information may not be used, published, or redistributed by the receiving party without the prior written consent of Text. 

“Customer Data” means data, information (including but not limited to Personal Data) and any material, content, phrases, entries uploaded to or created in the Services or transmitted through or stored in the Services (collectively “Input”) by the Customer, its Authorized-Users, Guest-Users or any End-User, or otherwise made available, by or for Customer to or through the Services.

“End-Users” means customers of the Customer. For the avoidance of doubt, individuals visiting a Customer domain integrated with or utilizing our Service are also considered End-Users.

“Guest-Users” means a named user(s) in the Services who are authorized by a Customer to have conditional and limited access to specific features of the Account such as ability to access Supporting Applications, Third-Party Services, and Customer Data. This access is granted solely for designated purposes such as training, collaboration, or evaluation. Guest Users are not authorized to use and operate the Services on behalf of the Customer. 

“Marketplace” means an online platform that hosts a variety of applications designed to work seamlessly with our Services. Marketplace is available via Marketplace Terms.

“Order Form” means any applicable ordering document between the parties that specifies mutually agreed upon rates for certain Services and other commercial terms. Each Order Form executed by the parties is governed by this Agreement and is subject thereto.

“Services” any services or applications provided by Text to you (a) on a trial, (b) free of charge basis or (c) as Paid Services. The Services do not include Third-Party Services, Beta Features and Services. 

“Supporting Applications” means a web-based, mobile, offline or other software applications designed to work with the Services and made available to the Customer by Text or third-party through Marketplace.

“Personal Data" means any information relating to an identified or identifiable natural person under the Customer’s Account, who can be identified, directly or indirectly.

“Site” means any domain or application operated by Text from which the Services are available to Customers.

1. General

1.1. Customer’s access to the Internet is not the subject of the Agreement and Text does not guarantee the compatibility of offered Services with other providers’ software. The Customer bears sole responsibility for the functionality of its Internet network, including the transmission paths and its own hardware and for the choice and consequences of using other software, including its applicability to the Customer’s objectives.

1.2. The Services are governed by the then-current version of the Agreement available on the Sites relevant to your Services. We recommend regularly checking for the most recent Agreement. We may modify the Agreement or any part thereof at our discretion from time to time without prior notice to you. When updated the new version instantly replaces all previous versions and becomes immediately effective and binding once it’s posted on Sites relevant to your Services. However, modifications affecting payment will be communicated to you explicitly at least 30 days before they’re implemented and if not clearly declined by you within 7 days of the notice, payment-related changes are deemed accepted and binding. Using the Services after the updated terms are in effect signifies your agreement to them. If you do not agree with the changes to the Agreement, you have the option to delete your Account at any time.

2. Access and the use of the Services

2.1. When creating an Account and during the term of the Agreement, you must provide and keep the Account information true, accurate, current, and complete about yourself as requested to create and maintain the Account.

2.2.If you are the party that accepted the Agreement and you re-assign your Account to an authorized entity or person for administration purposes, or appoint an authorized entity or person to act as an administrator while retaining ownership of the Account, such re-assignment or appointment does not relieve you of your obligations under the Agreement and your use of the Services will continue to be subject to them.

2.3. The Customer further agrees and acknowledges that access to, and the usage of the Services is subject to specific limits established by Text. Our Services can be accessed solely by logging in to the Services on a particular Site. Every Customer is assigned credentials for identifying and authenticating Authorized-Users in the Services (except the Services in which Authorized-Users are not required) and the Services is restricted to the specified number of individual Authorized-Users permitted under the Customer’s Account to the subscribed Services. Additionally, the Customer may authorize Guest-Users to access specific features of the Account under limited and conditional terms as defined in this Agreement. The individual Authorized-User’ and Guest Users’ login data for the Services shall only be used by one (1) designated individual Authorized-User or Guest-User and may not (i) be passed on or used by others or several Authorized-Users or Guest-Users at the same time, or (ii) shared or used by more than one Authorized-User or Guest User, but that Authorized-User’s or Guest-User’s credentials may be reassigned to new individuals replacing former individuals who no longer require ongoing use of the Services or specific features of the Account. New and/or additional Authorized-Users or Guest-Users, must be notified in writing (including electronically) by you to Text in advance so that individual login data can be provided to each Authorized-User or Guest-User and, if necessary, the subscription fee re-calculated. You are solely responsible for the proper protection and storage of assigned password and log-in (credentials). The Customer, its Authorized-Users and Guest-Users are responsible for maintaining the confidentiality of all of the Authorized-Users and Guest-User credential information for the Customer’s Account. Text may monitor the number of Authorized-Users or and Guest-Users allowed under your Account for subscribed Services or features of the Account and to track your usage of the Services to ensure compliance with this Agreement. If you exceed the established usage limits or if Text determines, in its sole discretion, that your use is excessive, abnormal or would adversely affect the operation of the Services, Text shall be entitled to (i) charge you at the current list price for any additional Services and Account subscription required to cover the excessive usage; and (ii) immediately limit, suspend or terminate your License or any Services. Text may, at its sole discretion, provide advance notice before such actions, but is not obligated to do so. You shall be solely responsible for all costs and damages arising from such excessive usage, including any additional charges. The Customer, its Authorized-Users and Guest-Users are responsible for maintaining the confidentiality of all credential details for the Customer’s Account.

2.4. Guest-Users are granted access for specific purposes, such as training, collaboration, or evaluation, as authorized by the Customer. Guest-User access does not confer the same rights as those granted to Authorized-Users and is subject to restrictions as specified by Text.

2.5. The Customer must be at least sixteen (16) years of age to be able to register and access an Account. Text does not knowingly provide the Services to any person under the age of sixteen (16). In the event that it comes to our knowledge that a person under the above mentioned age is accessing or using the Services, with no liability whatsoever towards such person, we will prohibit and block such Account without any prior notice and we will make all efforts to promptly delete any data with regard to such Account.

2.6. You are responsible for compliance with the provisions of the Agreement by you, Authorized-Users, Guest-Users and End-Users and for any and all activities that occur under your Account. Without limiting the foregoing, you are solely responsible for ensuring that the use of the Account and the Services to store and transmit Customer Data is compliant with all applicable laws and regulations, as well as any and all privacy policies, agreements or other obligations you may maintain or enter into with Authorized-Users, Guest-Users or End-Users. You must ensure that your Authorized-Users, Guest-Users, End-Users, contractors, and other authorized representatives are trained on their responsibilities under this Agreement, including applicable Order Forms, Services descriptions, and Help Center guidelines. This training should cover lawful and compliant use of the Services.

2.7. You are also solely responsible for obtaining the authorizations, licenses and consents, if and as required by any applicable law, to make the Services available to End-Users. When you provide any Customer Data to Text, you (whether you are the Customer or the administrator operating on behalf of the Customer) represent and warrant that you have full authority to provide us with such Customer Data and its submission and use, as you authorize herein, will not violate (i) any applicable law, (ii) any third-party intellectual property, privacy, publicity, or other rights, or (iii) any of your or third-party policies or terms governing your Customer Data.

2.8. Parties acknowledge and agree that Services shall be accessible from the moment the subscription process is finalized which commences data processing activities under Account compliant with the Data Processing Addendum. We collect, use and disclose Customer data, information related to the Account and any form of communication with Text in line with our Privacy Policy, which you acknowledge.

2.9. The Customer understands and has become familiar with the technical requirements necessary to access and use the Services and has no objections in respect thereof. The Customer is aware of risks and threats connected with electronic data transmission.

2.10. Text may make available Supporting Applications via Marketplace. If Customer elects to procure a Supporting Applications, the terms and conditions regarding its use or receipt of the Supporting Applications are between Customer and the provider of those Supporting Applications and any exchange of data between Customer and such third-party provider is solely between Customer and the applicable provider. Any questions, concerns or disputes that arise based on Customer’s use of Supporting Applications should be addressed with the provider of such Supporting Applications. Text does not warrant, or support Supporting Applications, whether or not they are designated by Text as developer or otherwise. Text is not responsible for any disclosure, modification or deletion of Customer Data resulting from access by such Supporting Applications or its provider. Text cannot guarantee the continued availability of any functionality or feature that is made available as the outcome of integration with any Supporting Applications and may cease providing them without notice and without entitling the Customer to any refund, credit, or other compensation. Use of such Supporting Applications remains volunteer for all Customers therefore Text considers use of such Supporting Applications as optional and not being a part of Services.

3. Acceptable Use Policy

3.1. You are solely and strictly liable for Customer Data any activity that occurs under your Account and you also agree not to access, or attempt to access, other Customer’s Accounts and/or any data of other Customers. Furthermore, you are solely responsible for your Customer Data and the consequences of posting or publishing them, through the Services, in any way. Additionally, you understand and agree that Text shall have no responsibility or liability whatsoever for Customer Data and other materials and copyrightable materials such as literary works, text, images, photos, videos, and any other materials, which as part of Customer Data may be submitted, provided, generated, created in whatsoever form by the Customer, its Authorized-Users, Guest-Users and/or its End-Users to or in the Services.

3.2. You exclusively own and reserve all rights, titles, and interest to your Customer Data, subject to our worldwide, non-exclusive and royalty-free right to use, process, disclose and transfer only as necessary to provide the Services to you and/or otherwise permitted by the Agreement.

3.3. Text is not responsible for the way you use the Services and Customer Data. We do not access, view, disclose or monitor Customer Activities, or any data, content uploaded to or created within the use of the Services, or use of the Services (“Entry”) stored within your Account, including personal or proprietary information (“Customer Data”), except as allowed by the Agreement, including the following temporary Entry circumstances: (i) to perform specific Account activities or  respond to requests as directed by the Customer or by Authorized-Users and Guest-Users solely to the extent necessary to support a request; (ii) to maintain the operational functionality of our Services, including but not limited to, performing maintenance, backups, technical issues or troubleshooting; (iii) when required by law or in response to a legitimate  legal requests from law enforcement, authorized government authorities, subpoenas, court orders,  or other judicial or administrative process as indicated in our Privacy Policy, in which case we will notify you about such Entry unless prohibited by law; (iv) to ensure the security of the Services or compliance with our policies, such as when automated tools analyze metadata to detect violations, prevent fraud, safeguard systems, individuals, or meet legal requirements.

3.4. You must use your Account and the Services complying with applicable law, the Agreement, Services description, and any guidelines in our Help Center. In particular and without limitation,you agree not to use the Services to transmit or store any content or communication or engage in  any activity that is illegal, harmful, deceptive, unsolicited, or violates the rights or otherwise poses a threat to the public. This includes, but is not limited to actions that infringe or any copyright, patent, trademark, trade secret, or other intellectual property rights of others, or otherwise cause Text to become unable or impaired in its ability to provide the Service, including:

1. Interference with the Services or negatively impacting any aspect of the Services or any third-party networks linked to the Services, infringing the rights of any third-party, breaching the terms of use of any Third-Party Services or Third-Party Components linked or connected to the Service, or disrupting the integrity or performance of the Services, including without limitation endangering, interfering with, compromising or circumventing the privacy, use, and/or security of the Services, submitting data or content that may contain viruses or other harmful components;

2. Hindering the functionality of the Services, including reverse engineering, hacking, copying, translating, disassembling, or decompiling of the Services, or creating derivative works in whole or in part, based on them.This also includes attempting to gain unauthorized access to the Services (or any portion thereof), or related Text’s systems, networks, or data;

3. Creating a false identity or any attempt to mislead others as to the sender, or the origin of any data or communications, or masking the origin of any data, content, or other information you submit as well as creating or distributing content through our Services that misinforms, misrepresents, or otherwise misleads others. This includes “spoofing,” “phishing,” manipulating headers or other identifiers, impersonating others, or accessing the Services via another Customer’s Account without their permission;

4. Using Services in a way that violates the rights or freedoms of others or breaches any laws.This includes failing to inform End-Users about the usage of the Services, as well as failing to obtain required consent for transmitting, recording, collecting, or monitoring data or communications, and sharing offensive, harmful or illegal content on the Services. Additionally, using the Services for benchmarking or any other purposes that could harm Text’s business operations or reputation is prohibited.

5. Using the Services for automated decision-making in sensitive domains-such as finance, healthcare, legal, employment, housing, insurance, and social welfare-where such decisions could have material impacts on individual rights or well-being.

6. Misrepresenting to any party, including End-Users or other recipients, that any content generated by AI, including chats or AI bot scenarios within your Account, and any portion of AI-driven aspects of the Services, was performed by a human or is human-generated. This restriction applies exclusively to AI-generated content or scenarios and does not extend to parts of the Services or interactions that are expressly delivered by humans.

7. Allowing or encouraging others to commit any of the actions listed above.

We will notify you through appropriate means of any significant changes to these rules for using your Account and the Services.

3.5. Text operates under U.S. laws. By using Text Services, you represent and warrant that you are not located in, or acting on behalf of, any country or region subject to U.S. sanctions (e.g., Cuba, Iran, North Korea, Syria, Russia, Belarus), and that you are not on any U.S. restricted party list. If you or anyone using the Services violates these restrictions, you agree to notify us immediately and cease all use of the Services.

3.6. The Customer is responsible for procuring and maintaining the network connections that connect your network to the Services, including, but not limited to, browser software that supports protocols used by Text, and to follow Text’s procedures for accessing the Services. It is your responsibility to ensure each of your Account is compatible with the then-current Services. We are not responsible for notifying Customer, Authorized-Users, Guest-Users or End-Users of any upgrades, fixes, or enhancements to the Services, any such software, or for any compromise of data, including Customer Data, transmitted across computer networks or telecommunications facilities (including, but not limited to, the Internet) which are not owned, operated, or controlled by Text. We have no responsibility for the reliability or performance of any network connections as described herein.

3.7. You agree to use the Services exclusively for your legitimate business purposes, provided that such activities are lawful and do not violate the Agreement, Services descriptions, or the accompanying documentation, and do not conflict with Text’s commercial and legal rights. Prior written consent from Text is required for any non-business use of the Services.

3.8. You acknowledge and agree that it is your sole responsibility to ensure that the use of the Services complies with all applicable laws and regulations and your obligations under the Agreement. Failure to do so by the Customer, its affiliates, Authorized-Users, or End-Users, Guest-Users or any other authorized representatives of the Customer, particularly in relation to the following violations, will be deemed a breach of the Agreement and may result in certain actions from Text, as described in the Agreement:

1. Any unauthorized use of the Services, including but not limited to, failure to comply with applicable laws, or any restrictions, or non-compliance with the Agreement; any breach of laws applicable to the Customer’s or its affiliates’s business in connection with the Services. This also includes violations of the terms of Third-Party Services or infringement of third-party rights in connection with the Services.

2. Any infringement of intellectual property rights (including patent, copyright, trademark, trade secret) or other private or proprietary right or personal interests of any person or entity, including but not limited to Third-Party Services and Third-Party Components providers, violated by the Customer Data.

3. Any unauthorized disclosure or breach of confidentiality obligations under the Agreement, including violations related to Customer Data. Due to the unique nature of Text’s Confidential Information, you acknowledge and agree that any material breach of confidentiality may cause irreparable injury to Text, and Text shall be entitled to seek immediate injunctive relief, in addition to other legal remedies, to address such breaches, as may be granted by a court of competent jurisdiction.

4. Any supply, disclosure, or processing of Customer Data, including Personal Data, in violation of laws applicable to both the Customer and Text.

5. Any defamatory, libelous, or slanderous statements made by you (your affiliates, Authorized-Users, or End-Users, Guest-Users or any other authorized representatives) in connection with the Services.

6. Any negligence or willful misconduct by you, your Authorized-Users, Guest-Users, employees, or personnel, your affiliates, or other authorized representatives.

7. Any improper use or disclosure of login credentials, or unauthorized access to the Services by any third-parties due to your actions or omissions, including failure to secure email accounts, unauthorized lending, sale, or granting of further licenses and sublicenses to the Services, or otherwise making the Services available to third-parties without Text’s express consent. 

8. Any content generated by AI, the use of chats or AI bot scenarios within your Account that do not comply with applicable laws, regulations, or industry standards, including data privacy. You acknowledge and agree that Text and its AI partners are not liable for the use of chats and automated bots that results in non-compliance with regulatory requirements.

9. Modifying or altering the purpose or intended use of the Services during the term of the Agreement or any applicable Order Form, without the prior written consent of Text. Misleading others regarding your relationship, cooperation, or association with Text, or falsely acting on behalf of Text without authorization.

3.9. If, at Text’s sole discretion, we determine that you (including your Authorized-Users, End-Users, or Guest-Users) have violated any of your obligations outlined in the Agreement, Text reserves the right to immediately suspend or terminate your Account, block or restrict access to the Services or your Account, or limit access to specific content in certain regions or for certain users, often in response to legal requirements or government requests (“Restrictive Actions”). We will notify you of such Restrictive Actions at our discretion, unless prohibited by law or law enforcement from doing so, particularly in cases of data disclosure requests. In addition, Text may take these Restrictive Actions without prior investigation, especially if, in our sole discretion, we determine that you jeopardize the operation of our business, the Services of other users, the rights and freedoms of any third-party, or if there is reasonable suspicion or credible information indicating faulty or unlawful use of the Services by the Customer, its Authorized-Users, Guest-Users, or End-Users, or in cases of serious threat of danger or imminent harm. Please note that such Restrictive Actions are not based on algorithmic decision-making mechanism and may cover additional circumstances beyond those outlined above, evaluated on a case-by-case basis to ensure the safety, security, and integrity of the Services, or any portion thereof. Upon taking any of the Restrictive Actions mentioned above: (i) you may not have any further right to access or use the Services, and (ii) Customer Data associated with the relevant Services may be deleted or become inaccessible. The duration of any suspension may vary and can be either temporary or permanent. Under no circumstances shall Text be liable to you or any third-party for any consequences resulting from any Restrictive Actions taken under this paragraph.

3.10. You agree to indemnify, defend, and hold harmless Text, its affiliates, licensors, business partners, and their respective personnel from and against any and all claims, losses, liabilities, damages, demands, judgments, actions, fines, penalties, and related expenses (including reasonable attorneys’ fees) asserted against or incurred by Text or agreed in settlement by Customer (including reasonable attorneys’ fees) arising out of, or related to the Agreement or applicable laws.

4. Third-Party Services; Third-Party Components

4.1. You may link the Services to certain third-party websites and other third-party providers that offer certain functionalities or services (collectively, “Third-Party Services”). You hereby acknowledge that Text has no control over such Third-Party Services, and further acknowledge and agree that you are responsible for receiving End-Users consent or fulfilling obligations required by applicable law and Text is not responsible  for the privacy, security or integrity of any Third-Party Services or the practices and policies of any Third-Party Services or for the availability of Third-Party Services, and does not have responsibility or liability for any goods, services, content, advertisements, products, or any materials available on and/or through such Third-Party Services. Most Third-Party Services provide legal documents, including terms of use and privacy policy, governing the use of each such Third-Party Services, their contents and services. We encourage you to read these legal documents carefully before using any such Third-Party Services. You acknowledge and agree that Third-Party Services, including Sub-Processors, may process data they collect or access, including Client Personal Data, to provide, maintain, and support the Services.These Third-Party Services may also process this data for their own purposes and legal grounds, such as improving their services, performing analytics, or pursuing other legitimate business purposes, as described in their respective privacy policies. Third-Party Services are provided on an “as is” and “as available” basis and Text may discontinue linking the Services to Third-Party Services at any time without entitling you to any refund, credit or other compensation. Text shall not be responsible or liable in any way, directly or indirectly, for any harm, damage, loss, lost profits, special or consequential damages or claims arising out of or in connection with the installation, use or reliance on the performance of any Third-Party Services. You accept and agree that once you connect the Services to Third-Party Services, such Third-Party Services may automatically download and upload certain data, traffic and updates under your Account used for the installation, operation and configuration of the Services, as necessary to provide and maintain Third-Party Services and enforce its respective policies.

4.2. You further acknowledge and agree that Text shall not be responsible or liable, directly or indirectly, for any damage or loss whatsoever caused, or alleged to be caused, by or in connection with the use of or reliance on any goods, services, content, products or other materials available on or through any Third-Party Services. Specifically, any content generated by Third-Party Services, including but not limited to AI-driven services, may incorporate third-party rights or be subject to other legal requirements. Therefore, Text does not grant any rights to the content generated by such Third-Party Services. You acknowledge that any content produced by AI-driven services may not be unique and may be similar to or identical to content generated for other users. Furthermore, AI-driven services may provide inaccurate, outdated, or inconsistent information. You are responsible for verifying the accuracy, legality, and appropriateness of any content generated by these services before using it. We do not guarantee the accuracy or reliability of AI-driven services; thus, we are not liable for any errors or inaccuracies it may produce. The Services may use or include third-party software, files and components that are subject to open source and third-party license terms (“Third-Party Components”). Your right to use such Third-Party Components as part of, or in connection with, the Services is subject to any applicable acknowledgements and license terms accompanying such Third-Party Components, contained therein or related thereto. If there is a conflict between the licensing terms of such Third-Party Components and these Terms of Use, the licensing terms of the Third-Party Components shall prevail only in connection with the related Third-Party Components. These Terms of Use do not apply to any Third-Party Components accompanying or contained in the Services and Text disclaims all liability related thereto. You acknowledge that Text is not the author, owner or licensor of any Third-Party Components, and that Text makes no warranties or representations, express or implied, as to the quality, capabilities, operations, performance or suitability of Third-Party Components. Under no circumstances shall the Services or any portion thereof (except for the Third-Party Components contained therein) be deemed to be “open source” or “publicly available” software.

5. Ownership and Confidentiality

5.1. We exclusively own and retain all rights, titles, interest and intellectual property rights in and to the Services, the data, documentation, material, features and the underlying software and technology (including Sites) used to deliver any Services and other materials made accessible or available by the Text under the Customer’s Account, all as may be updated, improved, modified, replaced, enhanced or discontinued at our sole discretion and without liability any time and further to the brand names, logos and trademarks related to the foregoing (“Content”).

5.2. For the avoidance of doubts, Parties agree that any Confidential Information or portion of it, whether written or oral, provided by Text is disclosed to the Customer, solely for informational purposes under the confidentiality terms herein. 

5.2.1. This disclosure confers no rights to use or further disclose Confidential Information by the Customer to any third-party without the prior written consent of Text The Customer acknowledges and agrees that such Confidential Information is the sole and exclusive property of Text and all Confidential Information and derivations thereof shall remain Text’s sole and exclusive property. No license or other rights to such Confidential Information or Text’s intellectual property is granted or implied hereby to the Customer.

5.2.2. The Customer agrees to take all required precautions to protect the confidentiality of the provided Confidential Information of Text The Customer agrees to prevent any unauthorized use, disclosure, dissemination, attempts to access, modification of Confidential Information or otherwise making it available to any third-party. With the prior written consent of Text, the Customer may disclose Confidential Information to its affiliates, officers, directors, employees, subcontractors, agents, or prospective financing sources or acquirers who need to know such information in connection with this Agreement and who are bound by written agreements requiring the protection of Confidential Information that are at least as protective as the terms herein. The Customer shall not use the Confidential Information for any purpose other than as expressly permitted under this Agreement, without the prior written consent of the Disclosing Party. The Customer agrees, at its sole expense, to take commercially reasonable measures (including, but not limited to, court proceedings) to restrain its authorized personnel from prohibited or unauthorized disclosure of the Confidential Information.

5.2.3. If the Customer is compelled by law to disclose Confidential Information of Text, it shall provide Text with prior notice of such compelled disclosure (to the extent legally permitted) and shall provide Text with reasonable assistance.

5.2.4. These confidentiality provisions herein shall remain in effect for the duration of the Agreement, but the obligations of the Customer with respect to the Confidential Information shall survive for a further 3 (three) years after the termination of the Agreement. Upon termination of the Services and at any time upon the request of Text, the Customer shall immediately return all Confidential Information to Text, and destroy all Confidential Information of Text, including all copies thereof and notes and other materials incorporating such Confidential Information, whether in physical or electronic. However, the Customer shall not be required to return or destroy electronic copies that are automatically stored in accordance with the Customer’s generally applicable backup policies and which are not reasonably accessible by the Customer. All Confidential Information not returned by the Customer under this section shall remain subject to the obligations set forth herein, notwithstanding the expiration or termination of this Agreement, so long as it remains undeleted.

5.3. You may provide or we may ask you to provide us (or other entities offering Services integrated with us) from time to time enhancement requests, ideas, corrections, improvement, comments, surveys, suggestions or recommendations or other feedback regarding the Services or the Sites operated by us (“Feedback”).  If you provide us with any Feedback, then you grant us a worldwide, non-exclusive, perpetual, irrevocable, transferable, sublicensable, royalty-free right to use, reproduce, distribute, publicly display, perform or otherwise exploit and incorporate Feedback in whole or in part into the Services or Sites and otherwise dispose of and support our products and services embodying such Feedback in any manner and via any media as we see fit. This right is granted without any restriction or obligation for the purpose of operating, developing, providing, promoting, and improving the Services or Sites, including researching, developing new ones, and assisting us in our marketing efforts.

5.4. The Customer shall indemnify, defend, and hold harmless Text (including its affiliates and representatives) from and against any and all losses, damages, demands, claims, actions, liabilities, fines, penalties, and related expenses (including reasonable legal fees) asserted against or incurred by Text or agreed in settlement by Customer (including reasonable attorneys’ fees) arising out of, or related to the following: the improper use or disclosure of login credentials by the Customer, its Authorized-Users, or Guest-Users unauthorized use of the Services by the Customer, its affiliates, Authorized-Users, or End-Users, Guest-Users or any other authorized representatives of the Customer; as violation of applicable terms of a Third-Party Services and Third-Party rights, any breach of laws applicable to the Customer’s or its Affiliates’s business in connection with the Services; the supply, disclosure, or processing of Customer Data, including Personal Data in violation of laws applicable to the Customer and Text; and all claims related to the breach of the confidentiality obligations, infringement of intellectual property rights (including patent, copyright, trademark, trade secret) or other private or proprietary right or personal interests of any person or entity, including but not limited to Third-Party Services and Third-Party Components providers, violated by the Customer Data; any negligent or wrongful acts or omissions by the Customer, its affiliates, Authorized-Uses, End-Users, Guest-Users, or other authorized representatives. Additionally, due to the unique nature of the Text’s Confidential Information, the Customer hereby agrees and acknowledges that any material breach of the confidentiality may cause irreparable injury to Text, and Text shall be entitled, in addition to all other potential rights and remedies available at law, to seek immediate reasonable injunctive relief against the Customer to the extent of actual damage caused by such breach as may be granted by a court of competent jurisdiction.

6. Fees and Payment Terms

6.1. You acknowledge and agree to pay fees in accordance with the then-current effective rates placed on the Sites applicable for your Services unless otherwise set forth in an Order Form, if any. Any promotions, discounts, or bonuses are applicable only to the Subscription Period during which they were offered. Upon automatic extension of the Agreement for any subsequent periods, standard, current, and up-to-date rates will apply, and any discounts granted may vary unless otherwise agreed.

6.2. The usage of the Services available on the particular Sites is free of charge for some period of time depending on the Services.

6.3. All payments shall be non-cash transactions, conducted electronically by external professional entities. The Customer acknowledges and agrees that Text shall send invoices and payment reminders exclusively by electronic means. The receipts for all payments will be provided electronically and stored in the Customer’s Account.

6.4. If Text has not received payment within the due date set forth in the invoice and without prejudice to any other rights and remedies of Text under this Agreement or law, we may, without liability to the Customer: (i) suspend access, including by disabling the Customer’s password and Account, to all or part of the Services and we shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (ii) charge interest from the day on which the Fees are due at a rate no higher than the maximum legal rate permissible under applicable law.

6.5. The Customer is responsible for providing complete and accurate billing and contact information to us and notifying us of any changes to such information.

6.6. In addition, Text, at its sole discretion, may change the remuneration with prior notice, including, without limitation, in the event of further development and/or the expansion of the Services offered by Text.

6.7. Unless expressly agreed otherwise, all amounts stated in the Agreement or Order Form or the price list are exclusive of any taxes, levies, duties or similar governmental assessments of any nature, other charges, domestic or foreign-imposed by any federal, state, or local tax authority with respect thereto including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (​​collectively, “Taxes”). The Customer is responsible for paying all Taxes associated with the Customer’s purchases hereunder. All fees payable by the Customer shall be paid without any right of counterclaim or set-off, and without any deduction or withholding on any grounds whatsoever, save only as required under applicable law. If any such deduction or withholding is required under applicable law, the Customer shall pay the amount necessary to ensure Text will, after any such deduction or withholding has been made, receive an amount equal to the amount Text would have received absent of such deduction or withholding. All fees payable by the Customer for the Services in line with the current price plan, unless otherwise agreed, will be increased with the amount of any applicable tax. If Text has the legal obligation to pay or collect Taxes for which the Customer is responsible under Clause 6, Text will issue an invoice to the Customer and the Customer will pay that amount unless the Customer provides Text with a valid tax exemption certificate authorized by the appropriate taxing authority.

7. Subscription

7.1. Regardless of the billing cycle, we provide no refunds, no right of set-off, or credits for any unused time of the Services for whatever reason prior to the end of the Subscription Period (as defined below), breach of this Agreement and/or applicable law.

7.2. There will be no exceptions in order to treat all Customers equally and to keep our administrative costs low for the ultimate benefit of our Customers.

7.3. Subscription availability details for the Trial Services are as follows:

7.3.1. After signing up, the Customer gets access to a new, fully-functional trial Account without charge and valid for some period (depending on Services) to get to know Services well before subscribing to Paid Subscription. Trial Services are subject to the Agreement. During a trial, a credit card is not required.

7.3.2. To be eligible for the Trial Services, you must be a new Customer and sign up for the Services for the first time. Trial Services are provided on an “as-is” and “as - available” basis without any warranty of any kind not expressly stated therein, and the Company does not represent or warrant to the Customer that: (a) Customer’s use of the Trial Services will meet Customer’s requirements, (b) Customer’s use of the Trial Services will be uninterrupted, accurate, secure, accessible or free from error.

7.3.3. The Customer agrees that the Company will not be liable to the Customer or any third-party arising out of, or in connection with Trial Services. In particular, the Company shall have no indemnification obligations, nor liability of any type, with respect to the Trial Services unless such exclusion of liability is not enforceable under applicable law, in which case the aggregated Company’s liability (section 10) with respect to the Trial Services shall in no event exceed $1,000.00.

7.3.4. Notwithstanding anything to the contrary in points 7.3.2. and 7.3.3. above, the Customer shall be fully liable to the Company for any damages arising out of or related to Customer’s use of the Trial Services, any breach by Customer of the Agreement, applicable laws or generally accepted standards and principles and any of Customer’s indemnification obligations hereunder.

7.3.5. The right to use Trial Services is valid only for the designated period determined by Text, at its sole discretion, and is designed to allow You to evaluate the Services during such period. Text may, in its sole discretion, at any time prior to or during such period, discontinue provision of the Trial Services and terminate the right to use the Trial Services with immediate effect. Upon expiration or termination of such period, Your rights under these Agreement with respect to such terminated or expired Trial Services shall terminate.

7.4. Subscription availability details for Free of charge Services are as follows:

7.4.1. If the Customer uses any Services that are free of charge, all the provisions applicable to trial Accounts apply accordingly.

7.5. Subscription availability details for Paid Services are as follows:

7.5.1. Upon the end of Trial Services, if the Customer wishes to continue using the Services, the Customer will be requested to provide payment details to make a subscription fee according to the currently effective rates placed on the applicable Sites. The Customer is responsible for all charges in its Account. We do not offer refunds and/or pro-rata refunds on already processed payments and this policy is the same for all Customer.

7.5.2. The Agreement shall be concluded for the term specified by the Customer or as defined in an applicable Order Form (“Subscription Period”). The term of the Agreement is automatically extended for subsequent periods equal to the expiring Subscription Period unless otherwise agreed or the Account has been closed.

7.5.3. Paid services may be discontinued at any time: (i) by you when you close your Account. Prior to closing the Account, it is your responsibility to notify us on chat about your decision and follow the appropriate steps for closing the Account in accordance with the Services you’ve subscribed to. Closing the Account means that further use of the Services using the existing password and login will no longer be possible, and after closing the Customer Account, it will cease to work immediately; (ii) we can close or suspend the Paid Services or any part or function thereof, without prior notice to you, due to a breach of any provision of this Agreement, applicable law, as well as faulty or unlawful use of the Services by the Client, its Authorized-Users, Guest-Users or End Users. None of the above methods of closing or suspending the Account before the end of the Subscription Period for which the payment was made shall oblige Text to refund the amount for the unused period.

7.5.4. If you request to discontinue the Services but modify your subscription before the Account is closed, such as by adding a new Authorized-Users, the Account closure will be canceled, confirming the continuation of your subscription, and prorated charges based on the increased usage from the modification date will apply.

7.5.5. Text has no liability of any kind for any damages suffered by the Customer, its Authorized-Users, Guest-Users or End-Users, or any other third-party arising due to the suspension or closing of the Account by the Customer, or by the Company.

7.6. Subscription availability details for Beta Features and Services are as follows:

7.6.1. Text may offer specific products, features, or components of Services in various stages of development, which could be in a closed or open versions,  or other pre-release forms, with or without any designation, each identified as a “Beta Features and Services” and is not considered as part of the Services under this Agreement. 

7.6.2. Access to any Beta Features and Services by Customer: (i) is provided solely for testing, evaluation, and feedback purposes, (ii) along with any data submission and processing through it, is completely voluntary and entirely at Customer’s discretion and by participating, Customer explicitly permits Text and its authorized partners to access Customer Data linked to their Customer Account to support data processing practices described in Privacy Policy, and facilitate the delivery, improvement, performance, or addressing potential issues of the Beta Features and Services. While engaging with any Beta Features and Services, Customer accepts all risks and full responsibility for any use of the Beta Features and Services and agrees to treat any information received or created regarding the characteristics, features or performance of Beta Features and Services as confidential and not to disclose it, except as required by law. 

7.6.3. In some instances, we may charge a fee for accessing Beta Features and Services, but the terms stated in 7.6 herein will continue to apply.

7.6.4. Text retains the exclusive right to determine the duration of the Beta Features and Services period, and may at any time, without prior notice or liability to you or any third-party, temporarily or permanently discontinue, suspend modify the Beta Features and Services, or delete any Customer Data within the Beta Features and Services or decide not to make any Beta Features and Services generally available to you as Services or any part thereof. If the Beta Features and Services becomes generally available, we may issue separate terms for its use. 

7.6.5. Customers are encouraged to provide suggestions, comments or other feedback on the Beta Features and Services, including ideas for modifications and enhancement, and to report any issues or difficulties encountered, all of which will be considered “Opinions”. By providing Opinions, you irrevocably grant Text a worldwide, royalty-free, sublicensable and transferable right to use, incorporate and otherwise exploit your Opinions and its embodiment for further development of Beta Features and Services, or incorporation into Services or Sites, either in whole or in part, including reproducing, distributing, creating derivative works of, publicly displaying, performing, or otherwise exploiting Opinions in any form and through any media we deem appropriate, without any payment or compensation to you. You expressly acknowledge that any product modifications, upgrades, features, or functionality developed using your Opinions will remain the sole intellectual property of Text.

7.6.6. You acknowledge and agree that Beta Features and Services may be inoperable, incomplete, or subject to frequent changes and has not been fully tested; it is provided as-is and as-available without warranties of any kind, either express or implied, and Text has no obligation to provide maintenance, updates, or bug fixes in Beta Features and Services, which may result in limitations, delays, and other problems inherent in its use.

7.6.7. To the fullest extent permitted by applicable law, we disclaim all obligations or liabilities with respect to Beta Features and Services, including any support, warranty, and indemnity obligations of any kind. Text expressly disclaims any obligation to provide maintenance, updates, support, or corrections to any bugs, defects, or errors in the Beta Features and Services.

7.6.8. We have no liability to you or any third-party, whether in contract, tort, or otherwise, for any harm or damage, arising out of or in connection with your use of the Beta Features and Services. WE HAVE NO OBLIGATION TO DEFEND, INDEMNIFY, OR HOLD YOU HARMLESS FOR ANY CLAIMS BROUGHT BY YOUR OR THIRD-PARTIES ARISING FROM OR RELATED TO  YOUR USE OF THE  BETA FEATURES AND SERVICES. NOTWITHSTANDING ANYTHING ELSE IN THIS SECTION 7.6, TEXT’S MAXIMUM AGGREGATE LIABILITY AND THAT OF ITS SUPPLIER RELATING TO YOU FOR ANY AND ALL DIRECT DAMAGES IN RESPECT OF BETA FEATURES AND SERVICES REGARDLESS OF THE NATURE OF THE CLAIM OR THEORY OF LIABILITY IS EXPRESSLY LIMITED TO US$100.

8. Warranty

8.1. We represent and warrant to the Customer that (i) during the term of the Agreement or Order Form, Text will perform its operations in a manner to ensure accessibility and continuity of offered Services in accordance with their use and purpose and (ii) any support performed by or on behalf of Text under the Agreement, if any, will be performed in a professional and workmanlike manner and by personnel that has the necessary skills, training and background to perform such support. If a Services is, or in Text’s opinion is likely to become, the subject of a claim, suit, or proceedings of infringement, Text may in its sole discretion and at no cost to You: (i) procure the right to continue using such Services; (ii) replace or modify the Services to make it non-infringing (even if that modification materially impacts the value or utility of the Services), or (iii) terminate the Agreement or any affected Services.

8.2. You acknowledge and agree that Services or any portion of it and any Content accessed by you through the Sites is (i) provided on an “as is” and “as available” basis and may change or discontinued over time at our sole discretion and (ii) without any and all warranties and representations of any kind whether express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement, title or arising by a course of dealing or usage of trade. In particular, due to the complexity of long-distance data transmission, there is no possibility of ensuring absolute accuracy, security, accessibility, integrity and continuity of the provided Services. You understand that use of the Services necessarily involves transmission of your data over networks that we do not own, operate or control, and we are not responsible for any of your data lost, altered, intercepted or stored across such networks. We do not make or give any representation or warranty that your use of the Services, Sites or Content, or any portion of them will always be available, accessible or uninterrupted, timely, secure, error-free or free from viruses or other malicious software, that we will preserve or maintain your data without loss, that transmission of you data will always be secure or that unauthorized third-parties will never be able to defeat our security measures or those of our third-party service providers, that any error, bug or problem be resolved or that they will meet the Customer’s requirements and no information or advice obtained by you from us or through the Services shall create any warranty not expressly stated in the Agreement. We do not guarantee any minimum response times or delivery times in connection with performance of the Services. We may perform scheduled or emergency maintenance (including temporary suspension of any Services if necessary) to maintain or modify any Services without previous notice given to you and without any liability on our side.

8.3. In no event will Text have any obligation or liability arising from (i) use or inability to use of any Services in a modified form or in combination with materials not furnished by Text; (ii) statements or conduct of any third-party on or in the Services, (iii) any Customer Data (iv) any failure by Customer to comply with Customer’s responsibilities under this Agreement; and (v) for delays, interruptions, service failure or other problems inherent in use of the internet and electronic communication or other outside our reasonable control, (vi) use by Text of any equipment or specification provided by Customer and per Customer’s instructions, for the provision of any support or implementation services, (vii) damages suffered by the Customer, Authorized-Users, Guest-Users or End-Users, or any other person or entity having arisen due to the third-party claims, suspension or closing of the Account by the Customer or the Company, or for other reasons arising from the Customer’s fault; (vi) damage incurred by the Customer, Authorized-Users, Guest-Users, End-Users, or any other person or entity as a result of Customer’s third-party usage of Services that enable or prevent the Customer or Authorized-Users, Guest-Users or End-Users from accessing the provided Services; (viii) damages caused by the Customer or the impossibility to use Services, incidental and consequential damages, including damage actually suffered, the loss of expected profits/benefits, data loss, damage or computer crash, the costs of substitute equipment and software, shut-down, or company reputation infringement;

8.4. Text advises the Customer that a number of factors outside of Text control may arise and impact the quality of our Services and your access and/use of our Services, including, without limitation, actions of third-parties who do not act on behalf of Text, force majeure, fires, strikes, accidents, pandemic, and technical conditions beyond the control of Text, e.g. the Internet. The hardware, software, and technical infrastructure used by the Customer can also influence the Services. Any delay or default affecting the availability, functionality, or timely performance of the Services caused by such circumstances will not constitute a breach of the Agreement. The Customer acknowledges that there may be instances where the Services may become temporarily unavailable due to scheduled maintenance, system upgrades, technical difficulties. Text shall make reasonable efforts to minimize any disruption to the Services and shall promptly resolve any issues causing the unavailability. However, the Customer acknowledges and agrees that occasional interruptions or unavailability of the Service may occur and does not constitute the breach of the Agreement. Text shall not be held liable for any damages, losses, or inconvenience caused by such temporary unavailability of the Services.

8.5. Under this Clause 8,  in the event of non-conformance with the guarantee, Company shall, at its sole discretion, use commercially reasonable efforts to correct such non-conformance by repairing or re-performing or removing it. THESE REMEDIES SHALL BE THE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND TEXT’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED GUARANTEE UNDER THIS CLAUSE.

9. Liability

9.1 Limitation on Liability. To the fullest extent permitted by law, in no event shall Text be liable under this Agreement for any indirect, incidental, special, consequential or exemplary, or punitive damages, including but not limited to, damages for loss of profits, goodwill, use, business, revenues, data or other intangible losses, in each case, even if the party knew or should have known that such damages were possible and even if a remedy fails of its essential purpose.

9.2 Limitation on amount of Liability. Text shall only be liable for finally reworded, direct damages excluding any situation for which we are not responsible or situations explicitly excluded under this Agreement or which are caused by events beyond reasonable control. However, in no event, shall Text’s aggregate liability the Customer arising out of or related to the Agreement and/or any applicable Order Form exceed the amount paid by the Customer to Text hereunder for the Paid Services during the maximum 12 (twelve) months prior to the liability event. The foregoing limitation will not limit the Customer’s payment obligations under the Agreement. The existence of one or more causes of action under this Agreement shall not increase Text’s liability.

10. Final provisions

10.1 If any term or provision of the Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of the Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

10.2 The term of any document applicable to the Customer will follow the term of the Agreement or Order Form. If there is any conflict between different Text’s terms, the following rules must be applied: a) the provisions of Order Form (if any) take precedence over those set out in the Agreement to the extent of such conflict or inconsistency; b) the provisions set out in DPA related to Personal Data will take precedence over the terms of the Agreement to the extent of such conflict or inconsistency.

10.3 Governing Law. The Agreement and all matters relating to it shall be governed by the laws of the State of Massachusetts, United States of America, without giving effect to any principles of conflicts of law. The sole and exclusive jurisdiction and venue for any suit, action, or proceeding arising out of the Agreement shall be an appropriate federal or state court located in the State of Massachusetts, and the Parties agree not to raise, and hereby waive, any objections or defences based upon venue or forum non-conveniens. Any claims, disputes, disagreements or other matters in question arising out of or relating to this Agreement (“Claim”) shall be primarily resolved amicably by mediation within thirty (30) days of the receipt of such notice.