Last Updated: January 31, 2020
Welcome to TextP2P! We are so glad that you’re interested in learning about our products. This is our terms of service, which governs all use of the services provided by TextP2P, LLC (“TextP2P,” “Company,” “us,” or “we”).
The following terms and conditions, together with any documents that are expressly incorporated by reference herein, govern your access to and use of TextP2P.com (the “Website”), including the TextP2P Platform (the “Platform”), or any other of TextP2P websites, SMS, APIs, email notifications, applications, buttons, widgets, transmission of any messages and any other content, functionality, use, and services offered on or through the Website or through TextP2P, LLC (collectively, the “Service” or “Services”).
*IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE, OR CEASE YOUR USE OF, THE SERVICES. BY CONTINUING TO USE THE SERVICES, YOU ARE CONFIRMING YOUR CONSENT AND AGREEMENT TO BE BOUND BY THE MOST RECENT TERMS OF SERVICE.
This Website is offered and available to users who are eighteen (18) years of age or older, and reside in Canada, the United States, or any US territories or possessions. By using this Website or any of TextP2P’s Services, you represent and warrant that you are 18 years of age or older, have legal capacity to form a binding contract with TextP2P and are conducting business with TextP2P solely. If you do not meet all of these requirements, you must not access or use the Website or the Services. If you are using the Website or any of the Services on behalf of a company, organization, government, or other legal entity, you represent and warrant that you are authorized to do so. You may use the Website and the Services only in compliance with these Terms of Service and all applicable local, state, national, and international laws, rules, and regulations.
Terms Applicable to the Purchase of Subscriptions to the Platform and Services
A. Generally. To purchase access and use of the Platform and gain access to our Services, you must be at least eighteen (18) years of age or the applicable age of majority in your jurisdiction of residence and authorized to bind the specific entity on whose behalf you are accessing and using the Platform or obtaining Services (if applicable). Prior to the purchase of access to the Platform or our provision of the Services, unless we make alternative payment arrangement with you, you must provide us with a valid credit card number and associated payment information including all of the following: (i) your name as it appears on the card, (ii) your credit card number, (iii) the credit card type, (iv) the date of expiration, and (v) any activation numbers or codes needed to charge your card. By submitting that information to us or our third party credit card processor, you agree that you authorize us and/or our processor to charge your card at our convenience but within thirty (30) days of credit card authorization. For the specific subscription to the Platform/Services which you order, you agree to pay the price applicable (including any sales taxes and surcharges) as of the time you submit the order. TextP2P or our third party credit card/payment processor will automatically bill your credit card or other form of payment submitted as part of the order process for such price. Please be aware that the text/SMS standard permits only 160 characters in an individual message. The submission of a seemingly-valid text/SMS message or call will cause an associated quantity of credits to be debited from your account. Accordingly, the submission of a seemingly-valid text/SMS message or campaign exceeding 160 characters will yield distinct, individually debited messages, each of 160 characters or less, together comprising the original message. Please be aware that the MMS standard permits only 1600 characters in an individual message. The submission of a seemingly-valid MMS message or campaign will cause an associated quantity of credits to be debited from your account. Accordingly, the submission of a seemingly-valid MMS message or campaign exceeding 1600 characters will yield distinct, individually debited messages, each of 1600 characters or less, together comprising the original message. A Ringless Voicemail call or campaign will also cause an associated quantity of credits to be debited from your account. You can obtain the status of your account at any time through the online interface.
B. Subscription Term and Termination. Except in the event of a free trial offer, your subscription to the Platform (including all Services available through the Platform and otherwise) will commence as of the date your payment for a subscription is received by TextP2P. Your subscription (as applicable) will continue in full force for the length of the term you specifically purchased and if no specific length of time is specified will be on a month-to-month basis until such time as the Customer cancels the subscription as further explained below and will be limited by the number of credits/month identified on the Site when you purchase your subscription (the “Subscription Term“). In the event that a Customer cancels a subscription in the middle of their Subscription Term, the Customer will not be entitled to receive a refund for the unused portion of the remainder of that Subscription Term. TextP2P will have the right, upon written notice to Customer, to terminate these Terms, and suspend a Customer’s access to their subscription to the Platform and Services, if: (a) any Customer fails to pay TextP2P any amount due to TextP2P under these Terms; and/or (b) the Customer materially breaches any term or condition of these Terms. TextP2P shall have the right to terminate these Terms and immediately suspend a Customer’s access to the Platform and Services and/or suspend the provision of Services for non-payment. To the extent that your credit card on file with TextP2P is declined for any reason, TextP2P reserves the right, without notice, to immediately close your account, delete any data stored in your account and release your virtual phone numbers to other users. Upon the expiration or termination of these Terms for any reason, Customer’s access to, and use of, the Platform and Services will terminate and you will no longer be charged for continued access.
C. Free Trials/Promotional Offerings. We may offer promotional trial subscriptions to access the Platform and Services for free for a limited time or at special discounted prices. If you sign up for a trial use, your rights to use the Platform and Services are limited by the terms of such trial and will renew on the terms of your trial arrangement and/or any applicable Additional Terms. This means your subscription service will automatically start with a base “Starter Package” at the completion of the trial period, and this is when your credit card will be initially charged for debit. Please be aware that when you sign up for a free trial, you may be required to provide your credit card number and TextP2P will confirm your credit card is valid. When we process your credit card, some credit card companies may place a temporary hold on your account for your first payment. Please contact your credit card company if you have questions. Please note that we do not provide price protection or refunds in the event of a price drop or promotional offering.
D. Auto-Renewal of Membership. Your subscription to the Platform and Services will automatically renew at the end of your Subscription Term continuously without action by the Customer, and the membership fee is charged to the member at the time of renewal. To the extent your Subscription Term is on a month-to-month basis, your subscription will automatically renew one (1) month from your “go live” date and every month thereafter until you cancel as set forth in Section E below. If your fee (as posted on the Platform at time of sign-up) has been paid, you are entitled to all privileges included in the membership until the membership is cancelled as set forth herein. By providing your payment method information for your subscription, you are agreeing to pay a subscription fee, that will automatically renew, at the then current rate, unless you cancel prior to the expiration of the current Subscription Term, and any applicable taxes and service fees (collectively, “Fees“). The Fees will be charged to your original payment method automatically at the beginning of your Subscription Term, and at the beginning of each renewal Subscription Term thereafter on the calendar day corresponding to the commencement of your current Subscription Term, unless you cancel your subscription or your account is suspended or terminated pursuant to these Terms. The renewal Subscription Term will be the same length as your initial Subscription Term unless otherwise disclosed to you at the time of sale. The rate for the renewal Subscription Term will be the then current subscription-rate. The Fees charged to your payment method may vary from Subscription Term to Subscription Term due to changes in your subscription plan or applicable taxes, and you authorize TextP2P to charge your payment method for these amounts. TextP2P reserves the right to change the pricing of subscription at any time. In the event of a price change, TextP2P will post the new pricing on the Platform and attempt to notify you in advance by sending an email to the address you have registered for your account. You agree that we may change the pricing we charge you for your subscription and any Services offered in your subscription package by providing you with notice through an electronic communication from us and you agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You consent to our ability to change our pricing and the details of our subscription packages through an electronic communication to you. If you do not wish to accept a price or subscription package change made by us, you may cancel your subscription as described below, otherwise you will be deemed to have consented to the price/subscription package change and authorize TextP2P to charge the new Fees to your payment method. If there are any discrepancies in billing, you hereby waive your right to dispute such discrepancies if you do not notify TextP2P within thirty (30) days after they first appear on an account statement.
E. Termination/Cancellation of Subscription. You have the right and ability to cancel or otherwise upgrade/downgrade your subscription to the Platform and/or Services at any time upon using the functionality available in your account settings. If you are unable to log-in to your account, you may contact TextP2P by email at email@example.com. Unless in the instance we offer a thirty (30) day money back guarantee, cancellation of your subscription to access the Platform and Services any time after purchase will result in forfeiture of the remainder of your subscription fee. To avoid a late cancellation fee or forfeiture of the subscription renewal fee, your subscription should be cancelled prior to the end of the then current Subscription Term. There is no cancelation fee. Upon cancelation or non-payment by you, you will immediately lose the ability to send and receive calls and texts in your account, and lose areas of the Platform and utilization of our Services designated for subscribers only, any data stored in your account is immediately deleted and any of your assigned phone number(s) may be reassigned by us to other users. These Terms may be terminated by either party: (i) if the other party is in material breach of these Terms and the breach is not cured within thirty (30) days after written notice of the breach; or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. We reserve the right to immediately suspend your access to the Platform or provision of our Services if your credit card is declined or you have undisputed amounts more than ten (10) business days past due. We also reserve the right to suspend your access to the Platform or provision of the Services if we reasonably determine that you or any Authorized Users (as defined below): (i) use of the Platform or the Services disrupts or poses a security risk to the Platform or the Services, or may harm our systems or may subject us or any third-party to liability; (ii) are using the Platform (including our Services) for fraudulent or illegal activities; or (iii) are using the Platform (including our Services) in breach of these Terms. Upon expiration or receipt of notice of termination of these Terms, you will cease using and accessing the Platform, the Services and any licenses granted under these Terms will immediately terminate.
F. Methods of Payment, Credit Card Terms and Taxes. All payments must be made through a credit or debit card or other payment mechanism we accept at the time you sign up. We currently do not accept cash, personal or business checks or any other payment form, although in the future we may change this policy. Your card issuer agreement governs your use of your designated card, and you must refer to that agreement and not these Terms to determine your rights and liabilities as a cardholder. You represent and warrant that you will not use any credit card or other form of payment unless you have all necessary legal authorization to do so. YOU, AND NOT TEXTP2P, ARE RESPONSIBLE FOR PAYING ANY UNAUTHORIZED AMOUNTS BILLED TO YOUR CREDIT CARD BY A THIRD PARTY. You agree to pay all fees and charges incurred in connection with your purchases (including any applicable taxes) at the rates in effect when the charges were incurred. Unless you notify TextP2P of any discrepancies within thirty (30) days after they first appear on your credit card statement, you agree that they will be deemed accepted by you for all purposes. If TextP2P does not receive payment from your credit card issuer or its agent, you agree to pay all amounts due upon demand by TextP2P or its agents. Sales taxes, or other taxes, customs, import/export charges, or similar governmental charges are not included in the price of the products. You are responsible for paying any such taxes or charges imposed on your purchases, including, but not limited to, sales, use or value-added taxes. TextP2P shall automatically charge and withhold the applicable tax for orders to be delivered to addresses within and any states or localities that it deems is required in accordance with our order policy in effect at the time of purchase.
G. Refund Policy. All purchase transactions made through the Platform are subject to TextP2P’s refund policy in effect at the time of purchase. Currently, TextP2P’s refund policy is to not offer any refunds for any subscriptions purchased through the Platform, except in its sole and absolute discretion.
H. No Responsibility to Sell Mispriced Services. We do our best to describe every product or service offered on this Platform or as part of the Services as accurately as possible. However, we are human, and therefore we do not warrant that specifications or pricing on the Platform is complete, accurate, reliable, current, or error-free. In the event of any errors relating to the pricing or specifications of any item, product or service, TextP2P shall have the right to refuse or cancel any orders in its sole discretion. If we charged your credit card or other account prior to cancellation, we will issue a credit to your account in the amount of the charge.
Opening and Terminating Accounts
Your Use of Our Services Must Comply with the Law
- You agree to use the TextP2P Services in accordance with all applicable guidelines, as well as all state and federal laws that the services are subject to. In order to confirm your compliance with these Terms, so as to ensure that TextP2P is complying with national and international laws, we may, from time to time, periodically check the messages and broadcasts that you send.
- You further agree to learn about and comply with all applicable laws. You agree to familiarize yourself with and abide by all applicable local, state, national, and international laws and regulations pertaining to your use of our Services. You are solely responsible for all acts or omissions that occur under your account, including without limitation, the content of the messages and broadcasts that you create and initiate through our Services. The Telephone Consumer Protection Act (TCPA), Federal Trade Commission and Federal Communications Commission rules, the National DNC list registry rules, and various state laws, rules, and regulations place restrictions on certain types of phone calls and text messages. Without limiting the foregoing, you agree to familiarize yourself with the legal requirements triggered by any messages, calls, broadcasts, and campaigns transmitted through the TextP2P Services by visiting the following websites:
- Federal Trade Commission, http://www.ftc.gov
- Federal Communications Commission, http://www.fcc.gov
- National Do Not Call (DNC) Registry, http://www.donotcall.gov
- TextP2P is in no way attempting to interpret any laws, rules, or regulations. This information is provided merely as a courtesy, and it is not intended to replace your responsibility to familiarize yourself with and abide by the legal requirements pertaining to your messages, broadcasts, and campaigns prior to using the TextP2P Website or Services. You are ultimately responsible to make your own informed decisions regarding your messages, broadcasts, and campaigns.
- Prohibited Uses of Our Services. You accept that our Services are provided for professional use only, and you agree that your use of our Services shall not include:
- Sending unsolicited marketing messages or calls (i.e., spam);
- Sending any prohibited calls to life-line services, such as hospitals, fire, police, 911, or utility- related telephone numbers;
- Using strings of numbers, as it is unlawful to engage two or more lines of a multi-line business;
- Harvesting, or otherwise collecting, information about others without their consent;
- Misleading others as to the identity of the sender of your messages or broadcasts by creating a false identity, impersonating the identity of someone/something else, or by providing contact details that do not belong to you;
- Transmitting, associating, or publishing any unlawful, racist, harassing, defamatory, abusive, threatening, demeaning, immoral, harmful, vulgar, obscene, pornographic, or otherwise objectionable material of any kind;
Restrictions and Content Standards
- The restrictions and content standards apply to all User content, User contributions and use of TextP2P Services. You represent, warrant, and covenant that your User content and User contributions will, in their entirety, comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, when using the Services, you agree not to:
- Upload or transmit via the Service pornographic, threatening, embarrassing, hateful, racially or ethnically insulting, libelous, or otherwise inappropriate content;
- Use the Services for any purpose that is unlawful or is otherwise prohibited by these Terms;
- Use the Services in any manner that in our sole discretion could damage, disable, overburden, or impair it;
- Attempt to gain unauthorized access to the Services, or any part of them, other User accounts, computer systems or networks connected to the Services, or any part of them, through hacking, password mining or any other means or interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services;
- Modify the Services in any manner or form, or use modified versions of the Services, including but not limited to for the purpose of obtaining unauthorized access to the Services;
- Use any robot, spider, scraper, or other automated means to access the Services for any purpose without our express written permission, or bypass any measures we may use to prevent or restrict access to the Services;
- Impersonate another person or access another User’s User account without that User’s permission or to violate any contractual or fiduciary relationships;
- Share TextP2P-issued passwords with any third party or encourage any other User to do so;
- Misrepresent the source, identity, or content of User Data;
- Sending any prohibited calls to life-line services, such as hospitals, fire, police, 911, or utility- related telephone numbers;
- Modify, adapt, translate or create derivative works based upon the Services;
- Reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Services, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
- Rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Services to any third party; provide time sharing or similar services for any third party; or use the Services for any purpose other than your own internal business use;
- Remove, circumvent, disable, damage or otherwise interfere with security-related features of the Services, features that prevent or restrict use or copying of any content accessible through the Services, or features that enforce limitations on use of the Services;
- Access the Services if you are a direct competitor of TextP2P, except with TextP2P’s express prior written consent, or for any other competitive purposes;
- Collect or harvest any personally identifiable information, including account names, from the Services;
- Engage in spamming or other unsolicited advertising, marketing or other activities, including, without limitation, any activities that violate anti-spamming laws and regulations including, but not limited to, the CAN SPAM Act of 2003, the Telephone Consumer Protection Act, , the Do-Not-Call Implementation Act, the Telemarketing Sales Rule, 47 C.F.R. § 64.1200 et seq, or other state or local laws relating to calling or texting (collectively, “Calling Laws”);
- Send unsolicited or harassing messages (commercial or otherwise) including but not limited to unsolicited or unwanted phone calls, SMS/MMS messages, voice mail, or faxes;
- Make telephone calls without the prior express consent (or, if required, the prior express written consent) of the person called, as required for people who initiate calls using an automatic telephone dialing system under 47 C.F.R. § 64.1200 et seq.;
- Make phone calls or send SMS/MMS messages to any person who has revoked, withdrawn consent for you to call them or send them SMS/MMS messages; or
- Use SMS or MMS in a manner that is not designed to enhance or augment the person-to-person nature of communications.
Emergency Broadcast Messaging
- Broadcast messages are not intended to replace any primary phone service, such as traditional landline or mobile phone, that may be used for or to contact emergency services.
- Alerts sent via SMS may not be delivered if your phone is not in range of a transmission site, or if sufficient network capacity is not available at a particular time; furthermore, within a coverage area, factors beyond the control of the user’s wireless carrier may interfere with message delivery, including equipment, terrain, proximity to building, foliage, and weather.
- By agreeing to these Terms, you acknowledge that urgent alerts may not be timely received and that your wireless carrier does not guarantee that alerts will be delivered.
As between you and TextP2P, you acknowledge and agree that you are the initiator of any call, SMS/MMS message, or other communication that you transmit to others using the Services. You are solely responsible for obtaining any required permissions or consents for initiating any call, SMS/MMS message, or other communication that you transmit using the Services, including without limitation, any that are required under Calling Laws. TextP2P is not responsible for reviewing the contents of any such communication you transmit using the Services, nor is it responsible for obtaining any necessary consents or permissions from people you communicate with. Since you are the initiator of any call, SMS/MMS message, or other communication that you transmit to others using the Services, TextP2P does not verify whether the people or phone numbers you seek to communicate with are on any federal, state, or other do not call or do not contact list.
Location of the Services
The Services are controlled and operated from our facilities in the United States. Those who access or use the Services from other jurisdictions do so at their own volition and are entirely responsible for compliance with local law, including but not limited to export and import regulations. You may not use the Services if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Services are solely directed to individuals, companies, or other entities located in the US and Canada. By using the Services, you are consenting to have your personal data transferred to and processed in the United States.
Your Responsibilities for User Data
- You will use the Services in full compliance with all applicable laws and regulations with regard to Your use of the Services, to include, without limitation, the Telephone Consumer Protection Act, the Canadian Anti-Spam Legislation, the Telemarketing Sales Rule, the CAN-SPAM Act (Controlling the Assault of Non-Solicited Pornography and Marketing Act) of 2003, individual state laws, and all other laws and regulations concerning privacy, telemarketing, Internet marketing and the transmission of electronic communications. You will not use the Service in violation of any service agreement that You have with a third-party telecommunications provider.
In the event that User Data is disclosed to or accessed by an unauthorized party, TextP2P will promptly notify you and use reasonable efforts to cooperate with your investigation of the incident; and if such incident triggers any third party notice requirements under applicable laws, you agree that as the owner of the User Data, you will be responsible for the timing, content, cost and method of any such notice and compliance with such laws.
Ownership; Proprietary Rights
The Services are owned and operated solely by TextP2P. The visual interfaces, graphics, design, compilation, information, computer code, products, software, services, and all other elements of the Services provided by TextP2P, but expressly excluding any of the foregoing owned or licensed by and posted to the Services at the direction of Users (including without limitation, User Data) (collectively, “Materials”) are protected by intellectual property and other applicable laws. Except for any technology licensed by TextP2P, which is owned by and provided by our third-party licensors, all Materials contained in the Services, including without limitation the intellectual property rights therein and thereto, are the property of TextP2P or its subsidiaries or affiliated companies. All trademarks, service marks, and trade names are proprietary to TextP2P or its affiliates and/or third-party licensors. Except as expressly provided herein, nothing in these Terms shall be deemed to create a license in or under any such Materials or the intellectual property rights therein or thereto, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials.
- You may choose to or we may invite you to submit comments or ideas about the Services, including without limitation, about how to improve the Services or our products (each, and “Idea”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place TextP2P under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, TextP2P does not waive any rights to use similar or related ideas previously known to TextP2P, or developed by its employees, or obtained from sources other than you.
- Account Information. You acknowledge and agree that TextP2P may access, preserve and disclose your account information and related contents if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms; (c) respond to claims that any User Data violates the rights of third parties; (d) respond to your requests for customer service; or (e) protect the rights, property or personal safety of TextP2P, its users, or the public.
- License Grant. Subject to the terms and conditions of these Terms, TextP2P hereby grants to you a limited, personal, non-transferable license to use the Services in the manner contemplated by these Terms solely for your internal business purposes. Users shall have no right to sub-license or resell the Services or any component thereof.
- You are responsible for obtaining and maintaining all computer hardware, software, and communications equipment needed to access the Services and for paying all access charges (e.g., Internet Service Provider, telecommunications) incurred while using the Services.
- TextP2P only provides that the Services are processed correctly and further transmitted by TextP2P to the applicable network. TextP2P is not responsible for the final delivery of any communication initiated through the Services, as this is out of our control and is the responsibility of downstream communications carriers.
- TextP2P transmits and receives text messages and voice broadcasts via other major telecommunications companies and mobile network operators, and thus TextP2P’s influence over the timing of the transmission of your messages and broadcasts is only within the technical constraints imposed upon TextP2P. While TextP2P shall use commercially reasonable efforts to transmit your messages and broadcasts to the applicable network for final delivery to your designated recipients as fast as possible, we cannot commit to, and do not guarantee, a specific maximum delivery time. Such times depend on various network and system-related factors among the various entities involved in the transmission of your messages and broadcasts across the public switched telephone network and/or Internet. You should know that communications carriers assign text messages and voice broadcasts with a default lifetime and any message or broadcast that cannot be delivered successfully within the lifetime assigned to it will be discarded by the communications carrier without any notice. TextP2P is not liable for any loss incurred by the failure of a message or broadcast to be delivered, and you acknowledge that damages for financial or other loss resulting from delivery failure cannot be claimed from TextP2P for any such non-deliveries. Furthermore, you agree that message and broadcast contents are deemed to have zero value.
Our Storage and Use of Your Data
- Deletion of Your Data. While our platform hosts some of your data, the continued hosting and storage of your data is not guaranteed by us. Except as otherwise agreed between us in writing, we may occasionally delete your data, and TextP2P will not be liability for any damages, losses, or other consequences that you may incur as a result.
Disclaimer of Warranties: EXCEPT AS OTHERWISE PROVIDED, THE TEXTP2P SERVICES ARE MADE AVAILABLE ON AN “AS IS” AND “WITH ALL FAULTS” BASIS, WITHOUT ANY WARRANTIES OR CONDITIONS, EXPRESS, IMPLIED, OR STATUTORY. TEXTP2P SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, OR SYSTEMS INTEGRATION.
Limitation of Liability: You acknowledge that all services sold and provided by you are separate and distinct from the TEXTP2P Services. ACCORDINGLY, EXCEPT AS OTHERWISE PROVIDED, TEXTP2P HAS NO RESPONSIBILITY OR LIABILITY FOR ANY INFORMATION OR USER DATA OR USER CONTRIBUTIONS PROVIDED TO YOU BY SUCH USE THROUGH THE TEXTP2P SERVICES.
UNDER NO CIRCUMSTANCES WILL TEXTP2P’S LIABILITY ARISING OUT OF, OR IN CONNECTION WITH, THESE TERMS EXCEED THE TOTAL AMOUNT CHARGED FOR THAT USER’S USE OF THE TEXTP2P SERVICES DURING THE TWELVE MONTH PERIOD PRECEDING THE ACT OR OMISSION GIVING RISE TO SUCH LIABILITY, IF ANY. IN ADDITION, IN NO EVENT WILL TEXTP2P, ITS AFFILIATES OR ANY OF THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, OFFICERS, MANAGERS, OR MEMBERS BE LIABLE FOR ANY DAMAGES, JUDGMENTS, AWARDS, LOSSES, COSTS AND EXPENSES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, THE TEXTP2P SERVICES, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES OR ANY OTHER SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE, TEXTP2P SERVICES, OR SUCH OTHER WEBSITES, INCLUDING ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, DEATH, DISABILITY, LOSS OF BUSINESS, OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. The foregoing does not affect any liability that cannot be excluded or limited under applicable law.
Class Action/Jury Trial Waiver. With respect to all persons and entities, regardless of whether they have obtained or used the Services for personal, commercial or other purposes, all claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class action, collective action, private attorney general action or other representative proceeding. This waiver applies to class arbitration, and, unless we agree otherwise, the arbitrator may not consolidate more than one person’s claims. You agree that, by entering into these Terms, you and TextP2P are each waiving the right to a trial by jury or to participate in a class action, collective action, private attorney general action, or other representative proceeding of any kind.
Indemnification: You agree to defend, indemnify, and hold harmless TextP2P, its affiliates, licensors, service providers, and its and their respective officers, members, managers, directors, employees, contractors, agents, representatives, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms or your use of the Website or the Services, including, but not limited to, your data, content or User Contributions, including any of the Website’s content, services, and products other than as expressly authorized in these Terms or your use of any information obtained from the Website.
Governing Law: These Terms and the relationship between you and TextP2P will be governed by the laws of the Commonwealth of Virginia, without giving effect to its choice of law provisions.
Dispute Resolution; Attorneys’ Fees: Any dispute relating in any way to your use of the Website or the Services, or to any other products or services you purchase through the Services or the Website, shall be submitted to binding and confidential arbitration conducted in Loudoun County, Virginia in accordance with the then-prevailing Commercial Arbitration Rules of the American Arbitration Association by a single arbitrator appointed in accordance with such rules. The arbitrator’s award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. The prevailing party in any dispute relating to these Terms or your use of the Services shall be entitled to recover its costs and expenses incurred (including reasonable attorneys’ fees and expenses) in such dispute. Notwithstanding anything to the contrary, to the extent you have in any manner violated or threatened to violate TextP2P’s intellectual property rights, TextP2P may seek injunctive or other appropriate relief in the state or federal courts located in Loudoun County, Virginia, and you expressly consent to the exclusive jurisdiction and venue in such courts.
No Assignment: You may not assign your rights under these Terms without the prior written consent of TextP2P, and any attempted assignment will be null and void.
Limitation of Time to File Claims: ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF, OR RELATING TO, THESE TERMS OF SERVICE OR THE TEXTP2P MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
Waiver: No failure by TextP2P to enforce any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition, or a waiver of any other term or condition, and any failure of TextP2P to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.
Severability: If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.
Notices: We may give notice to you by email or other reasonable means, including via First Class US mail. You must give notice to TextP2P by certified mail (postage pre-paid and return receipt requested) to:
25 Catoctin Circle SE #2964
Leesburg, VA 20175
QUESTIONS: Please contact us with any questions regarding these Terms by emailing us at: support@TextP2P.com