Last Updated: October 17, 2022
Welcome to TextP2P! We’re glad you are interested in learning about our services. This document is our terms of service, which governs all use of the services provided by TextP2P, LLC (“TextP2P”, “Company”, “us”, and “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 (our “Website”), including the TextP2P Platform (the “Platform”), and any other of TextP2P’s websites, SMS services, APIs, email notifications, applications, buttons, widgets, communications services, and any other content, functionality, use, or services offered on or through the Website or through TextP2P, LLC (collectively, our “Services”).
- you are an authorized representative of the Subscribing Organization with the authority to bind such entity to these Terms;
- you have read these Terms;
- you understand these Terms, and
- you agree to these Terms on behalf of the Subscribing Organization.
Please read these Terms carefully to ensure that you understand each provision
IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE AND IMMEDIATELY CEASE YOUR EXISTING USE OF TEXTP2P’S SERVICES. BY CONTINUING TO USE OUR SERVICES, YOU ARE CONFIRMING YOUR CONSENT AND AGREEMENT TO BE BOUND BY OUR MOST RECENT TERMS OF SERVICE.
Our Services are 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.
2. Terms Applicable to the Purchase of Subscriptions to the Platform and Services
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, able to enter into contracts, and you represent and warrant that you are authorized to bind the specific entity on whose behalf you are accessing and using our Services (if applicable). You must complete the account registration process; agree to these Terms; provide true, complete, and up-to-date contact and billing information; not be based in Cuba, Iran, North Korea, Syria, or any other territory that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist-supporting” country; and not be listed on any U.S. government list of prohibited or restricted persons. 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:
- your name as it appears on the card,
- your credit card number,
- the credit card type,
- the date of expiration, and
- 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. An email or Ringless Voicemail call or text 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. Free Trials/Promotional Offerings
We may offer non-transferable 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 (i) bound to our Terms of Service, (ii) limited by the Terms of such trial and (iii) 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 will 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. 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.
E. 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.
F. 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 cancelling your order for mispriced or other erroneously offered Services, we will issue a credit to your account in the amount of the mistaken charge.
G. Opening Accounts
- You will not use a username (or e-mail address) that is already being used by someone else, may impersonate another person, belongs to another person, violates the intellectual property or other right of any person or entity, or is offensive. We may reject the use of any password, username, or e-mail address for any other reason in our sole discretion;
- You will provide true, accurate, current, and complete registration information about yourself in connection with the registration process and, as permitted, to maintain and update it continuously and promptly to keep it accurate, current, and complete;
- You are solely responsible for all activities that occur under your account, password, and username – whether or not you authorized the activity;
- You are solely responsible for maintaining the confidentiality of your password and for restricting access to your device so that others may not access any password protected portion of the Services using your name, username, or password. TextP2P is not responsible for any losses due to stolen or hacked passwords. We do not have access to your current password, and for security reasons, may only provide you with instructions on how to reset your password;
- You will immediately notify us of any unauthorized use of your account, password, or username, or any other breach of security; and
- We will not be liable for any loss or damage (of any kind and under any legal theory) to you or any third party arising from your inability or failure for any reason to comply with any of the foregoing obligations.
H. User Account
L. Emergency Broadcast Messaging
- Our Services 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, email, 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, EMAIL 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, email, 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.
N. 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.
O. Your Responsibilities for User Data
In connection with your data (“User Data”), you hereby represent, warrant, and agree that:
- you have obtained the User Data lawfully, and that your use of User Data through the Services does not and will not violate any applicable laws or any person or entity’s proprietary or intellectual property rights;
- the User Data is free of all spyware, harmful or malicious code, files, scripts, agents, programs, worms, viruses, Trojan horses, and other elements that could disrupt, interrupt, disable, harm, corrupt or otherwise impede in any manner the operation of or provide unauthorized access to the computer systems, database, network (or other device on which such code is stored or installed) or software used by TextP2P or its subcontractors to provide the Services;
- you are solely responsible for ensuring compliance with all privacy laws in all jurisdictions that may apply to User Data provided hereunder;
- TextP2P may exercise the rights in User Data granted hereunder without liability or cost to any third party; and
- the User Data complies with the terms of these Terms. You agree not to collect, process, store, transmit, disclose, or make available any Sensitive Personal Information using the Services.
For purposes of clarity, TextP2P takes no responsibility and assumes no liability for any User Data, and you will be solely responsible for your User Data and the consequences of sharing it hereunder. You may not transmit, request, provide access to, store, include or submit any User Data that includes “Sensitive Personal Information”, such as:
- a social security number, passport number, driver’s license number, or similar government related identifier (or any portion thereof);
- credit or debit card number (other than the truncated (last four digits) of a credit or debit card);
- employment, financial information including banking account numbers or passwords;
- genetic, biometric data (for purposes of uniquely identifying an individual), or medical or health information protected under any health data protection laws;
- racial, ethnic, philosophical beliefs, political or religious affiliation, trade union membership, or information about sexual life or sexual orientation;
- account passwords, mother’s maiden name, or date of birth;
- criminal history;
- personal information of children protected under any child data protection laws (such as the personal information defined under the US Children’s Online Privacy Protection Act (“COPPA”)) or
- any other information or combinations of information which may be subject to data privacy and security laws, including but not limited to, the Payment Card Industry Data Security Standard, the Gramm-Leach-Bliley Act (GLBA) and the Health Insurance Portability and Accountability Act (HIPAA) without TextP2P’s prior written approval.
You will use our 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.
P. Security Incidents
If a security breach causes an unauthorized intrusion into our system that materially affects you or people on your Distribution Lists, then TextP2P will notify you as soon as possible with the report and action we took in response. 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.
Q. 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 for any purpose. You grant TextP2P the right to use your name, logo, and a description of your use case to refer to you on our Website, earnings release and calls, marketing or promotional materials. 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.
R. Registered User
- 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: (i) comply with legal process; (ii) enforce these Terms; (iii) respond to claims that any User Data violates the rights of third parties; (iv) respond to your requests for customer service; or (v) 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.
S. Service Availability
- 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.
- From time to time, down-time, either scheduled or unscheduled, may occur in respect of the Services. TextP2P will work to ensure the amount of down-time is limited. Customer acknowledges and understand that TextP2P does not warrant that the Services will be uninterrupted or error free.
- 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.
T. 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.
3. Acceptable Use Policy
- Your Use of Our Services Must Comply with the Law
Your use of our Services, including, without limitation, the sending of email, text messages, and ringless voicemails is subject to all applicable data protection rules, as well as the following rules:
- 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 CAN-SPAM Act of 2003, 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
- CAN-SPAM: https://www.fcc.gov/general/can-spam
- 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;
- Using any misleading subject lines or other false information; or
- 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
Any use of our Services contrary to the applicable rules relating to telemarketing, email marketing, anti-spam, anti-phishing, or personal data protection is prohibited. Additionally:
- 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, except where the following restrictions are prohibited by Law, Customer shall not, and shall not permit any Users or third parties to, directly or indirectly use the Services to process, store, transmit, link to, display, or solicit content for the purpose of selling products or services related to illegal or fraudulent activities or encouraging such activities and, in particular, without this list being exhaustive, activities related to individuals under 18 years of age, pornography, nudity, escort services, mail-order bride/spouse finders, international marriage brokers, and other similar sites and services Hookup, swinger, or sexual encounter sites, gambling related content, Ponzi schemes, the selling of personal data of any kind, bombs, grenades, or firearms, illegal goods or software (including but not limited to pirated computer programs and hacking programs), viruses, obscene, threatening, embarrassing, hateful, racially or ethnically insulting, libelous, defamatory, malicious, content that is invasive of another’s privacy, prejudicial or degrading speech or acts to any person or entity is prohibited. This shall include any content that TextP2P deems inappropriate in our sole discretion. See article Forbidden message categories for SMS and MMS in the US and Canada to learn more. T-Mobile announced that violators could receive $10,000 fees for each violation occurrence. You agree to pay any fines, fees, penalties, and other costs incurred as a result of your use of our Services, and TextP2P will pass through and charge your account the full amount of any fees incurred because of your account activity.
You also agree that you will not:
- 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 our Services;
- 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, modification, 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;
- Use the Services to transmit any material, data, or content that infringes the intellectual property rights or other rights of third parties.
- 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;
- 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;
- Attempt to disable, impair, or destroy the Services or Software;
- Upload, transmit, store, or make available any Content or code that contains any viruses, malicious code, malware, or any components designed to harm or limit the functionality of the Services or Software;
- Collect or harvest any personally identifiable information, including account names, from the Services;
- Disrupt, interfere with, or inhibit any other user from using the Services or Software (such as stalking, intimidation, harassment, or incitement or promotion of violence or self-harm);
- Share any Content that sexualizes minors or that is intended to facilitate inappropriate interactions with minors, other TextP2P users, or the public;
- 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, unwanted, or harassing messages (commercial or otherwise) including but not limited to unsolicited or unwanted emails, phone calls, SMS/MMS messages, video, 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 emails or SMS/MMS messages to any person who has revoked, withdrawn consent for you to contact them;
- Use email, SMS, MMS, or ringless voicemail in a manner that is not designed to enhance or augment the person-to-person nature of communications;
- Create TextP2P accounts for the purpose of violating these Terms or for circumventing account termination or other types of actions taken by TextP2P; or
- Violate or infringe any applicable local, state, federal, and international Laws.
You are solely responsible for the content of emails, text messages, or voicemails sent to their distribution lists in the context of the performance of these conditions.
In the event of non-compliance with this article, TextP2P reserves the right to immediately block the User’s access to their Services and to remove all information from their account without notice and without refund or any other form of compensation.
- Fees in General. By signing up for a subscription to access our Services and providing your credit card or other payment information, you agree to pay the fee(s) stated on our website for the subscription option(s) you selected, as well as any applicable taxes and service fees (collectively, “Fees”). The Fees will be automatically charged to the payment method we have on file for you at the beginning of each Term.
- Fee Changes. We reserve the right to change our fees at any time. If our fees change, we will attempt to notify you in advance by sending an email to the address we have on file for you, or by posting a notice on our website. By using our Services, 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. Additionally, the Fees charged to your payment method may vary from one Term to another based on applicable taxes or service fees or if you request changes to your subscription plan. If you do not wish to accept a price or subscription package fee change made by us, you may cancel your subscription as described below. If you do not cancel your subscription, you consent to the Fee change and authorize us to charge the new Fees to your payment method.
- Disputing Fees. You hereby waive your right to dispute any Fees charged to your account if you fail to notify TextP2P in writing within 30 days after such Fees first appear in your account statement.
- Automatic Replenishment of Credits. If you run out of credits and your account has auto-replenishment ON (which is the system default) then you will be automatically charged for the auto-replenishment amount of credits (250 is the default).
5. Term and Termination
- Term. Your eligibility to use our Services shall begin when you (a) pay for the Services you have requested or (b) complete all the conditions required to begin a free trial subscription (the “Effective Date”) and shall continue until the end of the specified term (both the initial term and each successive term is a “Term”). If no Term is specified, your subscription shall be on a month-to-month basis.
- Automatic Renewal. If you select a subscription that automatically renews, your subscription shall renew automatically at the end of the then-existing Term.
- Upgrading or Downgrading Subscription. You may upgrade or downgrade your subscription level at any time by logging into our website and changing your subscription level in your account settings.
- Termination of Free Trial Accounts. TextP2P may terminate free trial accounts or any features of our Services offered pursuant to a free trial at any time in our sole discretion. We have no obligation to provide compensation of any kind after terminating free access to any of our Services.
- Termination for Convenience. Either you or we may terminate your access to our Services for any reason with at least 10 days prior written (including, without limitation, email) notice. A termination notice sent pursuant to this subsection shall become effective on the 10th day after it is sent to the non-terminating party.
- Termination for Material Breach. We may immediately terminate your access to our Services if you materially breach this Agreement. For the avoidance of doubt, your (i) breach of our Acceptable Use Policy; (ii) use of our services in violation of applicable law; or (iii) providing any false or misleading information to us or to recipients of messages sent from your TextP2P account shall be considered a material breach of this Agreement.
- Termination for Security Reasons. We may immediately terminate your access to our Services if your account is reasonably believed to be: (i) used in a manner that is harmful to any of TextP2P’s interests, including, without limitation, our Platform, Services, or customer data; (ii) used in a way that may subject TextP2P or any third party to liability; (iii) used for fraudulent or illegal activities; or (iv) used to violate these Terms
- Termination for Insolvency or Non-Payment. Subject to applicable law, either party may terminate this Agreement immediately in the event of the other party’s (i) liquidation, (ii) commencement of dissolution proceedings, (iii) providing a credit card or other payment method which is declined, (iv) failing to pay Fees in violation of these Terms which are more than 10 days overdue, or (v) any other proceeding relating to a receivership, failure to continue business, assignment for the benefit of creditors, or becoming the subject of bankruptcy.
- Survival. Upon termination of this Agreement, the terms of this Section and the terms of the following Sections shall survive: Section 4 (Fees), Section 6 (Disclaimer), Section 7 (Indemnification), Section 8 (Limitation of Liability), Section 9 (Confidentiality), and any applicable terms in Sections 2 (General Terms) and 10 (Miscellaneous Terms).
- Consequences of Termination. If your account is terminated pursuant to this section, you will lose access to our Services, and we may permanently delete any data associated with your account and reassign any phone numbers or other features associated with your account. Upon termination of this Agreement, any licenses granted to you under this Agreement shall immediately terminate. Additionally, if you terminate your subscription to our Services before the end of the then-existing Term, you are not entitled to a partial refund for the remainder of the Term. To avoid incurring additional fees or subscription costs, your account must be terminated before the end of the then-existing Term.
WITHOUT LIMITING A PARTY’S EXPRESS WARRANTIES AND OBLIGATIONS HEREUNDER, AND EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED “AS IS,” AND NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT TO THE FULLEST EXTENT PERMITTED BY LAW. TEXP2P ADDITIONALLY DISCLAIMS ALL WARRANTIES RELATED TO TELECOMMUNICATIONS PROVIDERS. YOU ACKNOWLEDGE THE INTERNET AND TELECOMMUNICATIONS PROVIDERS’ NETWORKS ARE INHERENTLY INSECURE AND THAT TEXP2P WILL HAVE NO LIABILITY FOR ANY CHANGES TO, INTERCEPTION OF, OR LOSS OF CUSTOMER DATA WHILE IN TRANSIT VIA THE INTERNET OR A TELECOMMUNICATIONS PROVIDER’S NETWORK. BETA OFFERINGS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITH NO WARRANTIES AND TEXTP2P WILL HAVE NO LIABILITY AND NO OBLIGATION TO INDEMNIFY FOR ANY BETA OFFERING WHATSOEVER.
- Indemnification by Customer. You will defend TextP2P, our affiliates, and each of their directors, officers, and employees (collectively, “TextP2P Indemnified Parties”) from and against any claim, demand, suit, or proceeding made or brought against a TextP2P Indemnified Party by a third party arising out of your or your end users’ use of our Services, including, without limitation, and claims of intellectual property infringement (collectively, “Customer Indemnifiable Claims”). You will indemnify TextP2P from any fines, penalties, damages, attorneys’ fees, and costs awarded against a TextP2P Indemnified Party or for settlement amounts that you approve for a Customer Indemnifiable Claim.
- Conditions of Indemnification. As a condition of the foregoing indemnification obligations:
- The indemnified party (“Indemnified Party”) shall promptly notify the indemnifying party (“Indemnifying Party”) of any Customer Indemnifiable Claim or TextP2P Indemnifiable Claim (individually or collectively referred to herein as a “Claim”) in writing; provided, however, that the failure to give prompt written notice will not relieve Indemnifying Party of its obligations hereunder, except to the extent that Indemnifying Party was actually and materially prejudiced by such failure;
- Indemnifying Party will have the sole authority to defend or settle a Claim; and
- Indemnified Party will reasonably cooperate with Indemnifying Party in connection with Indemnifying Party’s activities hereunder, at Indemnifying Party’s expense.
- Indemnified Party reserves the right, at its own expense, to participate in the defense of a Claim.
- Notwithstanding anything herein to the contrary, Indemnifying Party shall not settle any Claim for which it has an obligation to indemnify under this Section admitting liability or fault on behalf of Indemnified Party, nor create any obligation on behalf of Indemnified Party without Indemnified Party’s prior written consent, which will not be unreasonably withheld, conditioned, or delayed.
8. Limitation of Liability
- LIMITATION ON INDIRECT, CONSEQUENTIAL, AND RELATED DAMAGES. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, LOST DATA, BUSINESS INTERRUPTION, OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
- LIMITATION OF LIABILITY. IN NO EVENT WILL THE AGGREGATE LIABILITY OF EITHER PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU AND YOUR AFFILIATES HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.
- EXCEPTIONS TO THE LIMITATION OF LIABILITY. THE PRECEEDING SECTIONS 7.1 (LIMITATION ON INDIRECT, CONSEQUENTIAL, AND RELATED DAMAGES) and 7.2 (LIMITATION OF LIABILITY) DO NOT APPLY TO: (i) YOUR USE OF OUR SERVICES TO VIOLATE APPLICABLE LAW; (ii) YOUR FAILURE TO PAY FOR SERVICES PURSUANT TO THIS AGREEMENT; OR (iii) AMOUNTS PAYABLE PURSUANT TO A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT.
- “Confidential Information” means any information or data, regardless of whether it is in tangible form, disclosed by either party (“Disclosing Party”) to the other party (“Receiving Party”) that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential given the nature of the information and the circumstances surrounding the disclosure, including, without limitation, order forms, customer data, security reports and attestations, audit reports, customer lists, pricing, concepts, processes, plans, designs and other strategies, “know how”, financial, and other business and/or technical information and materials of Disclosing Party and its affiliates. Confidential Information does not include any information which: (a) is publicly available through no breach of this Agreement or fault of Receiving Party; (b) was properly known by Receiving Party, and to its knowledge, without any restriction, prior to disclosure by Disclosing Party; (c) was properly disclosed to Receiving Party, and to its knowledge, without any restriction, by another person without violation of Disclosing Party’s rights; or (d) is independently developed by Receiving Party without use of or reference to the Confidential Information of Disclosing Party.
- Use and Disclosure. Except as otherwise authorized by Disclosing Party in writing, Receiving Party will not (a) use any Confidential Information of Disclosing Party for any purpose outside of exercising Receiving Party’s rights or fulfilling its obligations under this Agreement or (b) disclose or make Confidential Information of Disclosing Party available to any party, except to Receiving Party’s affiliates, and Receiving Party’s and its affiliates’ respective employees, legal counsel, accountants, contractors, and in TextP2P’s case, subcontractors (collectively, “Representatives”) who have a “need to know” as necessary for Receiving Party to exercise its rights or fulfill its obligations under this Agreement. Receiving Party will be responsible for its Representatives’ compliance with this Section (Confidentiality). Representatives will be legally bound to protect Confidential Information of Disclosing Party under terms of confidentiality that are at least as protective as the terms of this Section. Receiving Party will protect the confidentiality of Confidential Information of Disclosing Party using the same degree of care that it uses to protect the confidentiality of its own confidential information but in no event less than reasonable care.
- Compelled Disclosure. Receiving Party may disclose Confidential Information of Disclosing Party if so required pursuant to a regulation, law, subpoena, or court order (collectively, “Compelled Disclosures”), provided Receiving Party gives Disclosing Party written notice of a Compelled Disclosure (to the extent legally permitted). Receiving Party will provide reasonable cooperation to Disclosing Party in connection with a Compelled Disclosure at Disclosing Party’s sole expense.
- Injunctive Relief. The parties expressly acknowledge and agree that no adequate remedy may exist at law for an actual or threatened breach of this Section (Confidentiality) and that, in the event of an actual or threatened breach of the provisions of this Section (Confidentiality), the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it.
10. Miscellaneous Terms
No Guarantee of Results. Customer understands and acknowledges that it is not possible to guarantee that the performance of the Services will be successful in producing any specific results. In particular, Customer further acknowledges that it is not possible for Company to warrant that the Professional Services guarantee (i) high deliverability; (ii) high engagement with Customer Content; or (iii) a successful marketing campaign. Customer hereby acknowledges and agrees that Company will not be liable for the failure of the performance of the Services to generate any expected or useful results.
Force Majeure. Company will not be liable for any delays or failure in performance of any part of the Services due to any cause beyond Company’s control. This includes, but is not limited to, acts of God, changes to Laws, embargoes, war, terrorist acts, riots, fires, earthquakes, nuclear accidents, floods, strikes, power blackouts, and acts of hackers or third party internet service providers.
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.
Governing Law and Venue. The laws of the State of Virginia, without giving effect to its principles of conflicts of law, govern all matters arising out of or relating to these Terms or our Services, including torts. Any party bringing a legal action or proceeding against the other party arising out of or relating to these Terms or our Services must bring the legal action or proceeding in the state or federal courts (including, without limitation, small claims courts) for Loudoun County, Virginia.
Attorney’s Fees and Costs. In any dispute arising out of or relating to these Terms or our Services, each party shall bear their own costs, including, without limitation, attorney’s fees and costs.
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.
BY USING THE SERVICES, YOU REPRESENT AND WARRANT THAT YOU MEET ALL THE REQUIREMENTS LISTED ABOVE AND IN OUR ANTI SPAM POLICY. COMPANY MAY REFUSE TO PROVIDE YOU WITH THE SERVICES, SUSPEND OR CLOSE YOUR ACCOUNT, AND CHANGE ELIGIBILITY REQUIREMENTS AT ANY TIME IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.
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:
1019-B Edwards Ferry Rd. #1040
Leesburg VA 20176
QUESTIONS: Please contact us with any questions regarding these Terms by emailing us at: [email protected]