GENERAL TERMS AND CONDITIONS

Date of Latest Revision: April 12, 2022

The present Terms and Conditions (hereinafter referred to as the “Terms and Conditions” or the “Terms”) shall set forth the terms upon which users may use and access the website https://textrapp.com/, its corresponding web and mobile applications (collectively referred to as the “Platform”). These Terms and Conditions shall further apply to all purchases of products and/or services executed via the Platform.

These Terms and Conditions shall apply to all users of the Platform, regardless of whether the user constitutes a company, agent or employee. The present Terms and Conditions shall apply to all users who access, visit, download or otherwise use the Platform. The present Terms and Conditions shall be effective as of June 14, 2021.

Preamble 

Textr, Inc., a company based in the city of Markham, province of Ontario and operating in the field of telecommunications, owns and manages the Platform. For purposes of these Terms and Conditions, Textr, Inc. shall be referred to as the “Company”. The Platform constitutes a proprietary website, global mobile and web application owned exclusively by the Company. Unless otherwise specified, the Platform shall be available to users residing in any part of the world, except for the People’s Republic of China.

1. BACKGROUND

       Definitions

The following capitalized terms, when employed in these Terms and Conditions shall be subject to the definitions set forth below, unless otherwise indicated in these Terms and Conditions:

Business” shall refer to any business, company, corporation, organization or entity that uses the Platform to obtain Products and/or Services.

Business Account” shall refer to a Team account created by the Business on the Platform in order to receive any Product and/or Service purchased. By way of the Business Account, the Business shall secure a phone number from the Company. Unless otherwise specified in a policy set forth by the Company, Products and/or Services provided either to the shall be accessible via the Business’ Business Account.

Employees” shall refer to any employees, contractors, agents or other mandataries of the Business, who benefit from the Products and/or Services offered on the Platform under the Business Account.

Products” shall refer to all telecommunications products offered and provided by the Company. Products shall include Textr Team, without limitation. For reference purposes, the term “Products” shall include all existing products offered by the Company and those hereinafter developed by the Company.

Services” shall refer to the services offered by the Company on the Platform. The Services shall include, without limitation, business communication tools, business calling, texting, including sending text messages, images and Rich Communication Suite (RCS), Carrier Lookup Tool, and Phone Number Validator. For reference purposes, the term “Services” shall include all existing services offered by the Company and those hereinafter developed by the Company.

Team” shall refer to any and all users of the Platform, including the Businesses and the Employees, collectively or individually, without limitation. For the avoidance of doubt, any reference to the term “Team” in these Terms and Conditions shall be deemed to include the Business and the Employees, collectively.

       Background

The Platform provides a series of business communication tools, Products and Services, including, without limitation, business calling, texting and other tools to facilitate business communications. Businesses may purchase a subscription to benefit from the recurring and ongoing Services offered on the Platform.

Businesses may also have the option of purchasing specific Products on the Platform in accordance with the policies specified by the Company.

The subscriptions offered by the Company are intended to remain flexible and may be adapted according to the Business’ needs. Information regarding specific subscriptions and payment plans shall be made available on the Platform.

Upon the Business’ purchase of one (1) or more Products and/or subscription to the Services and pursuant to the creation of the Business Account, the Company may assign one (1) or more phone numbers to the Business. Such assigned phone numbers may be used in connection with the Products and/or Services provided.

2. APPLICABILITY OF THESE TERMS AND CONDITIONS

       Application

These Terms and Conditions shall apply upon the Team’s access, visit, download and/or usage of the Platform, even partially. Upon accessing, visiting, downloading or otherwise using the Platform, the Team hereby agrees to be subject to these Terms in their entirety and any policies established by the Company, which shall be deemed incorporated into these Terms by reference.

The Team acknowledges that upon using the Platform in any way, the Team shall be bound by these Terms and Conditions as though the Team manually signed them. As such, the Team recognizes and agrees all purchases of Products, subscriptions to Services and other usage of the Products and Services shall be governed by these Terms and Conditions to the extent not contradicted by specific terms or policies set forth by the Company. In case of specific terms or policies established by the Company, these shall prevail over the present Terms and Conditions in case of any contradiction.

       Updates to these Terms and Conditions

The Company may modify, amend or update these Terms and Conditions and other related policies at any time, at the Company’s sole discretion. The most recent version of these Terms and Conditions shall be published on the Platform and therefore available for review. The updated version of these Terms and Conditions shall be applicable and binding as of the date of its publication on the Platform.

The Team is encouraged to review these Terms and Conditions on a periodic basis. Any usage of the Platform pursuant to the publication of updated Terms and Conditions shall be construed as the Team’s assent to the updated Terms and Conditions.

       Binding Agreement

These Terms and Conditions shall constitute a valid, enforceable and binding agreement between the Team and the Company. The Company shall not be bound by any terms or policies, except for the present Terms and Conditions and any policies referenced herein or established by the Company in connection with any specific Product or Service.

As a user of the Platform, the Team is required to act in accordance with applicable laws, regulations and orders as well the obligations set forth in these Terms and Conditions, the Company’s Privacy Policy and any other policies or rules established by the Company. If the Team is not in agreeance with any provision of these Terms and Conditions, the Team’s sole recourse shall be to not use the Platform.

       Eligibility

To be eligible to use the Platform and benefit from the Products and Services offered thereon, the Team confirms the following to the Company:

The Team agrees to use the Platform, the Products and the Services according to all applicable policies, laws and regulations.

The Team is not subject to any restrictions or limitations that would prevent the Team from using the Platform or benefiting from the Products and Services offered thereon.

The Team’s usage of the Platform, the Products and the Services shall not conflict with any court order, judgment or agreement to which the Team is bound.

The Team agrees to use the Products and the Services purchased, as applicable, for legitimate internal business purposes, and not for any purpose which would contravene any applicable law or commercial policy.

The Team further agrees to use the Products and/or Services purchased in accordance with the instructions provided by the Company. The Team recognizes that the Company shall not be held liable for any damages or losses resulting from the Team’s misuse or faulty usage of the Products and/or Services.

3. PRODUCTS AND SERVICES OFFERED ON THE PLATFORM

The Company offers a wide array of Services and Products relating to telecommunications. Such Products and Services include Textr Team and marketing resources, without limitation of any kind. As stipulated, the Company may add, remove, alter, update or upgrade any one (1) or more Products and/or Services at any time at its sole discretion.

As part of the Services, the Company may provide the Business with local phone numbers for its locations. The phone number(s) assigned by the Company to the Business may be a local toll-free phone number, thereby allowing for calls with Employees throughout the world. The phone numbers granted by the Company to the Business shall benefit from both calling and texting capabilities.

The Services offered on the Platform may be accessible from any device, whether from a personal cell phone or a desktop computer, without limitation.

All business communications, calls, texting and group calls held on the Platform shall be privately held between the concerned Business and Employees. Such calls, texts and chats shall not be made publicly available or published on the Platform. The communications between Businesses and Employees shall not be shared by the Company, however, the Company does reserve the right to audit or otherwise verify such communications solely for the purposes of ensuring their compliance with these Terms and Conditions and applicable legislation, the whole in accordance with these Terms and Conditions.

4. BUSINESS ACCOUNTS

To access the Platform and benefit the Products and/or Services, the Business shall be required to create a Business Account. The Business Account shall allow the Business and its Employees to engage in business communications, calls and texting. In furtherance of the creation of the Business Account, the Business shall be asked to provide its phone number, email address and any other relevant information requested.

The Business Account may be secured by a password. If secured by a password, the Business shall be responsible for selecting a password that is difficult to guess and that complies with the requirements specified by the Company. The Business shall ensure the password remains confidential by not sharing it with any third parties or unauthorized users. The Company recommends that each Business appoint an administrator to manage the Business Account and the Business Account password on behalf of the Business. The Business acknowledges that the Business Account may only be used by the Business, and not by any third party, including contractors, vendors, and other collaborators. Considering every Business Account shall be implemented solely for one (1) Business, each Business shall not be permitted to assign, transfer, sell, lease, rent or otherwise provide its Business Account to any third party. Doing so may result in the suspension, cancelation or termination of the Business Account, without notice or liability.

The Business agrees to immediately notify the Company of any apparent breaches of security such as loss, theft or unauthorized use of your username or password. In case of any security breach or compromised password, the Business shall notify the Company by sending the Company an email or by sending a notice on the Platform. The Business acknowledges that the Company shall not be expected to perform verifications regarding security breaches specifically applicable to the Business Account, unless explicitly requested by the Business in the manner specified in these Terms and Conditions.

       Personal Information Provided as Part of the Business Account

The Business may wish to provide additional information as part of the Business Account, such as Employee names. Any personal information or data submitted via the Business Account shall be handled according to the Company’s Privacy Policy, as available for review on the Platform. As stipulated in the Privacy Policy, the Company reserves the right to communicate and share the Business’s information or data to provide the Services and/or Products, or to comply with any applicable law, court order, regulation or governmental request.

Upon the Business’s submission of any personal data or information, the Team acknowledges that such personal data or information may be subject to collection, disclosure, communication, storage and usage by the Company for the purposes set forth in the Company’s Privacy Policy. As such, the personal data or information provided by the Business may be used by the Company to provide the Products and/or Services, for the purpose for which the Business authorized the disclosure and to allow the Company to process payments from the Business.

       Permitted and Prohibited Conduct

The Business Account may allow the Business to access any purchased Products and/or Services purchased or to which the Business purchased a subscription. As such, under the Business Account, the Business may conduct business calls, chats and exchange text messages, including sending images, photos and using RCS. Considering the Business’s usage of the Platform may involve interactions with other users, the Business shall be subject to a number of obligations.

The Team, including the Business and its Employees, shall be responsible for all acts, content, and omissions relating to the usage of the Products and/or Services and communications held on the Platform. The Team is strictly forbidden from engaging in unacceptable use of the Platform and the Services, including using the Platform or the Services to:

  • Violate or breach any law, government order, policy, rule or regulation applicable in the Team’s country of residence;
  • Impair or damage the Platform in any way or attempt to do so;
  • Transmit or otherwise send viruses, harmful components or unauthorized scripts;
  • Access the Platform using illicit or automated means, such as a bot or a spider;
  • Hack, decompile, or reverse engineer any part of the Platform;
  • Engage in unlawful, unethical, inappropriate or illegal conduct;
  • Act in a way that is fraudulent, malicious or discriminatory, or encourage other users to use the Platform for such purposes;
  • Harass, intimidate, threaten, stalk, badger, bully or engage in unsolicited or unwanted conduct with respect to any one (1) or more members of the Team or users of the Platform;
  • Publish, post, share or distribute disparaging, defamatory, false or otherwise illicit claims or remarks involving the Platform, the Company and its Products and Services;
  • Engage or attempt to engage in pyramid schemes or unlawful recruitment;
  • Send, exchange or text content which is discriminatory, violent, sexist, pornographic, racist, derogatory, or otherwise offensive;
  • Sell, lease, rent, or market the Business Account, any Product and/or Service;
  • Send, transmit, share, upload or publish spam and unsolicited materials;
  • Impersonate an individual, company, business or entity;
  • Intentionally mislead others about the Team’s identity or affiliations;
  • Initiate chargebacks, refunds or reimbursements for sums paid for a subscription on the Platform;
  • Damage, impair or otherwise tamper with the Platform’s security or operations;
  • Transfer the Business Account, or sell, lease, lend, or assign it to a third party;
  • Engage in behavior that conflicts with the intent of these Terms, and which could be detrimental to the Platform.

       Closure or Termination of the Business Account

The Team may be held responsible for its failure to comply with the obligations set forth in these Terms and Conditions. Further, the Team understands that the Company may, without liability, revoke the Team’s right to purchase or use any Product and/or Service if the Team breaches or attempts to violate any obligations in these Terms and Conditions.

The Business may close its Business Account at any time by following the instructions on the Platform. If the Business Account is terminated prior to the end of the relevant subscription term, the Business shall be responsible for paying the subscription fees until the completion of the relevant term, even if the Business is no longer benefiting from or using the Business Account.

The Company reserves the right to investigate any potential violations of these Terms and Conditions, any applicable laws, regulations or binding terms. The Team agrees to cooperate with the Company during the course of any such investigations by promptly providing information requested. The Company may terminate or suspend the provision of any Products and/or Services and/or the Team’s usage of the Business Account if the Company has determined that the Team breached these Terms and Conditions. The Team understands that if the Company terminates the Team’s Business Account, the Team waives any recourses or claims the Team may have against the Company. The Team further releases the Company from all liability in connection with the termination of the Business Account.

All ongoing provisions in these Terms and Conditions shall remain in force, even after the Business Account has been closed or terminated. These ongoing provisions shall include provisions relating to warranties, disclaimers and limited liability.

       Fair Usage Obligations

Unless the Business has purchased a specific Subscription (as further defined) which allows for mass texting, the Team acknowledges and agrees that the Business Account is not intended to be used for mass texting, text message marketing and drop campaigning. Each Subscription shall include a maximum number of text messages per month, as expressly stipulated in the Subscription confirmation emitted by the Company. Nonetheless, a particular plan may allow for unlimited text messaging throughout Canada, the United Kingdom and the United States, subject to the terms of such plan. Any usage in excess of the permitted maximum text messages shall be subject to additional fees per text message or the applicate rate per excess text message payable to the Company by the Business. The Company shall attempt to notify the Business of any excess usage or text messages by way of a written notice.

Further, unless otherwise specified in a policy established by the Company, every Subscription shall be subject to a maximum number of authorized minutes on a monthly basis, however, it is possible to purchase a plan that includes unlimited voice calls to the United States, the United Kingdom and Canada. Any minutes exceeding the maximum minutes allotted under the Business’ Subscription shall give rise to additional fees payable to the Company. The Company shall submit a notice or invoice detailing such additional fees, if applicable.

The Subscription purchased by the Business shall dictate the number of devices that may be used under such Subscription. In most cases, the Subscription shall allow for the Services to be used on the web and two (2) mobile devices. Any additional devices used to access the Services shall be subject to additional fees or the Business may be required to purchase an upgrade to account for the additional devices used.

5. PURCHASES AND SUBSCRIPTION-BASED PACKAGES

The Company offers subscription-based packages to the Services as well as standard plans, which may include enterprise plans and a pay-as-you go plan. To benefit from the Services, the Business shall purchase a subscription or a standard plan (each referred to as a “Subscription”). The Subscription fees shall be listed on the Platform or provided to the Business by the Company.

The Subscription shall allow the Business to benefit from the Services covered by such Subscription during the Subscription period. The Business be responsible for the payment of the Subscription fees purchased for the duration selected. Unless otherwise specified in the Subscription confirmation and unless canceled or terminated by the Business prior, the Subscription shall automatically renew for subsequent periods. The Subscription shall remain in effect until the earlier of (a) the Business fails to pay the Subscription fees on their due date, or (b) the Business cancels the Subscription according to these Terms and Conditions.

Upon selecting any one (1) or more Products or Services for purchase, the Business shall be provided with an order confirmation, which shall specify the Product(s) and/or Service(s) purchased as well as the corresponding price. The Business shall be responsible for paying the total amount stated in the order confirmation provided by the Company for the purchased Product(s) and/or Service(s), without any set off or deduction of any kind.

       Payment Information

The Business may proceed with the payment of any Product, Service and/or Subscription using any payment method authorized by the Company. Such payment methods may include payments by credit card and other methods recognized and permitted by the Company. The Business acknowledges that Subscriptions shall require recurring payments. Further, the Business recognizes that unless otherwise stated by the Company, all amounts paid to the Company pursuant to an invoice or an order confirmation shall be final, non-refundable, and non-creditable.

Upon the Business’ purchase of a Subscription, a Service and/or Product, the Business agrees that the Company shall charge the credit card or the payment information provided by the Business. The Business therefore agrees to provide the Company with its current, applicable and valid payment information. The Business shall be responsible for periodically ensuring the payment information on file is correct and accurate. Accordingly, the Business agrees to update its payment information on an as needed basis.

In consideration of the recurring payments required for a Subscription, the Business grants the Company permission to store and maintain the Business’ payment information to provide for recurring payments. The Company shall be permitted to charge the Business’s payment information on a regular basis to cover the Subscription fees.

If the Business’ payment information is invalid or otherwise unacceptable, the Company reserves the right to cancel the Business’ purchase or suspend the Subscription or the Services, as applicable and without liability. The Business may not set off or otherwise reduce the amount(s) payable to the Company for any purchases or the Subscription, without having obtained the Company’s prior written consent. Any specific consent granted by the Company shall only be applicable to one (1) sole invoice, and may not be used for future purchases.

The Business shall be responsible for paying the invoices or orders made with the Company on or prior to their due dates. The Business acknowledges that any late payment shall give rise to interest payable by the Business. The amount of interest shall be calculated based upon the maximum amount permitted by law. Further, the Business agrees to pay any late charges or collection fees incurred by the Company in connection with the payments. The Company may suspend or terminate the provision of the Subscription, and such Subscription shall resume once the Business has paid all fees due, including interest and collection costs, without limitation, subject to the Company’s approval.

Unless otherwise specified, the cost listed by the Company for any Products, Services and/or Subscriptions shall be exclusive of any taxes and duties. The Business shall be responsible for paying all applicable taxes charged in connection with the Business’ purchase of any Products, Services and/or Subscriptions. Unless otherwise indicated, the amount of taxes owed by the Business shall be listed in the invoice or order confirmation provided by the Company.

The Company reserves the right to modify the price of the Products, Services and/or Subscriptions at any time. The revised pricing shall be communicated to the Business or published on the Platform. Any changes to pricing shall not affect past purchases or Subscriptions that have already been paid in full.

To dispute the amount stipulated on any invoice issued by the Company, the Business shall notify the Company in writing no more than fifteen (15) days following the date of the invoice. The written notice shall be prepared by the Company in good faith and shall detail the reasons for which the invoice is disputed. The notification of the dispute by the Business shall not relieve the Business of its obligation to pay such invoice, unless the Company indicates otherwise. After receiving a dispute, the Company may request additional information to properly evaluate the dispute. The Business shall provide all information requested by the Company and shall fully cooperate with the Company with regard to the disputed invoice. Within a reasonable delay following the receipt of the requested information, the Company shall notify the Business of its decision in connection with the disputed invoice.  

       Cancellation of the Subscription

The Business may cancel its Subscription, at any time, by selecting the unsubscribe option on the Platform, or by sending a notice or email to the Company. The Business’ Subscription shall be canceled as of the last day of the Subscription’s current term, unless otherwise specified in the cancelation confirmation provided by the Company.

Once the Business’ Subscription is canceled, the Business shall no longer benefit from access to the Services included in such Subscription. The Business Account shall cease to be billed on the effective cancellation date. Any fees paid by the Business for the Subscription are final and nonrefundable.

6. THE COMPANY’S INTELLECTUAL PROPERTY

The Company’s trademark, logos and concept remain proprietary to the Company and may not be shared without the Company’s prior written consent. The Company remains the exclusive owner of its intellectual property and trademarks throughout the world, without limitations of time or space. All the Company’s trademarks and intellectual property published on the Platform are protected by intellectual property laws and all rights relating thereto are reserved. The Team may share the Company’s trademark and logos for purposes of identifying the Platform and to promote the Company. The Team is strictly prohibited from using the Company’s trademark, logos and intellectual property for any other purpose.

Upon validly purchasing a Product and/or Service from the Company, the Business shall be granted a limited, revocable, non-exclusive and non-transferable license to use such Product and/or Service, as applicable, for the Business’s internal operations. The license granted hereunder shall not allow the Business to use the Product and/or Service for any purpose not contemplated under these Terms and Conditions.

7. PRIVACY AND DATA SECURITY

The Team understands that any data relating to the Business and the individual Employees, such as their names and emails, may be required to use the Platform, benefit from the Services, purchase Products and exchange with other users. The Company established strict privacy and data control processes to safeguard the Business and its Employee’s data and information.

Any disclosure of Business information or personal data shall be limited to information that is strictly required. Such information and data be shared with employees and affiliates who have a legitimate “need to know” this information and data. To this effect, the information and data may be used to allow the Business to benefit from the Services and/or Products offered and provided by the Company, and exchange with others on or using the Platform.

       Right to Verify

To ensure communications on the Platform are legitimate and compliant, the Company reserves the right to track user activity. The Company may verify the communications held on the Platform to ensure these communications comply with applicable laws, orders and regulations. The Company shall have the right to access and use communications between the Team and externally for compliance and audit purposes. In the event that the Company discovers any illicit, illegitimate or illegal communications held on the Platform, the Company reserves the right to remove the offending Business Account from the Platform, without liability or penalty to the affected Business.

If any communication intercepted by the Company is found to be of an illegal or dangerous nature, the Company reserves the right to notify the appropriate authorities to prevent any loss, injury, death or damage. Except for accessing and using communications for compliance and audit purposes, the Company shall not use communications between the Team or involving the Platform. Except to the extent provided in these Terms and Conditions, all communications held on the Platform shall be strictly confidential.

To improve the Platform and enhance the provision of the Services, the Company may share data obtained from the Platform with third parties. To obtain more information regarding the sharing of data obtained from the Platform, the Company refers the Team to the Company’s Privacy Policy, as published on the Platform.

8. DISCLAIMERS

The Platform, the Products and the Services are all provided “as is” without warranty or guarantee of any kind. Any and all express, implied and statutory warranties, such as warranties of title, non-infringement and warranties implied by the course of performance or usage of trade, are excluded and disclaimed by the Company.

Without limiting the generality of the foregoing, the Company shall use reasonable efforts to ensure the Services are provided professionally based upon reasonable industry standards.

The Team agrees to use the Platform at the Team’s own risk: The Company shall not be responsible for the legitimacy or content of any private conversations or chats occurring on or by way of the Platform. The Company implemented security measures to ensure the legitimacy of all communications held on the Platform, but the Company cannot control all interactions between the Team and other users of the Platform. The Company cannot guarantee that exchanges with other users on the Platform shall be appropriate, truthful and legally compliant.

Consequently, the Team agrees to assume all risks associated with its communications, exchanges, downloads, usage, uploads, decisions or actions on or using the Platform and the Products and/or Services offered thereon. The Company declines full responsibility for the Team’s exchanges, communications, actions, downloads, usage and uploads on the Platform or as part of the Platform. The Team may be held responsible for any claims, damages, costs, expenses and fees incurred in connection with any unlawful, unethical or otherwise problematic usage of the Platform, the Products and/or the Services.

9. THE COMPANY’S LIABILITY UNDER THESE TERMS AND CONDITIONS

The Company shall not be responsible for its failure to perform its obligations, or delays, suspensions or errors caused by or resulting from Force Majeure events. Force Majeures events consist of events beyond the Company’s control. These shall include natural disasters such as floods, hurricanes, fires, the passage hereafter of any laws, policies or regulations, or any legal or administrative proceedings of any government agency, court or order, strikes, lockouts, other labor disturbances, or imposition of tariffs.

If the Company is temporarily or permanently unable to operate is due to reasons outside the Company’s reasonable control, connected with an epidemic, pandemic or virus (including in response to government or medical recommendations related to the outbreak of COVID-19), disease, catastrophe as a result of uncontrollable actions, or other Acts of God, then, to the extent so effected, the Company shall be relieved from performing its obligations under these Terms and Conditions.

Despite the Company’s best efforts, the Company cannot guarantee that the Team’s usage of the Platform and the provision of the Products and/or Services shall be continuous and uninterrupted at all times. Technical problems or the device used to access the Platform may cause the Platform to freeze, delay, or even crash. The Company shall not be liable for any technical issues caused by the device used to access the Platform, the Products and/or Services. Further, the Company cannot guarantee that any technical issues shall be remedied immediately.

To the fullest extent permitted by applicable laws, the Company’s aggregate liability shall not exceed the sum paid by the Business under its Business Account in the six (6) months preceding the event giving rise to the liability.

The Team agrees to indemnify and hold the Company and its affiliates, directors and employees harmless from losses, damages, liabilities, costs and expenses arising out of any claims, actions, lawsuits or causes of action resulting from: (a) the Team’s gross negligence, misconduct, or recklessness, (b) the Team’s breach of any warranty or representation required under these Terms and Conditions, (c) the Team’s failure to comply with any obligation contained in these Terms, applicable laws or regulations and/or (d) any internal or external communications between the Team or involving the Team and a third party.

10. THIRD PARTY LINKS

The Team recognizes that the Platform may contain links to third party sites, such as websites, profiles, and other applications. The links to third party websites, profiles, and other applications shall be provided for convenience. The Company is not affiliated with the third party websites, profiles, and other applications linked on the Platform, and the Company does not endorse these third party sites. The Team therefore agrees to use the third party websites, profiles, and other applications according to the third party’s policies and terms. The Company shall not be responsible for any content, errors or omissions in connection with the third party websites, profiles, and other applications linked on the Platform.

11. GOVERNING LAW

These Terms and Conditions, any claim arising out of these Terms and Conditions and/or relating to the Platform shall be governed and construed according to the laws of the province of Ontario (Canada).

Any claim arising out of these Terms and Conditions, breach, or dispute between the Company and the Team shall be resolved exclusively by arbitration. The arbitration proceedings shall take place in the city of Markham (Ontario), unless the Company indicates otherwise. The arbitration award shall be confirmed in writing, and the arbitrator shall be granted the authority to award damages and relief, if needed, similarly to a court of law. The arbitration award shall be final and binding. Nothing in this section shall prevent the Company from seeking adequate relief before a competent court.

12. MISCELLANEOUS PROVISIONS

The Company reserves the right to assign any of the obligations and/or rights granted to the Company under these Terms and Conditions to a third party at any time. The Company further reserves the right to delegate any of its duties under these Terms and Conditions to a third party contractor, consultant or business. The Team shall not be permitted to assign or delegate any of its rights or obligations under these Terms and Conditions, except with the Company’s prior written approval.

The present Terms and Conditions, including the Company’s Privacy Policy and any policy set forth by the Company, or document referenced in these Terms and Conditions, constitutes the entire agreement between the Company and the Team regarding usage of the Platform, the relevant Business Account, the provision of the Products and the receipt of the Services. Unless otherwise confirmed in writing, no other terms, agreements, arrangements or policies, except for the present Terms and Conditions and the Privacy Policy, shall apply to the Team and its corresponding Business Account. The Team understands that the Company shall not be bound by any other terms, policies, and agreements, unless otherwise stated.

In the event that the Company does not require, delays, suspends or does not exercise the performance of an obligation specified in these Terms and Conditions, this shall not be interpreted as a waiver of the Company’s rights. This shall further not relieve the Team of its obligations under these Terms and Conditions. To be valid and binding, any waiver by the Company shall be applicable to one (1) incident, provided in writing and signed by an authorized representative of the Company.

Any section, subsection or other subdivision in these Terms and Conditions or any other provision in these Terms which is or becomes unenforceable, illegal or invalid shall be severed from these Terms and Conditions, and shall be ineffective to the extent of such unenforceability, illegality or invalidity. This determination shall impair the remaining provisions of these Terms and Conditions, which shall remain binding and in full force.

Certain laws require communications and correspondence to be provided in writing to be valid. For purposes of these Terms and Conditions, any communication sent electronically, as a notification on the Platform or by email, shall be deemed provided in writing, and therefore compliant with the obligation for communications to be confirmed in writing.

Any correspondence or information addressed to the Company shall be sent by the Team, Business or Employee as a notice on the Platform or by email. The Company shall review and respond to inquiries and questions within a reasonable delay following the Company’s receipt thereof.

The Company reserves the right to email the Business or Employees regarding usage of the Platform, the Business Account, the Products and the Services offered by the Company. Considering the Company may send emails to the Team, the Team is responsible for providing a valid and accurate email address. Any email sent by the Company to the email address provided by the Team shall be deemed valid and effective. If the Team no longer uses the email address provided to the Company or if the email address is unusable or inaccessible, the Team shall be responsible for notifying the Company and providing a new and current email address in connection with the Team’s Business Account.

The Company welcomes questions, feedback and comments about the Platform, the Services, and these Terms and Conditions. The Team may contact the Company at any time by sending a notice on the Platform, or by emailing the Company using the email specified on the Platform.

13. ANTI CORRUPTION AND ANTI FRAUD

The Team shall be responsible for its full compliance with all applicable anti-corruption and bribery laws and regulations. As such, the Team shall not make, with respect to the usage of the Platform or any purchases contemplated hereunder, any payments, loans, gifts, or promises of same, whether directly or indirectly, to or for the benefit of any government official, state employee, political party, or candidate for political office, or to any other person where such action would be prohibited under applicable laws. The Team shall maintain books and written records that comply with all applicable requirements, and upon request by the Company, the Team shall furnish all information requested in connection with this section of these Terms and Conditions.

The Company implemented a variety of measures, such as verification methods, to help prevent fraud in connection with the use of the Platform and any of the Products and Services offered thereon. While the Company employs its best efforts to properly identify and prevent fraud on the Platform, the Company is unable to guarantee that fraudulent messages, calls, information or activity shall not occur on the Platform.

14. PHONE NUMBERS

As part of certain Products and/or Services, the Company may make available phone numbers to the Team in multiple countries. The Company has agreements in place with regulated providers of electronic communications which provide the Company with phone numbers from multiple countries. The provision of phone numbers is subject to the numbering rules and regulatory practices applicable in the countries where the Team and members of the Team are located as well as in the relevant country(ies) from which the phone numbers were purchased. Such rules and regulatory practices may change or be amended from time to time, and the Company therefore reserves the right to modify the terms hereunder to the extent necessary to comply with such changes or amendments. The Team may purchase Textr phone numbers and assign them to an account subject to the allocation requirements displayed upon the Team’s purchase of any Products or Subscription to any Services. The Team shall use phone numbers provided by the Company in compliance with any and all applicable laws, including such applicable allocation requirements. The Company reserves the right, in its sole discretion, to cancel the subscribed phone numbers for any or no reason, including in the event the Team or any member of the Team breaches such applicable allocation requirements without penalty and without prejudice to its rights to claim damages therefore.

The Company has the right, but not the obligation, to monitor user content posted or uploaded using the phone numbers to determine compliance with these Terms and Conditions, and any operating rules established by us and to satisfy any law, regulation or authorized government request and are granted access for technical purposes. Although the Company is under no obligation to monitor, screen, edit or remove any of the user content posted or uploaded, the Company reserves the right, and has the absolute discretion, to screen and edit for any reason for fraudulent uses and/or technical support requested by the Team.

15. PORTABILITY

In using a Product and/or Service provided by the Company, the Team may request a Textr phone number or may port its existing numbers (the “Existing Number”) into its Business Account subject to these Terms and Conditions. In order to request the porting of an Existing Number into its Business Account, the Team’s administrator shall complete all steps listed on the Platform and provide all information requested by the Company, any other relevant service provider and/or third party from time to time.

The Team’s administrator agrees to provide accurate and detailed information to the Company, any other relevant service provider, and/or third party in order to port a number into the Team’s Business Account, and the Team’s administrator represents and warrants that such information is and will be at all times accurate, true and up-to-date. The Team acknowledges and agrees that as part of the porting process, the Company, any other relevant service provider and/or third party must, as part of its compliance with applicable laws and industry standards, follow certain processes and that therefore the completion of any number porting request may be delayed for reasons outside of the Company’s control. The Company must, by law, comply with all valid porting requests. Phone numbers may be ported-out of a Business Account in connection with acts or omissions of third parties and the Team acknowledges that: (i) it may be difficult or impossible for the Company to prevent such porting out of numbers from an Account; (ii) the Company may not be able to retrieve a phone number ported out of a Business Account; and (iii) the Company shall not be liable for any such porting out. Upon termination or cancellation of a Business Account, all telephone numbers associated with the Business Account may be released by the Company if such numbers have not been ported to another provider prior to such cancellation or termination. The Team acknowledges and agrees that it is solely responsible for coordinating with its new third-party provider to port out any telephone numbers prior to termination or cancellation of its Business Account and/or termination thereof.

16. TEAM DATA AND PHONE NUMBER RETENTION

The Company shall retain each phone number under the Team’s Business Account for no more than ten (10) days after the termination or cancelation of the Business Account or if the Team’s account is delinquent. If any Team’s access to any Product and/or Service is suspended or terminated under due to a violation of these Terms and Conditions, the Company reserves the right, in its sole discretion, to release such Team’s phone number (i.e., make it available for another user’s use) and delete all data associated with such account and phone number (including without limitation call and message history and call recordings) after ninety (90) days.