TERMS AND CONDITIONS – TEXTR

Date of Latest Revision: June 17, 2021

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/ and its corresponding web and mobile applications (collectively referred to as 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 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 

9463151 Canada Corp., a company based in the city of Markham, province of Ontario and doing business under the name Textr, owns and manages the Platform. For purposes of this Privacy Policy, 9463151 Canada Corp. shall be referred to as “Textr”. The Platform constitutes a proprietary website, global mobile and web application owned exclusively by Textr. 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 Services. 

Business Account” shall refer to a Team account created by the Business on the Platform in order to secure a phone number from Textr and benefit from the Services offered on the Platform. Any Services provided either to the Business or to the Employees shall be accessible and performed via the Business’ Business Account.

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

Services” shall refer to the services offered by Textr 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).

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, including, without limitation, business calling, texting and other tools to facilitate business communications. Business may purchase a subscription to benefit from the Services offered on the Platform. The subscriptions offered by Textr remain flexible and may be adapted according to the Business’ needs. Information regarding subscriptions and payment plans shall be made available on the Platform. Upon the Business’ subscription to the Services and creation of the Business Account, Textr shall assign one (1) or more phone numbers to the Business, whereby such phone numbers may be used in connection with the 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 Textr, 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.

       Updates to these Terms and Conditions

Textr may modify, amend or update these Terms and Conditions and other related policies at any time, at Textr’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 Textr. Textr shall not be bound by any terms or policies, except for the present Terms and Conditions and any policies referenced herein. 

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 and Textr’s Privacy Policy. 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 Services offered thereon, the Team confirms the following to Textr:

  1. The Team agrees to use the Platform and the Services according to all applicable policies, laws and regulations.
  2. The Team is not subject to any restrictions or limitations that would prevent the Team from using the Platform or benefiting from the Services offered thereon.
  3. The Team’s usage of the Platform and the Services shall not conflict with any court order, judgment or agreement to which the Team is bound.

3. SERVICES OFFERED ON THE PLATFORM

As part of the Services, Textr may provide the Business with local phone numbers for its locations. The phone number(s) assigned by Textr 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 Textr 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 Textr, however, Textr 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.

4. BUSINESS ACCOUNTS

To access the Platform and benefit the 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 and email address. The Business Account may be secured by a password. If secured by a password, the Team shall ensure the password remains confidential. In case of any security breach or compromised password, the Team shall notify Textr at the Team’s earliest convenience by sending Textr an email or by sending a notice on the Platform.

       Personal Information Provided as Part of the Business Account

The Team 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 Textr’s Privacy Policy, as available for review on the Platform. As stipulated in the Privacy Policy, Textr reserves the right to communicate and share the Team’s information or data to provide the Services or to comply with any applicable law, court order, regulation or governmental request. 

Upon the Team’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 Textr for the purposes set forth in Textr’s Privacy Policy. As such, the personal data or information provided by the Team may be used by Textr to provide the Services, for the purpose for which the Team authorized the disclosure and to allow Textr to process payments from the Team. 

       Permitted and Prohibited Conduct

The Business Account shall grant the Team with access to the Services. As such, under the Business Account, the Team may conduct business calls, chats and exchange text messages, including sending images, photos and using RCS. Considering the Team’s usage of the Platform may involve interactions with other users, the Team 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 Team’s usage of the 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;
  • Transmit or otherwise send viruses, harmful components or unauthorized scripts;
  • 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;
  • 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;
  • 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;
  • 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 Textr may, without liability, revoke the Team’s right to benefit from the Services if the Team breaches or attempt to violate any obligations in these Terms and Conditions. 

The Team 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. 

Textr 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 Textr during the course of any such investigations by promptly providing information requested. Textr may terminate or suspend the Services and/or the Team’s usage of the Business Account if Textr has determined that the Team breached these Terms and Conditions. The Team understands that if Textr terminates the Team’s Business Account, the Team waives any recourses or claims the Team may have against Textr. The Team further releases Textr 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 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. Unless otherwise specified, the Subscription shall include a maximum of three thousand (3,000) text messages per month. Nonetheless, the Standard Plan allows for unlimited texting throughout Canada and the United States. Any usage in excess thereof shall be subject to additional fees of 0.01 $ per text message or the applicate rate per excess text message payable to Textr by the Business. Textr shall attempt to notify the Business of any excess usage or text messages by way of a written notice.

Further, unless otherwise specified, the Subscription shall be subject to a maximum of three thousand (3,000) authorized minutes on a monthly basis, however, the Standard Plan includes unlimited voice calls to the United States and Canada. Any minutes exceeding the maximum minutes allotted under the Business’ Subscription shall give rise to additional fees payable to Textr. Such additional fees shall of 0.03 $ per minute exceeding the maximum monthly minutes. Textr 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. SUBSCRIPTION-BASED PACKAGES

Textr 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 Textr.

The Subscription shall allow the Business to benefit from the Services 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. 

       Payment Information

Upon the Business’ purchase of a Subscription, the Business agrees that Textr shall charge the credit card or the payment information provided by the Business. Textr may store, or use a third party to store the Business’ payment information to provide for recurring payments. Unless otherwise specified, the payments for Subscriptions shall be exclusive of any taxes and duties. The Business shall be responsible for paying taxes charged in connection with the Business’ purchase of the Subscription. If the Business’ payment information is invalid or otherwise unacceptable, Textr reserves the right to cancel the Business’ Subscription. The Business shall be responsible for paying any late charges or collection fees incurred by Textr in connection with the payment of the Subscription.

Textr reserves the right to modify the price of the 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. 

       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 Textr. 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 Textr. 

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

6. TEXTR’S INTELLECTUAL PROPERTY

Textr’s trademark, logos and concept remain proprietary to Textr and may not be shared without Textr’s prior written consent. Textr remains the exclusive owner of its intellectual property and trademarks throughout the world, without limitations of time or space. All Textr’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 Textr’s trademark and logos for purposes of identifying the Platform and to promote Textr. The Team is strictly prohibited from using Textr’s trademark, logos and intellectual property for any other purpose.

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, and exchange with other users. Textr established strict privacy and data control processes to safeguard the Business and the 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 Team to benefit from the Services and exchange with others on or using the Platform. 

       Right to Verify

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

If any communication intercepted by Textr is found to be of an illegal or dangerous nature, Textr 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, Textr 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, Textr may share data obtained from the Platform with third parties. To obtain more information regarding the sharing of data obtained from the Platform, Textr refers the Team to Textr’s Privacy Policy, as published on the Platform.

8. DISCLAIMERS

The Platform 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 Textr. 

The Services shall be provided professionally based upon reasonable industry standards. The Team agrees to use the Platform at the Team’s own risk: Textr shall not be responsible for the legitimacy or content of any private conversations or chats occurring on or by way of the Platform. Textr implemented security measures to ensure the legitimacy of all communications held on the Platform, but Textr cannot control all interactions between the Team and other users of the Platform. Textr 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 Services offered thereon. Textr declines full responsibility for the Team’s exchanges, communications, actions, downloads, usage and uploads on the Platform or as part of the Platform or the Services. 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. 

9. TEXTR’S LIABILITY UNDER THESE TERMS

Textr 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 Textr’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 Textr is temporarily or permanently unable to operate is due to reasons outside Textr’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, Textr shall be relieved from performing its obligations under these Terms and Conditions.

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

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

The Team agrees to indemnify and hold Textr 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. Textr is not affiliated with the third party websites, profiles, and other applications linked on the Platform, and Textr 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. Textr 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 Textr and the Team shall be resolved exclusively by arbitration. The arbitration proceedings shall take place in the city of Markham (Ontario), unless Textr 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 Textr from seeking adequate relief before a competent court.

12. MISCELLANEOUS PROVISIONS

Textr reserves the right to assign any of the obligations and/or rights granted to Textr under these Terms and Conditions to a third party at any time. Textr 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 Textr’s prior written approval. 

The present Terms and Conditions, including Textr’s Privacy Policy and any document referenced in these Terms and Conditions, constitutes the entire agreement between Textr and the Team regarding usage of the Platform, the relevant Business Account 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 Textr shall not be bound by any other terms, policies, and agreements, unless otherwise stated.

In the event that Textr 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 Textr’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 Textr shall be applicable to one (1) incident, provided in writing and signed by an authorized representative of Textr. 

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 for 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 Textr shall be sent by the Team, Business or Employee as a notice on the Platform or by email. Textr shall review and respond to inquiries and questions within a reasonable delay following Textr’s receipt thereof.

Textr reserves the right to email the Business or Employees regarding usage of the Platform, the Business Account and the Services offered by Textr. Considering Textr may send emails to the Team, the Team is responsible for providing a valid and accurate email address. Any email sent by Textr 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 Textr or if the email address is unusable or inaccessible, the Team shall be responsible for notifying Textr and providing a new and current email address in connection with the Team’s Business Account.

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