Terms Of Use

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BY USING THIS WEBSITE AND/OR SUBSCRIBING TO THE TEXTOPIA SERVICE (THE “SERVICE”), YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE "AGREEMENT"). PLEASE READ THIS AGREEMENT CAREFULLY. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY.

Definitions.

The following terms are used throughout the Agreement, and have specific meanings. You should know what they mean. As used in this Agreement:

  • The “Service” means the internet based software available at https://www.textopia.com and https://app.textopia.com and https://web2txt.textopia.com and https://apps.textopia.com and Textopia's dowloadable mobile applications from Apple Appstore and Google Play Store;
  • The "Agreement" means these online terms of use and subscription, and any materials available on the Service’s Website specifically incorporated by reference herein, and updates made by Textopia from time to time to such materials, including the terms of this Agreement;
  • The “Website” refers to the software located at https://www.textopia.com and https://app.textopia.com and https://web2txt.textopia.com and https://apps.textopia.com, and all content, services, and products available at or through the Website, notably access to the User Account;
  • The "Mobile Apps" refer to the Textopia mobile applications available for various platforms including, but not limited to, iOS and Android, downloadable from various application stores, and all content, services, and products available at or through the Mobile Apps, notably access to the User Account;
  • The “Subscriber”, “User”, “You” and “Your” refer to the individual person that is entering into this Agreement with us, or his or her representative;
  • “Textopia”, “We” and “Us” refer to Textopia LLC, as well as its affiliates, directors, subsidiaries, contractors, licensors, officers, agents, and employees;
  • “Subscription Plans” are the packages offered by Textopia for the Service, to which a Subscriber may subscribe. Each Subscription Plan has a specific monthly fee, and it includes a certain set of features and capacities, as listed and changed from time to time at https://www.textopia.com/index.html#pricing;
  • “Subscription” means a recurring right to access a Subscription Plan of the Service;
  • "Content" means the audio and visual information, documents, software, products and services contained or made available to you in the course of using the Service;
  • "Subscriber Data" means any data, information or material provided or submitted by you to the Service in the course of using the Service;
  • "Effective Date" means the date you subscribe to the Service;
  • "Initial Term" means 30 days commencing on the date you first subscribe to the Service;
  • "Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world;
  • "Subscription Term(s)" means the period(s) during which you are licensed to use the Service pursuant to your Subscriptions;
  • “Textopia” is a Delaware Limited Liability Company, having its principal place of business at 3661 Country Club Ter, Danville, CA 94506;
  • "Service Technology" means all of Textopia’s proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by Textopia in providing the Service;

Privacy and Security; Disclosure.

Textopia's Privacy Policy may be viewed at https://www.textopia.com/privacy.html. Textopia reserves the right to modify its privacy policies in its reasonable discretion from time to time.

License Grant & Restrictions.

Textopia hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by Textopia and its licensors.

You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet "links" to the Service or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service.

You may use the Service only for your private purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortuous material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks.

Your Responsibilities.

You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to physical storage of items, data privacy, international communications and the transmission of technical or personal data. You shall abide by all Textopia policies and your use of the Service shall solely be for purposes that are permitted by this Agreement. You shall: (i) notify Textopia immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Textopia immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you; and (iii) not impersonate another Textopia user or provide false identity information to gain access to or use the Service.

You are responsible for paying your Textopia subsription fees on time and ensuring that your subscription to Textopia does not lapse.

Account Information and Data.

Textopia does not own any Subscriber Data. You, not Textopia, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Subscriber Data, and Textopia shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Subscriber Data. Textopia reserves the right to withhold, remove and/or discard Subscriber Data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Subscriber Data immediately ceases, and Textopia shall have no obligation to maintain or forward any Subscriber Data.

Intellectual Property Ownership.

Textopia alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Service and Content and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party related to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service or the Intellectual Property Rights owned by Textopia. The Textopia name, the Textopia logo, and the product names associated with the Service are trademarks of Textopia or third parties, and no right or license is granted to use them.

Third Party Interactions.

During use of the Service, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. Textopia and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party.

Charges and Payment of Fees.

You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. The initial charges will be equal to the applicable Subscription Plan fees currently in effect. Payments will be made monthly. You are responsible for paying for your Subscription for the entire Subscription Term (Initial Term or Renewal Term), whether or not such Subscription is actively used. You must provide Textopia with a valid credit card to remain on-file as a condition of signing up for the Service. Textopia's pricing and payment terms are available at https://www.textopia.com/index.html#pricing. Textopia reserves the right to modify its pricing and payment terms and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail.

Billing and Renewal.

Textopia charges and collects in advance for use of the Service. Textopia will automatically renew and bill your on-file credit card every month for your Subscription. The renewal charge will be equal to the then-current Subscription Plan fee in effect during the prior month, unless Textopia has given you at least 30 days prior written notice of a fee increase, which shall be effective upon renewal and thereafter. Fees for other services will be charged on an as-quoted basis. Textopia's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on Textopia's income.

You agree to provide Textopia with complete and accurate billing and contact information. This information includes your legal name, street address, e-mail address, and telephone. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, Textopia reserves the right to terminate your access to the Service in addition to any other legal remedies.

Unless Textopia in its discretion determines otherwise, you will be billed in U.S. dollars and will be subject to U.S. payment terms and pricing schemes.

If you believe your bill is incorrect, you must contact us in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit. Please contact us at help@textopia.com

You may cancel your Subscription at any time by contacting support; however, you will be billed for your cancelled Subscription for the remainder of the current billing month.

By agreeing to these Terms, you are giving us permission to charge your on-file credit card for fees that you authorize for Textopia. Depending on the transaction, we may charge you on a one-time or a recurring basis.

Non-Payment and Suspension.

In addition to any other rights granted to Textopia herein, Textopia reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears). If you or Textopia initiates termination of this Agreement, you will be obligated to pay the balance due on your account. You agree that Textopia may charge such unpaid fees to your on-file credit card.

You agree and acknowledge that Textopia has no obligation to retain Subscriber Data and that such Subscriber Data may be irretrievably deleted if your account is 60 days or more delinquent.

Term and termination upon Expiration.

This Agreement commences on the Effective Date. The Initial Term will be 30 days, commencing on the date you agree to pay for the Service by completing the online subscription form. Upon the expiration of the Initial Term, this Agreement will automatically renew for successive Renewal Terms. Each Renewal Term will be equal to 30 days. Either party may terminate this Agreement, effective only upon the expiration of the then current Subscription Term. You agree and acknowledge that Textopia has no obligation to retain the Subscriber Data, and may delete such Subscriber Data, more than 30 days after termination.

Termination for Cause.

Any breach of your payment obligations or unauthorized use of the Service will be deemed a material breach of this Agreement. Textopia, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement. You agree and acknowledge that Textopia has no obligation to retain the Subscriber Data, and may delete such Subscriber Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.

Representations & Warranties.

Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Textopia represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online help documentation under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.

Indemnification.

You agree to indemnify and hold Textopia, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with your use of the Service, including but not limited to your violation of this Agreement or misuse of the Service. If you harm someone else, misuse our Service, or get into a dispute with someone else, we will not be involved.

Disclaimer of Warranties.

TEXTOPIA AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. TEXTOPIA AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY TEXTOPIA AND ITS LICENSORS.

Internet Delays.

THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. TEXTOPIA IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

Limitation of Liability.

In the event of damages or losses arising from your use of the Services or arising under this Agreement, our liability is limited. Please read this section carefully; it limits our obligations to you.

In the event of any loss, damage, or destruction of Subscriber Property caused by Textopia's breach of any obligation to Subscriber, Textopia's liability will be limited to direct damages in the amount of the Subsription fees you have paid Textopia.

With respect to all other claims, in no event will Textopia be liable to you for any loss of profits, use, or data, or for any incidental, indirect, special, consequential or exemplary damages, however arising, even if foreseeable, that result from (i) your use or inability to use the Service; (ii) the Service generally; the timeliness or availability of the Service; or your access to Subscriber Property; or (iii) any other interactions with Textopia, whether based on warranty, contract, tort (including negligence) or any other legal theory, and whether or not we have been informed of the possibility of such damage, and even if a remedy set forth in this agreement is found to have failed of its essential purpose. We will have no liability for any failure or delay due to matters beyond our reasonable control.

Textopia will not be liable for any default or delay in performance of any of our obligations under this Agreement, or for the damage or destruction of any Subscriber Property, if caused, directly or indirectly, by fire, earthquake, flood, the elements, or other such causes; labor disputes, strikes, or lockouts; wars, acts of terrorism, riots, or civil disorder; environmental disaster; accidents or unavoidable casualties; interruptions of or delays in transportation or communication; governmental action or change in regulation; or any similar cause beyond Textopia's control.

IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Additional Rights.

Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.

Local Laws and Export Control.

This Service provides services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of Switzerland and the European Union. The user of the Service ("User") acknowledges and agrees that the Service shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States, Switzerland and/or the European Union maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Service, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all U.S., Swiss and European Union export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.

The Service may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000

Textopia and its licensors make no representation that the Service is appropriate or available for use in other locations. If you use the Service from outside the United States of America, Switzerland and/or the European Union, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United States, Swiss or European Union (including European Union Member States) law is prohibited. None of the Content, nor any information acquired through the use of the Service, is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorized by the United States government or appropriate European body for such purposes.

Notices.

Textopia may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in your Subscription account information, or by written communication sent by first class mail or pre-paid post to your address on record in your Subscription account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Textopia (such notice shall be deemed given when received by Textopia) at any time by any of the following: letter sent by first-class mail to Textopia at the following address: 3661 Country Club Ter, Danville, CA 94506, USA, addressed to the attention of: Chief Financial Officer, or via email to help@textopia.com

Modification to Terms.

Textopia reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.

Assignment; Change in Control.

This Agreement may not be assigned by you without the prior written approval of Textopia but may be assigned without your consent by Textopia to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void.

General.

Throughout this Agreement, section headings and numbers are used as a matter of convenience and are not legally binding. This Agreement shall be governed by California law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in Contra Costa County, California. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. The failure of Textopia to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Textopia in writing. Our rights under this Agreement will survive any termination of this Agreement. You agree that any cause of action related to or arising out of your relationship with Textopia must commence within ONE year after the cause of action accrues. Otherwise, such cause of action is permanently barred. This Agreement comprises the entire agreement between you and Textopia and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. This Agreement may only be modified by a written amendment signed by an authorized executive of Textopia, or by posting by Textopia of a revised version.

Questions or Additional Information.

If you have questions regarding this Agreement or wish to obtain additional information, please send e-mail to help@textopia.com

Effective as of April 1st, 2021