TEXT INTEGRATION TERMS AND CONDITIONS.

Date of publication: 14 November 2014.

Background:

Text Integration Pty Ltd is a Company registered in Australia [ACN: 165743975] located at PO Box 99, Kiama, NSW, Australia, 2533.

Text Integration can provide the following services:

  1. Capacity for Infusionsoft customers to transmit Text messages up to a maximum of 160 characters to the mobile phones of their Contacts.
  2. Capacity to send text messages within a Local geography (a country), a Regional geography (a group of countries) or to the World (majority of countries in the world), depending on the subscription chosen.
  3. Capacity to send texts with unlimited Keywords and receive a Keyword response.
  4. Capacity to send texts at a specific time to a specific country. (Country Specific Timed Delivery.)
  5. Capacity to add a weblink within a text (URL) to trigger the opening of any webpage.
  6. Capacity to integrate with numerous Mobile Webpage Services.
  7. Capacity to automatically shorten the URL to fit within a text.
  8. Capacity to send up to a maximum of 50,000 texts per month.

This is a legal contract between You, the Customer or Client (‘the person or organisation hiring the services of Text Integration’) AND the Company (Text Integration). You acknowledge and agree that using the services of Text Integration signifies your acceptance of the following terms and conditions.

IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS PLEASE DO NOT USE THE WEBSITE AND/OR SERVICES.

1. User Account and rights granted

1.1 Upon successful purchase of a product from our website, Text Integration will email you an internet link, along with your username and password, normally within minutes of your purchase.  This link will take you to a membership portal where you will be guided through the setup, which will connect your Infusionsoft account with your Text Integration account.  You will then be able to schedule text messages and send text messages via your Infusionsoft account.

1.2 Subject to Your acceptance of and compliance with this Agreement and with the payment requirements for the Services, Text Integration hereby grants You a limited, non-exclusive, non-transferable, non-sublicenseable, revocable right and license during the Term of this Agreement in and under our intellectual property rights, to access and use the Services, solely in accordance with the terms and conditions of this Agreement. Unless explicitly stated otherwise, any new features provided by Text Integration that augment or enhance the current Services shall also constitute “Services” and shall be subject to these terms and conditions. You may not, nor allow any third party to, copy, distribute, sell, disclose, lend, transfer, convey, modify, decompile, disassemble or reverse engineer the Services for any purpose whatsoever. You may not allow any unauthorized third party to access the Services for any purpose whatsoever. All rights not expressly granted under this Agreement are retained by Text Integration.

1.3 You may not remove, obscure, or alter any notice of any Text Integration trademark, service mark or other intellectual property or proprietary right appearing on the Website or contained within the Services.

1.4 We may make available to You, for Your installation, copying and/or use in connection with the Services, from time to time, a variety of software, data and other content and printed and electronic documentation (the “Text Integration Properties”). Subject to Your acceptance of and compliance with this Agreement, ongoing compliance with its terms and conditions with respect to the subject Service, and payment if and as required for Your right to use the subject Service, Text Integration hereby grants to You a limited, non-exclusive, non-transferable, non-sub-licensable, revocable license during the Term of this Agreement in and under our intellectual property rights in the Text Integration Properties, only to install, copy and use the Text Integration Properties solely in connection with and as necessary for Your use of such Services, solely in accordance with the terms and conditions of this Agreement. Except as may be expressly authorized under this Agreement, You may not, and may not attempt to, modify, alter, tamper with, repair, or otherwise create derivative works of any software included in the Text Integration Properties. You may not, and may not attempt to, reverse engineer, disassemble, or decompile the Text Integration Properties or the Services or apply any other process or procedure to derive the source code of any software included in the Text Integration Properties.

1.5 For purposes of this Agreement, Text Integration hereby grants to You a limited, non-exclusive, non-transferable, non-sub-licenseable, revocable license during the Term of this Agreement to display the trade names, trademarks, service marks, logos, domain names of Text Integration (each, a “Text Integration Mark”) for the purpose of promoting or advertising that You use the Services, solely in accordance with the terms and conditions of this Agreement. In return You hereby grant Text Integration a limited, non-exclusive, non-transferable, non-sub-licenseable license during the Term of this Agreement to display Your trade names, trademarks, service marks, logos, domain names and the like for the purpose of promoting or advertising that You use the Services. In using Text Integration Marks, You may not: (i) display a Text Integration Mark in any manner that implies a relationship or sponsorship, or endorsement by Text Integration; (ii) use Text Integration’s Marks to disparage Text Integration or its products or services; or (iii) display a Text Integration Mark on a site that violates any law or regulation.

1.6 We may from time to time keep call log data. Notwithstanding the above and without limitation to Section 7, we shall have no liability whatsoever for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that You may incur with respect to loss of data associated with Your account and data therein.

1.7  You agree to comply with all relevant laws and regulations regarding the use of text messaging in your jurisdiction.

2. Term, Termination and Suspension

2.1 Term

The term (“Term”) of this Agreement will commence once You accept this Agreement as provided above. The Agreement will remain in effect until terminated by You or Text Integration in accordance with this Section 2.

2.2 Termination

You may terminate this Agreement for any reason or no reason at all, at Your convenience, by closing Your account for any Service using our account closing mechanism.

2.3 Suspension

We may suspend Your right and license to use any or all Services or terminate this Agreement in its entirety (and, accordingly, cease providing all Services to You), for any reason or for no reason, at our discretion at any time by providing You thirty (30) days’ advance notice in accordance with the notice provisions set forth in Section 10 below. If Text Integration determines that providing advance notice would negatively impact Text Integration’s ability to provide Services, Text Integration may suspend Your right and license to use any or all Services or terminate this Agreement in its entirety (and, accordingly, cease providing all Services to You), with no notice.

2.4 We may suspend Your right and license to use the Service or terminate this Agreement in its entirety (and, accordingly, Your right to use the Service), for cause effective as set forth below:

2.4.1 Immediately upon our notice to You in accordance with the notice provisions set forth in Section 10 below if (i) there is an unusual spike or increase in Your use of the Services for which there is reason to believe such traffic or use is fraudulent or negatively impacting the operating capability of the Service; (ii) we determine, in our sole discretion, that our provision of any of the Services to You is prohibited by applicable law, or has become impractical or unfeasible for any legal or regulatory reason; or (iii) subject to applicable law, upon Your liquidation, commencement of dissolution proceedings, disposal of Your assets, failure to continue Your business, assignment for the benefit of creditors, or if You become the subject of a voluntary or involuntary bankruptcy or similar proceeding.

2.4.2 Immediately and without notice if You are in default of any payment obligation with respect to any of the Services or if any payment mechanism You have provided to us is invalid or charges are refused for such payment mechanism.

2.4.3 Five (5) days following our provision of notice to You in accordance with the notice provisions set forth in Section 10 below if You breach any other provision of this Agreement and fail, as determined by us, in our sole discretion, to cure such breach within such 5-day period.

2.5 Effect of Suspension or Termination.

2.5.1 Upon our suspension of Your use of any Services, in whole or in part, for any reason: (i) fees will continue to accrue for any Services that are still in use by You, notwithstanding the suspension; (ii) You remain liable for all fees, charges and any other obligations You have incurred through the date of suspension with respect to the Services; and (iii) all of Your rights with respect to the Services shall be terminated during the period of the suspension.

2.5.2 Upon termination of this Agreement for any reason: (i) You remain liable for all fees, charges and any other obligations You have incurred through the date of termination with respect to the Services; and (ii) all of Your rights under this Agreement shall immediately terminate.

2.6 Severability

In the event this Agreement expires or is cancelled or terminated for any reason, Sections 6, 7, 8, 9, 10 and 11 and any applicable definitions will survive any such expiration, cancellation or termination.

3. Downtime and Service Suspensions; Security

3.1 Downtime and Service Suspensions

In addition to our rights to terminate or suspend Services to You as described in Section 2 above, You acknowledge that: (i) Your access to and use of the Services may be suspended for the duration of any unanticipated or unscheduled downtime or unavailability of any portion or all of the Services for any reason, including as a result of power outages, system failures or other interruptions; and (ii) we shall also be entitled, without any liability to You, to suspend access to any portion or all of the Services at any time, on a Service-wide basis: (a) for scheduled downtime to permit us to conduct maintenance or make modifications to any Service; (b) in the event of a denial of service attack or other attack on the Service or other event that we determine, in our sole discretion, may create a risk to the applicable Service, to You or to any of our other customers if the Service were not suspended; or in the event that we determine that any Service is prohibited by applicable law or we otherwise determine that it is necessary or prudent to do so for legal or regulatory reasons (collectively, “Service Suspensions”). Without limitation to Section 7, we shall have no liability whatsoever for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that You may incur as a result of any Service Suspension. To the extent we are able, we will endeavour to provide You notice of any Service Suspension in accordance with the notice provisions set forth in Section 10 below and to post updates regarding resumption of Services following any such suspension, but shall have no liability for the manner in which we may do so or if we fail to do so.

3.2 Confidentiality

We strive to keep information You provide to us secure, but cannot guarantee that we will be successful at doing so. Accordingly, without limitation to Section 7 below, You acknowledge that You bear sole responsibility for adequate security, protection and backup of Your content including all contact records associated with Your account. We strongly encourage You, where available and appropriate, to use encryption technology to protect Your content from unauthorized access and to routinely archive Your content. We will have no liability to You for any unauthorized access or use, corruption, deletion, destruction or loss of any of Your content.

4. Subscription

Text Integration offers its services on a Subscription basis for a monthly fee.  This Subscription will allow you to send a set number of text messages each month to either a local, regional or majority of world geography.  A month is defined as a (30 day period), beginning upon the purchase of a Subscription. You may hold more than one subscription type at any time for any geography.

Some subscriptions may have monthly text limits from time to time, and these will be indicated at the time of purchase. If these limits are not adhered to, the service may be cancelled or postponed until the end of the 30 day period.

4.1 Subscription Renewal

By purchasing a Subscription from Text Integration, you understand and agree that, on the monthly anniversary of the purchase of a Subscription, the Subscription will be renewed automatically by us on your behalf, until you cancel, change, or upgrade your Subscription. Also, if you do not use the total number of text messages allocated to you each month, any unused text messages will be extinguished and will not be carried forward to the following month.  If you use the total number of allocated text messages before the end of any month, you understand and agree that, we will send you a reminder email and text informing you that your subscription needs renewal and you will likely soon run out of text credits. Upon subscription renewal the date of this renewal will become the new anniversary date for future Subscription renewals.

4.2 Subscription Cancellation

You may cancel your Subscription with Text Integration at any time by signing into your membership account and cancelling your Subscription in the “Subscriptions” box in the Dashboard of your Text Integration account. By deleting your subscriptions you will automatically stop any further charges against your credit card. Upon deletion of your paid subscriptions your subscription will be automatically set to a free subscription. You may also request a cancellation in writing, via the “contact us” section of our website, www.textintegration.com, that we cancel the Subscription on your behalf.  All unused text messages remaining at the time of cancellation will be extinguished and the cancellation will take effect on the date that the cancellation has been processed in the Text Integration software system.

4.3 Multiple Subscriptions

You may purchase as many Text Subscriptions as you like. (for example, three USA Impact, two Australia Impact).

5. Fees and Payments

5.1 Free Trials

In its sole discretion, Text Integration shall determine whether You are eligible for a free trial subscription to its Services, which terms of the free trial are set forth here. Free trials are limited to one per person, and if we find that You have created multiple free trial accounts, we reserve the right to suspend those accounts and take actions to prevent additional violations.

5.2 Payments

To the extent the Services or any portion thereof are made available for any fee, You agree to pay all applicable fees (including any minimum subscription fees) as set forth here. We may increase or add new fees for any existing Service or Service feature by giving You 30 days’ advance notice.

For non-Australian customers, all fees payable by You are exclusive of applicable taxes and duties, including, without limitation, VAT / GST and applicable sales tax. You will provide such information to us as reasonably required to determine whether we are obligated to collect VAT / GST from You.

For Australian customers, all fees payable by You are exclusive GST and applicable sales tax. The GST will be added to the final price in the shopping cart.

5.3 We may specify the manner in which You will pay any fees, and any such payment shall be subject to our general terms and conditions and policies from time to time in effect. The final transaction with us will be conducted in United States dollars (USD). You agree and understand that some banks and credit cards charge additional fees or alternate exchange rates for foreign currency conversions. Excluding subscriptions purchased by a business registered in Australia, all amounts payable by You under this Agreement will be made without setoff or counterclaim and without deduction or withholding. If any deduction or withholding is required by applicable law, You shall notify us and shall pay such additional amounts to us as necessary to ensure that the net amount that we receive, after such deduction and withholding, equals the amount we would have received if no such deduction or withholding had been required. Additionally, You shall provide us with documentation that the withholding and deducted amounts have been paid to the relevant taxing authority.

5.4  International customers have the sole responsibility to settle the applicable taxes in their jurisdictions.

5.5 Refund Policy

Text Integration Subscriptions are non-refundable. We cannot refund part-used months in your subscription either.  If any or all of our Subscriptions are temporarily unavailable, you will not receive a refund. We reserve the right to issue refunds or credits at our sole discretion. If we issue a refund or credit, we are under no obligation to issue the same or similar refund in the future.

5.6 Should You have any query as to fees associated with Your account, please contact us at [support@textintegration.com] within 30 days of the date of the activity that generated such dispute, and we will attempt to resolve the matter. Any and all refunds issued to resolve such a dispute shall be issued as credits to Your account, but in no event shall there be any cash refunds. Disputes older than 30 days shall not be entitled to any refunds or credits.

6. Intellectual Property

6.1 Other than the limited use and access rights and licenses expressly set forth in this Agreement, we reserve all right, title and interest (including all intellectual property and proprietary rights) in and to: (i) the Services; (ii) the Text Integration Properties; (iii) the Text Integration Marks; and (iv) any other technology and software that we provide or use to provide the Services and the Text Integration Properties. You do not, by virtue of this Agreement or otherwise, acquire any ownership interest or rights in the Services, the Text Integration Properties, the Text Integration Marks, or such other technology and software, except for the limited use and access rights described in this Agreement.

6.2 Text Integration may, at its discretion, offer certain Software Development Kits, tools, application samples, or documentation under an open source license. Any such products will be marked with copyright details, and those copyrights will apply to those and only those documents. Text Integration reserves all rights to any documents, tools, services, technologies and the like not designated with an open license.

6.3 Other than the rights and interests expressly set forth in this Agreement and excluding any and all works derived from Text Integration Properties, You reserve all right, title and interest (including all intellectual property and proprietary rights) in and to: content and data You may send to us or use as part of Your use of any Services (“Your Content”).

6.4 In the event You elect, in connection with any of the Services, to communicate to us suggestions for improvements to the Services, the Text Integration Properties or the Text Integration Marks (collectively, “Feedback”), we shall own all right, title, and interest in and to the same, even if You have designated the Feedback as confidential, and we shall be entitled to use the Feedback without restriction. Furthermore, any other content or information You post or provide to Text Integration via comments, forums, emails and the like (collectively, “Communications”) shall be considered the property of Text Integration. You hereby irrevocably assign all right, title and interest in and to the Feedback and Communications to us and agree to provide us such assistance as we may require to document, perfect, and maintain our rights to the Feedback and Communications.

6.5 During and after the Term of the Agreement, with respect to any of the Services that You elect to use, You will not assert, nor will You authorize, assist, or encourage any third party to assert, against us or any of our customers, end users, vendors, business partners (including third party sellers on websites operated by or on behalf of us), sub-licensees or transferees, any patent infringement or other intellectual property infringement claim with respect to such Services.

7. Representations and Warranties; Disclaimers; Limitations of Liability

7.1 You represent and warrant that You will not use the Website (including our forums and comments sections), Services, Text Integration Properties, Text Integration Marks, Your Application or Your Content in a manner that violates any applicable laws or policies. To this effect, we ask that You take reasonable precautions to promote best practices. Although Text Integration does not assume the duty or obligation to monitor any materials created, posted or uploaded by You or any third parties, Text Integration reserves the right, in its sole and absolute discretion, to monitor any and all materials posted or uploaded by You or any third parties at any time without prior notice to ensure that they conform to any usage guidelines or policies relating to our Website or Services.

7.2 You represent and warrant that You have read and understood the General Terms and Conditions and Privacy Policy, and You agree to abide by their terms, where applicable, including as incorporated by reference herein. You further agree to abide by all applicable local, state, national, foreign and international laws and regulations and that You will be solely responsible for all acts or omissions that occur under Your account or password, including the content of Your transmissions through the Service. 7.4 You represent and warrant that without Text Integration’s express written consent You will not use, and will not authorize any third party to use, any Public Software (as defined below) in connection with the Services in any manner that requires, pursuant to the license applicable to such Public Software, that any Text Integration Properties or Services be (a) disclosed or distributed in source code form, (b) made available free of charge to recipients.

7.3  You represent and warrant that: (i) the information You provide in connection with Your registration for the Services is accurate and complete; (ii) You are duly authorized to do business in the jurisdiction where You operate; and (iii) You are an authorized representative of Your entity duly authorized to access the Services and to legally bind You to this Agreement and all transactions conducted under Your account.

7.4 TEXT INTEGRATION PROPERTIES, THE TEXT INTEGRATION MARKS, THE SERVICES AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, CONTENT, IMAGES, MATERIALS AND OTHER DATA OR INFORMATION PROVIDED BY US OR OUR LICENSORS IN CONNECTION THEREWITH (COLLECTIVELY THE “SERVICE OFFERINGS”) ARE PROVIDED “AS IS.” WE AND OUR LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE Text Integration PROPERTIES, THE TEXT INTEGRATION MARKS, THE SERVICES OR THE PROMOTIONAL CREDITS. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, WE AND OUR LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. WE AND OUR LICENSORS DO NOT WARRANT THAT THE SERVICES OR WEBSITE WILL FUNCTION AS DESCRIBED, WILL BE UNINTERRUPTED OR ERROR FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT THE DATA YOU STORE WITHIN THE SERVICES WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. WE AND OUR LICENSORS SHALL NOT BE RESPONSIBLE FOR ANY SERVICE OR WEBSITE INTERRUPTIONS, INCLUDING, WITHOUT LIMITATION, POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY THIRD PARTY OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

7.5 NEITHER WE NOR ANY OF OUR LICENSORS SHALL BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) IN CONNECTION WITH THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY SUCH DAMAGES RESULTING FROM: (i) THE USE OR THE INABILITY TO USE Text Integration PROPERTIES, THE Text Integration MARKS, THE SERVICES OR PROMOTIONAL CREDITS; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; OR (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR CONTENT. IN ANY CASE, OUR AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU TO US HEREUNDER FOR THE SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

7.6 THE SERVICES DO NOT AND ARE NOT INTENDED TO SUPPORT OR CARRY EMERGENCY CALLS TO ANY EMERGENCY SERVICES. “EMERGENCY SERVICES SHALL MEAN SERVICES THAT ALLOW A USER TO CONNECT WITH EMERGENCY SERVICES PERSONNEL OR PUBLIC SAFETY ANSWERING POINTS SUCH AS 911 OR E911 SERVICES.” NEITHER Text Integration NOR ITS OFFICERS, EMPLOYEES OR PARTNERS MAY BE HELD LIABLE WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER FORM OF LIABILITY FOR ANY CLAIM, DAMAGE, OR LOSS (AND YOU HEREBY WAIVE ANY AND ALL SUCH CLAIMS OR CAUSES OF ACTION), ARISING FROM OR RELATING TO YOUR INABILITY TO USE Text Integration OR ITS SERVICES TO CONTACT ANY EMERGENCY SERVICES, OR YOUR FAILURE TO MAKE ADDITIONAL ARRANGEMENTS TO ACCESS EMERGENCY SERVICES.

7.7 Third Party Materials: Certain content, products, and services available via the Text Integration website (or links contained therein) may include materials, software, plug-ins, applications and other resources from third parties and access to third party websites (collectively “Third Party Materials”). You acknowledge and agree that Text Integration is not responsible for examining or evaluating the content or accuracy of any such Third Party Materials and that Text Integration does not warrant or endorse and does not assume (and will not have) any liability or responsibility for any Third Party Materials or any damage or loss resulting therefrom. The availability of Third Party Materials is provided solely as a convenience to you. You agree that you must evaluate, and bear all risks associated with, the use of any Third Party Materials, including any reliance on the accuracy, completeness, or usefulness thereof. Please also remember that all use of the Text Integration website and service is subject to the Text Integration Terms of Service. (These are the Terms of service)

8. Indemnification

8.1 You agree to indemnify, defend and hold us, our partners and licensors, each of our and their business partners (including third party sellers on websites operated by or on behalf of us) and each of our and their respective employees, officers, directors and representatives, harmless from and against any and all claims, losses, damages, liabilities, judgments, penalties, fines, costs and expenses (including reasonable attorney’s fees), arising out of or in connection with any claim arising out of (i) Your use of the Services, Text Integration Properties and/or Text Integration Marks in a manner not authorized by this Agreement, and/or in violation of the applicable restrictions and/or applicable law, (ii) Your violation of any term or condition of this Agreement or any applicable additional policies, including without limitation, Your representations and warranties, or (iii) You or Your employees’ or personnel’s negligence or wilful misconduct.

8.2 We agree to promptly notify You of any claim subject to indemnification; provided that our failure to promptly notify You shall not affect Your obligations hereunder except to the extent that our failure to promptly notify You delays or prejudices Your ability to defend the claim. At our option, You will have the right to defend against any such claim with counsel of Your own choosing (subject to our written consent) and to settle such claim as You deem appropriate, provided that You shall not enter into any settlement without our prior written consent and provided that we may, at any time, elect to take over control of the defence and settlement of the claim.

9. Disputes

9.1 Notwithstanding anything to the contrary, we may seek injunctive or other relief in any territory or state court of competent jurisdiction for any actual or alleged infringement of Text Integration’s or any third party’s intellectual property rights and/or proprietary rights. You further acknowledge that our rights in the Text Integration Services, Text Integration Properties and the Text Integration Marks are of a special, unique, extraordinary character, giving them peculiar value, the loss of which cannot be readily estimated and may not be adequately compensated for in monetary damages.

9.2 By using the Services, You agree that the laws of the State of Victoria, Australia without regard to principles of conflicts of laws, will govern this Agreement and any dispute of any sort that might arise between You and us.

9.3 Arbitration.

You and Text Integration both agree to resolve disputes only by arbitration. You and Text Integration also both agree that Victorian Bar Members who practice as arbitrators shall be appointed in any case and the general Australian and International rules on Commercial Arbitration will apply.

10. Notices

10.1 Notices made by us under this Agreement for You or Your account specifically (e.g., notices of breach and/or suspension) will be provided to You via a notification message displayed on Your Dashboard page (Quicklinks / Announcements) link or via the email address provided to us in Your registration for the Services or in any updated email address You provide to us in accordance with standard account information update procedures we may provide from time to time. It is Your responsibility to keep Your email address current and You will be deemed to have received any email sent to any such email address, upon our sending of the email, whether or not You actually receive the email.

10.2 For notices made by You to us under this Agreement and for questions regarding this Agreement or the Services, You may contact Text Integration as follows: by Postal Mail at Text Integration PO Box 99, Kiama, NSW, Australia, 2533, or by contacting us at support@textintegration.com.

11. General Provisions

11.1 Responsibility.

If You authorize, assist, encourage or facilitate another person or entity to take any action related to the subject matter of this Agreement, You shall be deemed to have taken the action Yourself.

11.2 Severability.

If any portion of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect, and any invalid or unenforceable portions shall be construed in a manner that most closely reflects the effect and intent of the original language. If such construction is not possible, the provision will be severed from this Agreement, and the rest of the Agreement shall remain in full force and effect.

11.3 Message Routing.

You may not use phone numbers provided by Text Integration (“Text Integration Phone Numbers”) to route SMS messages over any other provider’s network. All SMS messages sent and received for a Text Integration Phone Number must be sent and received via Text Integration’s Services.

11.4 Waivers.

The failure by us to enforce any provision of this Agreement shall in no way be construed to be a present or future waiver of such provision nor in any way affect our right to enforce such provision thereafter. All waivers by us must be in writing to be effective.

11.5 Successors and Assigns.

This Agreement will be binding upon, and inure to the benefit of the parties and their respective successors and assigns.

11.6 Entire Agreement.

This Agreement incorporates by reference all policies and guidelines posted on the Text Integration Website and as may be modified thereafter (including the General Terms and Conditions and the Privacy Policy, Anti-Spam Policy and Partner Terms and Conditions) and constitutes the entire agreement between You and us regarding the subject matter hereof and supersedes any and all prior or contemporaneous representation, understanding, agreement, or communication between You and us, whether written or oral, regarding such subject matter.

12. Contact Us

If you have any questions about this Agreement, please contact us on the Contact Us page or via support@textintegration.com

We reserve the right to change these Terms and Conditions from time to time without notice by posting them to our website. When we do, we will also revise the “last update” date of these Terms of Service. Your continued use of the Service after such posting will constitute acceptance by You of such amendments.

Your use of the Site is at your sole risk. The Site is provided on an “as is” and “as available” basis. The Site is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.

The following terminology applies to these Terms and Conditions, Privacy Statement and any other Notice and any or all Agreements:

“Client”, “You” and “Your” refers to you, the person accessing this website and accepting the Company’s terms and conditions.

The Company”, “Ourselves”, “We” and “Us”, refers to our Company.

“Party”, “Parties”, or “Us”, refers to both the Client and ourselves, or either the Client or ourselves.

“Service” or “Services” refer to the services provided by Text Integration.

“Agreement” refers to this document and the terms and conditions contained herewith.

“Website” refers to textintegration.com.

“Text” refers to an SMS message sent from Text integration that is 160 characters or part thereof; E.g. 0 – 160 characters equals one text, 161 – 320 characters equals two texts or 321 – 480 equals 3 texts and so on.

“Text Integration Properties” may include, without limitation: Specifications describing the operational and functional capabilities, use limitations, technical and engineering requirements, and testing and performance criteria relevant to the proper use of a Service and its related technology

All terms refer to the offer, acceptance and consideration of payment necessary to undertake the process of our assistance to the Client in the most appropriate manner, whether by meetings of a fixed duration, or any other means, for the express purpose of meeting the Client’s needs in respect of provision of the Company’s stated services/products, in accordance with and subject to, prevailing Australian Law. Any use of the above terminology or other words in the singular, plural, capitalisation and/or he/she or they, are taken as interchangeable and therefore as referring to same.