Terms & Subscription Agreement

Last updated: January 28, 2020

These terms of use and conditions and Privacy Policy and Anti-Spam Policy (collectively, this “Agreement”) is between Inertech, LLC, an Iowa limited liability company (“we” or “Textiful“), and you (the “user” or “you”), and this Agreement governs your use of the Textiful.com websites and mobile applications (the “Sites”), and other services offered by Textiful (collectively, the “Services”), and sets forth the legally binding terms and conditions for your use of the Services.

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE CREATING AN ACCOUNT. BY CREATING AN ACCOUNT, YOU ACCEPT THE TERMS AND CONDITIONS IN THIS AGREEMENT AND ELECTRONICALLY SIGN THIS AGREEMENT BY CHECKING “I ACCEPT” NEXT TO THE HYPERLINK TO THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS IN THIS AGREEMENT, YOU MUST EXIT THE SITES AND NOT USE THE SERVICES TO CREATE AN ACCOUNT OR SUBSCRIBE TO OR USE THE SERVICE. BY CREATING AN ACCOUNT OR SUBSCRIBING TO THE SERVICE, YOU REPRESENT THAT YOU HAVE THE FULL RIGHT AND AUTHORITY TO ENTER INTO THIS AGREEMENT.

1. The Services.

The Services include of one or more of the following: a web-based interface, access to incoming telephone number or keywords, Direct Inward Dialing Numbers (“DIDs”), messaging applications, SMS and MMS gateway access, data encryption, data transmission, data access, data storage and, if applicable, synchronization software, as well as software maintenance and upgrades and customer support, that enable you to send SMS messages and/or MMS messages to recipients designated by you (collectively, the “Service”). We transmit messages initiated by you or sent to you by others through different routes, and the level of reliability and support for special features varies according to the route. You are responsible for obtaining and maintaining all computer hardware, software and communications equipment needed to access and use the Service, and for paying all access charges (e.g., ISP, telecommunications) incurred while using the Service.

1.1 For End Users.

1.1.1 "Text to Subscribe" Service. Textiful allows organizations to collect information from individuals via SMS text message.

End Users ("Consumers") initiate the data collection process by texting a predefined keyword or phrase to the associated phone number (33777 or 55444). For example, texting the keyword "DEMO" to the number 33777 will start a data collection campaign.

Once a data collection campaign is initiated by the Consumer texting a valid keyword, they will receive an automatic text message response asking them for their information. The data requested may include the following:

  • Phone Number
  • Email Address
  • First & Last Name
  • City, State or Zip Code
  • Company or Employer Name
  • Age or Birthdate
  • Other Data

Data collection campaigns may ask Consumers for multiple types of data. For example, a data collection campaign may first ask for the Consumer's email address. Once the Consumer replies with their email address, another automatic text message may ask for their name. Most data collection campaigns ask for 3 or fewer data types from Consumers.

1.1.2 Collection & Use of Data. Only information that is voluntarily supplied by the Consumer is collected by the service. For more details about how the collected data is used is contained within our Privacy Policy.

1.1.3 Unsubscribe From Messages. Consumers may unsubscribe from receiving further text messages by replying to any message with STOP. Consumers agree to receive a final text message confirming your opt-out. Consumers can reply to any message with HELP to receive instructions on how to opt-out and more information about the services provided.

1.1.4 Other Considerations. Textiful does not charge the Consumer additional fees to use the service. Standard message and data rates may apply to any user sending or receiving SMS messages. Texts may be sent through an automatic telephone dialing system. Consent is not required to purchase our goods or services. Consumers agree to notify Textiful of any changes to your mobile number. Carriers may prohibit or restrict certain Mobile features and certain mobile features may be incompatible with your carrier or mobile device. Carriers are not liable for delayed or undelivered messages. Consumers should contact their carrier with questions regarding these issues.

1.2 For Account Holders & Plan Subscribers.

1.2.1 Creating a User Account. You must provide Textiful with the following information in order to open a User account: your company name, email address, phone number, and address. You will also need to create a username and password which we will store. Your payment information is required but that information is held by our third party payment processor, as described below.

1.2.2 Responsibility of Account Holders. When you create an account, you will be required to define a username and password. You are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. You may not assign or otherwise transfer your account to any other person or entity. You acknowledge that Textiful is not responsible for third party access to your account that results from theft or misappropriation of your account. Textiful and its associates reserve the right to refuse or cancel service, terminate accounts, or remove or edit content in our sole discretion.

1.2.2 Use of Your Customer Data. Textiful takes the position that your Customer Data belongs to you and your customers. Textiful does not sell or otherwise provide your customer data to any third parties without your consent, except as provided in our Privacy Statement.

2. Subscription to the Service.

2.1 Subscription. Subject to the payment of fees in Section 3, and the other terms and conditions of this Agreement, Textiful hereby grants you a non-exclusive, non-transferable subscription to the Service during the Subscription Term. During the enrollment process, you will have the opportunity to select the plan based on your needs. You are responsible for paying the fees for your plan. The Subscription Term will begin once you have completed the registration process and continue on a month-to-month basis until you notify Textiful within ten (10) days before the end of the then current period. If you change your subscription to an annual plan, your Subscription Term will continue on a year-to-year basis until you notify Textiful within thirty (30) days before the end of the then current period. You will continue to have access to the Sites up to the date of termination. Each successive renewal period becomes a part of Subscription Term.

2.2 Covenants. You agree that you will: (a) provide Textiful with: (i) all necessary cooperation in relation to this Agreement; and (ii) all necessary access to such information as may be required by Textiful in order to render the Service; (b) comply with all applicable laws and regulations with respect to the your activities under this Agreement; (c) carry out all other responsibilities set out in this Agreement in a timely and efficient manner; (d) obtain and maintain all necessary licenses, consents, and permissions necessary for Textiful to perform its obligations under this Agreement; (e) ensure that your computer hardware, network and systems comply with the relevant specifications provided by Textiful from time to time; and (f) be solely responsible for procuring and maintaining your network, network connections, and telecommunications links from your systems to Textiful’s servers, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network, network connections, or telecommunications links or caused by the internet.

You further agree that you will not:

  • Sending unsolicited marketing messages (i.e. spam) – for questions see our Anti-Spam policy, which is incorporated by reference;
  • Using any equipment or software that has the capacity to store or produce telephone numbers to be called, using a random or sequential number generator, in conjunction with your use of the Service;
  • Using any equipment or software that has the capacity to initiate messages without human intervention, in conjunction with your use of the Service;
  • Sending any calls to life-line services, such as hospitals, fire, police, 911 or utility- related telephone numbers;
  • Using strings of numbers as it is unlawful to engage two or more lines of a multi-line business;
  • Harvesting, or otherwise collecting information about others, without their consent;
  • Misleading others as to the identity of the sender of your messages, by creating a false identity, impersonating the identity of someone/something else or by providing contact details at do not belong to you;
  • Transmitting, associating or publishing any unlawful, racist, harassing, libelous, abusive, threatening, demeaning, immoral, harmful, vulgar, obscene, pornographic or otherwise objectionable material of any kind;
  • Transmitting any material that may infringe upon the intellectual property rights of third parties including trademarks, copyrights or other rights of publicity;
  • Transmitting any material that contains viruses, trojan horses, worms, time bombs, cancel-bots or any other harmful/deleterious programs;
  • Interfering with, or disrupting, networks connected to the Service or violating the regulations, policies or procedures of such networks;
  • Attempting to gain unauthorized access to the Service, other accounts, computer systems or networks connected to the Service, through password mining or any other means;
  • Interfering with another's use and enjoyment of the Service or Textiful; or
  • Engaging in any other activity that Textiful believes could subject it to criminal liability or civil penalty/judgment.

You agree to provide legally required contact information in any outbound message when and where required by any applicable local, state, national or international law or regulation. You further agree that Textiful is, under no circumstances, responsible for the contents and/or accuracy of your messages and Textiful will only transmit them on a basis of good faith that you use the Service in accordance with these Terms. You are solely responsible for providing the content of all messages initiated by you through the Service. Textiful will not be liable for any misuse of the Service by you. Textiful is not responsible for the views and opinions contained in any of your messages or broadcasts.

Textiful prohibits the use of their platform and services for certain types of text programs and content either stored or transmitted. These programs and content include but are not limited to the following: sex, hate, firearms, tobacco, illegal drugs, loans, payday loans, short-term loans, mortgage loans, student loans, debt, debt relief, debt consolidation, debt reduction, credit, credit repair, tax, tax relief, work from home, ponzi or pyramid schemes, multilevel marketing promotions. Textiful reserves the right to refuse, suspend, terminate any campaign, text program or account at any time and without warning that, in its opinion, is related to any type of said content or other content deemed unacceptable by Textiful.

2.3 Intellectual Property. You agree that Textiful owns all intellectual property rights in the Service. Except as expressly stated herein for the Subscription Term, this Agreement does not grant you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses with respect to the Service. You further agrees that you will not: (a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Sites or the Service in any form or media or by any means; (b) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Sites or the Service; (c) access all or any part of the Sites or the Service in order to build a product, site, or service which competes with the Service; or (d) use the Service to provide services to third parties without prior written consent.

3. Payment and Message Credits.

3.1 Payments. The fees for each subscription plan are found on the Site. Subject to payment of the fees for the subscription plan, you will have a subscription to the Services for the Subscription Term. Your payment for the Service, Credits, keywords, DIDs, usage-sensitive fees and/or plans (a portion of which also includes software maintenance and upgrades, as well as customer support) shall be deemed completed when Textiful receives the full amount of payment owed for such Service, Credits, keywords, DIDs and/or plans. You are responsible to pay for any message or broadcast you attempt to send to any number, regardless of whether the message is actually received by the intended recipient. As Textiful is dependent on other entities for the delivery of your messages and broadcasts, our price per credit may require adjustment in order to account for costs that are not in our control. Accordingly, we may adjust our prices from time to time without prior notice.

You are responsible for all charges related to purchases made using your account. In the event of accidental under billing in favor of a customer, a non-payment by customer under this Agreement, Textiful shall be entitled to immediately proceed with collection remedies and shall be entitled to recover any and all costs, fees, and expenses of such collection efforts, including but not limited to: collection agencies, court costs, filing and service of process fees, attorneys’ fees incurred from counsel of Textiful’s choosing, or any other costs, fees, and expenses incurred in the pursuit of collection on all customer accounts and receivables due and payable under these Terms.

Notwithstanding any contrary provisions in this Agreement, Textiful offers a free texting whereby subscribers to this portion of the Services (the “Freemium Service”) can send a specified number of outbound text messages free of charge under the terms contained in this Agreement. The number of free text messages a subscriber to the Freemium Service can send per month will be indicated in the Pricing Page after enrolling in the Freemium Service. After a Freemium Service subscriber has sent the designated number of free outbound text messages, the subscriber will not be able to send additional text unless the subscriber upgrades to a paid service plan. Not all features of Textiful’s paid services will be available to Freemium Service subscribers, the available features are subject to change at any time without notice to the subscriber, no phone support will be available and such subscribers agree to take this service “as is.” Existing subscribers may downgrade their service to the Freemium Service at any time.

3.2 Message Credits. Message credits are paperless vouchers that you purchase and which facilitate the transmission of SMS and MMS messages within Textiful. The submission of a seemingly valid message or broadcast will cause an associated quantity of credits to be debited from your account and you can obtain the real-time status of your account at any time through the online interface.

Any unused credits purchased as a part of a paid package or paid monthly plan, including any additional credits purchased during your monthly billing cycle as part of an upgrade to your plan, will not expire as long as the account remains active. These credits will be eligible for use in subsequent subscription periods. Users may request a full refund of any unused credits within one (1) business day of purchase.

If a user deletes their account, all accumulated credits instantly expire, are no longer valid and cannot be used. In addition, the rollover bank balance is reset to zero credits. Upon cancellation of an account, no cash refund will be issued for any credits that existed before the cancellation request.

3.3 Value of Credits. Credits have no cash value. The costs of credits may change over time as the cost of transmission changes, and thus you acknowledge that the number of credits needed to utilize the Service may change correspondingly. Messages sent to or from different markets or countries may require a different number of credits to send or receive each message. Multiple credits may be required to send or receive a single message.

Notwithstanding the above, Textiful may, in its sole discretion, offer customized plans that provide for individualized terms concerning credit expiration, billing cycles, account maintenance fees and/or other agreed upon terms. The terms of such customized plans will be made known and governed by the Pricing Page of our Service.

4. Cancellation and Termination.

You can cancel your subscription and this Agreement at any time by following the cancellation procedure on the Sites. Your access to the Sites will terminate at the end of the then current month. Textiful may terminate this Agreement immediately upon any material breach by you of any of the terms in this Agreement. We also may terminate this Agreement without cause at any time which termination will be effective immediately upon notice. Textiful will have no other liabilities for exercising its right to terminate this Agreement under this Section 4.

On cancellation or termination of this Agreement for any reason: (i) your subscription to the Service, as well as all permissions, subscriptions, and licenses granted to you by Textiful under this Agreement and the Subscription Term will immediately terminate, and you will make no further use of the Service; (ii) Textiful may immediately destroy or otherwise dispose of any of your content uploaded to Textiful’s Sites in its possession or under its control; and (iii) Textiful’s accrued rights to payment, as well as Sections 2.3, 5, 6, 7, 8, 9, 10, 11, 12, and 13 will survive termination or cancellation of this Agreement, however arising.

5. Data Protection and Security.

In order to ensure your compliance with this Agreement and to ensure that Textiful complies with national and international laws, we may, from time to time, randomly check the messages that you send. Nonetheless, we are committed to maintaining the privacy of your information, pursuant to our Privacy Policy. Except as otherwise required for your use of the Service as contemplated herein, Textiful does not want you to, and you should not, send any confidential or proprietary information to Textiful via the Service or the email addresses referenced on the Site.

6. Your Representations and Warranties.

You represent and warrant to Textiful that: (i) you have the right to enter into this Agreement; (ii) you have all rights, licenses, and consents required to use the Services under these terms, and further represent and warrant that your use of the Services do not and will not violate any applicable law or regulation; (iii) you will not use the Sites for any purpose that is unlawful or prohibited by this Agreement; and (iv) you will not use the Services to send any content or messages that are defamatory, threatening, obscene, harassing, otherwise unlawful, or that incorporates the proprietary material of another, and furthermore you will not send content or messages that contain firearms, ammunition, or other weapons.

You are prohibited from violating or attempting to violate the security of Textiful and its Service and from using Textiful and its Service to violate the security of other websites by any method. You therefore represent and warrant, the following: (a) you will not access data not intended for you or login into a server or account which you are not authorized to access; (b) you will not attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measurers without proper authorization; (c) you will not attempt to interfere with service to any user of Textiful or its Service, host or network, including, without limitation, via means of submitting a virus to the Services, overloading, “flooding,” “spamming,” “mailbombing,” or “crashing”; (d) you will not send unsolicited e-mail, including promotions and/or advertising of products or services for questions about this policy see our Anti-Spam Policy, which is incorporated herein by reference; or (e) you will not forge any Textiful packet header or any part of the header information in any e-mail, instant message, text message or newsgroup posting.

Violations of system or network security may result in civil or criminal liability. Textiful may investigate violations of this Agreement, and may involve and cooperate with law enforcement authorities in prosecuting users of the Textiful who are involved in such violations. All of the representation and warranties by you in this Agreement will survive termination or cancellation of this Agreement, however arising. Textiful reserves the right to terminate your access to the Services immediately and without notice in the event of any breach of any of these Representations and Warranties.

7. Disclaimer of Warranties.

Textiful does not and cannot warrant that the information you receive through the Sites will meet your expectations. Textiful does not and cannot warrant that the Service will operate without errors, or that the Service will be available and operational at all times or that you will always have access to the Service. We do not warrant that our services or the Internet or cellular or other communications networks will be available on a specified date or time or have the capacity to meet your demands during specific hours. Textiful will not be liable for any damage, loss, or cost that you may suffer arising out of use of, or inability to, use the Service, even if the Textiful had notice of the possibility of such damage, loss, or cost, regardless of whether such damage or event occurs as a result of the Textiful’s negligence. All of these disclaimers are regardless of whether such damage or event occurs as a result of the Textiful’s negligence.

THE SERVICE IS PROVIDED “AS IS” WITH “ALL FAULTS.” Textiful EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES WHATSOEVER, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL Textiful OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING LOST REVENUES OR PROFITS OR LOSS OF BUSINESS) RESULTING FROM THE PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT, WHETHER DUE TO A BREACH OF CONTRACT, BREACH OF WARRANTY, OR THE NEGLIGENCE OF Textiful OR ANY OTHER PARTY OR OTHERWISE, EVEN IF THE Textiful IS ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH DAMAGES.

8. Limitation of Liability.

In no event will Textiful’s liability for the performance or non-performance of its obligations under this Agreement exceed $1.00. The foregoing is intended as a complete allocation of the risks between Textiful and you. Because the bargain struck and the price paid reflect such allocation this limitation upon remedies will not have failed of its essential purpose.

9. Indemnity.

You agree that you indemnify and hold harmless Textiful, its officers, directors, employees and agents from and against any claim, liability, damage, assessment, or expense (including expenses of investigation and defense, and reasonable attorney fees and expenses) of any nature whatsoever sustained, suffered or incurred for or on account of, or arising from or in connection with, any breach by you of any representation, warranty or covenant set forth in this Agreement, or resulting from any act or omission by you.

10. Notice.

Textiful may deliver notice to you under this Agreement by electronic mail, a general or specific notice on Site, a communication to your account or by written communication delivered by first class U.S. mail to your address on record.

Notices to Textiful must be in writing and will be deemed given when (a) delivered personally, (b) sent by email to the following email address: support@textiful.com with NOTICE: in the subject line, or (c) sent to address below, in which case notice is deemed given upon receipt:

Textiful
Attn: Sam Schrup
218 E. Washington Street
Iowa City, IA 52246

11. Assignment.

Textiful may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement. You will not, without the prior written consent of Textiful, assign, transfer, charge, delegate, sub-contract or deal in any other manner with all or any of your rights or obligations under this agreement.

12. No Partnership or Agency.

Nothing contained in this Agreement will be construed to place Textiful and you in a relationship as partners, joint venturers, or principal and agent, respectively.

13. Miscellaneous.

This Agreement comprises the entire agreement between you and Textiful with respect to your use of Sites and the Service and supersede all prior agreements between the parties regarding the subject matter contained herein.

Textiful will have no liability to you under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Textiful or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, change in any law or governmental order, rule, regulation or direction that impacts the Services, or any accident, breakdown of machines, fire, flood, storm or default of suppliers, sub-contractors, or service providers.

This Agreement shall be governed and construed in accordance with the laws of the State of Iowa, without regard to its conflicts of law principles. You agree to promptly and voluntarily submit to the exclusive jurisdiction of the Iowa state courts located in Cedar Rapids, Iowa or the United States District Court for the Northern District of Iowa located in Cedar Rapids, Iowa, with respect to any legal proceedings arising out of this Agreement, waiving all defenses with respect to jurisdiction, forum and venue. Any claim by you relating to this Agreement must be brought within one year of the date on which the claim arises. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision.

You agree that money damages would not be a sufficient remedy for breach of this Agreement, and Textiful shall be entitled to specific performance and other equitable relief for any such breach, without the necessity of posting any bonds, in addition to any other remedies available to it at law or in equity. No waiver or amendment of any term in this Agreement shall be binding on Textiful unless made in a writing expressly stating that it is such a waiver or amendment and signed by an authorized agent of Textiful.