PLEASE READ ALL OF THE FOLLOWING TERMS CAREFULLY AS THEY CONTAIN INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION OF DISPUTES PROVISION IN SECTION 14 THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS. IF YOU BECOME A TEXTFLIP SUBSCRIBER AND PAY BY CREDIT OR DEBIT CARD (OR OTHER PAYMENT METHOD ASSOCIATED WITH AN AUTOMATICALLY RENEWING SUBSCRIPTION), YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW FOR CERTAIN PERIODS OF TIME IF YOU DO NOT TAKE CERTAIN STEPS. SEE SECTION 4 FOR MORE INFORMATION ON THE AUTOMATIC RENEWAL TERMS APPLICABLE TO SUBSCRIPTIONS.

IF YOU ARE SUBSCRIBING TO A TEAM PLAN, THE ADDITIONAL TERMS IN SECTION 17 APPLY.

This Terms of Service Agreement (“Agreement”) is made between TextFlip (Translation Cloud), LLC (“TextFlip”) operator of TextFlip.ai (including all subdomains), the TextFlip for Chrome extension, application programming interface (the “API”), and all other products, services and applications available therewith (collectively, the “Services”) and You (“User”) who may access and use the Services and technology thereon only pursuant to the following terms and conditions.

1. Acceptance of Terms.
   

   By accessing and using the Services, User hereby READS, UNDERSTANDS, ACCEPTS, and AGREES to be bound by this Agreement’s terms and conditions. Should User NOT accept these terms and conditions, User must neither access nor otherwise use any part of the Services or content or information available therewith. To the extent permitted by law, TextFlip may amend, at any time and from time to time, this Agreement by posting a version of this Agreement to https://TextFlip.ai/terms. TextFlip will notify User on its website and/or via email that amended terms have been posted. User agrees that its continued use of the Services constitutes an acceptance of such amendments. User shall have the opportunity to refuse said amendments solely by ceasing access to and utilization of the Services.

2. Residency and Age.
   

   The Services are intended to be accessed and utilized by Users who have attained the age of majority in their respective state or province. By accessing and using the Services, User hereby represents, warrants, and affirms that it is either at least 18 years of age, an emancipated minor, or has acquired a parent or guardian’s consent. User hereby affirms that it is, at a minimum and without exception, 13 years old. The Services are not intended to be accessed or utilized by children less than 13 years of age.

3. Disclaimer of Warranties.
   

   THE SERVICES AND THE ENTIRETY OF THEIR CONTENT AND INFORMATION AND MATERIALS PROVIDED THEREWITH ARE PROVIDED ON AN “AS IS,” “WHERE IS,” “AS AVAILABLE,” “WITH ALL FAULTS” BASIS, AND TEXTFLIP HEREBY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TEXTFLIP EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND REPRESENTATIONS THAT: (I) THE SERVICES WILL MEET USER’S REQUIREMENTS; (II) ACCESS TO THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (III) ANY INFORMATION OBTAINED THROUGH OR FROM THE SERVICES WILL BE ACCURATE OR RELIABLE; (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY USER THROUGH THE SERVICES WILL MEET EXPECTATIONS; (V) ANY USER-PROVIDED INFORMATION WILL NOT BE DISCLOSED TO THIRD-PARTIES; OR (VI) ANY DATA OR SOFTWARE ERRORS WILL BE CORRECTED.

4. Use of the Services.
   • TextFlip Usage Generally.
     The Services generally allow a User, pursuant to the terms and conditions herein, to compare and re-phrase textual content User submits to the Services (“Submissions”) using the Services’ proprietary technology and obtain metrics therefrom. User may adjust TextFlip configuration(s) to result in variations on the re-phrased textual content (the “Output”) and may edit the Output to suit User’s purpose(s).
   • Registration.
     

     To use certain features of the Services, User may be asked to register an account. User agrees: (i) to provide true, accurate, current and complete information (“User Information”) about itself as prompted by any registration form; and (ii) to maintain and promptly update its User Information to keep it true, accurate, current and complete. If TextFlip has reasonable grounds to suspect that User Information is untrue, inaccurate, not current or incomplete, TextFlip may suspend or terminate User’s access to and use of the Services (or any portion thereof). User is solely and fully responsible for maintaining the confidentiality of its username, password and, if applicable, API key (“Credentials”) and is solely and fully responsible for all activities that occur under its Credentials. User agrees to: (i) immediately notify TextFlip of any unauthorized use of User’s Credentials or any other breach of security; and (ii) ensure that User logs off from its account at the end of each web applications session. TextFlip cannot and will not be liable for any loss or damage arising from User’s failure to comply with this section.

   • Paid Services.
     
     • General.
       

       If User purchases any services that TextFlip offers for a fee (“Paid Services”), such as a subscription to TextFlip’s services, User authorizes TextFlip and its designated payment processors to store User’s payment information and other related information. User also agrees to pay the applicable fees for the Paid Services (including without limitation periodic fees for ongoing subscriptions) (the “Subscription Fees”) as they become due plus all related taxes (including, without limitation, sales and use taxes, duties, or other governmental taxes or fees), and to reimburse TextFlip for all collection costs and interest for any overdue amounts. All fees and charges are nonrefundable and there are no refunds or credits for any partially used Paid Services (including partially used subscription periods) except: (i) as required by applicable law; and (ii) at TextFlip’s sole and absolute discretion. Fees for the Paid Services may be payable in advance, in arrears, per usage, or as otherwise described when you initially purchase the Paid Services. Except as otherwise described in this Section 4, all prices for Paid Services are subject to change without notice.

     • Payment Method.
       

       TextFlip may, from time to time, offer various payment methods, including without limitation payment by credit card, by debit card, by check, by certain payment providers. User authorizes TextFlip to charge User for Paid Services through any payment method(s) User selects when purchasing the Paid Services (the “Payment Method”) and User agrees to make payment using such Payment Method(s) (TextFlip may, from time to time, receive and use updated payment method information provided by User or that financial institutions or payment processors may provide to TextFlip to update information related to User’s Payment Method(s), such as updated expiration dates or account numbers). Certain Payment Methods, such as credit cards and debit cards, may involve agreements between User and the financial institution, credit card issuer, or other provider of User’s chosen Payment Methods (the “Payment Method Provider”). If TextFlip does not receive payment from User’s Payment Method Provider, User agrees to directly pay all amounts due upon demand from TextFlip. User’s non- termination or continued use of the Paid Services reaffirms that TextFlip is authorized to charge User’s Payment Method.

     • Automatic Renewal of Subscriptions.
       IF USER PAYS FOR A SUBSCRIPTION BY CREDIT OR DEBIT CARD (OR OTHER PAYMENT METHOD IDENTIFIED ON TEXTFLIP’S SERVICES OR A SOCIAL NETWORKING SITE AS INVOLVING AN AUTOMATICALLY RENEWING SUBSCRIPTION) AND USER DOES NOT CANCEL USER’S SUBSCRIPTION AS SET FORTH IN THIS SECTION 4, USER’S SUBSCRIPTION WILL BE AUTOMATICALLY EXTENDED FOR SUCCESSIVE RENEWAL PERIODS OF THE SAME DURATION AS THE SUBSCRIPTION TERM ORIGINALLY SELECTED (FOR EXAMPLE, UNLESS USER CANCELS, A ONE MONTH SUBSCRIPTION WILL AUTOMATICALLY RENEW ON A MONTHLY BASIS). UNLESS OTHERWISE INDICATED IN ANY APPLICABLE ADDITIONAL TERMS OR COMMUNICATIONS TEXTFLIP SENDS TO USER’S REGISTERED EMAIL ADDRESS, SUCH RENEWAL WILL BE AT THE SAME SUBSCRIPTION FEE AS WHEN USER FIRST SUBSCRIBED, PLUS ANY APPLICABLE TAXES, UNLESS TEXTFLIP NOTIFIES USER AT LEAST 10 DAYS PRIOR TO THE END OF USER’S CURRENT TERM THAT THE SUBSCRIPTION FEE WILL INCREASE. USER ACKNOWLEDGES AND AGREES THAT USERS PAYMENT METHOD WILL BE AUTOMATICALLY CHARGED FOR SUCH SUBSCRIPTION FEES, PLUS ANY APPLICABLE TAXES, UPON EACH SUCH AUTOMATIC RENEWAL. USER ACKNOWLEDGES THAT USER’S SUBSCRIPTION IS SUBJECT TO AUTOMATIC RENEWALS AND USER CONSENTS TO AND ACCEPTS RESPONSIBILITY FOR ALL RECURRING CHARGES TO USER’S CREDIT OR DEBIT CARD (OR OTHER PAYMENT METHOD, AS APPLICABLE) BASED ON THIS AUTOMATIC RENEWAL FEATURE WITHOUT FURTHER AUTHORIZATION FROM USER AND WITHOUT FURTHER NOTICE EXCEPT AS REQUIRED BY LAW. USER FURTHER ACKNOWLEDGES THAT THE AMOUNT OF THE RECURRING CHARGE MAY CHANGE IF THE APPLICABLE TAX RATES CHANGE OR IF USER IS NOTIFIED THAT THERE WILL BE AN INCREASE IN THE APPLICABLE SUBSCRIPTION FEES.
     • Cancellation of Subscription.

       TO CHANGE OR CANCEL USER’S SUBSCRIPTION AT ANY TIME, USER MAY GO TO THE “BILLING” PAGE AFTER LOGGING INTO THEIR ACCOUNT AND ELECT TO “UNSUBSCRIBE.” IF USER CANCELS USER’S SUBSCRIPTION, USER’S SUBSCRIPTION BENEFITS WILL CONTINUE UNTIL THE END OF USER’S THEN-CURRENT SUBSCRIPTION TERM, BUT USER’S SUBSCRIPTION WILL NOT BE RENEWED AFTER THAT TERM EXPIRES. USER WILL NOT BE ENTITLED TO A PRORATED REFUND OF ANY PORTION OF THE SUBSCRIPTION FEES PAID FOR THE THEN-CURRENT SUBSCRIPTION TERM, EXCEPT AS REQUIRED BY APPLICABLE LAW.

     • Current Billing Information Required.

       User agrees to provide current, complete, and accurate billing information and agrees to promptly update all such information (such as changes in billing address, credit card number, or credit card expiration date) as necessary for the processing of all payments that are due to TextFlip. User agrees to promptly notify TextFlip if User’s Payment Method is canceled (for example, due to loss or theft) or if User becomes aware of a potential breach of security related to User’s Payment Method. If User fails to provide any of the foregoing information, User acknowledges that User’s current Payment Method may continue to be charged for Paid Services and that User will remain responsible for all such charges.

     • Change in Amount Authorized.

       If the total amount to be charged varies from the amount User authorized when purchasing any Paid Services (other than due to the imposition or change in the amount of taxes, including without limitation sales and use taxes, duties or other governmental taxes or fees), TextFlip will provide notice of the amount to be charged and the date of the charge at least 10 days before the scheduled date of the transaction. If User does not cancel User’s Paid Services before the increased price goes into effect, User agrees to pay the increased price for the Paid Services. User agrees that TextFlip may accumulate charges incurred and submit them as one or more aggregate charge during or at the end of each billing cycle. TextFlip will inform User of any additional charges which are accumulated.

     • Payment Processors.

       Ordering paid Services involves utilizing the secured server of a payment processing service provider (“PSP,” e.g., Stripe). Neither PSP nor any person or company related to PSP holds any ownership interest in the Services or TextFlip, nor receives any financial benefit from the Services or TextFlip other than a fee paid by TextFlip to PSP for the services performed by PSP. TextFlip makes absolutely no representations and/or warranties, and provides no assurances, regarding the PSP, the PSP owner, or the quality, availability, legality, or description of the payment processing services offered thereon. TEXTFLIP EXPRESSLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, NON- INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE PSP AND/OR THE SERVICES OFFERED THEREON.

   • API Usage.
     • TextFlip may, in its sole discretion, set limits on User’s API usage including, without limitation, limits on the frequency with which User’s requests are processed. TextFlip may change such usage limits at any time, and/or may utilize technical measures to prevent over-usage and/or stop usage of the APIs by an application after any usage limitations are exceeded.
     • The term “Brand Features” shall mean TextFlip’s trade names, trademarks, service marks, logos (e.g., the TextFlip robot logo), domain names, and other distinctive brand features. User agrees only to use TextFlip’s word mark TEXTFLIP, if at all, factually and in connection with User’s implementation of the API in User’s application or product. User shall not use any other Brand Feature in any other way. User shall not modify or alter any Brand Feature or use them in a confusing way, including suggesting sponsorship or endorsement by TextFlip, or in a way that confuses TextFlip with another brand.
5. Proprietary Rights.
   

   All rights and permissions not expressly granted herein are reserved by TextFlip.

   • For the term of this Agreement, and unless as otherwise agreed by TextFlip in writing, TextFlip grants User a limited, revocable, non- exclusive, non-transferable, non-assignable, non-sublicensable right and license to use, for User’s personal and non-commercial purposes, the Services and any API guidelines solely provided that User adheres to all of the terms and conditions of this Agreement. The foregoing is an express limited use license and not an assignment, sale, or other transfer of the Services or any patents, copyrights, trade secrets, moral rights, trademarks, know-how, or any related or other rights or interests or other intangible assets recognized under any laws, regulations, or international conventions, in any country or jurisdiction in the world (collectively, “Intellectual Property Rights”) of TextFlip or its licensors. Subject to the prohibitions of Section 6, any rights not expressly licensed pursuant to this section are reserved and upon termination of this Agreement, all rights which are licensed shall terminate.
   • User hereby grants TextFlip an unlimited, irrevocable, worldwide, non- exclusive, transferable, assignable, royalty-free, sublicensable right and license to use the Submissions for any purpose including, without limitation, developing the TextFlip technology, providing tailored Services experiences to User, and generating the Output. The non-exclusive license hereby granted to TextFlip under this Section will extend to any associated Intellectual Property Rights in the Submissions and will continue in perpetuity, notwithstanding the termination of this Agreement.
   • To the fullest extent permitted by law, User will own all rights, title, and interest in the Output including, without limitation, all Intellectual Property Rights therein. User hereby grants to TextFlip an unlimited, irrevocable, worldwide, non-exclusive, transferable, assignable, royalty-free, sublicensable right and license to use, store, reproduce, publish and publicly display, modify and create derivative works of the Output, and Intellectual Property rights which may be contained therein, as well as all other rights necessary to use and exercise all rights in the Output in connection with the Services and/or otherwise in connection with the TextFlip business for any purpose.
6. Prohibited Uses of the Services.
   

   User agrees that it may NOT: (a) use the Services or any content or information available through the Services for any unauthorized purpose including, without limitation, exceeding Submission limitations and acting beyond the scope of paid services; (b) interfere with or damage the Services including, without limitation, through the use of viruses, spyware, malware, harmful code, flood pings, denial of service attacks, packet or IP spoofing, forged routing, or methods that in any way reproduce or circumvent the navigational structure or presentation of the Services; (c) use the Services to collect, store, or distribute any information about any other person; (d) use the Services to send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or in violation of third-party privacy rights; (e) use the Services to impersonate any person, company, or entity; (f) modify, sublicense, assign, give, transfer, translate, sell, resell, reverse engineer, decipher, decompile, or otherwise disassemble any code, data, content, or information available through the Services or any software components used on or for the Services or access thereto; (g) attempt to gain unauthorized access to the Services or their related systems or networks; (h) use any third-party software or scripts to collect information from or through the Services; (i) distribute, re-distribute, or permit transfer of the Services or content or information available through the Services in violation of any export or import law and/or regulation or restriction of the United States of America and its agencies or authorities, or without all required approvals, licenses or exemptions; (j) use the Services to disseminate, store, or transmit unsolicited messages, chain letters, or unsolicited commercial e-mail; (k) use the Services to disseminate, store, or transmit files, graphics, software or other material that actually, impliedly, or potentially infringes the copyright, trademark, patent, trade secret, trade name or other Intellectual Property Right of any person, entity, partnership, organization, association or otherwise; (l) adapt, translate, or create any derivative works of the Services or merge the Services into any other software; (m) use the Services to display or promote spyware, adware, spam, or other malicious programs or code, counterfeit goods, items subject to US embargo, hate materials or materials urging acts of terrorism or violence, goods made from protected animal/plant species, recalled goods, any hacking, surveillance, interception, or descrambling equipment, illegal drugs and paraphernalia, unlicensed sale of prescription drugs and medical devices, the sale of tobacco or alcohol to persons under twenty-one (21) years of age, pornography, prostitution, body parts and bodily fluids, stolen products and items used for theft, fireworks, explosives, and hazardous materials, government IDs, police items, unlicensed trade or dealing in stocks and securities, gambling items, professional services regulated by state licensing regimes, non- transferable items such as airline tickets or event tickets, non-packaged food items, or weapons and accessories; (n) use the Services to create, train, or improve (directly or indirectly) a similar product, service, or platform, including any other machine learning algorithms or machine translation or paraphrasing system; (o) use or retain translated text or any other data on the Services for the purpose of creating, training, or improving (directly or indirectly) a translation service, product, or platform, including any other machine learning algorithms or machine translation or paraphrasing system; (p) display or make available, publicly, more than 300,000 characters of Output from the Services or input to and Output from the Services in proximate comparative fashion (e.g., side-by- side); (q) unless otherwise agreed by TextFlip and User in writing, use the Services to augment datasets to improve natural language processing systems; or (r) assist any third-party in doing any of the foregoing.

7. Security of User’s System.
   

   User shall be solely responsible for the security, confidentiality, and integrity of all content that User receives, transmits through or stores via the Services or on any computer, mobile device, or related equipment that is used to access the Services.

8. Term and Termination.

   This Agreement remains effective from the moment User accesses or uses the Services until terminated. This Agreement will terminate automatically without notice from the TextFlip if User fails to comply with any provision of this Agreement. TextFlip reserves the right, in its sole discretion and without prior notice to User, at any time and for any reason, to: (i) remove or disable access to all or any portion of the Services; (ii) suspend User’s access to or use of all or any portion of the Services; and (iii) terminate this Agreement.

9. Links.

   The Services may contain links to other Internet sites and resources, and User hereby acknowledges and agrees that: (i) TextFlip shall not be responsible for the availability of such external sites or resources; and (ii) TextFlip does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such websites or resources. User agrees that TextFlip shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of, or reliance upon, any such content, goods or services available on or through any such website or resource.

10. Limited Liability.
    • IN NO EVENT SHALL TEXTFLIP, ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, SUCCESSORS, OR ASSIGNS (“TEXTFLIP PARTIES”) BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING FROM OR RELATING TO: (I) THE AVAILABILITY OF THE SERVICES; (II) THE ACTS, OMISSIONS, OR CONDUCT OF ANY USER OR THIRD-PARTY, WHETHER ONLINE OR OFFLINE; (III) ANY CONTENT ON THE SERVICES; (IV) ANY GOODS OR SERVICES ACQUIRED AS A RESULT OF ANY INFORMATION OBTAINED OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICES; OR (V) ANY USE OF GOODS OR SERVICES MADE AVAILABLE ON ANY INTERNET RESOURCE OR WEBPAGE LINKED TO THE SERVICES. THE TEXTFLIP PARTIES SHALL NOT BE HELD RESPONSIBLE FOR TECHNICAL MALFUNCTIONS OF ANY TELEPHONE SYSTEM, CELLULAR NETWORK, CABLE SYSTEM, COMPUTER EQUIPMENT, SERVER, PROVIDER, OR SOFTWARE. THE TEXTFLIP PARTIES SHALL NOT BE HELD RESPONSIBLE FOR ANY INJURY OR DAMAGE TO USER’S COMPUTER OR EQUIPMENT RESULTING FROM ACCESS TO OR USE OF THE SERVICES INCLUDING, BUT NOT LIMITED TO, WEB PAGE VIEWING, FILE DOWNLOADING OR STREAMING, SERVER USE OR ACCESS, OR FOLLOWING LINKS ON THE SERVICES. USER ACCESSES THE SERVICES AT HIS/HER OWN RISK AND IS SINGULARLY RESPONSIBLE FOR ANY LOSS, DAMAGE, OR COSTS INCURRED DURING SUCH ACTIVITY. THE TEXTFLIP PARTIES SHALL NOT BE RESPONSIBLE FOR ANY INCORRECT OR INACCURATE CONTENT POSTED ON OR RECEIVED FROM THE SERVICES, REGARDLESS OF THE CAUSE OF SUCH INACCURACY. THE TEXTFLIP PARTIES SHALL NOT BE RESPONSIBLE FOR ANY CONDUCT OF ANY USER OF THE SERVICES. THE TEXTFLIP PARTIES SHALL NOT BE RESPONSIBLE FOR ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, OPERATIONAL DELAY, COMMUNICATION LINE FAILURE, OR THEFT, BREACH, DESTRUCTION, OR ALTERATION OF USER’S COMMUNICATION. NO DATA OR INFORMATION OBTAINED FROM THE TEXTFLIP PARTIES SHALL CREATE ANY WARRANTY.
    • THE TEXTFLIP PARTIES’ AGGREGATE LIABILITY TO USER OR ANY THIRD-PARTY, IN ANY MATTER ARISING FROM OR RELATED TO THE SERVICES OR THE AGREEMENT, SHALL NOT EXCEED THE SUM OF TEN DOLLARS ($10.00).
    • USER’S ACCESS OR USE OF ANY THIRD-PARTY INTERNET RESOURCE LINKED TO OR FROM THE SOFTWARE, OR USER’S USE OF GOODS OR SERVICES FROM THIRD-PARTY INTERNET RESOURCES LINKED TO OR FROM THE SOFTWARE, IS MADE AT USER’S OWN RISK. USER HEREBY RELEASES THE TEXTFLIP PARTIES FROM ANY DAMAGES USER SUFFERS FROM USER’S ACCESS TO THIRD-PARTY INTERNET RESOURCES, AND USER AGREES NOT TO MAKE ANY CLAIMS AGAINST THE TEXTFLIP PARTIES ARISING FROM ANY PURCHASE OR ACQUISITION OF GOODS AND SERVICES MADE AVAILABLE THROUGH THE SERVICES OR THROUGH THIRD-PARTY INTERNET RESOURCES.
    • THE TEXTFLIP PARTIES SHALL NOT BE LIABLE FOR ANY DAMAGES RESULTING FROM THE FAILURE, BY ANY PARTY, TO PROTECT USER PASSWORDS OR ACCOUNT INFORMATION. THE TEXTFLIP PARTIES SHALL NOT BE LIABLE FOR ANY FAILURE OR PERFORMANCE DELAY UNDER THE AGREEMENT DUE TO CIRCUMSTANCES BEYOND THE TEXTFLIP PARTIES’ CONTROL INCLUDING, BUT NOT LIMITED TO, NATURAL CATASTROPHES, GOVERNMENTAL ACTS, LAWS OR REGULATIONS, TERRORISM, LABOR STRIKES OR DIFFICULTIES, COMMUNICATION SYSTEM INTERRUPTIONS, HARDWARE OR SOFTWARE FAILURES, TRANSPORTATION INTERRUPTIONS, OR ANY INABILITY TO ACQUIRE MATERIALS OR SUPPLIES. THE TEXTFLIP PARTIES SHALL NOT BE LIABLE FOR ANY ILLEGAL, ABUSIVE, OR OTHERWISE INAPPROPRIATE ACTIVITY PERFORMED BY USER INCLUDING, WITHOUT LIMITATION, USING THE SERVICES TO INFRINGE THE COPYRIGHT OR OTHER INTELLECTUAL PROPERTY RIGHT(S) OF ANOTHER. THE TEXTFLIP PARTIES SHALL NOT BE LIABLE FOR COMPLIANCE OR LACK THEREOF BY ANY THIRD- PARTY VENDORS WITH RESPECT TO ANY APPLICABLE LAWS AND REGULATIONS.
11. Indemnification.
    • Occurrence.

      User agrees to defend the TextFlip Parties to the fullest extent permitted by law, against any and all claims, demands and/or actions and indemnify and hold the TextFlip Parties harmless from and against any and all losses, damages, costs and expenses, including reasonable attorney’s fees, (each a “Claim), regardless of whether such Claim is due to a TextFlip Party’s active or passive negligence, arising out of or relating to: (i) any User breach of any provision of this Agreement and/or any representation or warranty identified herein; (ii) User’s use of the Services, including any data or information transmitted or received by User; (iii) any unacceptable use of the Services by User including, without limitation, any statement, data or content made, transmitted, or republished by User which is infringing or otherwise prohibited as unacceptable in Section 6; or (iv) any expenses TextFlip incurs in enforcing this Section including, without limitation, reasonable attorney’s fees and costs.

    • Procedures.

      TextFlip will promptly notify User of any claim or action with respect to any claim for indemnification hereunder, and User will undertake the defense or settlement and all related costs and expenses of any claim or action for which it has an indemnification obligation. User will have the right to settle or compromise any action to which its indemnification is applicable, except that User may not agree to any settlement without the prior written consent of TextFlip if such settlement would cause TextFlip to undertake any action, assume any liability, pay any monies, or acknowledge any wrongdoing or have a judgment entered against it. Notwithstanding the foregoing, TextFlip will have the right to undertake the defense of any claim asserted against it at User’s expense in the event that: (i) User fails to assume the defense of such claim; (ii) TextFlip reasonably determines that an adverse outcome could be material to TextFlip’s business; (iii) there are conflicts between User’s and TextFlip’s interests in such litigation; or (iv) TextFlip reasonably believes that User does not have the financial resources needed to satisfy its indemnification obligation in the event of an adverse outcome.

12. TextFlip Privacy Policy.

    User acknowledges reading TextFlip’s Privacy Policy, available at https://TextFlip.ai/privacy

13. Take-Down Requests, DMCA.

    TextFlip expressly prohibits users from uploading, posting, or otherwise distributing through the Services any content which may violate another party’s Intellectual Property Rights, privacy, publicity, or other rights. User agrees to comply with TextFlip’s Copyright Policy, incorporated by reference herein.

    If any party believes any user content on the Services violates or otherwise infringes upon any of their rights, they are encouraged to contact TextFlip immediately to request that the allegedly offending content (“Offending Content”) be removed from the Services. Please read our Copyright Policy for how to make a takedown request.

    It should be noted that individuals making misrepresentations in alleging that material appearing on the TextFlip Services constitutes copyright infringement may be liable for damages pursuant to 17 U.S.C. § 512(f).

14. Dispute Resolution Protocol.
    • Controlling Law and Jurisdiction.

      This Agreement will be interpreted in accordance with the laws of the State of New Jersey and the United States of America, without regard to its conflict-of-law provisions. User and TextFlip agree to submit to the personal jurisdiction of the state and federal courts located within Morris County, New Jersey, for any actions involving actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights, or User’s outstanding payment of fees due hereunder.

    • Negotiations.

      In the event any dispute arises except those disputes the involving actual or threatened infringement, misappropriation, or violation of a party’s Intellectual Property Rights, User and TextFlip agree to first attempt to negotiate the resolution any dispute, informally for at least thirty (30) days before initiating any arbitration or court proceeding.

    • Other parties.

      User accepts that, as a corporation, TextFlip has an interest in limiting the personal liability of its officers and employees. User agrees that it will not bring any claim personally against TextFlip’s officers or employees in respect of any losses User suffers in connection with the Services. Without prejudice to the foregoing, User agrees that the limitations of warranties and liability set out in this Agreement will protect TextFlip’s officers, employees, agents, subsidiaries, successors, assigns, and sub- contractors as well as TextFlip.

    • Binding Arbitration.

      All claims arising from use of the Services (except those disputes involving actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights, or User’s outstanding payment of fees due hereunder) will be finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party will be final and binding on the other. User understands that if either party elects to arbitrate, neither party will have the right to sue in court or have a jury trial. The arbitration will be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes both of which are available at the AAA website http://www.adr.org. The Parties will submit briefs of no more than 10 pages and the arbitration hearing will be limited to two (2) days maximum. The arbitrator must apply New Jersey law and any award may be challenged if the arbitrator fails to do so. Unless otherwise agreed by the Parties, arbitration will take place in Long Hill, New Jersey. User’s arbitration fees and User’s share of arbitrator compensation will be governed by the AAA Rules and, where appropriate, limited by the AAA Consumer Rules. If User’s claim for damages does not exceed $10,000, TextFlip will pay User’s share of arbitration fees unless the arbitrator finds that either the substance of User’s claim or the relief sought was frivolous or brought for an improper purpose as determined pursuant to Federal Rule of Civil Procedure 11(b). The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing. The Parties may litigate in court to compel arbitration, stay proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.

    • WAIVER OF RIGHT TO BE A PLAINTIFF OR CLASS MEMBER.

      USER AND TEXTFLIP AGREE THAT ANY ARBITRATION WILL BE LIMITED TO THE DISPUTE BETWEEN TEXTFLIP AND USER INDIVIDUALLY. USER ACKNOWLEDGES AND AGREES THAT USER AND TEXTFLIP ARE EACH WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE ACTION OR PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE USER’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF ANY CONSOLIDATES, CLASS, OR REPRESENTATIVE PROCEEDING.

15. Miscellanea.
    • Waiver; Remedies Cumulative.

      To the maximum extent permitted by applicable law: (i) no claim or right arising out of this Agreement or any of the documents referred to in this Agreement can be discharged by a Party, in whole or in part, by a waiver or renunciation of the claim or right unless in writing signed by such Party; (ii) no waiver that may be given by a Party will be applicable except in the specific instance for which it is given; and (iii) no notice to or demand on one Party will be deemed to be a waiver of any obligation of that Party or of the right of the Party giving such notice or demand to take further action without notice or demand as provided in this Agreement.

    • Entire Agreement and Modification.

      This Agreement constitutes the complete and exclusive statement of the agreement between the Parties with respect to the Services and supersedes any and all prior or contemporaneous communications, representations, statements and understandings, whether oral or written, between the Parties concerning the Services. This Agreement may be modified by TextFlip and User may agree in writing.

    • Severability.

      If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

    • Remedies.

      The rights granted by TextFlip herein are of a special, unique, and intellectual nature, which gives them a peculiar value, the loss of which cannot be reasonably or adequately compensated for in damages in an action at law. In addition, User acknowledges that during the course of accessing or using the Services, User will or may have access to TextFlip’s proprietary information, including, without limitation, code and related materials. Accordingly, the breach by User of the provisions of this Agreement concerning TextFlip’s proprietary rights will cause TextFlip irreparable injury and damage for which TextFlip will be entitled, without posting any bond or security, to seek injunctive or other equitable relief. The granting of equitable relief will not be construed as a waiver of any other rights of TextFlip in law or in equity. User agrees that the rights and remedies of User in the event of a breach of this Agreement by TextFlip shall be limited to the right to recover damages, if any, in an action at law, and in no event shall User be entitled to terminate or rescind this Agreement or enjoin or restrain TextFlip’s use or exploitation of the Submissions.

    • Assignment.

      TextFlip may assign any of its rights or delegate any of its obligations hereunder to any person or entity at any time without User’s consent. User may not assign any of its rights or delegate any of its obligations hereunder to any person or entity without the prior written consent of TextFlip. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of the successors and permitted assigns of the parties. Nothing expressed or referred to in this Agreement will be construed to give any person other than the parties to this Agreement any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement, except such rights as will inure to a successor or permitted assignee pursuant to this Section.

    • California Consumer Complaints.

      Pursuant to Cal. Civ. Code. § 1789.3, user complaints or requests for further information may be sent to [email protected]. The Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs may be reached at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834 (800) 952-5210.

    • Survival.

      Sections 3, 5-6, 10-11, and 14-15 shall survive the termination of this Agreement.

16. Additional Terms Applicable to Team Plan Subscribers.

    These additional terms apply if you purchase a Team Plan or use TextFlip’s Services under a Team Plan. For purposes of this section, “Owner” refers to the purchaser of a team plan with TextFlip (“Team Plan”), “Writers” refers to multiple individual users who are authorized and invited by Owner or an Administrator to simultaneously access the benefits of the TextFlip Services under the Team Plan, and “Administrator” refers to a Writer that has been granted permission by the Owner to add or remove Writers.

    • These additional terms (“Team Plan Terms”) are binding and effective on the date Owner, Writers, or Administrators begin using the Team Plan. If at any point the Owner transfers ownership of the Team Plan to a new account Owner, by accessing and using the Team Plan account, the new Team Plan Owner hereby agrees to be bound by these Team Plan Terms.
    • Use of Team Plan.
      • Acceptable Use. TextFlip Services offered under the Team Plan are at all times subject to TextFlip’s Terms of Service.
      • Owner Responsibility. Owners of a Team Plan are responsible for:
        1. The use of the TextFlip Services under the Team Plan by any Writer, Administrator, and any new Writer invited by the Owner or an Administrator; and
        2. 2. Maintaining the confidentiality of any non-public authentication credentials associated with a Writers or Administrators use of the Team Plan. Owner must promptly notify our customer support team about any possible misuse of the accounts or authentication credentials or any security incident related to the Team Plan.
      • Maximum Number of Team Plan Users. Owners acknowledge and agree that the maximum number of concurrent Writers or Administrators who access or otherwise use the TextFlip Services under the Team Plan shall not exceed the permitted number of Writers, Administrators, or other limits imposed by TextFlip, if any, at the time. Fees and conditions apply if the Owner wants to add additional Writers to the Team Plan.
    • Effective Date, Term, and Renewal Term. The Effective Date for your Team Plan subscription will be the date, as determined by TextFlip, of the Owner’s purchase of the Team Plan and shall continue until terminated. Team Plan subscriptions shall automatically commence on the one (1) year anniversary of the Effective Date.
    • Writer Account Termination and Team Plan Termination.
      • Writer Account Termination. Access to a Writer account under the Team Plan may be removed by the Owner or an Administrator at any time. A Writer may terminate their Team Plan account by removal from the Owner, an Administrator, or by directly contacting TextFlip’s customer support team.
      • Team Plan Termination. A Team Plan may be terminated at any time by the Owner in the Owner’s account page or by contacting TextFlip’s customer support team directly. When the Team Plan is terminated, all accounts under the Team Plan will be downgraded from a premium account to a free account.
      • Pausing Your Team Plan. A Team Plan subscription cannot be paused. Writer accounts within a Team Plan subscription cannot be paused.
      • Transferring Writer Account(s). A Writer cannot transfer their Team Plan account to a third party. Only the Owner and an Administrator can add or remove Writers from the Team Plan.
    • TextFlip Rights.
      • Verification. TextFlip reserves the right, but shall have no obligation, to verify that Writers have been authorized and verified by the Owner or an Administrator and to restrict access to the TextFlip Services if, in TextFlip’s reasonable judgment and in TextFlip’s own discretion, a Writer cannot be verified. TextFlip reserves the right to investigate any violation or potential violation of TextFlip’s Terms of Service or in cases of suspected fraud.
      • Suspension. TextFlip may suspend all accounts under the Team Plan if:
        • Owner, or any of Writers, including any Administrators, use of the TextFlip Services poses a risk to the Services, TextFlip (including, but not limited to, TextFlip’s infrastructure, security, and third-party relationships), or TextFlip’s other customers;
        • Owner or any Team Plan users, including any Administrators, use the TextFlip Services in a manner that could subject TextFlip to liability;
        • Owner’s payment of the subscription fees of the Team Plan is late; or
        • Owner or any Team Plan users, including any Administrators, are otherwise in breach of TextFlip’s Terms of Service (including these Team Plan Terms), or in cases of suspected fraud.