TxtPlai develops messaging technology that uses an integrated keyboard to generate a unique video clip or a gif. This technology will provide illustration and comments for the message by using videos, images, graphical effects, sound effects and parentheses. The technology takes the trends in messaging one step further. As with any mobile application with limited functions, TxtPlai does not protect your mobile device or files against third party unauthorized access.
By accessing and/or using the Service, including by doing so after accessing this Agreement, You represent and warrant that You are at least 13 years old. Any individual using the Service on behalf of a company further represents and warrants that they are authorized to act and enter into contracts on behalf of that company. This Agreement is void where prohibited.
5. TXTPLAI’S ROLE; USE AT YOUR OWN RISK
Without limitation, You agree that You will use the Service at Your own risk, without limitation and pursuant to Section 8 (Assumption of Risk; Release).
Subject to Your compliance with the terms and conditions of this Agreement, TxtPlai grants You a non-exclusive, non-sublicensable, revocable as stated in this Agreement, non-transferable license to use the Service. The Service, including any portion of the TxtPlai mobile application, may not be reproduced, duplicated, copied, modified, sold, resold, distributed, transmitted, or otherwise exploited for any commercial purpose without the prior, express written consent of TxtPlai. All rights not expressly granted herein are reserved by TxtPlai. Without limitation, this Agreement grants You no rights in or to the intellectual property of TxtPlai or any other party, except as expressly set forth herein. Your rights under this section will immediately terminate in the event that You breach, actually or potentially, in the sole discretion of TxtPlai, any provision of this Agreement.
7. NO RELIANCE ON THIRD-PARTY CONTENT
The Service is provided only as a technology solution. Opinions, advice, statements, or other information made available about the Service by third parties, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. TxtPlai does not: (i) guarantee the accuracy, completeness, or usefulness of any third-party information about the Service or accessible on or through the Service; or (ii) adopt, endorse, or accept responsibility for the accuracy or reliability of any opinion, advice, or statement made by a third party about the Service or by means of the Service. Under no circumstances will TxtPlai be responsible for any loss or damage resulting from Your reliance on information or other content posted through the Service or about the Service, including any information or other content transmitted to or by any third party.
8. ASSUMPTION OF RISK; RELEASE
You knowingly and freely assume all risk when using the Service. You, on behalf of yourself, Your personal representatives, and Your heirs, hereby voluntarily agree to release, waive, discharge, hold harmless, defend, and indemnify TxtPlai and its stockholders, officers, directors, employees, agents, affiliates, consultants, representatives, sublicensees, successors, and assigns (collectively, the "TxtPlai Parties") from any and all claims, actions, or losses for bodily injury, property damage, wrongful death, emotional distress, loss of privacy, or other damages or harm, whether to You or to third parties, that may result from Your use of the Service.
9. ACCURATE USER INFORMATION; YOU ARE RESPONSIBLE FOR ACCESS TO TXTPLAI
TxtPlai shall not be liable for any loss that You incur as a result of someone else using Your mobile device or accessing Your mobile device, including by accessing TxtPlai either with or without Your knowledge. You may be held liable for any losses incurred by TxtPlai, its affiliates, officers, directors, employees, consultants, agents, and representatives due to someone else’s use of Your copy of TxtPlai.
10. CONSENT TO RECEIVE ELECTRONIC COMMUNICATIONS FROM TXTPLAI
Without limitation, by registering for the Service and providing Your name. Through the Service, You hereby expressly consent to receive electronic and other communications from TxtPlai over the short term and periodically, including, but not limited to, in-app notifications or push notifications, regarding the Service, new product offers, promotions, and other matters. You may opt-out of receiving electronic communications at any time by sending an email email@example.com.
11. THIRD-PARTY WEBSITES
The Service is linked with third parties ("Third-Party"), some of whom may have established relationships with TxtPlai and some of whom may not. TxtPlai does not have control over the content and performance of the Third Party. TxtPlai has not reviewed, and cannot review or control, all of the material, including computer software or other goods or Services, made available by the Third Party.
12. USER CONTENT AND DELETION WARNING
"User Content" is any content, material, or information, not including personally identifiable information that TxtPlai collects for You or you had provided to TxtPlai (e.g., first and last name, phone number, number of messages sent, number of photos sent, time spent online and type of mobile device used), that You submit, upload, and/or post to, or transmit, display, perform, or distribute by means of the Service, whether in connection with Your use of the Service or otherwise. TxtPlai does not claim ownership of any User Content. You retain all right, title, and interest, including without limitation all worldwide intellectual property rights, in and to Your User Content. You hereby represent and warrant that You: (a) own all rights, title, and interest in and to any and all User Content You submit, or are otherwise authorized to grant the rights provided the TxtPlai Parties under this section, or (b) have written consent, release, and/or permission of each and every identifiable individual person in any User Content You submit to use the name and likeness of each and every such identifiable person in the User Content. TxtPlai reserves the right, in its sole discretion, to reject any User Content for any reason. "Uploaded Content" specified in this Section 13 and Section 14 (Prohibited Uses) are not exhaustive lists of content that TxtPlai reserves the right to remove or deny.
13. UPLOADED CONTENT
14. PROHIBITED USES
TxtPlai imposes certain restrictions on Your use of the Service. You agree that You will not: (a) "stalk" or otherwise harass any person, or contact any person who has requested not to be contacted; (b) provide false, misleading or inaccurate information to TxtPlai; (c) impersonate, or otherwise misrepresent affiliation, connection, or association with, any person or entity; (d) modify or change the placement and location of any advertisement posted through the Service; (e) harvest or otherwise collect information about TxtPlai users, including email addresses and phone numbers; (f) use or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars, or intelligent agents) to harvest or otherwise collect information from the Service for any use, including without limitation use on Third-Party Websites; (g) access content or data not intended for You, or log onto a server or account that You are not authorized to access; (h) attempt to probe, scan, or test the vulnerability of the Service, or any associated system or network, or breach security or authentication measures without proper authorization; (i) interfere or attempt to interfere with the use of the Service by any other user, host, or network, including without limitation by means of submitting a virus, overloading, "flooding," "spamming," "mail bombing," or "crashing"; (j) use the Service to send unsolicited email, including without limitation promotions or advertisements for products or Services; or (k) attempt to modify, reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by the TxtPlai Parties in providing the Service. Any violation of this section may subject You to civil and/or criminal liability.
15. PERMISSIONS AND USE
a. Access to information TxtPlai may collect Your content and information (including; sending SMS or MMS messages, and Your usage behavior) as well as content and information that others have shared with you.
b. Limitation of Service TxtPlai may select to limit Your use of the Service. You can export certain aspects of the Service to be shared on platforms external to the TxtPlai app (such as, but not limited to, your email account and other messaging apps).
c. Display Preferences In the future the TxtPlai app can appear on your display menu of your mobile device by dialing a number [Pin Code] which will automatically open the TxtPlai app (no app is displayed on your mobile device, but upon access to the installed apps section in the settings bar).
16. INTELLECTUAL PROPERTY
a. Compliance with Law You represent and warrant that, when using the Service, You will obey all applicable laws and respect the intellectual property rights of others. Your use of the Service is at all times governed by and subject to laws regarding copyright ownership and use of intellectual property generally. You agree not to upload, post, transmit, display, perform, or distribute any content, information or other materials in violation of any third party’s copyrights, trademarks, or other intellectual property or proprietary rights. You hereby represent and warrant that You are the sole and exclusive owner of any user content that you submit through the Service. You shall be solely responsible for any violations of any laws and for any infringements of third-party rights caused by Your use of the Service. TxtPlai users bear the sole burden of proving that content, information, or other materials do not violate any laws or third-party rights.
b. Copyrighted Materials; Copyright Notice All content and other materials available through the Service, including without limitation the TxtPlai logo, trademark, design, text, graphics, and other files, and the selection, arrangement, and organization thereof, are either owned by TxtPlai or any of its licensors and suppliers. Neither Your use of the Service nor this Agreement grant You any right, title, or interest in or to any such materials.
17. DISCLAIMERS; LIMITATION OF LIABILITY
a. No Warranties TxtPlai, on behalf of itself and its licensors and suppliers, hereby expressly disclaims any and all warranties, express or implied, regarding the Service, arising by operation of law or otherwise, including without limitation any and all implied warranties of merchantability, fitness for a particular purpose, non-infringement, no encumbrance, or title, in addition to any warranties arising from a course of dealing, usage, or trade practice. Neither TxtPlai nor its licensors or suppliers warrants that the Service will meet Your requirements, or that the operation of the Service will be uninterrupted or error-free. TxtPlai disclaims all implied liability for damages arising out of the furnishing of the Service pursuant to this Agreement, including without limitation, mistakes, omissions, interruptions, delays, tortious conduct, errors, representations, or other defects arising out of the failure to the furnish the Service, whether caused by acts of commission or omission, or any other damage occurring. TxtPlai shall not be liable for any indirect, incidental, special, consequential, or punitive damages (including without limitation damages for lost profits or lost revenues, loss of data etc.), whether caused by the acts or omissions of TxtPlai, TxtPlai parties, or TxtPlai users, or their agents or representatives.
b. Your Responsibility for Loss or Damage; Backup of Data You agree that Your use of the Service is at your sole risk. You will not hold TxtPlai or its licensors and suppliers, as applicable, responsible for any loss or damage that results from your access to and/or use of the Service, including without limitation any loss or damage to any of your computers, mobile devices, including without limitations tablets and/or smartphones, or data. The Service may contain bugs, errors, problems, or other limitations. You hereby acknowledge that a catastrophic disk failure or other similar event could result in the loss of all of the data related to Your account.
c. Limitation of Liability In no event shall TxtPlai or its licensors or suppliers be liable to You for any claims arising from Your use with the Service, including without limitation for special, incidental, or consequential damages, lost profits, lost data or confidential or other information, loss of privacy, costs of procurement of substitute goods or Services, failure to meet any duty including without limitation of good faith or of reasonable care, negligence, or otherwise, regardless of the foreseeability of those damages or of any advice or notice given to TxtPlai or its licensors and suppliers arising out of or in connection with Your use of the Service. This limitation shall apply regardless of whether the damages arise out of breach of contract, tort, or any other legal theory or form of action. You agree that this limitation of liability represents a reasonable allocation of risk and is a fundamental element of the basis of the bargain between TxtPlai and You. The Service would not be provided without such limitations.
d. Application The above disclaimers, waivers, and limitations do not in any way limit any other disclaimer of warranties or any other limitation of liability in any other Agreement between You and TxtPlai or between You and any of TxtPlai’s licensors and suppliers. TxtPlai’s licensors and suppliers are intended third-party beneficiaries of these disclaimers, waivers, and limitations. No advice or information, whether oral or written, obtained by You through the Service or otherwise shall alter any of the disclaimers or limitations stated in this section.
18. YOUR REPRESENTATIONS AND WARRANTIES
You represent and warrant that Your use of the Service will be in accordance with this Agreement and any other TxtPlai policies, and with any applicable laws or regulations.
19. INDEMNITY BY YOU
Without limiting any indemnification provision of this Agreement, You agree to defend, indemnify, and hold harmless TxtPlai and the TxtPlai Parties (collectively, the "Indemnitees") from and against any and all claims, actions, demands, causes of action, and other proceedings (individually, "Claim," and collectively, "Claims"), including but not limited to legal costs and fees, and providing sole and exclusive control of the defense of any action to TxtPlai, including the choice of legal counsel and all related settlement negotiations, arising out of or relating to: (i) the relationship between You and TxtPlai, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory; (ii) Your breach of this Agreement, including without limitation any representation or warranty contained in this Agreement; (iii) Your access to or use of the Service; (iv) Your provision to TxtPlai or any of the Indemnitees of information or other data; (v) Your violation or alleged violation of any foreign or domestic, international, federal, state, or local law or regulation; or (vi) Your violation or alleged violation of any third party’s copyrights, trademarks, or other intellectual property or proprietary rights. The Indemnitees each have the individual right, but not the obligation, to participate through counsel of their choice in any defense by You of any Claim as to which You are required to defend, indemnify, or hold harmless any, each, and/or all Indemnitees. You may not settle any Claim without the prior written consent of TxtPlai.
20. GOVERNING LAW; JURISDICTION AND VENUE
This Agreement, including without limitation this Agreement’s interpretation, shall be treated as though this Agreement were executed and performed in accordance with the laws of England and Wales and shall be governed by and construed in accordance with the laws of England and Wales without regard to its conflict of law principles. The proper venue for any judicial action arising out of, relating to, or in connection with this Agreement will be the courts located in London, United Kingdom.
a. By TxtPlai Without limiting any other provision of this Agreement, TxtPlai reserves the right to, in TxtPlai’s sole discretion and without notice or liability, deny use of the Service to any person for any reason or for no reason at all, including without limitation for any breach or suspected breach of any representation, warranty, or covenant contained in this Agreement, or of any applicable law or regulation.
b. Automatic Termination upon Breach by you This Agreement shall automatically terminate in the event that You breach any of this Agreement’s representations, warranties, or covenants. Such termination shall be automatic, and shall not require any action by TxtPlai.
c. By You You may uninstall your TxtPlai app at any time.
d. Effect of Termination Any termination of this Agreement automatically terminates all rights and licenses granted to You under this Agreement, including all rights to use the Service. Upon termination, TxtPlai may, but is under no obligation to, in TxtPlai’s sole discretion, rescind any Services and/or delete from TxtPlai’s systems all Your Personal Information and any other files or information that You made available to TxtPlai or that otherwise relate to Your use of the Service. Upon termination, You shall cease any use of the Service. Subsequent to termination, TxtPlai reserves the right to exercise whatever means it deems necessary to prevent Your unauthorized use of the Service.
e. Legal Action If TxtPlai, in TxtPlai’s discretion, takes legal action against You in connection with any actual or suspected breach of this Agreement, TxtPlai will be entitled to recover from You as part of such legal action, and You agree to pay, TxtPlai’s reasonable costs and attorney's fees incurred as a result of such legal action. The TxtPlai Parties will have no legal obligation or other liability to You or to any third party arising out of or relating to any termination of this Agreement.
f. Survival Upon termination, all rights and obligations created by this Agreement will terminate, except that Sections 1, 2, 4-9, and 13-24 will survive any termination of this Agreement.
All notices required or permitted to be given under this Agreement must be in writing. TxtPlai shall give any notice by email sent to the most recent email address, if any, provided by the intended recipient to TxtPlai. You agree that any notice received from TxtPlai electronically satisfies any legal requirement that such notice be in writing.
23. PARTIAL INVALIDITY
Should any part of this Agreement be declared invalid, void, or unenforceable by a Court of Competent Jurisdiction, such decision shall not affect the validity of any remaining portion hereof, which shall remain in full force and effect, and the parties hereby acknowledge and agree that they would have executed the remaining portion hereof without including the part so declared by a Court of Competent Jurisdiction to be invalid, void, or unenforceable.
This Agreement constitutes the entire agreement between TxtPlai and You concerning Your use of the Service. This Agreement may only be modified by a written amendment signed by an authorized executive of TxtPlai or by the unilateral amendment of this Agreement by TxtPlai and by the posting by TxtPlai of such amended version. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. This Agreement and all of Your rights and obligations hereunder will not be assignable or transferable by You without the prior written consent of TxtPlai. This Agreement will be binding upon and will inure to the benefit of the parties, their successors, and permitted assigns. You and TxtPlai are independent contractors, and no agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement. You acknowledge and agree that any actual or threatened breach of this Agreement or infringement of proprietary or other third-party rights by You would cause irreparable injury to TxtPlai and TxtPlai’s licensors and suppliers, and would therefore entitle TxtPlai or TxtPlai’s licensors or suppliers, as the case may be, to injunctive relief. The headings in this Agreement are for the purpose of convenience only and shall not limit, enlarge, or affect any of the covenants, terms, conditions or provisions of this Agreement.