Effective: May 7, 2024

1. Acceptance. Please carefully read the representations, warranties, conditions, covenants and agreements set forth below in these Terms of Use as they contain the legal terms that govern Your use of TextNow, Inc.'s (“TextNow”, “2ndline”, “We”, “Us” or “Our”) website, telecommunications services known as “Services” and the Apps (as defined below). This Agreement is a binding contract between you (“You”, “Your” or the “User”) and TextNow and it explains Your rights and obligations when You use the App and Services. In the United States, regulated telecommunications services are provided by TextNow Inc., a Delaware corporation (“TextNow US”), and You are the customer of TextNow US for those services and are subject to the Terms of Use for those services.   In this Agreement, “App” means the software applications (e.g. the web and mobile TextNow application and the 2ndline application) distributed by TextNow for use on Your Device (as defined below) in order to access the Services, as well as any future versions, improvements, developments, programming fixes, updates and upgrades thereof; and “Device” means a mobile phone, smartphone, handset, tablet, laptops, or other devices enabled for internet access and/or communication including web applications running under browsers and applications running under Android and iOS operation systems. YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT PERSONALLY OR, IF YOU ARE ACCESSING OR USING THE APP OR SERVICES ON BEHALF OF AN ENTITY, ON BEHALF OF THE ENTITY IDENTIFIED IN THE ACCOUNT REGISTRATION PROCESS. If the individual entering into this Agreement is doing so on behalf of an entity, all references to “You” or “Your” in the Agreement will also be deemed to refer to such entity.

2. BY DOWNLOADING AN APP, USING THE SERVICES, BROWSING OUR WEBSITE, OR CLICKING “AGREE TO TERMS OF USE AND PRIVACY POLICY” AS PART OF THE INSTALLATION PROCESS FOR THE APP, YOU ACKNOWLEDGE, ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT IN CONNECTION WITH YOUR USE OF THE WEBSITE, APP AND THE SERVICES (COLLECTIVELY WITH THE TEXTNOW CONTENT CONTAINED THEREIN, “TEXTNOW PROPERTIES”). YOUR USE OF THE APP AND SERVICES IS CONDITIONAL ON YOUR ACCEPTANCE OF THE TERMS OF USE AND ACKNOWLEDGMENT THAT YOU HAVE READ AND UNDERSTAND THE TERMS OF OUR PRIVACY POLICY. IF YOU DO NOT AGREE TO THESE TERMS OF USE, YOU MAY NOT ACCESS OR USE THE TEXTNOW PROPERTIES.

3. Modification. TextNow reserves the right to change the terms of this Agreement at any time by publishing the revised Agreement on the TextNow website. If We make any material changes, and You have registered with Us to create an Account (as defined below), We will also send an e-mail to You at the last e-mail address you provided to Us or an in-App message or notification pursuant to the Agreement. Any changes to the Agreement will be effective immediately for new users of the TextNow Properties and will be effective thirty (30) days after posting notice of such changes on the TextNow website for existing users, provided that any material changes shall be effective for users who have an Account upon the earlier of thirty (30) days after posting notice of such changes on the TextNow website or thirty (30) days after dispatch of an e-mail notice of such changes to user. TextNow may require You to provide consent to the updated Agreement in a specified manner before further use of the TextNow Properties is permitted. If You do not agree to any change(s) after receiving a notice of such change(s), You shall stop using the TextNow Properties. Otherwise, Your continued use of the TextNow Properties constitutes Your acceptance of such change(s). PLEASE REGULARLY CHECK THE TEXTNOW WEBSITE TO VIEW THE THEN-CURRENT TERM OF USE.

4. Eligibility. Downloading of the App, use of the Services and registration for an account to use the Services (“Account”) is void where prohibited by law. You must be 13 years of age or older, or if you live in the Province of Quebec, 14 years of age or older, or if you live in the State of California, 16 years of age or older, (with consent of a parent or legal guardian if You are under the legal age to enter into a contract in Your local jurisdiction), to use the Services (including, but not limited to, registering for an Account). By registering for the Services, You represent and warrant that (a) You are over the age of 13 years old (or if you live in Quebec, 14 years of age or older, or if you live in the State of California, 16 years of age or older), and that You have the capacity to enter, understand, agree to and comply with this Agreement or (b) if you are under the age of majority in Your local jurisdiction, your parent or legal guardian has reviewed this Agreement with You and agrees to be bound by this Agreement. Your Account may be deleted and Your access to the Services may be terminated without warning if We believe, acting in our sole discretion, that You or Your Account is not in compliance with this Section or any other provision of this Agreement.‍

You represent and warrant that You are not a resident of the European Economic Area or EU. If You are a resident of the European Economic Area or EU, please deactivate Your account with Us. We are currently focused on US and Canadian markets.

TextNow Properties can be accessed from countries around the world and may contain references to Services that are not available in your country. These references do not imply that TextNow intends to announce such Services in your country. TextNow is intended for users residing within the United States or Canada. As such, TextNow may implement policies and procedures from time to time to limit or restrict the use of VPNs, to ensure that our Services are being accessed within the intended geographic regions. TextNow makes no representations that TextNow Properties are appropriate or available for use in other locations. Those who access or use TextNow Properties from other countries do so at their own volition and are responsible for compliance with local law.‍

Emergency Call/911 Calling Capabilities Disclosures

5.  9-1-1 in the United States.

This section is applicable to You if you are located or reside in the United States. Because a VoIP call can be made anywhere You have an Internet connection, Your telephone number will not necessarily correspond with Your physical location, and emergency calls through the VoIP service will be handled differently than traditional phone service. When You make an emergency call, TextNow may direct the 911 call to the native calling functionality on Your Device.  If Your Device does not have calling capability or functionality, TextNow (and/or a third party service provider) will attempt to automatically route Your call to the designated emergency call center based on location information available from Your Device, as long as You have given consent for TextNow to access and use that location information. If you do not consent to TextNow’s use of location information on Your Device or if Your call cannot be routed to the designated emergency call center for any reason, Your emergency call will be routed to a specialized call center. You may be required to provide a name, address, and telephone number to the specialized call center.

TextNow will attempt to automatically provide the emergency call center dispatcher or emergency service operator with Your location, if it is available, and the telephone number associated with Your account. It is possible that the dispatcher receiving the call may not be able to capture or retain this information. Therefore, when making an emergency call, You should always immediately inform the dispatcher of Your location (or the location of the emergency, if different). If You are unable to speak, the dispatcher may not be able to locate You. You should remain on any emergency call until told to disconnect by the dispatcher, as the dispatcher may not have Your number or contact information. If You are disconnected, You should call back immediately.

Emergency calling from Your VoIP service will not work in certain circumstances:

• If the equipment You use to make VoIP calls fails or is not configured correctly;
• If You are experiencing a power outage
• If You are experiencing an outage, suspension or disconnection of Your Internet service;
• If Your VoIP service has been terminated or suspended.

If You are not comfortable with the limitations of emergency calls made using a VoIP service, TextNow recommends that You consider an alternate means for accessing traditional emergency calling services.

TEXTNOW DISCLAIMS ALL RESPONSIBILITY FOR THE CONDUCT OF LOCAL EMERGENCY RESPONSE CENTERS, THIRD PARTIES ENGAGED BY YOU TO FACILITATE EMERGENCY RESPONSE LOCATION OR OTHER ADDRESS UPDATES, AND ALL OTHER THIRD PARTIES INVOLVED IN THE PROVISION OF EMERGENCY RESPONSE SERVICES.  AS PERMITTED BY APPLICABLE LAW, YOU HEREBY RELEASE, DISCHARGE, AND HOLD HARMLESS TEXTNOW (INCLUDING ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, LICENSORS, AND AGENTS)  FROM AND AGAINST ANY LIABILITY RELATING TO OR ARISING FROM (1) ANY ACTS OR OMISSIONS OF SUCH THIRD PARTIES OR OTHER THIRD PARTIES INVOLVED IN THE HANDLING OF OR RESPONSE TO ANY EMERGENCY CALL, (2) YOUR INABILITY TO CONTACT EMERGENCY SERVICES BECAUSE OF A FAILURE OF YOUR DEVICE OR YOUR INTERNET OR DATA CONNECTION, OR (3) YOUR FAILURE TO MAKE ADDITIONAL ARRANGEMENTS TO ACCESS EMERGENCY SERVICE.

6.   9-1-1 in Canada

This section is applicable to You if you are located or reside in Canada.

Description: VoIP services allow you to make or receive telephone calls over the Internet to or from the public switched telephone network. The nature of VoIP telephone calls, while appearing similar to traditional telephone calling services, create unique limitations and circumstances, and you acknowledge and agree that differences exist between traditional telephone service and VoIP telephone services, including the lack of traditional 9-1-1 emergency services.

9-1-1 service:  Because of the unique nature of VoIP telephone calls, emergency calls to 9-1-1 through your VoIP service will be handled differently than traditional phone service. The following provisions describe the differences and limitations of 9-1-1 emergency calls, and you hereby acknowledge and understand the differences between traditional 9-1-1 service and VoIP calls with respect to 9-1-1 calls placed to emergency services from your account as described below.

Placing 9-1-1 calls:  When you make a 9-1-1 emergency call using an IP address located in Canada, the VoIP service will forward your call to a third-party specialized call centre that handles emergency calls. This call centre is different from the PSAP that would answer a traditional 9-1-1 call which has automatically generated your address information, and consequently, you will be required to provide your name, address, and telephone number to the call centre.

How your information is provided:  When making a 9-1-1 emergency call, you must immediately inform the dispatcher of your location (or the location of the emergency, if different). If you are unable to speak, the dispatcher may not be able to locate you. Unlike traditional wireline and other wireless phone services, we do not maintain physical location information on file and have no means, other than the IP address used to make the call, to determine if you are located in Canada when you make a call using our service. If the location of the IP address you use to make a call does not accurately identify that you are making a call in Canada (due, for example, to use of a VPN or proxy), your call may not be routed to the 9-1-1 call centre.

Disconnections:  You must not disconnect the 9-1-1 emergency call until told to do so by the dispatcher, as the dispatcher may not have your number or contact information. If you are inadvertently disconnected, you must call back immediately.

Connection time:  For technical reasons, including network congestion, it is possible that a 9-1-1 emergency call will produce a busy signal or will take longer to connect when compared with traditional 9-1-1 calls.

9-1-1 calls may not function:  For technical reasons, the functionality of 9-1-1 VoIP emergency calls may cease or be curtailed in various circumstances, including but not limited to:

  Failure of service or your service access device: if your system access equipment fails or is not configured correctly, or if your VoIP service is not functioning correctly for any reason, including power outages, VoIP service outage, suspension or disconnection of your service due to billing issues, network or Internet congestion, or network or Internet outage in the event of a power, network or Internet outage; you may need to reset or reconfigure the system access equipment before being able to use the VoIP service, including for 9-1-1 emergency calls; and changing locations - if you move your system access equipment to a location other than that described in your account information or otherwise on record with TextNow.

  Alternate services: If you are not comfortable with the limitations of 9-1-1 emergency calls, TextNow recommends that you terminate the VoIP services or consider an alternate means for accessing traditional 9-1-1 emergency services. Inform other users: You are responsible for notifying, and you agree to notify, any user or potential users of your VoIP services of the nature and limitations of 9-1-1 emergency calls on the VoIP services as described herein.

  Limitations of Liability with Respect to VOIP 9-1-1 Service: In Canada, TextNow relies on third parties to assist in routing 9-1-1 calls to emergency response centres and/or a public safety answering point. TextNow does not have any control over whether, or the manner in which, calls making 9-1-1 dialing in Canada are answered or addressed by any emergency response centre and/or public safety answering point.

TEXTNOW DISCLAIMS ALL RESPONSIBILITY FOR:

• THE END-USER’S ABILITY TO RELAY THE NATURE OR LOCATION OF THE EMERGENCY TO THE EMERGENCY RESPONSE CENTER ANSWERING ANY 9-1-1 CALL;

• THE ABILITY OF THE END-USER’S EQUIPMENT OR INTERNET OR DATA CONNECTION TO CONNECT TO AN EMERGENCY RESPONSE CENTRE AND/OR PUBLIC SAFETY ANSWERING POINT WHEN MAKING A 9-1-1 CALL; AND

• THE CONDUCT OF THE EMERGENCY RESPONSE CENTRE AND/OR THE PUBLIC SAFETY ANSWERING POINT, INCLUDING IF THE DATA USED BY SUCH THIRD PARTY TO ROUTE THE CALL IS INCORRECT OR YIELDS AN ERRONEOUS RESULT.

‍If TextNow end-users do not agree with the limitations on 9-1-1 service, TextNow end-users must ensure they have an alternative means of accessing traditional 9-1-1 services.

7. Limitation of Liability with Respect to Emergency Services/9-1-1 Capabilities

YOU ACKNOWLEDGE AND UNDERSTAND THAT TEXTNOW, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, UNDERLYING CARRIERS AND SUPPLIERS, AND APP PROVIDERS (COLLECTIVELY, “TEXTNOW PARTIES”)  WILL NOT BE LIABLE FOR ANY INABILITY TO ACCESS EMERGENCY SERVICES THROUGH THE SERVICES OR OTHER TEXTNOW PROPERTIES. BY ENTERING INTO THIS AGREEMENT AND/OR USING THE SERVICES, YOU HEREBY WAIVE AND RELEASE TEXTNOW, FROM, ANY ACTIONS, CLAIMS, DAMAGES, LIABILITIES, LOSSES, INJURIES, AND COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES) OF ANY KIND (COLLECTIVELY “CLAIMS”) ARISING DIRECTLY OR INDIRECTLY OUT OF, OR RELATING IN ANY WAY TO THE NON-PROVISION OF EMERGENCY SERVICES THROUGH THE SERVICE OR TEXTNOW PROPERTIES, INCLUDING WITHOUT LIMITATION ANY INABILITY ON THE PART OF YOU OR OTHER USERS TO ACCESS EMERGENCY SERVICES OR TO PROVIDE LOCATION INFORMATION FOR TEXTS TO 911-EMERGENCY SERVICES, AND YOU AGREE TO INDEMNIFY AND HOLD HARMLESS THE TEXTNOW PARTIES FROM ANY CLAIMS ARISING DIRECTLY FROM THE NON-PROVISION OF 9-1-1 OR PUBLIC SAFETY ANSWERING POINT CALLING CAPABILITIES THROUGH THE SERVICES AND TEXTNOW PROPERTIES.

Additional Terms and Conditions

8. If you use the data plans provided by TextNow, You are subject to and agree to the Unlimited 2G Data FairUse Policy/2G Fair Use Policy/Fair Use Policy (https://www.textnow.com/fair-use), as may be amended from time to time, which is incorporated into this Agreement by reference. Alternatively, if you purchase a Data Pass, you are subject to and agree to the Data Pass Terms and Conditions , as may be amended from time to time, and incorporated into this Agreement by reference. If you are an eligible User participating in the Essential Data Add-on Pilot, you are subject to and agree to the  Access to Essential Data Terms of Service, as may be amended from time to time, and incorporated into this Agreement by reference.

9. You agree to additional terms and conditions associated with the specific Services You may subscribe to or order from TextNow, which additional terms and conditions are incorporated into this Agreement by reference.

License from TextNow; Restrictions to Use

10. Subject to the terms and conditions of this Agreement, TextNow hereby grants You a limited, personal, non-exclusive, non-sublicensable, non-assignable right and license (solely for non-commercial use, unless stated otherwise herein) to: (i) download, install and use the App on Your Device solely to use the Services; and (ii) access and otherwise use the Services in the App. Notwithstanding the first sentence in this Section, with respect to any App accessed through or downloaded from the Google Playstore (a “Google Play Sourced App”), you may have additional license rights with respect to use of the Google Play Sourced App on a shared basis within your designated family group.

11. You understand that TextNow Properties are evolving. As a result, We may require You to accept updates to TextNow Properties that You have installed on Your Devices. You acknowledge and agree that TextNow may, from time to time and without notice to You, upgrade, maintain, or migrate the App and/or the Services. You may need to update third-party software and Devices from time to time in order to use TextNow Properties.

12. The rights granted to You in this Agreement are subject to the following restrictions: (a) You will not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit TextNow Properties or any portion of TextNow Properties, including the App and Services; (b) You will not frame or utilize framing techniques to enclose any trademark, logo, or other TextNow Properties (including images, text, page layout or form) of TextNow; (c) You will not use any metatags or other “hidden text” using TextNow’s name or trademarks; (d) You will not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of TextNow Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) You will not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the TextNow Properties (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from our website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) except as expressly stated herein, no part of TextNow Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; (h) You will not remove or destroy any copyright notices or other proprietary markings contained on or in TextNow Properties; and (i) You will not intentionally avoid the payment of charges for paid Services. Any future release, update or other addition to TextNow Properties shall be subject to the Agreement. TextNow, its suppliers and service providers reserve all rights not granted in the Agreement.

Your Account

13. To subscribe for the Services and download the App, You must create an account (“Account”). During the registration and set-up of YourAccount, You will be required to provide Us with certain information aboutYourself including, without limitation, Your email address and, depending on the Services that You use, Your telephone number. As part of the registration process for Your Account, You will choose a password (the “Password”) for Your authorized access and use of the Services. Your Password is unique to You alone. Without Your password, you cannot log-in to Your Account. You must carefully select Your Password so that it cannot be easily guessed by anyone else. You agree to keep Your Password absolutely confidential, and ensure it is never disclosed, accidentally or otherwise, to anyone else. You are fully responsible for all activities that occur under Your Account (including, without limitation, any social networking and personal update features made available through the Services).

14. You may also have the option to sign up for the Service using a third party login (for example, Your Facebook account), in which case Your third party account information may be shared with Us as permitted under the applicable terms that govern Your use of such third party account. You represent that You are entitled to disclose Your third-party account login information to TextNow and/or grant TextNow access to your third-party account (including, but not limited to, for use for the purposes described herein) without breach by You of any of the terms and conditions that govern Your use of the applicable third-party account and without obligating TextNow to pay any fees or making TextNow subject to any usage limitations imposed by such third-party service providers. By granting TextNow access to any third-party accounts, You understand that TextNow may access, make available and store (if applicable) any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through TextNow Properties that you have provided to and stored in your third-party account (“SNS Content”) so that it is available on and through TextNow Properties via Your Account. Depending on the third-party accounts You choose and subject to the privacy settings that you have set in such third-party accounts, personally identifiable information that You post to Your third-party accounts may be available on and through Your Account on TextNow Properties. Please note that if a third-party account or associated service becomes unavailable, or TextNow’s access to such third-party account is terminated by the third-party provider, then SNS Content will no longer be available on and through TextNow Properties. You have the ability to disable the connection between Your Account and Your third-party accounts at any time by changing the settings within Your third party account.  PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTIES ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY THE TERMS AND CONDITIONS (INCLUDING PRIVACY POLICIES) OF, OR YOUR OTHER AGREEMENT(S) WITH, SUCH THIRD-PARTIES, AND TEXTNOW DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTIES IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD-PARTY ACCOUNTS. TextNow makes no effort to review any SNS Content for any purpose, including but not limited to, for accuracy, legality or noninfringement, and TextNow is not responsible for any SNS Content.

15. You represent and warrant to TextNow that: (i) all required registration information You submit is truthful, current, accurate and complete and (ii) You will maintain the accuracy and completeness of such information by providing updates to TextNow, as needed. You agree that We may use and rely on any such information provided by You for all purposes in connection with Your use of the Services. You agree to immediately notify Us of any unauthorized use, or suspected unauthorized use, of Your Account or any other breach of security. TextNow shall not be liable for any loss or damage arising from Your failure to comply with the above requirements.

Fees and Payment Terms

16. Any fees and charges for the Services subscribed for through Your Account, will be paid by You by credit card (Visa, MasterCard or American Express) or any other approved method of payment (such as PayPal, Google Pay, Apple Pay), which may change from time to time. All fees and charges for the Services are non-refundable. You must provide TextNow with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) or PayPal account of a payment provider (“Payment Provider”), or purchase order information, as a condition to signing up for paid Services. Your Payment Provider agreement governs Your use of the designated credit card or PayPal account, and You must refer to that agreement, not this Agreement, to determine Your rights and liabilities. By providing TextNow with Your credit card number or PayPal account and associated payment information, You agree that TextNow is authorized to immediately invoice Your Account for all fees and charges due and payable to TextNow hereunder and that no additional notice or consent is required. You agree to immediately notify TextNow of any change in Your billing address or the credit card or PayPal account used for payment hereunder. TextNow reserves the right at any time to change its prices and billing methods, either immediately upon posting on TextNow Properties or by e-mail delivery to You. You will be responsible for payment of all applicable sales and use taxes.

17. Automatic Renewal. If you purchase a subscription to our “ad free” version of the Services, or other subscription as may be offered from time to time (collectively, a “Paid Subscription”), such Paid Subscription will continue indefinitely until terminated in accordance with this Agreement. After your initial subscription period, and again after any subsequent subscription period, your Paid Subscription will automatically commence on the first day following the end of such period (each a “Renewal Commencement Date”) and continue for an additional equivalent period, at TextNow’s then-current price for such Paid Subscription. You agree that Your Account will be subject to this automatic renewal feature unless You cancel Your Paid Subscription prior to the Renewal Commencement Date by taking the following steps. If you do not wish for Your Services to renew automatically, or if You want to change or terminate Your Paid Subscription, please take one of the following steps:

• For Paid Subscriptions billed by Us: 

  • Log into the App and click "Support" in the main menu, followed by "Chat with us!", or
  • Log in and go to “My Account” on the main navigation menu where You can switch to the free version of the Services and/or cancel your Paid Subscription.

• For Paid Subscriptions billed through Apple:

  • You can cancel through Apple. Please visit Apple Support for more information and step-by-step instructions.

• For Paid Subscriptions billed through Google Play:

  • You can cancel through Google Play. For more information and step-by-step instructions, please visit Google Play Help Center.

If You cancel Your Paid Subscription, You may use Your Paid Subscription until the end of Your then-current Paid Subscription term; Your Paid Subscription will not be renewed after Your then-current term expires. You will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current Paid Subscription period. By subscribing, You authorize TextNow to charge Your Payment Provider now, and again at the beginning of any subsequent Paid Subscription period. You shall notify TextNow of any changes in credit card number and expiration date. Upon renewal of Your Paid Subscription, if TextNow does not receive payment from Your Payment Provider, (a) You agree to pay all amounts due on Your Account upon demand and/or (b) You agree that TextNow may either terminate or suspend Your Paid Subscription and continue to attempt to charge Your Payment Provider until payment is received (upon receipt of payment, Your Account will be activated and for purposes of automatic renewal, Your new Paid Subscription commitment period will begin as of the day payment was received).

18. TextNow provides certain “free” Services for personal, non-commercial use, subject to Our ability to place advertisements before You. If fees are to be charged on any such free Services in the future, TextNow will provide You with thirty (30) days written notice to the email address submitted at registration (or current email address) and will confirm credit card details for the purposes of payment.

Content

19. Your Content. In the ordinary course of operations, TextNow will collect, monitor and store on its servers (including third-party servers operated on TextNow’s behalf) certain messages, information, data, text, images, graphics or other materials (collectively, the “Content”) that You transmit, submit or otherwise communicate to or through the Services, including without limitation text message communications and content sent to third parties through the Services (“Your Content”). You hereby authorize TextNow to store Your Content on such services. You understand and accept that while TextNow has the right to and may monitor, screen, refuse, or remove Your Content for fraud and abuse and violation of this Agreement or applicable law and store Your Content, it is under no obligation to do so and You are solely responsible for Your Content and the transmission and back-up of same. You understand, agree and consent that even if You delete Your Content in the App, such content may be retained by TextNow in its servers and could be produced by TextNow if required by law and disclosed and used by TextNow as reasonably necessary to comply with legal processes, enforce this Agreement, respond to third party claims that Your Content violates this Agreement or the rights of third-parties, provide customer service to You, and protect the safety of other users and the public. Additionally, TextNow reserves the right to delete Your Content (as described below) and establish or change storage limits pertaining to Your Content and how long such content can be stored at its sole discretion from time to time.

20. Disclaimer. WE ARE NOT OBLIGATED TO BACK-UP ANY OF YOUR CONTENT AND YOU ACKNOWLEDGE AND AGREE THAT ANY OF YOUR CONTENT MAY BE DELETED AT ANYTIME. YOU ARE SOLELY RESPONSIBLE FOR CREATING BACK-UP COPIES OF YOUR CONTENT IF YOU DESIRE.  

21. Personal Information. You should give due consideration before agreeing to have Your personal information disclosed to other persons through the use of our Services; You do so at Your own risk.

22. Third-Party Content. You agree that TextNow is not responsible or liable in any manner for Content provided by third-parties, including messages sent through the Services. TextNow will not and has no obligation to edit and control messages sent through the Services by third-parties. TextNow does not guarantee the quality or accuracy of any third-party Content sent through the Services. The transmission and receipt of Content through the Services is at Your own risk.  

Conduct

23. You represent and warrant that (a) You will take the utmost care to ensure that your communications with third parties through the Services remains friendly, courteous, respectful of others and is compliant with this Agreement and all applicable laws, rules and regulations; (b) You will comply with all applicable laws, rules and regulations in connection with Your use of the TextNow Properties; (c) You will not violate any of the limitations on Your use of the TextNow Properties as may be set forth in this Agreement or in any written or on-screen notice from TextNow; (d) You will not use the Services for any purpose that harms the TextNow Parties, other users of the Service, or any other third party; (e) You will not use the Services to post, transmit, make available, submit or otherwise communicate any Content that: (i) is harmful or obscene; (ii) is defamatory, slanderous, libelous, or other illegal communications which could include harassing or abusive other otherwise harasses or advocates harassment of another person; (iii) contains nudity, illegal pornography, excessive violence, or offensive subject matter or contains a link to an adult website; (iv) constitutes or promotes information that You know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, defamatory or libelous; (v) infringes the copyrights, patents, trade secrets, trademarks, trade names or other proprietary rights of any person or entity; (vi) constitutes “spam”, advertising, marketing or promotion of commercial services or products and/or attempts to fundraise or solicit money from any other Services user or third party; (vii) or contains, or contains links to, files that contain viruses, malware, corrupted files, or any other similar software, programs or files; (f) You will not use the TextNow Properties for the purpose of autodialing, robo dialing, robo calling, or any other automated calling or messaging; (g) You will not use third party software, applications, or systems to use or connect to the TextNow Properties, including, but not limited to for purposes of attempting to automate calling or messaging; (h) You will use TextNow’s Services solely for personal, non-commercial, “peer to peer” communication and use. In the event You violate subsection (h), TextNow reserves the right to terminate Your Account and access to the Services without notice.    

24. TextNow’s Services are partially funded by advertisements, and as a result, You are prohibited from blocking advertisements on the TextNow Properties. You are also prohibited from using any automated systems to interact with (e.g. click on, view) advertisements on the TextNow Properties.  

25. In an effort to combat fraud, certain features (such as, the receipt of verification codes) may be limited to Our paid Service users.  

26. TextNow reserves the right to investigate and take appropriate action against anyone who, in TextNow's sole discretion, violates this Agreement, including the provisions of Sections 23-24. Any use or misuse of the Services in a manner that violates this Agreement or that is otherwise disruptive, damaging, unlawful, offensive or intrusive as determined by TextNow, in its sole discretion, may result in TextNow suspending or terminating this Agreement, and its Services to You (and Your Account); in whole or part.

27. TextNow reserves the right to enact policies, procedures, and automated systems to monitor and prevent prohibited uses of its Services by Users, including, but not limited to terminating accounts, users, devices, and IP addresses that TextNow believes are violating these restrictions, and/or are attempting to bypass the security systems and fraud detection prevention put in place by TextNow. You understand that while TextNow may take these actions, they are under no obligations to take such actions. TextNow expressly disclaims any obligation to monitor its users with respect to violations of its acceptable use policies, including Sections 23-24. TextNow accepts no responsibility, whether in contract, tort or otherwise for any damage sustained by You or any users in using the App and Services. Notwithstanding anything to the contrary contained in this Agreement, You make use of the App and the Services at Your own risk. These risks include, among other things, credit card theft, identity theft, fraud, solicitation, stalking, invasion of privacy, unwanted receipt of offensive or obscene material, trespass to chattels or denial of service attacks.  

28. Violations and Complaints. Despite Our safety and privacy controls, We cannot guarantee that You will not encounter inappropriate or illegal conduct from other users of the Services. Consequently, if You encounter such content and/or conduct, You can help TextNow by notifying us of any inappropriate or illegal conduct or content (such as, nudity or pornography, or harassing statements, unwelcome contact or fraud) by visiting https://www.textnow.com/support.  

App Providers; Wi-Fi Hotspot Services

29. “App Providers” shall mean, collectively, TextNow’s channel partners (including, without limitation, distributors or sales agents) and any service providers or suppliers (including, without limitation, connecting or underlying carriers, local exchange or access providers or any other providers of networks, connections or services) which are involved in the provision and use of the Services.

30. By using the App and the Services, You agree to comply with, and Your license to use the App and Services is conditioned upon Your compliance with, the terms of use of certain App Providers applicable to Your use of the App and the Services (“App Providers Policies”). It is Your responsibility to keep up-to-date with applicable App Providers Policies. You acknowledge that to the maximum extent permissible by law, the App Providers (and their subsidiaries) are third party beneficiaries of this Agreement and will have the right to enforce this Agreement.

31. To the extent the terms and conditions of this Agreement are less restrictive than, or otherwise conflict with, App Providers Policies applicable to Your use of the App and the Services, the more restrictive or conflicting terms contained in the applicable App Providers Policies shall apply, but solely with as required to resolve such conflict.

32. You acknowledge and agree that the App and use of the Services uses network services and may incur additional network data charges (including additional charges when roaming).

33. Your use of any third party Wi-Fi hotspots is subject to any applicable third party terms of service or acceptable use policy, including any applicable privacy policy (collectively “Wi-Fi Hotspot Terms”). The App may use Your location in order to collect Wi-Fi hotspot locations, determine Your proximity to an available Wi-Fi hotspot, and manage the service offering. This notice along with the Privacy Policy shall serve as Your notice that the App may collect Your location information.

34. You acknowledge and agree that Your communications sent over the Internet or Wi-Fi networks are only secure if You are using a specific communication protocol intended for securing such communications. Further, You acknowledge and agree that communications sent over third-party unsecured Wi-Fi networks are not private and may be seen and used by others. For these reasons, TextNow does not recommend that You disclose personal information over third-party unsecured Wi-Fi networks without ensuring that adequate security precautions are taken prior to transmittal  You take all such actions at Your own risk.

Intellectual Property Rights

35. Copyrights. All copyright rights in the text, images, photographs, graphics, user interface, and other content provided in the TextNow Properties, and the selection, coordination, and arrangement of such content, are owned by TextNow, or its applicable third party licensors, to the full extent provided under applicable copyright laws.

36. Trademarks. All rights in the product names, company names, trade names, logos and designs of TextNow or third party products or services that form part of the TextNow Properties, whether or not appearing in large print or with the trademark symbol, belong exclusively to TextNow or their respective owners, and are protected from reproduction, imitation, dilution or confusing or misleading uses under local, national and international trademark laws, as applicable.  

37. General. The use or misuse of these trademarks or any copyrighted materials, except as permitted herein, is expressly prohibited and nothing stated or implied on this Agreement confers on You any license or right under any patent, copyright or trademark of the TextNow or any third party.

Third Party Content and Links

‍38. The Services may be supported by advertising revenue and may display advertisements, promotions, and offers provided by third party partners or providers. The manner, mode and extent of advertising on the Services are subject to change without specific notice to You. In consideration for TextNow granting You access to and use of the Services, You agree that TextNow may place or allow the placement of such advertising on the Services. TextNow may participate in a number of different commission based programs and have relationships with certain third-parties to provide You with offers.  You understand that by claiming the offers part of such programs, TextNow will earn a commission.  

39. Using the Services may result in the display of results, advertisements or other content that contain(s) hyper-links to or suggestions or results for websites, locations, products, services or activities (collectively, “Third Party Services”). When you click on a link to a Third Party Service, we will not warn you that you have left the Services and You become subject to the terms and conditions (including privacy policies) of another website or destination. Such Third Party Services are not created or controlled by TextNow, are wholly independent from TextNow and as such are intended for convenience only. TextNow shall not be responsible for the contents of, updates to, or privacy practices of these third parties, which may differ from those of TextNow. You acknowledge and agree that Third Party Services are not under the control of TextNow, are in no way endorsed by TextNow and TextNow is not responsible for the content, use, accuracy, completeness, usefulness, timeliness, copyright compliance, availability, legality or any other aspect of such Third Party Services. The personal data/Personal Information You may choose to give to the providers of such Third Party Services are not covered by TextNow’s policies. You should review applicable terms and policies, including privacy and data gathering practices, of any Third Party Services, and make whatever investigation You feel necessary or appropriate before proceeding with any transaction with any third party. Third Party Services may not be available in all languages or in all countries. TextNow makes no representation that such Third Party Services are appropriate or available for use in any particular location. To the extent You choose to access such Third Party Services, You do so at Your own initiative and are responsible for compliance with any applicable laws, including, but not limited, to applicable local laws. TextNow, and its licensors, reserve the right to change, suspend, remove, or disable access to any Third Party Services at any time without notice. In no event will TextNow be liable for the removal of or disabling of access to any such Third Party Services. TextNow may also impose limits on the use of or access to certain Third Party Services, in any case and without notice or liability.

Feedback / Suggestions

40. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the TextNow Properties (collectively, “Submissions”) provided by You to Us is at Your own risk and that TextNow has no obligations (including without limitation obligations of confidentiality) with respect to such Submissions. You represent and warrant that you have all rights necessary to submit the Submissions. You hereby grant to TextNow a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Submissions, and to sublicense the foregoing rights, in connection with the operation and maintenance of the TextNow Properties and/or TextNow’s business.

Term and Termination

41. Term. The term of this Agreement (“Term”) will commence on the date You agree to this Agreement. The Agreement will remain in effect while you use the TextNow Properties, unless terminated earlier in accordance with this Agreement.
42. Termination.

• By You. You may terminate this Agreement by closing your Account for the Services. ANY SUCH TERMINATION WILL BE EFFECTIVE AT THE END OF THE THEN-CURRENT TERM OF ANY AND ALL OF THE SUBSCRIPTIONS AS SET FORTH IN THE SECTION ENTITLED “FEES AND PAYMENT TERMS,” WHICH WILL CONTINUE AT THE END OF EACH SUBSCRIPTION PERIOD UNLESS YOU CANCEL YOUR SUBSCRIPTION IN ACCORDANCE WITH THE PROCEDURE SET FORTH IN SUCH SECTION.  
• By TextNow. TextNow reserves the right to terminate this Agreement and the Services with You, without notice, for any reason or no reason, in whole or in part. Without limiting other remedies or the scope of the foregoing sentence, TextNow may limit, suspend, or terminate this Agreement and Your use of the TextNow Properties, in whole or part, prohibit access to the Services or delete Your Account, with immediate effect, if We think that You are in breach of this Agreement (or will be in breach of this Agreement), creating problems, legal liabilities (actual or potential), infringing someone else’s intellectual property rights, engaging in fraudulent, immoral or illegal activities, or for other similar reasons. TextNow shall effect such termination by providing notice to You to the email address You have provided, and/or by preventing Your access to Your Account. We reserve the right to cancel Your Account if it has been inactive for more than one (1) year. TextNow reserves the right to terminate this Agreement and the Services with You for any reason which may injure the business of TextNow including without limitation using software from other parties to send messages using the Services or using the Services excessively, as determined in TextNow’s sole discretion. Additionally, if TextNow is required to do so by law (e.g., where the provision of the Service is, or becomes, unlawful), TextNow has the right to, immediately and without notice, suspend or terminate any Service provided to you.

43. Consequences of Termination. Upon termination of this Agreement: (a) all licenses and rights to use the App and the Services shall immediately terminate; (b) You will immediately cease any and all use of the App and the Services; and (c) You will immediately remove the App from Your Devices and all copies of the App in Your possession or under Your control. Upon termination of the Service or the applicable feature or functionality thereof, Your right to use the Service or the applicable feature or functionality thereof will automatically terminate, and We may delete Your Content associated therewith from our live databases. TextNow will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content.  

44. No Subsequent Registration.  If this Agreement is terminated for cause by TextNow or if Your Account or ability to access the Service is discontinued by TextNow due to your violation of any portion of this Agreement or for conduct otherwise deemed inappropriate, then You agree that You shall not attempt to re-register with or access the App or Services through use of a different member name or otherwise.‍

Indemnification

45. YOU AGREE TO INDEMNIFY, DEFEND AND HOLD THE TEXTNOW PARTIES HARMLESS FROM AND AGAINST ANY CLAIMS, IN CONNECTION WITH OR ARISING OUT OF YOUR: (I) VIOLATION OR BREACH OF ANY TERM OF THIS AGREEMENT OR ANY APPLICABLE LAW, RULE OR REGULATION, WHETHER OR NOT REFERENCED HEREIN; (II) VIOLATION OF ANY RIGHTS OF ANY THIRD-PARTY; (III) USE OR MISUSE OF THE APP AND/OR THE SERVICES; (IV) YOUR CONTENT; OR (V) INABILITY TO USE THE APP OR SERVICES.

Disclaimer of Warranties and Limitation of Liability

46. No Warranties: TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TEXTNOW PROPERTIES ARE PROVIDED “AS IS” WITH NO WARRANTIES OR CONDITIONS WHATSOEVER; TEXTNOW DOES NOT MAKE ANY WARRANTIES, CLAIMS, CONDITIONS OR REPRESENTATIONS WITH RESPECT TO THE TEXTNOW PROPERTIES INCLUDING, BUT NOT LIMITED TO, THE APP OR SERVICES, WHETHER EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OR CONDITIONS OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR USE FOR A PARTICULAR PURPOSE. TEXTNOW FURTHER DOES NOT REPRESENT OR WARRANT THAT THE TEXTNOW PROPERTIES, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE AND ERROR-FREE OR WILL OPERATE WITHOUT PACKET LOSS, NOR DOES TEXTNOW MAKE ANY WARRANTIES REGARDING ANY CONNECTION TO OR TRANSMISSION FROM ANY APP PROVIDER, NETWORK OR CONNECTION INVOLVED IN THE PROVISION OR USE OF THE SERVICES (INCLUDING, WITHOUT LIMITATION THE INTERNET OR ANY CELLULAR NETWORK), THE QUALITY OF COMMUNICATIONS MADE THROUGH THE SERVICES, OR THE SECURITY OF ANY TRANSACTION MADE THROUGH THE SERVICES. FOR THE AVOIDANCE OF DOUBT, TEXTNOW DOES NOT GUARANTEE OR WARRANT THAT THE TEXTNOW PROPERTIES WILL BE FREE OF THREATS, VULNERABILITIES, MALWARE, VIRUSES, WORMS, AND OTHER MALICIOUS SOFTWARE NOR THAT THE TEXTNOW PROPERTIES WILL PREVENT OR PROTECT AGAINST DATA BREACHES OR OTHER SECURITY-RELATED INCIDENTS, ISSUES OR COMPROMISES, INCLUDING (WITHOUT LIMITATION) NETWORK OR SYSTEMS DOWNTIME, DELAYS OR DISRUPTIONS, AND YOU WILL NOT HOLD TEXTNOW RESPONSIBLE FOR ANY OF THE FOREGOING OR FOR THE CONSEQUENCES THEREOF. TEXTNOW SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY ACT OR OMISSION OF ANY THIRD PARTY OR ITS PRODUCTS OR SERVICES. YOU ACKNOWLEDGE THAT YOU HAVE NOT RELIED UPON ANY REPRESENTATION, WARRANTY, CONDITION OR GUARANTEE MADE BY TEXTNOW.

47. Data and Access Disclaimer: TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ANY RESPONSIBILITY FOR THE DELETION, THE FAILURE TO STORE, THE MISDELIVERY, OR THE UNTIMELY DELIVERY OF ANY INFORMATION OR MATERIAL INCLUDING, WITHOUT LIMITATION, ANY OF YOUR CONTENT. WE DISCLAIM ANY RESPONSIBILITY FOR ANY HARM RESULTING FROM DOWNLOADING OR ACCESSING ANY CONTENT THROUGH THE SERVICES OR THE APP. BY USING THE SERVICES OR THE APP, YOU ACKNOWLEDGE AND AGREE THAT TECHNICAL PROCESSING AND TRANSMISSION OF INFORMATION USING THE SERVICES MAY INVOLVE TRANSMISSIONS OVER VARIOUS NETWORKS AND CHANGES TO CONFORM AND ADAPT TO TECHNICAL REQUIREMENTS OF CONNECTING NETWORKS OR DEVICES. TEXTNOW IS NOT, AND SHALL NOT, BE RESPONSIBLE OR LIABLE FOR ANY: (A) INCORRECT OR INACCURATE TRANSCRIPTION OF INFORMATION; (B) HUMAN ERROR OR PRINTING ERROR; (C) INTERRUPTION, DELETION, OMISSION, DEFECT, OR LINE FAILURE OF ANY TELEPHONE NETWORK OR ELECTRONIC TRANSMISSION; (D) PROBLEMS RELATING TO YOUR DEVICE OR ANY OTHER COMPUTER EQUIPMENT, SOFTWARE, INABILITY TO ACCESS THE APP OR THE SERVICES; OR (E) OTHER TECHNICAL OR NON-TECHNICAL ERROR OR MALFUNCTION.

48. Specific Disclaimers.

• YOU ACKNOWLEDGE AND AGREE THAT: (I) THE SERVICES CANNOT TRANSMIT COMMUNICATIONS OR OTHER ELECTRONIC REQUESTS TO DEVICES THAT ARE UNREACHABLE (I.E. OUT OF CELLULAR COVERAGE, POWERED OFF, ETC.); AND (II) THAT THE SERVICES ARE NOT A SERVICE TO BE RELIED UPON AS THE SOLE MEANS OF RECEIVING CRITICAL INFORMATION.
• IN NO EVENT SHALL TEXTNOW'S APP PROVIDERS BE LIABLE FOR THE SALE, DISTRIBUTION OR YOUR USE OF THE APP OR THE PERFORMANCE OR NON-PERFORMANCE OF THE APP. TO THE MAXIMUM EXTENT PERMISSIBLE BY LAW, THE APP PROVIDERS SHALL BE THIRD PARTY BENEFICIARIES TO THIS SECTION.
• YOU FURTHER ACKNOWLEDGE AND AGREE TO DISCHARGE, WAIVE AND RELEASE THE APP PROVIDERS FROM ANY CLAIMS, LIABILITIES AND DAMAGES, KNOWN OR UNKNOWN, ARISING OUT OF OR RELATING TO YOUR INTERACTIONS WITH SUCH PARTIES AND THEIR PRODUCTS AND SERVICES.
• NOTWITHSTANDING ANY OTHER SECTION, TEXTNOW DISCLAIMS ALL LIABILITY OF ANY KIND IN RELATION TO THE APP PROVIDERS AND THEIR PRODUCTS AND SERVICES.

49. No Liability: YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, TEXTNOW PARTIES WILL HAVE NO LIABILITY IN CONNECTION WITH OR ARISING FROM YOUR USE OF THE SERVICES OR THE APP. YOUR ONLY RIGHT OR REMEDY WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE SERVICES OR THE APP IS TO IMMEDIATELY UNINSTALL AND CEASE USE OF THE APP AND THE SERVICES.

50. Limitation of Liability: TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND WITHOUT LIMITING THE GENERALITY OF SECTION 50, IN NO EVENT SHALL TEXTNOW PARTIES BE LIABLE, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER FORM OF LIABILITY, FOR:

        (a) ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF OR CORRUPTION TO DATA, INTERRUPTION, COMPUTER FAILURE OR PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICES OR THE APP;
        (b) ANY LOSS OF INCOME, BUSINESS OR PROFITS (WHETHER DIRECT OR INDIRECT) ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICES OR THE APP;
        (c) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU AS A RESULT OF: (I) ANY DISRUPTIONS OR DELAYS IN ANY COMMUNICATION WHEN  USING THE SERVICES; (II) THE SUSPENSION OR TERMINATION OF THIS AGREEMENT BY YOU OR BY TEXTNOW FOR ANY REASON; OR (III) THE RELEASE OR THE DECISION NOT TO RELEASE NEW VERSIONS OF THE APP TO YOU; OR
        (d) ANY ACT OR OMISSION OF ANY OF ITS APP PROVIDERS.

51. THE LIMITATIONS ON TEXTNOW'S LIABILITY TO YOU IN PARAGRAPHS 46 to 50 ABOVE SHALL APPLY WHETHER OR NOT SUCH PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES ARISING.

52. NOTWITHSTANDING ANYTHING CONTRARY IN THIS AGREEMENT AND WITHOUT LIMITING THE GENERALITY OF SECTION 50 ABOVE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL TEXTNOW'S MAXIMUM AGGREGATE LIABILITY TO YOU EXCEED THE AMOUNT OF ONE-HUNDRED DOLLARS ($100.00) CANADIAN. THE LIMITATIONS OF THIS SECTION SHALL APPLY WHETHER OR NOT THE ALLEGED BREACH OR DEFAULT IS A BREACH OF A FUNDAMENTAL CONDITION OR TERM.

53. Jurisdiction’s Limitations: As some jurisdictions do not allow some of the exclusions or limitations as set forth above, some of these exclusions or limitations may not apply to You. In such event TextNow’s liability will be limited to the maximum extent permissible under the applicable laws of such jurisdiction.

APP MERCHANTS

54. App Merchants: You acknowledge and agree that the availability of the App is dependent on the third party from which You downloaded or received the App (the “App Merchant”). You acknowledge that this Agreement is between You and TextNow and not with the App Merchant. TextNow, not the App Merchant, is solely responsible for the App and the Services, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto. You agree to pay all fees charged by the App Merchant in connection with Your download of the App (if any). You agree to comply with, and Your license to use the App and the Services are conditioned upon Your compliance with, all applicable third party terms of agreement when using the App. You acknowledge that to the maximum extent permissible by law, the App Merchant (and its subsidiaries) are third party beneficiaries of this Agreement and will have the right to enforce this Agreement.

55. Apple Devices: If You download the App from the Apple app store (the “App Store”) or use the App to run on the Apple Inc. (“Apple”) operating system (“iOS”), such as with the iPhone, iPod, iPad or other related device using such iOS, the following terms will also apply and You acknowledge and agree to the following terms:

• Acknowledgement: TextNow and You acknowledge that this Agreement is concluded between TextNow and You only, and not with Apple. TextNow, not Apple, is solely responsible for the Services and the App and the content thereof. To the extent the other terms and conditions of this Agreement are less restrictive than, or otherwise conflict with, the terms and conditions of this Section 55, the more restrictive or conflicting terms and conditions in this Section 55  apply, but solely with respect to the use of the Services and the App when used on iOS.
• Scope of License: The license granted to You for the App is limited to a non-transferable license to use the App on any iOS Device that You own or control and as permitted by the Usage Rules set forth in the App Store terms of service (https://www.apple.com/legal/itunes/appstore/dev/stdeula/).
• Maintenance and Support: You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App.
• Warranty: In the event of any failure of the App to conform to any applicable warranty, You may notify Apple, and Apple will refund the purchase price for the App to You; and that, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be TextNow's sole responsibility.
• Product Claims: TextNow and You acknowledge that, as between TextNow and Apple, TextNow, not Apple, is responsible for addressing any claims of You or any third party relating to TextNow and the App or Your possession and/or use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. This Agreement does not limit TextNow's liability to You beyond what is permitted by applicable law.
• Intellectual Property Rights: TextNow and You acknowledge that, in the event of any third party claim that the Services or the App or Your possession and use of that App infringes that third party’s intellectual property rights, as between TextNow and Apple, TextNow, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
• Third Party Beneficiary: TextNow and You acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of this Agreement, and that, upon Your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement against You as a third-party beneficiary thereof.
• Without limiting any other terms of this Agreement, you must comply with all applicable third-party terms of agreement when using the App.

ARBITRATION AGREEMENT

56. Please read this section (the “Arbitration Agreement”) carefully.  This Arbitration Agreement is only applicable to You if you are located or reside in the United States. It is part of Your contract with TextNow and affects Your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.  

• Applicability of Arbitration Agreement.  Subject to the terms of this Arbitration Agreement, You and TextNow agree that any dispute, claim, disagreements arising out of or relating in any way to Your access to or use of the TextNow Properties, any communications You receive, any products sold or distributed through the TextNow Properties or this Agreement and prior versions of this Agreement, including claims and disputes that arose between You and Us before the effective date of this Agreement (each, a “Dispute”) will be resolved by binding arbitration, rather than in court, except that: (i) You and TextNow may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (ii) You or TextNow may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of this Agreement as well as claims that may arise after the termination of this Agreement. ‍
• Informal Dispute Resolution.  There might be instances when a Dispute arises between You and TextNow. If that occurs, TextNow is committed to working with You to reach a reasonable resolution. You and TextNow agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost and mutually beneficial outcome (“Informal Dispute Resolution”). You and TextNow therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), We will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”). If You are represented by counsel, Your counsel may participate in the conference, but You will also participate in the conference.
  The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within forty-five (45) days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to TextNow that You intend to initiate an Informal Dispute Resolution Conference should be sent by email to [email protected] or regular mail to our offices located at 420 Wes Graham Way, Waterloo, ON N2L 0J6, Canada. The Notice must include: (1) Your name, telephone number, mailing address, e‐mail address associated with Your Account (if You have one); (2) the name, telephone number, mailing address and e‐mail address of Your counsel, if any; and (3) a description of Your Dispute.
  The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.
• ‍Waiver of Jury Trial.  YOU AND TEXTNOW HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and TextNow are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section entitled “Applicability of Arbitration Agreement.”  There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review. ‍
• Waiver of Class and Other Non-Individualized Relief.  YOU AND TEXTNOW AGREE THAT, EXCEPT AS SPECIFIED IN THE SECTION ENTITLED “BATCH ARBITRATION,” EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS.  ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under the Section entitled, “Batch Arbitration.” Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this Section are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), You and TextNow agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of California. All other Disputes shall be arbitrated or litigated in small claims court. This section does not prevent You or TextNow from participating in a class-wide settlement of claims. ‍
• Rules and Forum.  This Agreement evidences a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. If the Informal Dispute Resolution process described above does not resolve satisfactorily within sixty (60) days after receipt of Your Notice, You and TextNow agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be administered by the American Arbitration Association (“AAA”), in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this section of this Arbitration Agreement. The AAA Rules are currently available at https://www.adr.org/sites/default/files/Consumer%20Rules.pdf.
  A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request”). The Request must include: (1) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration and the account username (if applicable) as well as the email address associated with any applicable Account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration.  
  If the party requesting arbitration is represented by counsel, the Request shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery.  
  Unless You and TextNow otherwise agree, or the Batch Arbitration process discussed in the Section entitled “Batch Arbitration” is triggered, the arbitration will be conducted in the county where you reside. Subject to the AAA Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration. If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any AAA fees and costs will be solely set forth in the applicable AAA Rules.
  You and TextNow agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and shall be subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential. ‍
• Arbitrator.  The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Request, then the AAA will appoint the arbitrator in accordance with the AAA Rules, provided that if the Batch Arbitration process under the Section entitled “Batch Arbitration” is triggered, the AAA will appoint the arbitrator for each batch.
• Authority of Arbitrator.  The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (1) all Disputes arising out of or relating to the Section entitled “Waiver of Class and Other Non-Individualized Relief,” including any claim that all or part of that Section is unenforceable, illegal, void or voidable, or that such Section has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except as expressly contemplated in the Section entitled “Batch Arbitration,” all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (3) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (4) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in the Section entitled “Batch Arbitration.” The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.
• Attorneys’ Fees and Costs.  The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If You or TextNow need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.
• Batch Arbitration.  To increase the efficiency of administration and resolution of arbitrations, You and TextNow agree that in the event that there are one-hundred (100) or more individual Requests of a substantially similar nature filed against TextNow by or with the assistance of the same law firm, group of law firms, or organizations, within a thirty (30) day period (or as soon as possible thereafter), the AAA shall (1) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”).
  All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise the AAA, and the AAA shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by TextNow.
  You and TextNow agree to cooperate in good faith with the AAA to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.
  This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision. ‍
• 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: 420 Wes Graham Way, Waterloo, ON N2L 0J6, Canada within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address associated with Your Account (if You have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If You opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to You. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that You may currently have, or may enter in the future, with us. ‍
• Invalidity, Expiration.  Except as provided in the Section entitled “Waiver of Class or Other Non-Individualized Relief,” if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. You further agree that any Dispute that you have with TextNow as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, You agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction. ‍
• Modification.  Notwithstanding any provision in this Agreement to the contrary, We agree that if We make any future material change to this Arbitration Agreement, We will notify You. Unless You reject the change within thirty (30) days of such change become effective by writing to TextNow at 420 Wes Graham Way, Waterloo, ON N2L 0J6, Canada. Your continued use of the Service, including the acceptance of products and services offered through TextNow Properties following the posting of changes to this Arbitration Agreement constitutes Your acceptance of any such changes. Changes to this Arbitration Agreement do not provide You with a new opportunity to opt out of the Arbitration Agreement if You have previously agreed to a version of this Agreement and did not validly opt out of arbitration. If You reject any change or update to this Arbitration Agreement, and You were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to Your access to or use of the TextNow Properties, any communications you receive, any products sold or distributed through the TextNow Properties or this Agreement, the provisions of this Arbitration Agreement as of the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement) remain in full force and effect. TextNow will continue to honor any valid opt outs of the Arbitration Agreement that You made to a prior version of this Agreement.

Miscellaneous

57. Entire Agreement: This Agreement constitutes the entire agreement between You and TextNow with respect to the subject matter hereof and will supersede and replace all prior understandings and agreements, in whatever form, regarding the subject matter.

58. Survival: Any terms and conditions of this Agreement which by their nature extend beyond the termination or expiry of this Agreement shall survive the termination or expiry of this Agreement including, without limitation ownership provisions, warranty disclaimers, and limitations of liability.

59. Governing Law:  
      a. If You are located or reside in the United States, this Agreement is governed, construed and interpreted by the law of the State of California and the federal laws of the United States, consistent with the Federal Arbitration Act without regards to            conflict of laws principles. The parties specifically disclaim the United Nations Convention on Contracts for the International Sale of Goods.
       b. If You are located or reside outside the United States, this Agreement shall be governed, construed, and interpreted in accordance with the laws of the Province of Ontario (Canada) and the federal laws of Canada applicable therein. Sole and                exclusive jurisdiction for any dispute, claim, action or proceeding arising out of or related to the Agreement shall be in an appropriate provincial court located in the province of Ontario. The parties specifically disclaim the United Nations Convention on Contracts for the International Sale of Goods.‍

60. Language. The Parties have expressly required that this Agreement, any communication and all other contracts, documents and notices relating to this Agreement be drafted in the English language. Les parties ont expressément exigé que la présente convention, la communication et tous les autres contrats, documents et avis qui y sont afférents soient rédigés dans la langue anglaise.

61. Severability: If any of the provisions (or parts thereof) contained in this Agreement are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such determination shall not affect the remaining provisions (or parts thereof) of this Agreement.

62. Headings: Headings are for convenience only and are not part of this Agreement.

63. Relationship: Nothing contained in this Agreement shall be deemed or construed as creating a joint venture or partnership between the parties; no party is by virtue of this Agreement authorized as an agent, employee or agent representative of the other party.

64. Waiver: Any waiver of any right or remedy under this Agreement must be in writing and signed by each party. No delay in exercising any right or remedy shall operate as a waiver of such right or remedy or any other right or remedy. A waiver on one occasion shall not be construed as a waiver of any right or remedy on any future occasion.

65. Electronic Communications.  The communications between you and TextNow may take place via electronic means, whether You visit the TextNow Properties or send TextNow emails, or whether TextNow posts notices on the TextNow Properties or communicates with you via email. For contractual purposes, You (i) consent to receive communications from TextNow in an electronic form; and (ii) agree that all terms and conditions, agreements, notices, disclosures, and other communications that TextNow electronically provides to You satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect Your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. (“E-Sign”).

66. Force Majeure.  TextNow shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes or shortages of transportation facilities, fuel, energy, labor or materials.  

67. Consumer Complaints.  In accordance with California Civil Code §1789.3, You may report complaints to the Complaint Assistance Unit of the Division of Consumer Service of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

68. Notice.  Where TextNow requires that You provide an email address, You are responsible for providing TextNow with a valid and current email address. In the event that the email address You provide to TextNow is not valid, or for any reason is not capable of delivering to you any notices required by this Agreement, TextNow’s dispatch of the email containing such notice will nonetheless constitute effective notice. You may give notice to TextNow at the contact address below.  Such notice shall be deemed given when received by TextNow by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.

69. Export Control.  You may not use, export, import, or transfer the App or Services except as authorized by U.S. law, the laws of the jurisdiction in which You obtained the App or Services, and any other applicable laws. In particular, but without limitation, the App and Services may not be exported or re-exported (i) into any United States embargoed countries, or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the TextNow Properties, You represent and warrant that (A) You are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (B) You are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the TextNow Properties for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by TextNow are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer TextNow products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.

70. Assignment: You may not assign any rights or obligations under the Agreement and any assignment shall be ineffective. TextNow may assign or delegate all rights and obligations under this Agreement without notice to You.

Should You have any questions concerning this Agreement, contact TextNow at:

TextNow, Inc.
420 Wes Graham Way
Waterloo, ON
N2L 0J6
Canada
Email: [email protected]