Terms of Service

These Terms of Service ("Agreement") govern your use of the services provided by Rather Text, LLC ("Company"). By accessing or using the Company's services, you agree to be bound by this Agreement. You agree that you have read this Agreement in its entirety before accessing or using the Company's services.

DEFINITIONS

"You" and "your" refer to any individual or entity who accesses or uses the Company's services, including but not limited to customers, users, and demo participants.

SECTION 1: DESCRIPTION OF SERVICE

The Company provides a software-as-a-service ("SaaS") platform for sending, receiving, and managing communications via SMS text messaging between you/your organization and your organization’s contacts.

SECTION 2: PAYMENT AND FEES

2.1 Payment Structure

The Company offers various subscription plans for its Services, which may include monthly or annual fees. The payment structure for each subscription plan may differ, and you may choose the subscription plan that best suits your needs.

2.2 Fees

You agree to pay all fees and charges associated with your use of the Company's services in accordance with the payment structure, subscription plan you select, and any message count overages you incur. All fees and charges are non-refundable, except as otherwise provided in these Terms of Service or as required by applicable law. The Company will process timely refunds of payment errors in its sole discretion.

Message count overages are incurred in blocks of 100 messages (sent and received) at a rate of $4 for up to 100 messages. For the avoidance of doubt, if you subscribe to the Basic plan for $29/month which allows up to 1,000 messages sent and received per month but end up sending and receiving 1,023 messages in a month, you'd be charged $29 + $4 = $33 for that month's access and usage. For accounts that have activated voice call forwarding from their Rather Text phone number to another phone number or service, each minute of forwarded voice calls during the applicable billing period is counted as 1 message.

2.3 Taxes

All fees advertised are exclusive of any taxes. Sales tax will be applied to your fees based on current tax rates and tax authority for our product in your tax jurisdiction. You are responsible for keeping your address information updated with the Company so sales taxes can be accurately applied to your transactions when applicable. You are advised to keep records of all your transactions and taxes paid for your own reference and compliance with applicable tax laws.

2.4 Subscription

Your subscription to the Company's services will automatically renew on a recurring basis, unless you cancel your subscription prior to the end of the current subscription period. The renewal subscription fees will be charged to your account on the first day of each renewal period, unless otherwise notified by the Company.

2.5 Payment Method

You must provide the Company with a valid payment method, such as a credit card or other payment method accepted by the Company, in order to purchase a subscription plan. You authorize the Company to charge your selected payment method for all fees and charges associated with your subscription plan.

2.6 Payment Processing

The Company uses third-party payment processors to process payments for its services. By providing the Company with your payment information, you agree to the terms and conditions of the applicable third-party payment processor, in addition to these Terms of Service.

2.7 Failure to Pay

If the Company is unable to process your payment for any reason, the Company will attempt to contact you to resolve the payment issue.  If the Company or its representatives are not able to contact you, your subscription to the Company's services may be suspended or terminated. The Company reserves the right to pursue any legal remedies available to it for any outstanding fees or charges owed to the Company.

2.8 Fee Changes

The Company may change its subscription fee amounts and payment structure at any time. Any changes to the subscription fee amounts or payment structure will be posted on the Company's website and communicated to you via email. Your continued use of the Company's services following any such change constitutes your acceptance of the new fees or payment structure.

2.9 Cancellation

You may cancel your subscription to the Company's services at any time by contacting the Company at support@rathertext.com. The Company does not offer refunds for any fees or charges already paid, except as otherwise provided in these Terms of Service or as required by applicable law.

SECTION 3: PRIVACY POLICY

The Company's Privacy Policy outlines the collection, use, and sharing of your personal and organization information. By using the Company's services, you agree to the Privacy Policy.

SECTION 4: NOTICES

All notices required or permitted by this Agreement will be in writing and delivered to the email address associated with your account or through the Company's website. You are responsible for keeping your contact information up-to-date.

SECTION 5: INDEMNIFICATION

You agree to indemnify, defend and hold harmless the Company, its affiliates, officers, directors, employees, agents, and third-party partners from and against any claims, damages, losses, liabilities, judgments, awards, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with your use of the Company's services or your breach of this Agreement. This includes, without limitation, any claims of intellectual property infringement, violation of privacy rights, or any other claim arising out of or related to your use of the Company's services. If an indemnified party to this Agreement determines in good faith that there is a reasonable probability that a third-party claim may adversely affect the indemnified party or its affiliates other than as monetary damages, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle the third-party claim. In such event, the indemnifying party will not be obligated to pay the attorneys fees and costs of the indemnified party and will not be bound by (i) any determination of any third-party claim so defended for the purposes of this Agreement or (ii) any compromise or settlement effected without its consent, which may not be unreasonably withheld.

SECTION 6: LIMITATION OF LIABILITY

To the maximum extent permitted by applicable law, in no event shall the Company, its affiliates, officers, directors, employees, agents, or third-party partners be liable for any indirect, incidental, punitive, special, or consequential damages, or any damages whatsoever, including, without limitation, damages for loss of profits, data, use, goodwill, or other intangible losses, arising out of or in connection with the use or inability to use the Company's services or any content accessed through the Company's services, whether based on contract, tort, negligence, strict liability or otherwise, even if the Company has been advised of the possibility of such damages. In no event will the Company's total liability to you for all damages, losses or causes of action exceed the amount you have paid to the Company for the use of its services during the twelve (12) months prior to the claim or cause of action. If you are dissatisfied with any portion of the Company's services, or with any of these Terms of Service, your sole and exclusive remedy is to discontinue using the Company's services.

SECTION 7: ACCOUNT CREATION AND SECURITY

7.1 Account Creation

In order to use certain features of the Company's services, you may be required to create an account by providing your name, organization name, email address, and other personal information. You agree that all information you provide to the Company for the purpose of creating an account is accurate, current, and complete, and you agree to update your information as necessary to maintain its accuracy.

7.2 Security

You are solely responsible for maintaining the confidentiality of your account login credentials, including your username and password, and for all activities that occur under your account. You agree to immediately notify the Company of any unauthorized use of your account or any other breach of security related to your account.

7.3 Prohibited Activities

You agree not to use any automated means, including but not limited to bots, scripts, or spiders, to access, monitor, or copy any part of the Company's services or content. You also agree not to engage in any activity that interferes with or disrupts the Company's services or servers, including but not limited to hacking, spamming, or sending viruses or other harmful code.

7.4 Termination or Suspension

The Company reserves the right to terminate or suspend your account or access to its services at any time, with or without cause, with notice, effective immediately. The Company may also terminate or suspend your account for any reason, including but not limited to breach of these Terms of Service, violation of any applicable law or regulation, or extended periods of inactivity.

7.5 Data Access and Ownership

The Company does not claim any ownership rights to the data or content that you upload or provide to its services. However, you grant the Company a non-exclusive, royalty-free, worldwide license to use and display any data or content you upload, transmit, or provide for the purpose of providing its services to you.

7.6 Third-Party Accounts

You may be able to connect your account to third-party accounts, such as email providers or social media accounts. By connecting your account to a third-party account, you authorize the Company to access and use the information provided by that third-party account, in accordance with its privacy policy.

7.7 Deletion of Accounts and Data

You may request the deletion of your account and any associated data at any time by contacting the Company at support@rathertext.com. The Company will use commercially reasonable efforts to delete your account and associated data within a reasonable time after receiving such a request and will email you to confirm it has been deleted. However, the Company may retain certain data or content for a period of time in order to comply with legal or regulatory requirements, or for backup or archival purposes.

SECTION 8: CONDUCT, REPRESENTATIONS, AND WARRANTIES

8.1 Conduct

You agree to use the Company's services only for lawful purposes and in accordance with these Terms of Service. You agree not to use the Company's services:

• In any way that violates any applicable federal, state, local, or international law or regulation
• To engage in any activity that is fraudulent, misleading, or deceptive
• To impersonate or misrepresent your affiliation with any person or entity
• To engage in any activity that is harmful to minors
• To transmit any viruses, worms, defects, Trojan horses, or other items of a destructive nature
• To transmit any unsolicited or unauthorized advertising, promotional materials, or any other form of solicitation
• To interfere with or disrupt the Company's services or servers, or to circumvent, disable or otherwise interfere with security-related features of the Company's services
• To use any automated means, including but not limited to bots, scripts, or spiders, to access, monitor, or copy any part of the Company's services or content

8.2 Representations and Warranties

You represent and warrant that:

• You are at least 18 years of age, or the age of majority in your jurisdiction, and have the legal capacity to enter into and perform these Terms of Service
• You will comply with all applicable laws and regulations in connection with your use of the Company's services
• You have all necessary rights, licenses, and permissions to upload, share, and use any data or content you provide to the Company's services, and that such data or content does not violate any third-party rights or any applicable law or regulation
• Your use of the Company's services does not infringe or misappropriate any intellectual property or other proprietary right of any third party
• You will not use the Company's services in any manner that violates any third-party terms of service or other agreement to which you are a party

8.3 Disclaimer of Warranties

The Company's services are provided on an "as is" and "as available" basis, without warranty of any kind, either express or implied, including without limitation any warranty for information, services, uninterrupted access, or products provided through or in connection with the Company's services, including without limitation the software licensed to you and the results obtained through the Company's services. Specifically, the Company disclaims any and all warranties, including without limitation:

• Any warranties concerning the availability, accuracy, usefulness, or content of information, products or services, and
• Any warranties of title, warranty of non-infringement, warranties of merchantability or fitness for a particular purpose

The Company does not warrant that its services will be uninterrupted or error-free, or that defects in the services will be corrected. You acknowledge that the Company does not control the transfer of data over communications facilities, including the Internet, and that the Company is not responsible for any problems or issues related to such transfer.

SECTION 9: TCPA COMPLIANCE

You acknowledge and agree to comply with the Telephone Consumer Protection Act ("TCPA") and any other applicable laws and regulations regarding communications to mobile devices.

SECTION 10: OPT-OUT/UNSUBSCRIBE REQUIREMENTS

You agree to include an opt-out/unsubscribe link in communications, where required by law, regulation, or best practice, sent through the Company's platform and to comply with all opt-out/unsubscribe requests.

SECTION 11: DATA/CONTENT USE AND STORAGE

The Company may use, store, and disclose your data and content as necessary to provide the Company's services and to comply with legal obligations. You retain all ownership rights to your data and content.

SECTION 12: MODIFICATIONS TO SERVICE

The Company may modify or update the platform at any time without notice. The Company may also add new features or discontinue features at any time without notice. New features or discontinued features may or may not result in a change of subscription fees, however, if subscription fees do change as a result of feature changes, notice will be provided to you via email.

SECTION 13: WAIVER AND SEVERABILITY OF TERMS

The failure of the Company to enforce any provision of this Agreement does not waive the right to enforce that provision. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

SECTION 14: NON-TRANSFERABILITY

You may not transfer or assign this Agreement or your rights and obligations under this Agreement without the Company's prior written consent.

SECTION 15: ENTIRE AGREEMENT

This Agreement represents the complete and exclusive Agreement between you and the Company with respect to its subject matter, and it supersedes all prior or contemporaneous communications and proposals, whether oral or written, between you and the Company. Any modifications to this Agreement must be in writing and signed by both parties.

SECTION 16: TERMINATION

The Company may terminate your access to its services at any time, with or without cause, with notice, effective immediately. The Company may also terminate or suspend your account or access to the services for any reason, including but not limited to:

• Breach of these Terms of Service
• Violation of any applicable law or regulation
• Request by law enforcement or other government agencies
• Request by you (account termination)
• Technical or security issues or problems

Upon termination of your access to the services, your right to use the services will immediately cease. All provisions of these Terms of Service which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

If you wish to terminate your account, you may do so by contacting the Company at support@rathertext.com. Termination of your account does not relieve you of any obligation to pay any outstanding fees or charges owed to the Company. The Company reserves the right to collect any such fees or charges owed to it through any legal means available.

Upon termination of your access to the services, the Company will delete or destroy any personal or organization information or data associated with your account, unless the Company is required to retain such information or data by applicable law or regulation, or for backup or archival purposes.

The Company may also terminate or suspend its services at any time, with or without cause, with notice, effective immediately. In the event of such termination or suspension, the Company shall not be liable to you or to any third party for any damages, costs, or expenses incurred as a result of such termination or suspension.