This page provides the terms and conditions (these “Terms of Service”) that govern the use of, including but not limited to, services, products, software, and technologies (the “Services”) offered by TextDrive and/or Accelerate Venture Holdings, LLC, a Texas corporation, and its subsidiaries (“ and/or AVH”). By using the Services, you/your company (the “Customer”) agrees to these Terms.

1. Services.

(a) AND/OR AVH will use commercially reasonable efforts during the Service Term to provide Customer the Services identified on Customer’s order form, invoice, etc. As part of the Services, and/or AVH grants Customer the right to use the Services on Customer’s website or other appropriate methods and mediums during the Service Term.

(b) The Services will be provided to Customer through AND/OR AVH’s methods including but not limited to AND/OR AVH’s website and dashboard, integrations utilizing API keys, webhooks, ADF feed, etc. and Customer must register and identify a username and password. The customer is responsible for obtaining and maintaining any equipment or services necessary to use the Services and for maintaining the security of such equipment, services, and Customer’s username and password. Customer is responsible for all use of its username and password.

(c) Customer may only use the Services for its internal business purposes and may only disclose the Services to third parties to enable those parties to provide services to Customer. Such internal business purposes may include, but not limited to, email marketing, direct mail, SMS marketing, and social media marketing in accordance with all local and federal laws.

2. Proprietary Rights.

(a) Customer shall not, directly, or indirectly reverse engineer or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms relevant to the Services or any software, documentation, or data related thereto or create derivative works based on, or remove any proprietary notices of labels from, any of the foregoing. AND/OR AVH shall own and retain all rights, title, and interest in and to the Services, and Software, and all improvements, enhancements, or modifications thereto, and all intellectual property rights related to any of the foregoing.

(b) AND/OR AVH may collect and analyze data relating to Customer’s use of the Services and will be free to use such data for its internal business purposes and to disclose such data in de-identified form in connection with its business. AND/OR AVH shall not disclose to third parties the aggregated Services in a form that is attributable to Customer.

(c) Each party shall promptly notify the other party when it has knowledge of a breach that may compromise the security, confidentiality, or integrity of any third parties’ personally identifying information that relates to the Services and shall cooperate with law enforcement with respect to such breach and shall take appropriate action to mitigate the breach at its expense.

(d) Customer shall not export the Services from the United States except in compliance with applicable law and with the prior written approval by AND/OR AVH.

3. Payment of Fees.

(a) Customer shall pay AND/OR AVH the fees described in the Order Form, invoice, etc. in accordance with the terms therein (the “Fees”) for services being rendered. Customer authorizes AND/OR AVH to charge the credit card and/or alternate electronic form of approved payment for services. Full payment for services is due upon receipt (Late payment terms and time frames are covered on each invoice). Unpaid amounts may be subject to a finance charge of 7.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection (including reasonable attorneys’ fees) and may result in immediate termination of Service.

(b) AND/OR AVH may change the Fees or applicable charges, or may institute new Fees or charges, by giving Customer written notice 90 days in advance. If Customer believes that AND/OR AVH has billed Customer incorrectly, Customer must contact AND/OR AVH no later than 30 days after the closing date on the first billing statement in which the error or problem appeared to receive an adjustment or credit. Inquiries should be directed to AND/OR AVH’s accounting department at accounting@accelerateventureholdings.com. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on AND/OR AVH’s net income.

(c) Customer agrees and understands that the charges on a credit card or for any check for the Services are irrevocable, undisputable, and may not be charged back, contested, or challenged now or in the future. Doing so is a material breach of this agreement for which AND/OR AVH would be entitled to attorney fees, costs, and fees associated with addressing a chargeback in addition to the amount challenged. Should Customer not pay the amount submitted to by AND/OR AVH for the cost of the chargeback within 30 days after AND/OR AVH has submitted its amount of cost due to Customer contesting a charge, the charges will be turned over to a collection agency. AND/OR AVH shall have at its sole disposal any other legal remedy it independently chooses to pursue any collection against Customer for the cost of the chargeback. Customer further agrees that proof of purchase by AND/OR AVH is all that is necessary to establish to the credit card agency or banking institution to deny a chargeback to Customer.

4. Term and Termination.

(a) AND/OR AVH will provide the Services beginning on the Service Start Date which will endure for a minimum of three-monthly billing cycles (“90-day Minimum Commitment") and then continue a month-to-month basis (the “Service Term”) until written notice of termination is given by either party.

(b) Either party may terminate the Services by giving written notice of termination to the other party; such termination (“30-day Opt-out") will be effective at the end of the next full calendar month of Service.

5. Representations and Warranties.

(a) Each party represents and warrants to the other party that it has complied and will comply with all applicable laws and regulations with respect to the Services, including without limitation SAN Registration https://telemarketing.donotcall.gov/profile/create.aspx, CAN-SPAM, the TCPA, and the FTC’s TSR.

(b) AND/OR AVH represents and warrants to Customer that it will use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner that minimizes errors and interruptions and shall perform any installation or training services in a professional and workmanlike manner and neither the Services will contain any viruses, malware, or other disabling code installed or inserted by AND/OR AVH.

(c) The express warranties set forth in these Terms of Service are the only warranties made. All other warranties, express or implied, including without limitation warranties of merchantability, title, non-infringement, and fitness for a particular purpose, are disclaimed. All Services are provided “as-is” with no warranties whatsoever.

6. Confidentiality.

Customer shall not use or disclose to any third party any of AND/OR AVH’s confidential information. AND/OR AVH’s confidential information includes non-public information identified by AND/OR AVH as confidential or proprietary or which should reasonably be understood by Customer to be confidential or proprietary based on the nature of the information or the circumstances of its disclosure. Non-public aspects of the Services are AND/OR AVH’s confidential information. Upon termination of the Service Term, Customer shall promptly return or certify to the destruction of all AND/OR AVH’s confidential information. Customer may disclose AND/OR AVH’s confidential information if required by law if Customer gives notice to AND/OR AVH prior to such disclosure and assists AND/OR AVH in limiting the disclosure.

7. Indemnification.

Each party (the “Indemnifying Party”) shall defend, indemnify and hold harmless the other party and its directors, officers, contractors, employees, agents, and consultants (the “Indemnified Group”), from and against any and all actions, suits, proceedings, claims, liabilities, damages, losses, judgments, and expenses, including reasonable attorneys’ fees and costs, made or claimed by a third party arising out of or related to: (i) the Indemnifying Party’s the breach of these Terms of Service, including of any representations and warranties made herein; and (ii) the Indemnifying Party’s violation of any rights of any third party or the Indemnified Group that arises out of or relates to these Terms of Service.

8. Limitation of Liability.

Neither party shall be liable for any consequential, indirect, exemplary, special, or incidental damages, or for damages for lost profits, arising out of or related to these Terms of Service, however caused and regardless of the theory of liability (including without limitation negligence), even if the party has been advised of the possibility of such damage. Each party’s liability arising out of or related to these Terms of Service shall not exceed and is limited to the total amount of Fees paid by Customer in the 12-month period immediately before the event giving rise to liability. This Section 8 shall not apply to a party’s breach of Section 2(A), 6, to the payment of Fees when due, or to a party’s indemnification obligations herein.

9. General.

(a) All notices given under these Terms of Service shall be in writing and will be effective when received by the party to whom directed. All notices shall be delivered by hand or sent by certified mail, return receipt requested, addressed to the party’s address on the Order Form, or sent by email, with confirmation of receipt, addressed to the party’s email address on the Order Form. A party may update its notice address by giving notice to the other party.

(b) These Terms of Service shall be governed by and construed in accordance with the laws of the State of Texas, without regard to conflict of laws principles. An action brought by either party under these Terms of Service shall be brought only to a state or federal court located in Collin County, Texas. Each party submits to the jurisdiction and venue of such courts and waives any objection to such courts. AND/OR AVH may seek injunctive relief in any court of competent jurisdiction. Each party hereby waives any right it has or may have to a jury trial in any action, suit, or proceeding arising out of or related to these Terms of Service.

(c) The breach or threatened breach by the Customer of these Terms of Service would be highly prejudicial to the interest of AND/OR AVH and would materially damage AND/OR AVH. Therefore, AND/OR AVH will be presumed entitled to injunctive relief, including specific performance, to remedy or prevent such breach or threatened breach, without the obligation to post a bond and in addition to any other remedy that may be available at law or equity.

(d) No agency, partnership, joint venture, or employment is created because of these Terms of Service. These Terms of Service and the Order Form state the entire agreement between the parties with respect to the Services and supersede all previous discussions, negotiations, and agreements. The failure of any party to insist upon the performance of any provision of these Terms of Service or to exercise any right or privilege granted to such party under these Terms of Service will not be construed as waiving such provision or any other provision hereof. Neither party may assign these Terms of Service without the written consent of the other party; provided, that either party may assign these Terms of Service without the other party’s consent(i) to the acquirer in connection with the sale, transfer, or other disposition by such party of all or substantially all of its assets or to the surviving or resulting entity in a merger or reorganization. If any provision of these Terms of Service is held to be invalid or unenforceable, the parties intend that the provision be enforceable to the maximum extent permitted under law and therefore request that the court reform the invalid or unenforceable provision to render it enforceable to the maximum extent permitted; if the court refuses to modify or reform the provision, then the provision shall be severed from these Terms of Service with no effect upon the remaining provisions. Any amendment or addition to these Terms of Service will be effective only if in writing and signed by both Parties.

Account Terms & Conditions

TextDrive is committed to protecting the privacy of the data relating to our users, and their clients. We will collect, store, use and protect any personal information that you share with us. We will not share your information with anyone, except as described in this Privacy Policy.

Throughout this Privacy Policy, we will refer to our website, applications delivered via the web, and other related services collectively as the “Service.”

This Privacy Policy does not apply to information we collect by other means than your use of the Service (including offline) or from other sources. When you sign up for TextDrive and use the Service you agree to accept this Privacy Policy.

We reserve the right to change this policy at any time, and if we do so, we will post changes and updates to this page. Please refer to this policy periodically to inform yourself if changes have been made.

We collect certain information through our website, located at http://www.textdrive.io (our “Website”). This page (this “Privacy Policy”) lays out our policies and procedures surrounding the collection and handling of any such information that identifies an individual user or that could be used to contact or locate him or her (“Personally Identifiable Information” or “PII”).

Information We May Collect

We collect the following Personally Identifiable Information from users who buy our products and services: name, email address, telephone number, address, and credit card number.

In addition, upon using the Service, individual transaction data obtained from your third-party invoicing or accounting application, (“Quickbooks,” “Xero,” “Clio” etc.) information collected via the browser, user-generated content, and other information uploaded to the website by the user, in conjunction with your use of the Service may be collected. Information obtained through these means that relates to the user’s client or customer to be invoiced through TextDrive may at times be referred to as “Third-Party Client Information” throughout this Privacy Policy.

Additional information from or about you may also be collected in other ways, including responses to customer surveys and any communications with our customer service team.

We use “cookies” so that our Website can remember you and provide you with the information you’re most likely to need. For instance, when you return to the Website, cookies identify you and prompt the site to provide your username (not your password), so you can sign in more quickly. Cookies also allow our Website to remind you of your past usage and to suggest similar products and services. Finally, we use information gained through cookies to compile statistical information about use of our Website, such as the time users spend at the site and the pages they visit most often. Those statistics do not include PII.

Our Use of Personally Identifiable Information

We use your Personally Identifiable Information to create your account, to communicate with you about products and services you’ve purchased, to offer additional products and services, and to bill you. We also use this information to the extent necessary to enforce our Website terms of service and to prevent imminent harm to persons or property.

When you use the Service, including accepting a payment, contacting customer service or requesting technical support, in addition to many other interactions with TextDrive, we will apply the information that we have collected. Knowing this information allows us to verify your identity, communicate with you, and enforce our agreements with you, as well as secure the best possible experience for all TextDrive customers by ensuring compliance with applicable US state and federal laws and our own policies. We may also use this information to improve and enhance our offerings to you.

TextDrive may use certain information about you without identifying you as an individual to third parties. We do this for purposes such as analyzing how the Service is used, diagnosing service or technical problems, maintaining security, and personalizing content.

Protecting Personal Information

Information that can be used to identify a person is “Personally Identifiable Information”. This does not include information that has been aggregated or made anonymous. All information is securely stored on our servers in the United States. We employ the highest in industry standards to protect Personally Identifiable Information, as well as any information provided relating to your invoiced customers.

Third-party client and customer information, provided to TextDrive by users, shall be considered confidential and shall not be disclosed to any third party, unless required to do so by law or subpoena or if we believe that such action is necessary to conform to the law, or comply with legal process served on us. Such information shall be utilized only for the purpose for which TextDrive was created, which is to facilitate the billing and collection process for electronic billing of customers and clients.

Although TextDrive utilizes the highest reasonable levels of data security in the industry, we cannon guarantee the security of PII or other information provided to us. By using our Website, you acknowledge and agree that we make no such guarantee and that you use our Website at your own risk.

Sharing Personal Information

TextDrive will not rent or sell your Personal Information to others. We may store personal information in locations outside the direct control of TextDrive (for instance, on servers or databases co-located with hosting providers). TextDrive will share your Personal Information with a limited number of TextDrive partners for the explicit purpose of providing services to you. If we do this, such third parties’ use of your Personal Information will be bound by terms at least as restrictive as this Privacy Policy.

As we develop our business, we may buy or sell assets or business offerings. Customer, transaction, email, and visitor information is generally one of the transferred business assets in these types of transactions. We may also transfer such information in the course of corporate divestitures, bankruptcy, mergers, or dissolution.

Except as otherwise described in this Privacy Policy, TextDrive will not disclose Personal Information to any third party unless required to do so by law or subpoena or if we believe that such action is necessary to (a) conform to the law, comply with legal process served on us or our affiliates, or investigate, prevent, or take action regarding suspected or actual illegal activities; (b) to enforce our User Agreement, take precautions against liability, to investigate and defend ourselves against any third-party claims or allegations, to assist government enforcement agencies, or to protect the security or integrity of our site; and (c) to exercise or protect the rights, property, or personal safety of TextDrive, our customers or others.

Compromise of Personal Information

In the event that personal information is compromised as a result of a breach of security, TextDrive will promptly notify those persons whose personal information has been compromised, in accordance with the notification procedures set forth in this Privacy Policy, by email, or as otherwise required by applicable law.

TextDrive shall not be liable for the transfer of any personal identification information resulting from loss or distribution of data, the delineation or corruption of storage media, power failures, natural phenomena, riots, acts of vandalism, sabotage, terrorism or any other event beyond TextDrive's control.

Your Choices About Your Information

You may, of course, decline to submit personally identifiable information through the Service, in which case TextDrive may not be able to provide certain services to you. You may update or correct your account information at any time by logging in to your account. You can review and correct the information about you that TextDrive keeps on file by contacting us as described below.

Information Relating to Minors

TextDrive does not knowingly collect or solicit personal information from anyone under the age of 18 or knowingly allow such persons to register with our Service. If you are under 18, please do not send any information about yourself to us, including your name, address, telephone number, or email address. No one under age 18 is allowed to provide any personal information to or on TextDrive. In the event that we learn that we have collected personal information from a minor under age 18 without verification of parental consent, we will delete that information as quickly as possible. If you believe that we might have any information from or about a child under 18, please contact us as described below.

Links to Other Web Sites

TextDrive is not responsible for the practices employed by websites linked to or from our website, nor the information or content contained therein. Please remember that when you use a link to go from our website to another website, our Privacy Policy is no longer in effect. Your browsing and interaction on any other website, including those that have a link on our website, is subject to that website’s own rules and policies. Please read over those rules and policies before proceeding.

Notification Procedures

It is our policy to provide notifications, whether such notifications are required by law or are for marketing or other business-related purposes, to you via email notice, written or hard copy notice, or through conspicuous posting of such notice on our website, as determined by TextDrive in its sole discretion. We reserve the right to determine the form and means of providing notifications to you.

Changes to Our Privacy Policy

If we change our privacy policies and procedures, we will post those changes on our website to keep you aware of what information we collect, how we use it, and under what circumstances we may disclose it. Changes to this Privacy Policy are effective when they are posted on this page.

Contact

Please contact us with any questions or concerns regarding our policy.