Amazon, the Amazon logo, Fulfillment by Amazon, Merch by Amazon, FBA, Seller Central, and any other Amazon owned company names, products, and/or logos are property and the trademarks of Amazon.com or its affiliates. Textees is not directly affiliated with Amazon.com, Inc in any way.
1. Access & Membership
In order to enjoy all the benefits of Textees, the User may be asked to register and become a member (“Member”). Membership requires that the User registers on the Site (including by filling-out all required personal information). The User may opt out of marketing and promotional e-mails, however when providing their email address, the User agrees to be added to Textees’ marketing and email list and receive emails. The User may cancel its membership at any time by canceling online on the Site. To complete registration, the User shall provide an email address and a password. The User may never use another’s Textees account without permission from that user. The User is solely responsible for the activity that occurs on User’s account, and User must keep its account password secure. The User must notify Textees immediately of any breach of security or unauthorized use of its account. Although Textees will not be liable for the User’s losses caused by any unauthorized use of its account, User may be liable for the losses of Textees or others due to such unauthorized use.
Textees may change, suspend or discontinue the Services, Products, fees, charges, terms at any time, including the availability of any feature, or content. Textees may also impose limits on certain features and Services or restrict User’s access to parts or all of the Services without notice or liability. The User certifies to Textees that if User is an individual (i.e., not a corporation) the User is at least 18 years of age. The User also certifies that it is legally permitted to use the Service, and takes complete and full responsibility for the selection and use of the Service. This Agreement is void where prohibited by law, and the right to access the Service is revoked in such jurisdictions.
Textees reserves the right to change this Agreement at any time and at our sole discretion. Any changes will be effective upon the posting of such changes online, unless we specify a different effective date when we make a particular change. You are responsible for checking for Agreement updates. Your continued participation in the Program after changes to this Agreement take effect will constitute your acceptance of the changes. If you do not agree to a change, you must stop participating in the Program and terminate this Agreement.
All content (information, images, pictures, data, text, photographs, graphics, messages, or other materials), hereinafter “Content”, that you post, submit, upload, display, sell or use, hereinafter “post”, using our Services is your content. Any mockups, concepts, design files, or graphic representations that are transmitted to Textees.io in any way is your content. We don’t make any claim(s) to it. That includes anything you post using our Services (like your Content, images, comments, usernames, etc.).
- Responsibility for the Content. You understand that you are solely responsible for the Content that you post on or through the Service. You represent that you have all necessary rights to the Content and that you’re not infringing or violating any third party’s rights by posting it or using it on your Products sold, manufactured, or configured by Textees.
- Permission to Use the Content. By using our services Textees agrees that your content will remain yours. By continuing to use our services you grant express permission for Textees to use your Content at any time, and with no obligation to notify you.
- Rights You Grant Textees. By sending your Content to Textees (via any communication method), you grant Textees a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to sell, profit from, use, display, market, edit, modify, reproduce, distribute, store, and prepare derivative works of your Content to provide the Services and to promote Textees and/or your Textees store, or the Services in general, in any formats and through any channels, including across any Textees services, third-party website, advertising medium and/or social media.
- Reporting Unauthorized Content. Textees respects intellectual property rights and follows intellectual property laws. Because of our esteemed respect, we are committed to following appropriate legal procedures to remove infringing content from the Service(s).
- Intellectual Property. Textees respects your work and empowers you to express your voice and ideas. We ask that you respect the work and creative rights of others. You need to either own the Content you post to Textees, or have the express authority to post it. Content must comply with right of publicity, trademark and copyright laws, and all other applicable state and federal laws.
- Trademarks and Infringement of Intellectual Property. In events where we receive proper notice of intellectual property infringement, Textees strives to respond quickly by removing, blocking, or disabling access to the allegedly infringing material. When Textees removes, blocks or disables access in response to a notice, Textees makes a reasonable attempt to contact the allegedly infringing party, and provide information about the notice and removal.
- Counter DMCA Notifications: If Textees receives a DMCA counter notification, the removed material may be replaced or access to it may be restored 10 business days after receipt of the counter notice, unless the copyright owner files an action seeking a court order against the allegedly infringing party and informs Textees of this action. Textees may send a copy of the counter notice to the original complaining party.
- Repeat Infringement: Textees terminates account privileges of Members that are subject to any number of notices of intellectual property infringement in appropriate circumstances and at Textees’s discretion.
- Copyright Responsibility. You agree and attest by accepting this Agreement and using our Services that you own all rights (including copyrights) for the Content you post, or if you are not the owner, that you have express authority and written permission to use the Content, and that you have all of the rights required to post the Content.
- If Content that you own and have rights to has been posted to the Services without your permission and you want it removed, please contact our support email directly for further escalation and review.
- If your Content infringes another person or company’s intellectual property, we will block it at our discretion.
- Inappropriate, False, or Misleading Content. This should be common sense, but there are certain types of Content we don’t want submitted to our Services (for legal reasons or otherwise). You agree that you will not post any content that is abusive, threatening, defamatory, obscene, vulgar, illegal or otherwise offensive or in violation of any part of this Agreement. You also agree not to post any Content that is false and misleading or uses the Services in a manner that is fraudulent or deceptive.
- Content Guidelines. Content submitted to Textees in any form is subject to Amazon’s Content Policy.
4. Use of Services
We grant you a limited, non-exclusive, non-transferable, and revocable license to use our Services subject to this Agreement and the following restrictions in particular:
- Don’t Use Our Services to Break the Law. You agree that you will not violate any laws in connection with your use of the Services. This includes any local, state, federal, and international laws that may apply to you or Textees. For example, it’s your responsibility to obtain any permits or licenses that your store may require; you must not engage in fraud, theft, anti-competitive conduct, threatening conduct, or any other unlawful acts or crimes against Textees, another Textees user, or a third party.
- Don’t Try to Harm Our Systems. You agree not to interfere with or try to disrupt our Services, for example by distributing a virus or other harmful computer code into our platforms, third party services, or other programs or systems our clients may use to promote their Products. You agree that Textees reserves the right to audit our platforms (systems) to ensure integrity and compliance with this Agreement, at the sole discretion of Textees.
- Follow Brand Guidelines. The name “Textees”, our iconography, phrases, logos, and designs that we use in connection with Services we provide are trademarks, service marks, or trade dress of Textees in the US, European Union, and all other countries, that are used for proprietary purposes at our sole discretion.
- Share Your Ideas. We love your suggestions and ideas! They can help us improve your experience and our Services. Any unsolicited ideas or other materials you submit to Textees (not including your Content or Products you sell or warehouse through our Services) are considered non-confidential and nonproprietary to you. You grant us a non-exclusive, worldwide, royalty-free, non-irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you at any time.
- Communication Methods. Textees will provide you with certain legal information in writing. By using our Services, you’re agreeing to our communication methods which describes how we provide that information to you. This simply means that we reserve the right to send you information electronically (by email, etc.) instead of mailing you paper copies (it’s better for the environment).
5. Warranties and limitation of liability
- You represent, warrant, and covenant that you are at least the legal age of majority and that you are able to form a legally binding contract.
- If you are a business or other legal entity, then: (a) you are duly organized, validly existing and in good standing under the Laws of the country in which your business is registered and that you are registering for the Program within such country; (b) you have all requisite right, power, and authority to enter into this Agreement, perform your obligations, and grant the rights, licenses, and authorizations in this Agreement; (c) any information provided or made available by you or your affiliates to us is at all times accurate and complete; and (d) the individual applicant entering into this Agreement on the legal entity’s behalf represents that he or she has all necessary legal authority to bind the legal entity to this Agreement.
- Items Your Clients Purchase Through Our Links. You understand that Textees cannot and does not make any warranties about your Content, or the final product that you receive. Any legal claim related to a Product you or your Customers purchase must be brought directly against you as the creator of the Product. You release Textees from any claims related to Products created through our Services, including consideration for defective items, misrepresentations by you as a seller, or items that caused physical injury (like product liability claims). Textees may monetize provided links via the Amazon Affiliate program and identifies as follows, “We are a participant in the Amazon Services LLC Associates Program, an affiliate advertising program designed to provide a means for us to earn fees by linking to Amazon.com and affiliated sites.”
- Content You Access. Your customers may come across materials that they find offensive or inappropriate while using our Services. We make no representations concerning any content posted by users through the Services. Textees is not responsible for the accuracy, copyright compliance, legality, or decency of content posted by users that you accessed through the Services. You release us from all liability relating to that content.
- Warranties. Textees is dedicated to making our Services the best they can be, but we’re not perfect and sometimes things can go wrong. You understand that our Services are provided “as is” and without any kind of warranty (express or implied). We are expressly disclaiming any warranties of title, non-infringement, merchantability, and fitness for a particular purpose, as well as any warranties implied by a course of performance, course of dealing, or usage of trade.
- We do not guarantee that:
- the Services will be secure or available at any particular time or location;
- any and all errors which are Textees responsible will be corrected;
- the Services will always be free of viruses or other harmful materials; or
- the results of using the Services will meet your expectations. You use the Services solely at your own risk. Some jurisdictions do not allow limitations on implied warranties, so the above limitations may not apply to you.
- Liability Limits. THE SERVICES ARE PROVIDED “AS IS.” TEXTEES WILL IN NO EVENT BE LIABLE FOR ANY LOSS OF DATA OR CONTENT, LOSS OF PROFITS, COST OF COVER OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, EXEMPLARY OR RELIANCE DAMAGES ARISING FROM OR IN RELATION TO THIS AGREEMENT, OR FOR ANY EQUITABLE REMEDY OF DISGORGEMENT OR OTHERWISE, HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY. IN NO EVENT WILL OUR LIABILITY HEREUNDER EXCEED THE AMOUNT OF ROYALTIES DUE AND PAYABLE TO YOU UNDER THIS AGREEMENT FOR THE TWELVE-MONTH PERIOD PRECEDING SUCH CLAIM. WE SPECIFICALLY DISCLAIM, WITH RESPECT TO ALL SERVICES, SOFTWARE, CONTENT OR PRODUCTS PROVIDED BY OR ON BEHALF OF US IN CONNECTION WITH THIS AGREEMENT OR THE PROGRAM OR PROGRAM MATERIALS, ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE AND AGREE THAT WE CANNOT ENSURE THAT CONTENT SUBMITTED BY OR ON BEHALF OF YOU WILL BE PROTECTED FROM THEFT OR MISUSE, AND WE WILL HAVE NO LIABILITY ARISING FROM A FAILURE OF ANY SECURITY TECHNOLOGY OR PROCEDURE.
6. Responsibility of site members and visitors
Violation of any of this Agreement or other rules will result in the termination of your Textees account.
Textees and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or remove any Content that is available via the Textees Services. Without limiting the foregoing, Textees and its designees shall have the right to remove any Content. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Content created by Textees or submitted to Textees, including without limitation information in Textees collaborations, posts and in all other parts of the Textees Services.
Without limiting other remedies, we may limit, suspend or terminate our Service and User accounts, prohibit access to our Site, delay or remove hosted Content, and take technical and legal steps to keep Users off the Site if we think that they are creating problems, possible legal liabilities, or acting inconsistently with the letter or spirit of our policies. We also reserve the right to cancel unconfirmed accounts or accounts that have been inactive for extended periods of time. The User is responsible for providing Textees with accurate information (including but not limited to its retail price). If the User has provided Textees with inaccurate or false information, (a) the User shall be liable to Textees for damages and losses (including but not limited to taxes) arising out of such inaccurate or false information and (b) the User shall reimburse such damages and losses (including but not limited to taxes) to Textees, and (c) Textees shall have the right to charge the Client for such damages and losses (including but not limited to taxes).
7. Production and Distribution Schedule
a.) Production of Products. You may request the production of certain Products that use, incorporate, or are based on your Content. For each Product you request to have produced, we will indicate the cost to have that Product produced (“Cost of Goods”) and the fees we will charge on each sale (“Fees”). The Cost of Goods and Fees for a Product may change from time to time, including after you have authorized its production, based on production and fulfillment costs or other factors. You can view the current Cost of Goods and Fees for Products listed on Amazon.com in the table below:
|Basic Shirt||Port & Company PC61||Amazon||$19|
|Premium Shirt||Bella + Canvas 3001||Amazon||$21|
|Hoodie||Port & Company PC850H||Amazon||$41|
|Long Sleeve T-Shirt||Port & Company PC55LS||Amazon||$26|
|Sweatshirt||Port & Company PC850||Amazon||$35|
|Basic Shirt||Gildan 64000 Softstyle T-Shirt||Textees.io||$15|
|Premium Shirt||Bella + Canvas 3001||Textees.io||$18|
|Tank Top||Bella + Canvas 3480||Textees.io||$20|
|Long Sleeve T-Shirt||Amercian Apparel 2007||Textees.io||$23|
|Zip Hoodie||Bella + Canvas 3939||Textees.io||$34|
|Snapback Hat||Yupoong 6089M||Textees.io||$22|
|Dad Hat||Yupoong 6245CM||Textees.io||$22|
|Phone Case||As shown||Textees.io||$16|
|Coffee Mug||As shown||Textees.io||$13|
|8x10″ Matte Poster||As shown||Textees.io||$12|
|18x24″ Matte Poster||As shown||Textees.io||$24|
|24x36″ Matte Poster||As shown||Textees.io||$30|
|Back Print||Printed on apparel back||Textees.io||$6 Each|
|Sleeve Print||Printed on apparel sleeve||Textees.io||$3 Per Sleeve|
|Inside Label||Printed on inside of apparel||Textees.io||$3 Each|
|Outside Label||Printed on outside of apparel||Textees.io||$3 Each|
|Digitization Fee||For embroidery prep||Textees.io||$10 per file|
|Hat Side Logo||Embroidered on side of hat||Textees.io||$3 Each|
|Hat Back Logo||Embroidered on back of hat||Textees.io||$3 Each|
|Textees is not responsible for any shipping, expediting, or customs costs on any platform|
|Example: Creator sells basic shirt on Amazon for $30. Royalty is $30-19=$11|
|Example: Creator sells basic shirt with back print on Textees.io for $30. Royalty is $30-18=$12|
b.) Royalties. For each sale of a Product, the responsible Party will pay you a royalty (“Royalty”) equal to the price a customer paid for the Product less the applicable Cost of Goods and Fees as of the time of the sale. Taxes and any separately stated fees or charges are excluded from the list price when calculating Royalties. A Royalty is due only for sales for which the transacting third party has received final payment from or on behalf of an end user. If a Product is purchased using a credit card or bank account deduction mechanism, final payment will be deemed to have occurred when the applicable credit card company or bank has fully settled the payment for the applicable purchase. A Royalty is due only on the initial sale of a Product. Textees will not pay Royalties on sales of used or previously sold Products. Textees will not pay Royalties for returned products.
c.) Pricing and Sales. A third party will be the seller of record for the Products. Textees has sole discretion to determine price, availability, distribution channels, and terms of sale for the Products. A third party is responsible for and has sole discretion related to processing payments, collecting payments, addressing requests for refunds, and providing customer service related to our obligations, and Textees will have sole ownership and control of all sales and other data we obtain from customers in connection with the Services.
d.) Product Information. For every Product, you will provide the following information: name of the Product, desired list price, product description, icon/image, and any other information related to the Products that we require (together, “Required Product Information”). “Product Information” includes the Required Product Information and any other information and content related to your Content and/or to you, such as all metadata, graphics, artwork, images, trademarks, trade names, logos and other descriptive or identifying information and materials associated with you or a particular Product. You are responsible for providing accurate Product Information, and will not make any false, inaccurate, or misleading claims or statements regarding any Content or Product or otherwise mislead customers regarding any Content or Product. If any Product Information is inaccurate or needs to be updated or modified, you will promptly provide us with corrections, updates, or modifications.
e.) Payment Terms. Subject to the terms of this paragraph, we will pay you Royalties up to 30 days after the end of the calendar month in which final payment for the applicable sale is made. At the time of payment, we will make available to you a report detailing sales of Products and corresponding Royalties. All payments will be made via check, Venmo, or other payment method agreed by Textees and User. We may require you to provide us with information for a valid bank account in your name for receiving EFT payments and, if you do not provide that information, we may withhold payments, without interest, until you do so and/or pay you via check and deduct a payment processing fee. You may not maintain any action or proceeding against us with respect to any report or payment unless you commence that action or suit within 3 months after the date the report or payment was due. If we pay you a Royalty on a sale and later issue a refund or credit to the customer for such sale (or receive a chargeback related to the sale), we may offset the amount of the Royalty we previously paid you against future Royalties or other amounts that would otherwise be payable to you under this Agreement, or require you to remit that amount to us. For any amounts that we determine you owe us, we may (a) charge any payment instrument you provide to us; (b) offset any amounts that are payable by you to us (in reimbursement or otherwise) against any payments we may make to you or amounts we may owe you; (c) invoice you for amounts due to us, in which case you will pay the invoiced amounts upon receipt; (d) reverse any credits to your bank accounts; or (e) collect payment or reimbursement from you by any other lawful means. If we determine that your actions or performance may result in returns, chargebacks, claims, disputes, violations of this Agreement or the Program Policies, or other risks to Textees or third parties, then we may in our sole discretion withhold any payments to you for as long as we determine any related risks to Textees or third parties persist. If we determine that your account has been used to engage in deceptive, fraudulent, or illegal activity, or if you are unable to demonstrate that you have all necessary rights to the Content you provide us for a Product, then we may in our sole discretion permanently withhold Royalties to you for any Products. If after we have terminated your Program account you open a new Program account without our express permission, we will not owe you any Royalties under the new Program account.
f.) Taxes. The producing third party is responsible for collecting and remitting any taxes imposed on its sales of Products to customers. You are responsible for any income or other taxes due and payable resulting from any Textees payment to you. Accordingly, unless otherwise stated, the amounts due to you hereunder are inclusive of any taxes that may apply to such payments. Textees maintains the right, however, to deduct or withhold any applicable taxes that we may be legally obligated to deduct or withhold from amounts due from Textees or its affiliates, and the amounts due, as reduced by such deductions or withholdings, will constitute full payment to you. You will provide Textees with any forms, documents or other certifications as may be requested by Amazon to satisfy any information reporting or tax obligations with respect to this Agreement.
g.) Marketing Limitations. You will not link to, or encourage, authorize, or direct others to link to, any online location where Products are available for sale from any website, application, or other service that is directed to children within the meaning of the Children’s Online Privacy Protection Act or any successor or similar law.
h.) Product Availability; Withdrawal; Termination. We may determine in our discretion to make any Product available through our Services. We may stop any transaction, or take other actions as needed to restrict access to or availability of any Product or Content that does not comply with this Agreement. Any withdrawal of a Product does not relieve you of responsibility to perform other obligations under this Agreement. Subject to other terms of this Agreement, you may withdraw a Product from further sale through our Services as of a specified date by contacting Textees via email. We will use commercially reasonable efforts to stop selling the applicable Product within 20 business days after we receive such notice. You will immediately notify us if you unexpectedly lose the rights required under this Agreement or become aware of a third party claim related to these rights. If the Agreement is terminated, we will stop selling your Products as of the date the termination takes effect. Notwithstanding any withdrawal or termination, we may fulfill any customer orders placed prior to the withdrawal or termination. Any withdrawal does not limit our, or any third party’s, right to sell used Products.
i.) Currency. Unless otherwise stated, all fees and payments are quoted in U.S. Dollars. The User is responsible for paying all fees, payments and applicable taxes associated with our Site and Services.
j.) Affiliate Terms. At any point Textees may choose to participate and/or request your participation in the Amazon Associates program. By using our Services, you agree that at Textees’ sole discretion, you will either promote, market, and/or offer Special Links to your Products that are provided by Textees; or that you will use the Amazon Assoicates program for your own products.
k.) Service Level. Textees reserves the right to make any decisions about where, when, and how Content is designed and/or provided. Textees is not obligated to create, host, update, modify, or take any action related to the Content after it is provided.
9. Shipping and returns
Once you have provided your design(s), it might be not possible to edit or cancel your design. We are not bound to make such modifications.
10. Description of products
Textees will make a reasonable effort to describe Products accurately. As Textees does not own the Product manufacturing, and Product creation responsibility lies with a third party, Textees cannot guarantee that colors and details in website images are 100% accurate representations of the product, and sizes might in some cases be approximate. Textees reserves the right to amend the specifications of Products, their price, packaging and any Service associated at any time, without prior notice.
11. Purchase of products
Your submission to us (in any format) represents an offer to us to receive a link to purchase a Product via a third party which is accepted by us once we have sent you links to said Products. Any Products on the same order which we have not confirmed in a order confirmation e-mail do not form part of that contract.
Textees shall under no circumstances be held liable for any special losses due to specific circumstances of the User an/or Customer, indirect or consequential losses or wasted expenditure.
Textees does not manufacture, create, deliver, or ship products. Full responsibility for accurate Product configuration and purchase lies with the User. Full responsibility for the manufacture, creation, shipping, and delivery of the product lies with the selected third party (typically Amazon.com).
You release us (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. You agree that Textees has no control over and does not guarantee the delivery of the Product and that Textees shall be released from any and all damages resulting from the failure to receive any benefits of an anticipated collaboration.
If you use any of our trademarks in reference to our Products or Services, you must include a statement attributing that trademark to us. You must not use any of our trademarks in or as the whole or part of your own trademarks; in connection with activities, Products or Services which are not ours; in a manner which may be confusing, misleading or deceptive; or in a manner that disparages us or our information, products or services (including the Site).
You will indemnify, defend and hold us (including any respective officers, directors, employees, contractors and assigns) harmless from and against any loss, claim, liability, damage, action or cause of action (including reasonable attorneys’ fees) that arises from any claim relating to any Content, or from any breach of your representations, warranties or obligations set forth in this Agreement (individually, a “Claim,” and collectively, the “Claims”). You will not consent to the entry of a judgment or settle a Claim without our prior written consent, which may not be unreasonably withheld. You will use counsel reasonably satisfactory to us to defend each Claim. If we reasonably determine that a Claim might adversely affect us, we may take control of the defense at our expense (and without limiting your indemnification obligations). Your obligations under this Section are independent of your other obligations under the Agreement.
16. Disputes, Law & Jurisdiction
- Governing Law. This Agreement (including any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims)) are governed by the laws of the State of California, without regard to its conflict of laws rules. These laws will apply no matter where in the world you live.
- Arbitration. You and Textees agree that any dispute or claim arising from or relating to the Agreement shall be finally settled by final and binding arbitration, using the English language, administered by the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rule in effect at that time (those rules are deemed to be incorporated by reference into this section, and as of the date of this Agreement you can find them here or by calling the AAA at 1–800–778–7879). Arbitration will be handled by a sole arbitrator in accordance with those rules. Judgment on the arbitration award may be entered in any court that has jurisdiction. Any arbitration under the Agreement will take place on an individual basis – class arbitrations and class actions are not permitted. You understand that by agreeing to the Agreement, you and Textees are each waiving the right to trial by jury or to participate in a class action or class arbitration. Notwithstanding the foregoing, each party shall have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, pending a final decision by the arbitrator. You may instead assert your claim in “small claims” court, but only if your claim qualifies, your claim remains in such court, and your claim remains on an individual, non-representative, and non-class basis.
- Costs of Arbitration. Payment for any and all reasonable AAA filing, administrative, and arbitrator fees will be in accordance with the Consumer Arbitration Rules. If the value of your claim does not exceed $10,000, you will pay for the reasonable filing, administrative, and arbitrator fees associated with the arbitration.
If any provision of this Agreement is held invalid by a court with jurisdiction over the parties to this Agreement, such provision will be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and the remainder of this Agreement will remain in full force and effect. The word “including” will be interpreted without limitation when used in this Agreement. The parties to this Agreement are independent contractors. Each party will bear its own costs and expenses in performing this Agreement. We may use one or more subcontractors to exercise our rights and perform our obligations hereunder. We will be responsible for ensuring that our subcontractors comply with the applicable portions of this Agreement when performing for us or on our behalf. Our failure to enforce any provision of this Agreement will not constitute a waiver of our rights to subsequently enforce the provision. You may not assign any of your rights or obligations under this Agreement, whether by operation of law or otherwise, without our prior written consent, except that you may assign all of your rights and obligations under this Agreement to any corporation or other entity without consent in connection with a merger or the sale of all or substantially all of your assets as long as you give us written notice of any such assignment no later than ten business days before such assignment. Subject to the foregoing limitation, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns. THIS AGREEMENT WILL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REFERENCE TO RULES GOVERNING CHOICE OF LAWS OR THE U.N. CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS. YOU HEREBY IRREVOCABLY CONSENT TO AND WAIVE ANY OBJECTION TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE FEDERAL AND STATE COURTS LOCATED AT SANTA CLARA COUNTY WITH RESPECT TO ANY CLAIMS, SUITS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. This Agreement constitutes the entire agreement between the parties with respect to its subject matter, supersede any and all prior or contemporaneous agreements between the parties with respect to its subject matter, and does not give any third party (except where specified) any rights or remedies hereunder. No agency, partnership, joint venture, employee-employer, franchiser-franchisee relationship, etc. is intended or created by this Agreement. Textees reserves the right to transfer or assign this Agreement or any right or obligation under this Agreement at any time.
18.) Term and Termination; Suspension. The term of this Agreement (the “Term”) will begin on the date you send any Content to Textees (via any channel) it and will continue until you or we terminate it. We are entitled to terminate this Agreement and access to your Program account at our discretion with or without advance notice to you. You are entitled to terminate this Agreement at any time by giving us at least 30 days advance written notice. We may also suspend your participation in our Program at our discretion with or without notice to you. We are not obligated to return copies of any Content or other materials that you provide. The following provisions of this Agreement will survive termination of this Agreement.
[Agreement last revised 06-14-18]