Genesys Terms of Service
1. Terms of Service
These Terms of Service (the “Terms”) govern your use of the website located at: https://textel.net (the “Website”), our downloadable software applications (each, an “App” and collectively “Apps”), the Software (as defined below), Textel Application Program Interfaces (collectively “API”), and hosted services enabled or available via the Website, Apps, Software (as defined below), and API (the “Services”) that are offered by Textel LLC. (“Textel”, the “Company” or “we”).
1.1 Use of the Service. The Website, App, the Software (as defined below), the API, the Services and the information and content available in the App, the Software (as defined below), the API, and the Services (collectively, the “Company Properties”) are protected by copyright laws throughout the world. Unless otherwise specified by the Company in a separate license, your right to use any Company Properties is subject to the Terms.
1.2 Application License. Subject to your compliance with the Terms, the Company grants you a limited non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use the App on mobile devices or computers that you own or control solely for your business purposes, and not for further resale. Furthermore, with respect to any App accessed through or downloaded from the Apple App Store, Google Chrome Web Store, Google Play marketplace or any similar store or marketing place (each, an “App Store” and references to an App Store include the corporate entity and its subsidiaries making such App Store available to you), you agree to comply with all applicable third party terms of the relevant App Store (e.g. Apple App Store’s “Usage Rules”) (the “Usage Rules”).
1.3 Company API. Subject to your compliance with the Terms, including the Service Subscription Fees outlined in section 6, Company hereby grants to you the right to access and use the Company API m ade available by Company to you, solely for the purpose of accessing the Services and for no other purpose. This right specifically excludes Company’s Provisioning API, which is used for text enabling phone numbers. We may limit: (i) the number of network calls that you may make via the API; (ii) the maximum file size; and (iii) the maximum Content that may be accessed, or anything else about the API and the Content it accesses that we deem appropriate, in our sole discretion. We may impose or modify these limitations without notice. We may utilize technical measures to prevent over-usage or stop usage of the API by you or any other user after any usage limitations are exceeded or suspend your access to the API with or without notice to you in the event you exceed any such limitations.
1.4 Updates. You understand that the Company Properties are evolving. As a result, the Company may require you to accept updates to the Company Properties that you have installed on your computer or mobile device. You acknowledge and agree that the Company may update the Company Properties with or without notifying you. You may need to update third-party software (e.g. your device’s operating system) from time to time in order to use the Company Properties.
1.5 Certain Restrictions. The rights granted to you in the Terms are subject to the following restrictions: (i) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Company Properties or any portion of the Company Properties, (ii) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other Company Properties (including images, text, page layout or form) of the Company; (iii) you shall not use any metatags or other “hidden text” using Company’s name or trademarks; (iv) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Company Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law; (v) access the Company Properties in order to build a similar or competitive website, application or service; (vi) except as expressly stated herein, no part of the Company Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (vii) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Company Properties. Any future release, update or other addition to the Company Properties shall be subject to the Terms. The Company, its suppliers and service providers reserve all rights not granted in the Terms. Any unauthorized use of the Company Properties terminates the licenses granted by the Company pursuant to the Terms.
1.6 Necessary Equipment and Software. You must provide all equipment, internet or mobile connectivity, and software necessary to connect to the Company Properties, including but not limited to, a mobile device that is suitable to connect with and use the Company Properties, in cases where the Services offer a mobile component. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Company Properties.
2.1 Registering Your Account. In order to access certain features of the Company Properties you may be required to become a Registered User. For purposes of the Terms, a “Registered User” is a user of the Services (“User”) who has registered an account on the Website, API, Software, or App (“Account “).
2.2 Registration Data. In registering for use of the Services you agree to (i) provide true, accurate, current and complete information about yourself as prompted by the App’s registration form (the “Registration Data”); and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (x) at least thirteen (13) years old; (y) of legal age to form a binding contract; and (z) not a person barred from using the Company Properties under the laws of your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account. You agree to (a) notify the Company immediately of any unauthorized use of your password or any other breach of security at [email protected]; and (b) exit from your Account at the end of each session. If you provide any information that is untrue, inaccurate, not current or incomplete, or the Company has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, the Company has the right to suspend or terminate your Account and refuse any and all current or future use of the Company Properties (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You agree not to create an Account or use the Company Properties if you have been previously removed by the Company, or if you have been previously banned from any of the Company Properties.
2.3 Your Phone Numbers. You represent and warrant that (i) you have procured all rights and licenses and have all power and authority necessary to use and text enable those phone numbers you register or associate with your Account without the consent of any third party, (ii) you will not use the services on a phone number that has been exchanged, rented, or purchased from a third party without the permission of the phone number owner, (iii) the phone number is not a mobile subscriber phone number and (iv) you will use the Services for legal purposes only.
3. Responsibility for Content; Confidential Information
3.1 Types of Content and Confidential Information. You acknowledge that all information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through the Company Properties (“Content”) is the sole responsibility of the party from whom such Content originated. This means that you, and not the Company, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available (“Make Available”) through the Company Properties (“Your Content”), and that you and other Users of the Company Properties, and not the Company, are similarly responsible for all Content they Make Available through the Company Properties (“User Content”). As such, you retain all rights in ownership to Your Content and any User Content that is related to your Users; subject to the Company’s right to use Your Consent and any User Content pursuant to Section 4.4 of these Terms, below. The Company shall treat Your Content and User Content as Confidential Information (as defined below).Each party agrees to protect the Confidential Information of the other party. Each party will afford to the other party’s Confidential Information at least the same degree of care as it normally employs to avoid unauthorized disclosure of its own Confidential Information. Confidential Information includes any technical and non-technical information whether in graphic, electronic, optical, written, oral or other form, that is either identified as confidential or proprietary or which, given the nature of the information and circumstances of disclosure would reasonably be considered confidential or proprietary, including but not limited to any emails, texts or other communications of occurring through the Company Properties, as well as any ideas, techniques, drawings, designs, descriptions, specifications, works of authorship, patent applications or other filings, models, inventions, know-how, processes, algorithms, software source documents, materials related to the current, future and proposed technologies, products and services of the parties, any information concerning research, experimental work, development, financial information, purchasing, customer lists, employees, business and contractual relationships, business forecasts, business plans, property information, personally-identifiable information, sales and merchandising, marketing plans, and methods of operation.
3.2 No Obligation to Pre-Screen Content. You acknowledge that the Company has no obligation to pre-screen Content (including, but not limited to, User Content), although the Company reserves the right in its sole discretion to pre-screen, refuse or remove any Content. By entering into the Terms, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications. Without limiting the foregoing, the Company shall have the right to remove any Content that violates the Terms or is otherwise objectionable.
3.3 Storage. The Company has no obligation to store any of Your Content that you Make Available on the Company Properties. Notwithstanding the foregoing, the parties agree that in a separate agreement to a timeline for storing your content. The Company has no responsibility or liability for the accuracy of any Content, including Your Content; or the failure to transmit or receive transmission of Content. Certain Services may enable you to specify the level at which such Services restrict access to Your Content. You are solely responsible for applying the appropriate level of access to Your Content. If you do not choose, the system may default to its most permissive setting. You agree that the Company retains the right to create reasonable limits on the Company’s use and storage of the Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits described in the web pages accompanying the Services and as otherwise determined by the Company in its sole discretion.
3.4 Privacy & Data Processing Laws. For the purposes of privacy and data protection laws, for much of the personal information we process when providing the Service, we act as your processor or service provider in accordance with our Data Processing Addendum.
4.2 Your Account. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of the Company.
4.3 Your Profile. Any Content posted by you in your profile may not contain nudity, violence, sexually explicit, or offensive subject matter. You may not post or submit for print services a photograph of another person without that person’s permission.
4.4 License to Your Content. In order to enable the Company to send and deliver your messages and otherwise provide you the Services, you grant the Company a fully paid, royalty- free, revocable, limited , non-exclusive right (including any moral rights) and license to use, distribute, reproduce, modify, adapt, publicly perform, and publicly display, Your Content (in whole or in part) solely for the purposes of operating and providing the Company Properties to you and to your You agree that you, not the Company, are responsible for all of Your Content that you Make Available on or in the Company Properties. Should you revoke this right then Company may immediately discontinue Services.
4.5 Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to the Company through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that the Company has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to the Company 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 Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Company Properties. You also acknowledge and agree that, with your prior written consent in each instance, the Company may use your name and logo(s) to identify you as a customer of the Company Properties, and, with your prior written consent in each instance, use your Feedback in connection with your name and logo(s) on the Company Properties.
5. User Conduct
5.2 Unauthorized Applications. You understand that the Company Properties are not designed, intended, authorized or warranted to be suitable for use in the following “Unauthorized Applications”: life support applications, devices or systems; the operation of nuclear facilities; aircraft navigation systems; aircraft communication systems; air traffic control; direct life support machines; weapons systems; military or space equipment requiring radiation hardened components; and Enhanced 911 or the E911 emergency calling system. You warrant that you will not use the Company Properties for Unauthorized Applications.
5.3 Acceptable Use Policy. You agree that your use of the Services is subject to, and you agree to abide by, our Acceptable Use Policy, attached hereto.
6. Representations and Warranties
The Company represents and warrants that (i) it shall perform the Services in a professional and workmanlike manner, in accordance with best industry standards for similar services; (ii) the Company Properties and all of the Services provided by the Company will, at all times, be in material compliance with all applicable laws, including, but not limited to, the TCPA; (iii) to Company’s knowledge, none of the Company Properties or your use thereof infringe or will infringe any intellectual property right of any third party; and (iv) the Company Properties will not introduce any virus, trojan horse, or other similar defects in your environment or your customers’ environment.
7. App Stores
You acknowledge and agree that the availability of the App is dependent on the App Store from which you received the App license. You acknowledge that the Terms are between you and the Company and not with the App Store. The Company, not the App Store, is solely responsible for the Company Properties, including the App, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use the App, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with the Company Properties, including the App. You agree to comply with, and your license to use the App is conditioned upon your compliance with, all applicable third- party terms of agreement (e.g., the App Store’s terms and policies) when using the Company Properties, including the App. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of the Terms and will have the right to enforce them.
You agree to indemnify and hold the Company, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, the “Company Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (i) your use of the Company Properties in violation of the Agreement (and all exhibits thereto, including these Terms), (ii) your negligence or misconduct, and (iii) your violation of any applicable laws, rules or regulations, only to the extent it does not arise from the Company’s negligence, misconduct, or violation of the Agreement (and all exhibits thereto, including these Terms) by the Company. The Company reserves the right, at its own cost, to assume the defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with the Company in asserting any available defenses. You agree that the provisions in this section will survive any termination of the Agreement (and all exhibits thereto, including these Terms), your Account, and your access to the Company Properties.
The Company agrees to indemnify and hold You, your officers, employees, agents and partners harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of (i) the Company’s negligence or misconduct; (ii) Company’s violation of any applicable laws; (iii) the Company’s breach of the Agreement (and all exhibits thereto, including these Terms), or (iv) the infringement by all or any portion of the Company’s Properties on a third party’s intellectual property rights.
9. Disclaimer of Warranties
9.2 No Liability for Conduct of Third Parties. You acknowledge and agree that the Company Parties are not liable, and you agree not to seek to hold the Company Parties liable for the conduct of Third Parties, including operators of telecommunications networks and mobile carriers, and that the risk of injury from such Third Parties rests entirely with notwithstanding the foregoing, you acknowledge that Company may use certain subcontractors from time to time, and to the extent such subcontractors provide some of the services provided under this agreement, Company agrees that it shall assume all liability for subcontractors and shall be responsible for the services that such subcontractors provide. Company shall ensure that services provided by subcontractors meet all of the standards, terms and conditions provided in this agreement.
9.3 No Liability for Conduct of Other Users. You are solely responsible for all of your communications and interactions with other users of the Company Properties. You understand that Company does not make any attempt to verify the statements of Users of the Company Properties.
10. Limitation of Liability
10.1 Disclaimer of Certain Damages. The Parties acknowledge and agree that in no event shall either Party be liable for any loss of profits, revenue or data, indirect, incidental, special, exemplary, or consequential damages arising out of or in connection with the Company Properties, or damages or costs due to loss of production or use, business interruption, procurement of substitute goods or services, or personal or property damage or emotional distress, whether or not Company has been advised of the possibility of such damages, arising out of or in connection with the Terms or from any communications, interactions or meetings with other users of the Company Properties, on any theory of liability resulting from (i) unauthorized access to or alteration of your transmissions or data or (ii) statements or conduct of any Third Party on the Company Properties;
10.2 Cap on Liability. Under no circumstances will either Party be liable to the other Party for more than two (2ONE1) times the amount received by the Company pursuant to the services provided under this agreement.
10.3 User Content. The Company Parties assume no responsibility for the timeliness, deletion, mis-delivery or failure to store any content (including, but not limited to, your content and user content), user communications or personalization settings.
10.4 Basis of the Bargain. The limitations of damages set forth above are fundamental elements of the basis of the bargain between Company and certain jurisdictions do not allow the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above exclusions or limitations may not apply to you and you might have additional rights.
11. Term and Termination
11.2 Termination of Services by Company. Any Service Subscription Fee for any Service shall be non-refundable. If timely payment cannot be charged to your Payment Provider for any reason, if you have materially breached any provision of the Terms, or if the Company is required to do so by law (e.g., where the provision of the Website, the App, Software or the Services is, or becomes, unlawful), the Company has the right to, immediately and without notice, suspend or terminate any Services provided to you.
11.3 Effect of Termination. Termination of any Service includes removal of access to such Service and barring of further use of the Service. Termination of all Services may include deletion of your password keys and all related information, files and Content associated with or inside your Account (or any part thereof). Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination of Services may involve deletion of Your Content associated therewith from our live databases. The Company will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. Notwithstanding the foregoing, You shall have 60 days following termination to obtain a copy of Your Content that has been stored by the Company or within the Company Properties. All provisions of the Terms which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
12.1 Violations. If the Company becomes aware of any possible violations by you of the Terms, the Company reserves the right to investigate such violations. If, as a result of the investigation, the Company believes that criminal activity has occurred, the Company reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. The Company is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in the Company Properties, including Your Content, in the Company’s possession in connection with your use of the Company Properties, to (i) comply with applicable laws, legal process or governmental request; (ii) enforce the Terms, (iii) respond to any claims that Your Content violates the rights of third parties, (iv) respond to your requests for customer service, or (v) protect the rights, property or personal safety of the Company, its Users or the public, and all enforcement or other government officials, as the Company in its reasonable discretion believes to be necessary or appropriate.
12.2 Breach by you. In the event that the Company determines that you have breached any portion of the Terms or the Agreement, or have otherwise demonstrated conduct inappropriate for the Company Properties, the Company reserves the right to: (i) Warn you via email (to ) that you have violated the Terms; (ii) If the breach is not remedied within thirty (30) days of our email warning, delete and/or discontinue delivery or transmission of any of your Content provided by you or your agent(s) to the Company Properties; (iii) Discontinue your registration(s) with the any of the Company Properties; (iv) Discontinue your subscription to any Services, terminate this Agreement, and retain all fees paid by You; (v) Notify and/or send Content to and/or fully cooperate with the proper law enforcement authorities for further action; and/or (vi) Pursue any other action which the Company deems to be appropriate.
12.3 Breach by the Company. In the event that you determine that the Company is in breach of any portion of the Terms, you will have the right to: (i) Warn the Company via email (to [email protected]) that we have violated the Terms; (ii) If the breach is not remedied within thirty (30) days of your email warning, you will have the right to terminate this Agreement immediately and obtain reimbursement of the prorata portion of any prepaid unused services; and/or (iii) Pursue any other action which you deem to be appropriate.
12.4 No Subsequent Registration. If your registration(s) with or ability to access the Company Properties is discontinued by the Company due to your violation of any portion of the Terms or for conduct otherwise inappropriate for the community, then you agree that you shall not attempt to re-register with or access the Company Properties or any Company community through use of a different member name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those Company Properties to which your access has been terminated. In the event that you violate the immediately preceding sentence, the Company reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.
12.5 International Users. The Company Properties can be accessed from countries around the world and may contain references to services and content that are not available in certain countries. These references do not imply that the Company intends to announce such services or content in other countries. The Company Properties are controlled and offered by the Company from its facilities in the United States of America. The Company makes no representation that the Company Properties are appropriate or available for use in other locations. Those who access or use the Company Properties from other jurisdictions do so at their own volition and are responsible for compliance with local law.
13. General Provisions
13.1 Electronic Communications. The communications between you and the Company may use electronic means, whether you visit the Company Properties or send the Company emails, or whether the Company posts notices on the Company Properties or communicates with you via email. For contractual purposes you (i) consent to receive communications from the Company in an electronic form; and (ii) agree that all terms and conditions, agreements, notices, disclosures, and other communications that you and the Company provide to the other electronically, satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights. All electronic communications to you will be accompanied by a copy to .
13.2 Assignment. The parties may execute this Agreement in counterparts, including facsimile, PDF or other electronic copies, which taken together will constitute one instrument. Neither party may assign, subcontract, delegate or otherwise transfer the Terms, and all rights and obligations hereunder, without the other party’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void; provided, however that each party shall have the right to assign this Agreement and its rights and obligations under it, in whole or in part, to any present or future Affiliate, or to any other entity which acquires all or substantially all of its business or assets, whether by merger, reorganization, acquisition, sale or otherwise, provided that, such party is bound by the terms of this Agreement.
13.3 Force Majeure. Neither party shall 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, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
13.4 Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to the Company Properties, please contact us at: https://textel.net/contact. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
13.5 Limitations Period. YOU AND THE COMPANY AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE TERMS, THE COMPANY PROPERTIES OR THE CONTENT MUST COMMENCE WITHIN TWO (2) YEARS AFTER YOU BECOME AWARE OF THE CAUSE OF ACTION THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
13.6 Governing Law. The Terms and any action related thereto will be governed and interpreted by and under the laws of the State of Delaware, without giving effect to any principles that provide for the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. The parties will attempt in good faith to resolve any controversy or claim arising out of or relating to this Agreement through discussions between the respective and Company executives responsible for this Agreement. If these discussions are unsuccessful, the parties agree that any legal action or proceeding with respect to this Agreement (including any tort claims) will be brought either in the state court of Delaware, or the Federal District Court of the United States of America for and by execution and delivery of this Agreement, each party hereby consents to the jurisdiction of the aforesaid courts solely for the purpose of adjudicating its rights with respect to this Agreement or by document related thereto. In the event suit is brought to enforce or interpret any part of this Agreement, the prevailing party shall be entitled to recover as an element of its costs of suit, not as damages, reasonable attorney’s fees and costs to be fixed by the court.
13.7 Notice. YYou may give notice to the Company at the following address: Textel, 1120 South 6th St., Suite 120, Saint Louis, MO 63104 or via electronic mail to [email protected], with a copy to Stock Legal, LLC 4512 West Pine Blvd., St. Louis, MO 63108, Attn: Sara K. Stock or via electronic mail to [email protected] Such notice shall be deemed given when received by the Company by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address on the day that it was sent if using electronic mail.
13.8 Waiver. Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
13.9 Severability. If any provision of the Terms is, for any reason, held to be invalid or unenforceable, the other provisions of the Terms will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
13.10 Accessing and Download the Application from iTunes. The following applies to any App Store Sourced Application accessed through or downloaded from the Apple App Store:
(i) You acknowledge and agree that (a) the Terms are concluded between you and the Company only, and not Apple, and (b) the Company, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service.
(ii) You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.
(iii) In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between the Company and Apple, any other claims, losses, liabilities, damages costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of the Company.
(iv) You and the Company acknowledge that, as between the Company and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (a) product liability claims; (b) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation.
(v) You and the Company acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between the Company and Apple, the Company, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by the Terms.
(vi) You and the Company acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of the Terms as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce the Terms as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof.
(vii) Without limiting any other terms of the Terms, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.
13.11 Consumer Complaints. In accordance with California Civil Code 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
13.12 Entire Agreement. The Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter. No amendment of these Terms or the Agreement, to which they are attached, shall be effective unless reduced to writing signed by both parties.
13.13 Independent Contractor. In entering into and complying with this Agreement, Company is at all times performing as an independent contractor. Nothing in this Agreement shall constitute or be construed as the creation of an agency, employment, partnership or joint venture between Company and Customer.
14. Service Levels
Company will use commercial best efforts to make the Company Properties (excluding upstream mobile carriers, networks or data providers) available at least 99.5% of the time as measured over the course of each calendar month during the term of this Agreement (each such month a “Service Period”).
“Available” means the Company Properties are available for access and use and operating in material accordance with the Agreement and any specifications which accompany the Company Properties.
For purposes of calculating the Availability Requirements, the following are “Exceptions” to the Availability Requirement and neither the Company Properties will be considered un-Available nor any Service Level Failure (defined below) shall be deemed to have occurred in connection with any failure to meet the Availability Requirement or impaired ability to access or use the Services that is due, in whole or in part, to any:
> Any act or omission by you that does not comply with this Agreement;
> Your lack of Internet connectivity;
> Occurrence and continuance of a Force Majeure event as described in the Agreement;
> Failure, interruption, outage or other problem with any software, hardware, system, network, facility or other matter not supplied by us pursuant to this Agreement; or
> Scheduled Downtime (as defined below).
“Service Level Failure” means a material failure of the Company Properties to meet the Availability Requirement.
We shall use commercially reasonable efforts to (a) schedule downtime for routine maintenance of the Services between the hours of 12:01 a.m. and 6:00 a.m. Central Time; and give you at least 24 hours prior notice of all scheduled outages of Company Properties (“Scheduled Downtime”).
Acceptable Use Policy
Effective Date: June 22, 2020
This Acceptable Use Policy (the “Policy” or “AUP”) applies to Users of these Company Properties, and is incorporated by reference into the Textel Terms of Service at https://textel.net/genesysterms/ (“Terms”). In the event of any conflict between this Policy and the Terms, the terms of this Policy shall supersede to the extent of any actual conflict. Capitalized terms used herein, but undefined will have the meaning given to such term in the Terms. This Policy is not to be construed as legal advice or superseding Applicable Law or regulation. Textel encourages customers to seek legal counsel for all associated compliance considerations.
Prohibited Uses and Activities
No Infringing, Illegal, Threatening, Defamatory, and Offensive Uses. You may not use the Services to violate any Applicable Law. “Applicable Law” includes all applicable laws, rules and regulations applicable to you, your business or the subject matter of the Terms including without limitation, laws governing the use of individual information, deceptive and misleading advertising, electronic commercial communications, telemarketing and other similar laws, which include without limitation the U.S. Telephone Consumer Protection Act of 1991, U.S. Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 and the Canada Anti-SPAM Legislation, if applicable, and each as amended. Without limiting the foregoing, you shall not use the Services for, or in connection with, the following:
Theft or infringement of copyrights, trademarks, trade secrets, or other types of intellectual property.
Fraud; forgery; or theft or misappropriation of funds, credit cards, or personal information.
Impersonation of any person or entity, including, but not limited to, Textel personnel, or falsely state or otherwise misrepresent your affiliation with a person or entity.
Harm minors in any way.
Making available any Content that (i) is unlawful, tortious, defamatory, vulgar, obscene, libelous, or racially, ethnically or otherwise objectionable; (ii) violates, or encourages any conduct that would violate, any Applicable Law or would give rise to civil liability; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening, or promotes violence or actions that are threatening to any other person; or (v) promotes illegal or harmful activities.
Making available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under non- disclosure agreements).
Stalking or otherwise harassing any person or entity.
Export, re-export, or transfer of restricted software, algorithms or other data in violation of applicable export control laws.
Intentionally or unintentionally violate any applicable local, state, provincial, national or international law, treaty, or regulation, or any order of a court.
Deceptive practices such as posing as another service for the purposes of phishing or harming.
Distributing any materials of a threatening or harmful nature, including without limitation threats of death or physical harm, or materials that are malicious, harassing, libelous, defamatory, or which facilitate extortion or harmful action.
Distributing any offensive materials, including without limitation obscene, pornographic, indecent or hateful materials and materials which promote gambling or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
Sending unwanted telemarketing, promotional or informational messages without having procured the necessary consents, right and license from the recipient(s) of your messages.
Sending messages in violation of the U.S. National Do Not Call Registry or related considerations under Applicable Law.
Send Protected Health Information unless allowed under Applicable Law.
Registering for more Accounts or associated Admin Logins or User Logins than for which fees have been paid or register for an Account on behalf of an individual other than yourself.
Advocate, encourage or assist any third party in doing any of the foregoing activities in this section.
Security and Interference. You may not use the Services to violate, attempt to violate, or knowingly facilitate the violation of the security or integrity of any network, electronic service, or other system that is accessible through, or in connection with, the Services. You shall not use the Services in a manner that interferes with any other party’s ability to use and enjoy the Services, that interferes with Textel’s or its service partners’ ability to provide the Services, or that otherwise may create legal liability for Textel or its service partners in Textel’s sole discretion. You shall not use the Services to violate the acceptable use policy or terms of service of any other service provider, including, without limitation, any Internet service provider. Without limiting the foregoing, you shall not use the Services for, or in connection with, the following:
Hacking, cracking into, or otherwise using the non-public areas of the Services or any other system without authorization.
Unauthorized probes or port scans for vulnerabilities.
Unauthorized penetration tests, traffic that circumvents authentication systems or other unauthorized attempts to gain entry into any system.
Web crawling which is not restricted to a rate so as not to impair or otherwise disrupt the servers being crawled.
Unauthorized network monitoring or packet capture.
Forged or non-standard protocol headers, such as altering source addresses.
Denial of Service (DoS) attacks of any kind.
Distributing unauthorized data, malware, viruses, Trojan horses, spyware, worms, or other malicious or harmful code.
Operating network services such as: open proxies; open mail relays; or open, recursive domain name servers.
Sharing or publishing content from the Services to cause, or have the consequence of causing, the user of the content to be in violation of the Terms and this Policy.
Advocate, encourage or assist any third party in doing any of the foregoing activities in this section.
Spam. You shall not use the Services for purposes of distributing text messaging “spam,” bulk unsolicited messages, or any other form of unsolicited electronic communications distributed on a bulk basis to recipients with which you have no preexisting business or personal relationship. You shall not use the Services to collect responses from spam. You shall not harvest, collect, gather or assemble information or data of users, including e-mail addresses, without their consent. You are solely responsible for obtaining all necessary and appropriate rights, licenses and consents from those person(s) and entity(ies) with whom you message or otherwise communicate with via the Services, prior to commencing any such messaging or communication. Additionally, you shall not use the Services to send unwanted messages to individuals who have asked to stop receiving messages through any medium. To the extent required by Applicable Law, you must track and record all such requests specific to your business. You must also provide recipients of those MMS/SMS messages you send via the Services with conspicuous notice of their ability to opt-out from receiving any future text messages, by texting STOP in a stand-alone message with no additional characters or punctuation. Without limiting the foregoing, you shall not use the Services for, or in connection with, the following:
Sending pyramid schemes.
Sending chain letters.
Sending any mail in contravention of Applicable Law.
Altering or obscuring mail headers or assuming the identity of a sender without the explicit permission of that sender.
Advocate, encourage or assist any third party in doing any of the foregoing activities in this section.
Textel’s platform responds programmatically to the keyword STOP, and it works with a market leading digital security firm to monitor for and prevent spam.
CHANGES TO THIS POLICY. This Policy is subject to occasional revision at the sole discretion of Textel. We will take reasonable steps to notify you of any material changes or modifications to this Policy by way of prominent notice on our website or by email, but you agree to review the website periodically to be aware of any changes or modifications. If you do not agree to the changes in this Policy, you must discontinue use of the Services. Your continued use of the Services shall be deemed your conclusive acceptance of any such revisions.
Effective Date: June 22, 2020
Textel offers cloud-based software services that enable landline and VOIP telephone numbers to send and receive text messages, as well as application program interfaces, mobile applications and downloadable web software applications (altogether, our “Services”). For more information about Textel, please see the “About Us” section on www.textel.net (our “Site”).
ARE YOU A CUSTOMER, AUTHORIZED USER, END USER OR VISITOR?
For our Services:
you are our “Customer” if you are the legal or natural person that orders our Services.
you are an “Authorized User” if you are an employee, consultant, contractor, agent or other representative authorized by our Customer to access and use our Services under our agreement with the Customer. If you are our Customer who is a natural person (and not a representative of a customer who is an entity), then you also are an Authorized User.
you are an “End User” if you receive text messages through the Services from our Customer but do not have a direct relationship with Textel.
you are a “Visitor” if you use our Site to learn about our products and services, download a white paper, sign up for an online demo, attend one of our webinars or otherwise access content from our Site.
We sometimes refer to Authorized Users and Visitors together as “Users”.
INFORMATION WE COLLECT AND WHY WE COLLECT IT
We collect the information that you provide
When you use our Services or our Site, we may ask you to provide certain information.
Personal Information that Textel Collects from you
Why Textel Collects the Personal Information
Business Contact details, including:
To complete your subscription for the Services.
To respond to your correspondence and requests.
To obtain your feedback regarding our Site or Services.
To send you information and updates about our Site or Services that we think will interest you.
To confirm a Customer’s identity and associate an Authorized User or End User with a Customer’s account.
To monitor and enforce compliance with our Terms, Acceptable Use Policy or other agreement with a Customer.
User credentials, including:
ID and other personal information that you provide or the relevant Customer provides to us
To set up and maintain a User account.
To confirm an Authorized User’s identity.
For customer support for our Services and to troubleshoot problems.
To customize a User’s experience of our Services.
To communicate with you.
To promote our Services, such as through targeted advertising
To monitor and enforce compliance with our Terms, Acceptable Use Policy or other agreement with a Customer.
To learn how Users interact with our Site and Services so that we can improve our Services and develop new features
To complete your purchase of our Services.
PLEASE NOTE: Textel does not store your complete credit card information. Your credit card payments are processed by a third-party credit card processing service.
Information you give us when you fill out our online forms or send us emails
To respond to your request in the form or email.
To learn more about your products or services if you are a prospective or current vendor.
To process your application if you apply for a job with us.
We collect personal information about End Users
We automatically collect information about use of the Site or Services.
Textel collects information about End Users from their use of the Services, including the content of their text messages. Textel and its fraud detection vendors collect this information in order to detect spam, fraud and block fraudsters from disrupting the Services.
The information we collect, some of which is personal information, includes: mobile telephone numbers, contents of text messages, and IP addresses. If you have more questions about information collected from or about End Users, please contact the business from which you receive text messages.
We automatically collect certain information about use of the Site and Services from the computers or mobile devices of Authorized Users and End Users. Some of this automatically collected information is personal information under certain laws.
The information that we automatically collect includes:
Information about how your computer or device interacts with our Site and Services, including the date, time, search requests and results, webpages accessed and links clicked.
Information from and about the text messages sent through the Services.
IP address, broad geographic location (e.g., country or city-level location which Textel derives from other data), device type and identification number, browser type, internet service provider, operating system and other technical information.
We use this automatically collected information:
To provide our Services.
For billing purposes.
To better understand how our Site and Services are used so that we can improve them and develop new features.
For our analytics purposes, such as to track usage of our Site, to measure the number of unique Visitors to the different sections of our Site, to understand how people find our Site and to help us make our Site and marketing more useful.
To detect and block fraudulent use of the Site and Services.
To deliver advertising about our Services.
We collect information about use of our Apps
When you download, access or otherwise use our mobile applications (“Apps”), the information that we collect depends on your operating system and permissions. Our Apps need to use certain features and data from your mobile device in order to function. For example, we automatically collect usage statistics and crash logs to help us identify and fix problems.
To learn more about the specific information collected by our Apps, please check your device settings or review the information available on the particular platform from which you downloaded an App, such as in Google Play. Our Apps also allow you to check or change your status for certain data collection in the preferences or settings. If you change your settings, certain features may be unavailable or not function properly. To stop collection of all information through an App, please uninstall the App.
We collect information from third party sources
From time to time, we may receive personal information about you from third-party sources, which include:
A Customer or reseller that may provide us with your business contact information in connection with use of our Services.
From trade show operators, such as when we receive a lists of attendees.
Marketing services vendors that help us identify individuals who may be interested in learning more about our Services and to supplement personal information we already have about you, such as when we acquire a contact list from data aggregators.
From publicly-available sources so that we can better understand our customer base.
HOW TEXTEL SHARES PERSONAL INFORMATION
We may disclose your personal information to the following categories of recipients:
Network operators (e.g., telecommunication providers) for security, spam and fraud protection or to provide telecommunications network access;
Other vendors that help us provide the Services and Site for you, such as payment card processors, auditors and customer engagement platform, data security and cloud service providers;
Resellers with which Textel may share order information, business contact information and other information that a reseller may require to help you access the Services;
Marketing vendors that help us target individuals who may be interested in learning more about the Services and who help us supplement personal information we already have about you;
Competent law enforcement, government regulators, courts or other third parties when we believe disclosure is necessary (i) as a matter of law, (ii) to exercise, establish or defend our legal rights or (iii) to protect your vital interests or those of any other person;
Any other person with your consent to the disclosure.
The Services may allow you to create a Customer profile (e.g., logo, address) to share with Users of the Services and to append to Customer’s text messages. If you choose to create a Customer profile or disclose information through one of the interactive areas on the Site (such as when we invite you and others to contribute feedback on new features we are testing), others may see your information and use it in ways that we cannot control. Please keep this in mind before you share information that directly identifies you.
TEXTEL DOES NOT AND WILL NOT SELL OR EXCHANGE FOR VALUE YOUR PERSONAL INFORMATION.
What are cookies?
Cookies are small text files that are sent to or accessed from your web browser or your computer’s hard drive. A cookie typically contains the name of the domain (internet location) from which the cookie originated, the “lifetime” of the cookie (i.e., when it expires) and a randomly generated unique number or similar identifier. A cookie also may contain information about your computer, such as settings, browsing history and activities conducted while using the Site and certain Services.
Pixels (also known as web beacons) are transparent images that are used in collecting information about website usage across websites and over time.
Cookies that Textel sets on the Site are called first-party cookies. Cookies set by any other party are called third-party cookies. Third-party cookies enable third-party features or functionality on or through the Site, such as analytics, marketing automation and customer support. The parties that set third-party cookies can recognize your computer both when it visits the Site and also when it visits certain other websites.
Most browsers accept cookies automatically but allow you to disable them. You also can opt-out of certain cookies using the following link: https://optout.networkadvertising.org/?c=1. You can reset your browser to refuse all cookies or to indicate when a cookie is being sent. Some features of our Site and Services may not work properly without cookies. To learn more about cookies generally, visit www.allaboutcookies.org and https://optout.aboutads.info/?c=2&lang=EN.
Some web browsers (including Safari, Internet Explorer, Firefox and Chrome) incorporate a “Do Not Track” (“DNT”) or similar feature that signals to websites that a User or Visitor does not want to have his or her online activity and behavior tracked. If a website that responds to a particular DNT signal receives the DNT signal, the browser can block that website from collecting certain information about the browser’s user. Not all browsers offer a DNT option and DNT signals are not yet uniform. For this reason, many website operators, including Textel, do not respond to DNT signals.
Some cookies are required for the Site or Services to operate. Other cookies enable us to track the interests of Users for targeted advertising and to enhance the experience of the Site.
The types of cookies served on the Site and through the Services and why they are used is as follows:
“Strictly necessary” cookies are required to allow us to deliver the Site and Services to you.
“Performance” or “Analytics” cookies help us to collect information about how Visitors use the Site and Services and helps us analyze and improve the Site and Services.
Performance or analytics cookies remain on your computer after you close your browser until you delete them.
“Advertising” cookies are used to make advertising messages more relevant to you. They help to display advertisements that are based on your inferred interests, prevent the same ad from appearing too often and ensure that ads are properly displayed for advertisers.
Pixels and similar data collection technology enable Textel to monitor the traffic patterns of Visitors from one Site page to another, to deliver or communicate with cookies, to understand whether you visit the Site after seeing our online advertisement displayed on a third-party website, to improve performance of the Site and to measure the success of our email marketing campaigns.
We also use Google Analytics on our Site. Google Analytics provides us with demographic-type data about Users, such as age and gender. Google uses a cookie that Google recognizes when you visit other websites.
Google’s cookies help us analyze how the Site is used. The information generated by the cookie about use of the Site (including your IP address) is transmitted to and stored by Google on servers in the United States. On behalf of Textel, Google will use this information to evaluate use of the Site and compile reports for us and third parties that help operate and provide services related to Textel. Google will not associate your IP address with any other data held by Google.
Textel currently does not serve targeted advertisements on the Site. Textel may use information about your visits to the Site to provide relevant advertisements on other websites about goods and services that may interest you. Textel and third parties also may deploy technology that measures the effectiveness of advertisements by using cookies or web beacons to collect information about your visits to the Site and other websites to provide relevant advertisements on other websites about goods and services that may interest you. The information collected through this process does not enable us or the third parties to identify your name, contact details or similar directly identifying details unless you choose to provide them.
HOW TEXTEL PROTECTS PERSONAL INFORMATION
We use technical, physical and administrative safeguards intended to protect the personal information that we collect from and about you. Our safeguards are designed to provide a level of security appropriate to the risk of processing your personal information and include (as applicable) measures to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and a procedure for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing of personal information.
You are responsible for maintaining the security of your account credentials for the Services. Textel will treat access to the Services through your account credentials as authorized by you. We may suspend your use of all or part of the Services without notice if we suspect or detect any breach of security. If you believe that information you provided to us is no longer secure, please notify us immediately at [email protected].
If we become aware of a breach that affects the security of your personal infomation, we will provide you or the Customer with notice as required by applicable law. When permitted by applicable law, Textel will provide this notice to you through the email address associated with your Textel account.
UNAUTHORIZED ACCESS TO SITE OR SERVICES – INCLUDING SCRAPING – IS PROHIBITED AND MAY LEAD TO CRIMINAL PROSECUTION.
HOW TEXTEL RETAINS PERSONAL INFORMATION
We retain personal information for as long we have a legitimate business need to do so, such as for the duration of our contract with you or to comply with applicable legal, tax or accounting requirements.
When we no longer have a legitimate business need to process your personal information, we follow our data retention policy and either delete or anonymize your personal information. If we cannot delete or anonymize your personal information, then we will segregate and securely store your personal information until deletion or anonymization is possible.
Once we anonymize your personal information, it is no longer personal information. We use anonymized data subject to applicable law and our Customer agreements.
For more information, please contact [email protected].
The Site and Services are not intended for use by minors (i.e., children under age 18 or the age of majority if older in a particular jurisdiction). From time to time, we may offer a “Texting Santa” promotion or similar adult-focused promotions through which we invite parents to help their children send text messages.
Textel does not knowingly collect personal information from minors. Consistent with the requirements of applicable law, if we learn that a minor has improperly provided us with personal information, we will use that information only to respond directly to that child (or his or her parent or legal guardian) to inform the minor that he or she cannot use the Site or Services and subsequently will delete that information.
YOUR CHOICES ABOUT YOUR PERSONAL INFORMATION
CONTACT US AT [email protected] We respect your privacy rights and will do our best to accommodate your requests.
Textel’s California Privacy Notice
Textel’s California Privacy Notice (“California Privacy Notice”) applies to the processing of Personal Information of residents of the U.S. State of California (“California Consumers”) as required by the California Consumer Privacy Act of 2018 (“CCPA”).
If you are a California Consumer, this California Privacy Notice explains your privacy rights and is intended to inform you at or before the time that you provide us with your Personal Information how and why we process your Personal Information. In this California Privacy Notice, “Personal Information” means information that identifies, relates to, describes, is capable of being associated with or could reasonably be linked, directly or indirectly, with a particular California Consumer or household.
Your California Consumer Privacy Rights
CCPA offers California Consumers the following key privacy rights:
Right to Access Information: You have the right to request access to Personal Information collected about you and information regarding the source of that information, the purposes for which we collect it and the third parties and service providers with whom we share
Right to Request Deletion: You have the right to request that we delete certain Personal Information that we have collected from you.
Right to Notice of Financial Incentive: If we offer a financial incentive or price or service difference in exchange for your Personal Information, we will notify you in advance before collecting your Personal Information for this purpose and explain how you can opt in to the financial incentive or price or service difference.
Right to Opt-Out of Sale of Personal Information to Third Parties: Textel does not sell your Personal Information to third parties. If this policy changes, we will notify you and provide you with information about how to opt out of sale of your Personal Information by us. Sharing your Personal Information with our service providers is not a sale of your Personal Information because we make sure that our service providers are contractually obligated to use the Personal Information only to provide services to us and not sell it.
Our Notice at Collection of Personal Information
For CCPA purposes, Textel generally acts as a “Business” with respect to your Personal Information, which means that Textel determines how and why the Personal Information that Textel collects from or about you is processed. When Textel is handling Personal Information about End Users on behalf of our Customers, Textel is acting as a “Service Provider”, which means that Textel can only use your Personal Information for specified purposes and as permitted in our contract with our Customer.
This Notice at Collection of Personal Information describes our Personal Information collection practices when we are acting as the Business, including a list of the categories of Personal Information we collect, the purposes for which we collect Personal Information and the sources from which we collect Personal Information. If you have more questions about information collected from or about End Users, please contact the company from which you receive text messages because they are the “Business” for CCPA purposes.
Category of Personal Information listed in CCPA
Examples of Personal Information in CCPA Category that Textel Collects
Why Textel Collects this Personal Information
Name, postal address, email address, unique identifier, Internet Protocol address, account name, and similar identifiers.
We do not collect your social security number, driver’s license number or passport number.
We do not collect your insurance policy number, education, employment history, medical information, or health insurance information.
We collect your name, telephone number(s), email address(-es) and contact address when you create an account, an account is created for you or you complete a transaction. If you choose to create an account, we assign a username and one or more unique identifiers to your account.
We collect your IP address and your Device ID automatically.
We also collect this Personal Information:
To troubleshoot problems
To learn how Users interact with our Site and Services
To improve our products and services and develop new features
To customize your experience
To promote our products and services
To communicate with you
B. Personal information categories listed in the California Customer Records statute (Cal. Civ. Code § 1798.80(e))
Name, signature, address, telephone number and current employer and work address.
We collect your name, phone number, email address and contact address when you create an account, an account is created for you or you complete a transaction. If you choose to create an account, we will assign a username and one or more unique identifiers to your account.
We collect your IP address and your Device ID automatically.
We also collect this Personal Information:
To troubleshoot problems
To learn how Users interact with our Site and Services
To improve our products and services and develop new features
To customize your experience
To promote our products and services
To communicate with you
C. Protected classification characteristics under California or federal law
We do not collect information about legally-protected classifications, including race, national origin, citizenship, marital status, gender, sexual orientation/identity, medical condition, AIDS/HIV status, genetic information, military or veteran status, religion, disability, political affiliations or activities or status as a victim of domestic violence, assault or stalking.
D. Commercial information
Records products or services purchased, obtained, or considered, or other purchasing or consuming histories or tendencies.
We create records of the Services purchased or considered, as well as your purchasing history in order to provide you with the Services that you have purchased and to offer other products that may be useful to you. You provide payment and billing information when you purchase our Services this information is stored by our third-party payment processor and not shared with us.
E. Biometric information
We do not collect information about your physiological, biological or behavioral characteristics.
F. Internet or other similar network activity
Browsing history, search history, information on a California Consumer’s interaction with online services and digital advertisements.
We collect information about your browsing history, search history and information regarding your interaction with customer portals, websites, applications or advertisements automatically when you use our Site and Services.
G. Geolocation data
Physical location or movements from GPS, WiFi and/or Bluetooth (when a device’s operating system settings allow collection).
We collect your IP address automatically. We may be able to determine your general location based on the IP address.
If you contact us via telephone, we may record the telephone call. We will notify you if a call is being recorded at the beginning of the telephone call. We do not collect any thermal, olfactory or similar information.
H. Audio, electronic, visual, thermal, olfactory or similar information.
Recorded telephone calls and photographs.
If you contact us via telephone, we may record the telephone call. We will notify you if a call is being recorded at the beginning of the telephone call. We do not collect any thermal, olfactory or similar information. We collect your photograph if you choose to give it to us through your account.
I. Professional or employment-related information
Depending on how and why you use the Site or Services, we may collect information about your current employer who or that is the Customer or prospective customer.
We may use information about your position and your current employer (who or that is the Customer or prospective customer) to understand more about you in order to provide you with relevant information to promote our products and services, to deliver advertising, some of which is targeted based on your online activity and inferred interests, and to communicate with you.
J. Non-public education information (per the Family Educational Rights and Privacy Act (20 U.S.C. § 1232g, 34 C.F.R. Part 99))
We do not collect information about the institutions you have attended or the level of education you have attained.
K. Inferences drawn from other categories (A. – L above) to create a profile about a California Consumer
Profile reflecting your preferences and characteristics.
Textel does not sell your Personal Information to third parties and accordingly, we do not provide you with information about how to opt-out of sale of your Personal Information
HOW TO SUBMIT A REQUEST TO EXERCISE YOUR CALIFORNIA PRIVACY RIGHTS
To submit a request to exercise your privacy rights:
Send an email to [email protected].
Call or text us at 844-483-9835:
We may (and in some cases are required to) verify your identity before we can act on your request to exercise your privacy rights.
We may not honor part or all your request – for example, certain information we collect may be exempt from this California Privacy Notice, such as public information made available by a government entity or information covered by another privacy law. Please also note that Personal Information collected in many types of B2B transactions is exempt from most of CCPA’s requirements until January 1, 2021. We will explain why we do not honor your request when we respond to you.
A different California law permits California residents to request a notice disclosing the categories of Personal Information about you that we have shared with third parties for their direct marketing purposes during the preceding calendar year. At this time, Textel does not share Personal Information with third parties for their direct marketing purposes.
Notice for Individuals Located In EU
1120 S 6th ST, Suite 120
St. Louis, MO 63104
Please note that when we collect information about End Users, we are acting as a data processor on behalf of our Customers. If you are an End User, please contact the business or individual who sent you the text message.
We need to inform Users about the legal bases for our processing of their personal data. Our legal bases depend on the context in which the personal data is collected and processed. Generally, we only collect personal data when we need the personal data to perform a contract with Users (such as our Terms of Service), when we have consent to do so or when the processing is in our legitimate business interests and not overridden by the privacy or other fundamental rights and freedoms of Users (such as when we process personal data to prevent spam or fraud).
In some cases, we also may have a legal obligation to collect personal data from Users. If we ask you to provide personal data to comply with a legal requirement or to perform a contract with you, we will make this clear at the relevant time and advise you whether providing your personal data is mandatory and the possible consequences if you do not provide your personal data.
Similarly, if we collect and use personal data in reliance on our legitimate interests (or those of any third party), this interest is typically to provide our Services and communicate with you about our Services and for our legitimate commercial interests, such as responding to queries, improving our Site and Services, advising Users about new features or maintenance or undertaking marketing activities. We may have other legitimate interests and if appropriate we will make clear our legitimate interests at the relevant time.
If you have questions about or need further information concerning the legal basis on which we collect and use your personal data, please contact us using the contact details provided below.
For personal data for which we are the data controller and for which applicable law grants you data protection rights, if you would like to review, correct, update, suppress, restrict or delete personal data that you have previously provided to us as or if you would like to receive an electronic copy of your personal data for purposes of transmitting it to another company (where this right to portability is provided to you by law), please submit your request to us as follows:
1120 S 6th ST, Suite 120
St. Louis, MO 63104
In your request, please make clear what personal data you would like to have changed, whether you would like to have your personal data suppressed from our database or other limitations you would like to put on our use of your personal data. For your protection, we only fulfill requests for the personal data associated with the particular email address that you use to send us your request, and we may need to verify your identity and geographic residency before fulfilling your request. We will try to comply with your request as soon as reasonably practicable and within the time periods required by applicable law.
Please note that we often need to retain certain personal data for recordkeeping purposes and/or to complete any transaction that you began prior to requesting a change or deletion (e.g., when you make a purchase or enter a promotion, you may not be able to change or delete the personal data provided until after the completion of such purchase or promotion). Our databases and other records may have residual personal data which will not be removed. We also may not allow you to review certain personal data for legal, security or other reasons.
EEA residents have the right to lodge a complaint with a data protection authority about how we process your personal data. Please see https://ec.europa.eu/info/law/law-
topic/data-protection/reform/what-are-data-protection-authorities-dpas_en for more information.
INTERNATIONAL TRANSFERS OF PERSONAL INFORMATION
Textel may transfer your personal information to jurisdictions other than the one in which you reside. These other jurisdictions may have data protection laws that are different from the laws of your place of residence (and, in some cases, not as protective).
Specifically, our servers are located in countries which may be located outside of the jurisdiction where we collected the data. This means that, when we collect your personal information, we may transfer it to or process it in any of the countries in which we do business. Also, some of the third-party service providers with which we may share personal information (as described above) are located in and may transfer personal information to various jurisdictions around the world. When we transfer personal data from the EEA to a jurisdiction outside the EEA, we deploy appropriate technical and organizational safeguards consistent with the requirements of applicable data protection law.
HOW TO CONTACT US
1120 S 6th ST, Suite 120
St. Louis, MO 63104
You can, of course, text us! We are a texting company after all.
Please feel free to call or text us at 844-483-9835 with your privacy questions.
Data Processing Addendum
This Data Processing Addendum (“DPA”) incorporates, forms part of, and is subject to the terms and conditions of the Textel Terms of Service (the “Agreement”) between Textel CX Inc., a Corporation organized under the laws of the State of Delaware, in the United States of America (“Textel”), and the customer entity that is a party to the Agreement (“Client”). This DPA prevails over any conflicting term of the Agreement, but does not otherwise modify the Agreement.
1.2. “Controller,” “Data Subject,” “Personal Data,” “Personal Data Breach,” “Processing,” “Processor,” and “Supervisory Authority” have the meaning given to them in Data Protection Law;
1.3. “Data Protection Law” means: a) for individuals residing in the European Economic Area and Switzerland: Regulation (EU) 2016/679, Directive 2002/58/EC (as amended by Directive 2009/136/EC); and b) for individuals residing in the United Kingdom: the United Kingdom General Data Protection Regulation. Data Protection Law further includes all other data protection laws of the relevant jurisdictions in which individuals reside, and any legal instrument for International Data Transfers, each as applicable, and as may be amended or replaced from time to time;
1.4. “Data Subject Rights” means all rights granted to Data Subjects by Data Protection Law, including the right to information, access, rectification, erasure, restriction, portability, objection, and not to be subject to automated individual decision-making;
1.5. “International Data Transfer” means any transfer of Personal Data from the EEA, Switzerland or the United Kingdom to an international organization or to a country outside of the EEA, Switzerland and the United Kingdom, and includes any onward transfer of Personal Data from the international organization or the country outside of the EEA, Switzerland or the United Kingdom to another international organization or to another country outside of the EEA, Switzerland or the United Kingdom;
1.6. “Personnel” means any natural person acting under the authority of Textel;
1.7. “Sensitive Data” means any type of Personal Data that is designated as a sensitive or special category of Personal Data, or otherwise subject to additional restrictions under Data Protection Law or other laws to which the Controller is subject;
1.8. “Subprocessor” means a Processor engaged by a Processor to carry out Processing on behalf of a Controller; and
1.9. “Standard Contractual Clauses” means: a) for individuals residing in the European Economic Area or Switzerland: the Standard Contractual Clauses for the transfer of Personal Data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and the Council approved by European Commission Implementing Decision (EU) 2021/914 of 4 June 2021, and currently located here; and b) for individuals residing in the United Kingdom: the United Kingdom Standard Contractual Clauses which govern the transfer of Personal Data to third countries.
Client is a Controller and appoints Textel as a Processor on behalf of Client.
3.1. This DPA applies to the Processing of Personal Data by Textel in the context of the Agreement.
3.2. The subject matter, nature and purpose of the Processing, the types of Personal Data and categories of Data Subjects are set out in Appendix 1, which is an integral part of this DPA, the Agreement, and any applicable statement of work.
4.1. Client shall only disclose Personal Data to Textel solely for a valid business purpose as set forth in the Agreement, and solely in connection with the Services.
4.2. Textel must only Process Personal Data on documented instructions of Client and is prohibited from Processing Personal Data for any other purpose. Client shall be solely responsible for, and represents and warrants that, any documented instructions it provides hereunder shall comply with Data Protection Law. Moreover, Client shall have sole responsibility for the accuracy, quality, and legality of Client Personal Data and the means by which Client acquired Client Personal Data.
4.3. Client has taken and further undertakes that throughout the Term it shall take, all necessary steps (having regard to the nature of the circumstances in which Client Personal Data will be collected) to provide affected data subjects with an accurate, comprehensible, concise, conspicuous and easily accessible description of all processing of Client Personal Data carried out under and in connection with the DPA, which are sufficient to meet the standards and requirements of Article 13/14 of the GDPR.
4.4. Client’s instructions are documented in Appendix 1, the Agreement, and any applicable statement of work.
4.5. Client may issue additional instructions to Textel as it deems necessary to comply with Data Protection Law. Client shall be responsible for any additional fees, or costs arising from any such additional instructions, which fees or costs shall be mutually agreed upon by the Parties.
5.1. Client authorizes Textel to engage Subprocessors set forth on Appendix 3.
5.2. Textel must inform Client at least thirty (30) days prior to any intended change of Subprocessor.
5.3. Textel must obtain sufficient guarantees from all Subprocessors that they will implement appropriate technical and organizational measures in such a manner that the Processing will meet the requirements of Data Protection Law and this DPA.
5.4. Textel must enter into a written agreement with all Subprocessors which imposes the same obligations on the Subprocessors as this DPA imposes on Textel.
5.5. If any Subprocessor fails to fulfill its obligations under Data Protection Law, this DPA, or the agreements between Textel and Subprocessor, Textel will be fully liable to Client for the performance of such obligations.
6. International Data Transfers
6.1. Client authorizes Textel to perform International Data Transfers to the countries specified in Appendix 3.
6.2. Client authorizes Textel to perform other International Data Transfers if it complies with Section 6.3 and provided that the International Data Transfers are performed: (i) to any country that is subject to a valid adequacy decision of the EU Commission; (ii) to an organization that relies on binding corporate rules authorized by Supervisory Authorities; (iii) under Standard Contractual Clauses concluded between Textel and Client; or (v) other adequate safeguards as provided under Data Protection Law.
6.3. Textel must inform Company at least thirty (30) days prior to any intended change of International Data Transfers, including the country, and the legal basis of the International Data Transfer pursuant to Section 6.2.
6.4. By signing this DPA, Client and Textel conclude the Standard Contractual Clauses are hereby incorporated into this DPA and as listed in Appendix 5.
6.5. Any authorization of International Data Transfers is expressly conditioned upon Textel’s ongoing compliance with the requirements of Data Protection Law applicable to International Data Transfers, and any applicable legal instrument for International Data Transfers. If such compliance is affected by circumstances outside of Textel’s control, including circumstances affecting the validity of an applicable legal instrument, Client and Textel will work together in good faith to reasonably resolve such non-compliance.
6.6. Alternative transfer mechanism. To extent that and for so long as the Standard Contractual Clauses as implemented in accordance with Section 6 cannot be relied on to lawfully transfer personal data in compliance with Data Protection Laws. Additionally, to the extent Textel adopts an alternative lawful data transfer mechanism for the transfer of Personal Data not described in this DPA (“Alternative Transfer Mechanism”), the Alternative Transfer Mechanism shall apply instead of the transfer mechanisms described in this DPA (but only to the extent such Alternative Transfer Mechanism complies with applicable Data Protection Laws and extends to the countries to which Personal Data is transferred). In addition, if and to the extent that a court of competent jurisdiction or supervisory authority orders (for whatever reason) that the measures described in this DPA cannot be relied on to lawfully transfer European Data (within the meaning of applicable Data Protection Laws), Textel may implement any additional measures or safeguards that may be reasonably required to enable the lawful transfer of Personal Data.
7.1. Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Textel must implement appropriate technical and organizational measures to ensure that Personnel do not Process Personal Data except on the instructions of the Controller.
7.2. Textel must ensure that all Personnel authorized to Process Personal Data are subject to a contractual or statutory obligation of confidentiality.
7.3. Textel must regularly train Personnel regarding the protection of Personal Data.
8. Security and Personal Data Breaches
8.1. Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Textel must implement technical and organizational measures to ensure a level of security appropriate to the risks presented by the Processing, including:
the pseudonymisation and encryption of personal data;
the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;
the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident;
a process for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing; and,
as appropriate and without limiting the foregoing, the measures listed in Appendix 2.
8.2. Textel must inform Client without undue delay and no later than forty-eight (48) hours after becoming aware of a Personal Data Breach. Textel must, either in the initial notice or in subsequent notices as soon as the information becomes available, inform Client of the nature of the Personal Data Breach, the categories and number of Data Subjects, the categories and amount of Personal Data, the likely consequences of the Personal Data Breach, and the measures taken or proposed to be taken to address the Personal Data Breach and mitigate possible adverse effects. If Textel’s notice or subsequent notices are delayed, they must be accompanied by reasons for the delay.
9.1. Taking into account the nature of the Processing, Textel may reasonably assist Client, by implementing appropriate technical and organizational measures, for fulfillment of Client’s own obligations under Data Protection Law, including:
Complying with Data Subjects’ requests to exercise Data Subject Rights;
Replying to inquiries or complaints from Data Subjects;
Replying to investigations and inquiries from Supervisory Authorities;
Conducting data protection impact assessments, and prior consultations with Supervisory Authorities; and
Notifying Personal Data Breaches.
9.2. Unless prohibited by applicable law, Textel must inform Client without undue delay if Textel:
Receives a request, complaint or other inquiry regarding the Processing of Personal Data from a Data Subject or Supervisory Authority;
Receives a binding or non-binding request to disclose Personal Data from law enforcement, courts or any government body;
Is subject to a legal obligation that requires Textel to Process Personal Data in contravention of Client’s instructions;
Is otherwise unable to comply with Data Protection Law or this DPA.
9.3. Unless prohibited by applicable law, Textel must obtain Client’s written authorization before responding to, or complying with any requests, orders, or legal obligations referred to in Section 9.2.
10.1. Textel must maintain records of Processing of Personal Data, including at a minimum the categories of information required under Data Protection Law.
10.2. Textel shall not be responsible for assessing any instruction or verifying the lawfulness of any instructions from Client for the Processing of Personal Data. Textel may inform Client if Textel believes that an instruction of Client violates Data Protection Law. Textel may suspend Processing in its discretion, until Client has modified or confirmed the lawfulness of the instructions in writing.
11.1. Textel is fully liable to Client for any infringements of Data Protection Law or this DPA by Textel or Textel’s Subprocessors.
11.2. Client represents and warrants that on the effective date of this DPA and during the term of this DPA:
Personal Data has been and will be collected and Processed by Client in accordance with the Data Protection Laws;
The Processing of Personal Data in accordance with this DPA by Textel will not violate the Data Protection Laws;
Client shall provide Data Subjects with appropriate opt-outs where applicable under the Data Protection Laws, and shall inform Textel of any exercise of such rights by a Data Subject; and
Client will take all steps necessary to ensure it achieves the foregoing, including without limitation, by providing Data Subjects with appropriate privacy notices, obtaining any required consent, and ensuring that there is a lawful basis for Textel to Process Personal Data.
Textel must keep all Personal Data and all information relating to the Processing thereof, in strict confidence.
13. Term and duration of the Processing
13.1. The Processing will last no longer than the term of the Agreement.
13.2. Upon termination of the Processing, Textel must, at Client’s choice, delete or return all Personal Data and must delete all remaining copies within ninety (90) days after confirmation of Client’s choice. The foregoing shall be subject to any prohibitions under applicable law.
13.3. This DPA is terminated upon Textel’s deletion of all remaining copies of Personal Data in accordance with Section 13.2.
14. Modification of this DPA
This DPA may only be modified by a written amendment signed by both Client and Textel.
15. Invalidity and severability
If any provision of this DPA is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, then the invalidity or unenforceability of such provision does not affect any other provision of this DPA and all provisions not affected by such invalidity or unenforceability will remain in full force and effect.
Description of the Processing
1. Data Subjects
The Personal Data Processed concern the following categories of Data Subjects (please specify):
2. Categories of Personal Data
The Personal Data Processed concern the following categories of data (please specify):
3. Sensitive Data
The Personal Data Processed concern the following special categories of data (please specify): None
4. Processing operations
The Personal Data will be subject to the following basic Processing activities (please specify):
Description of the technical and organizational security measures implemented by the data importer in accordance with Section II, Clause 1.6(a) (or document/legislation attached):
Textel has in place, and shall maintain technical and organizational security measures including:
i. Asset Management. Textel creates and maintains an inventory of all computer systems utilized by Textel to Process Personal Data.
ii. Human Resources Security. Textel informs all personnel of Textel’s security obligations under the DPA and conducts identity verification background checks of such personnel prior to such personnel performing any aspect of the Services.
iii. Physical and Environmental Security. Textel maintains IT infrastructure that Process Personal Data in a secured area that is protected by a defined security perimeter, with appropriate security barriers and entry controls. Textel environmentally regulates any such defined security perimeter so that the appropriate climate and temperature is maintained to avoid disruptions in the Services.
iv. Encryption. Textel stores all Personal Data in encrypted form using a commercially supported encryption solution.
v. Communications and Operations Management. Textel deploys anti-virus software on all systems commonly affected by computer viruses and/or malicious code. Textel implements and maintains firewalls at the network perimeter between Textel’s internal (private) and public (Internet) networks.
vi. Access Control. Textel implements access controls on any computer system associated with the Service. This includes: (1) user authentication that uses unique identifiers (“User ID”) for each individual; (2) complex password policy that is enforced for each User ID requiring, at minimum, passwords of at least seven characters in length; (3) user access rights/privileges to information resources containing Personal Data that must be granted on a need-to-know basis consistent with role-based authorization; (4) user access to Personal Data is immediately removed upon user separation or role transfer eliminating valid business need for continued access; and (5) default passwords and security parameters are changed in third-party products/applications used to Process Personal Data.
vii. Business Continuity Management. Textel maintains a business continuity plan that will enable Textel, within a reasonable period of time after the occurrence of a disaster, to restore and provide the affected Service to a condition where such Service conforms to the requirements set forth in the Agreement (“Business Continuity Plan”).
Subprocessors and International Data Transfers
Client authorizes Textel to engage the following Subprocessors:
Client authorizes Textel to transfer Personal Data in the following countries:
Jurisdiction Specific Terms
1.1. Objection to Subprocessors. Client may object in writing to Textel’s appointment of a new Subprocessor within five (5) calendar days of receiving notice in accordance with Section 5 of the DPA, provided that such objection is based on reasonable grounds relating to data protection. In such event, the parties shall discuss such concerns in good faith with a view to achieving a commercially reasonable resolution. If no such resolution can be reached, Textel will, at its sole discretion, either not appoint such Sub-processor, or permit Client to suspend or terminate the affected Service in accordance with the termination provisions in the Agreement without liability to either party (but without prejudice to any fees incurred by Client prior to suspension or termination).
1.2. Government data access requests. As a matter of general practice, Textel does not voluntarily provide government agencies or authorities (including law enforcement) with access to or information about Textel accounts (including Personal Data). If Textel receives a compulsory request (whether through a subpoena, court order, search warrant, or other valid legal process) from any government agency or authority (including law enforcement) for access to or information about a Textel account (including Personal Data) belonging to Client whose primary contact information indicates the data subject is located in Europe, Textel shall: (i) review the legality of the request; (ii) inform the government agency that Textel is a processor of the data; (iii) attempt to redirect the agency to request the data directly from Client; (iv) notify Client via email sent to Client’s primary contact email address of the request to allow Client to seek a protective order or other appropriate remedy; and (v) provide the minimum amount of information permissible when responding to the agency or authority based on a reasonable interpretation of the request. As part of this effort, Textel may provide Client’s primary and billing contact information to the agency. Textel shall not be required to comply with this paragraph 2 if it is legally prohibited from doing so, or it has a reasonable and good-faith belief that urgent access is necessary to prevent an imminent risk of serious harm to any individual, public safety, or Textel’s property, or the Service, but where Textel is legally prohibited from notifying Client of requests it shall use its best efforts to obtain a waiver of the prohibition.
2.1. The following additional terms apply related to the Processing of Personal Data of California residents:
a) Each of the parties will comply with the California Consumer Privacy Act (CCPA) and the California Privacy Rights Act (CPRA).
b) To the extent Textel receives from Client any personal information (as defined in the CCPA/CPRA) of any “consumer” (as defined in the CCPA/CPRA) for processing (as defined in the CCPA/CPRA) on behalf of the Client pursuant to the Agreement, Textel shall:
2.1.b.1.1. be a “service provider” to the Client under the CCPA/ CPRA
2.1.b.1.2. not retain, use, or disclose the personal information for any purpose other than for the specific purpose of the Services or as otherwise permitted by the CCPA/CPRA, including for any “business purpose” (as defined in the CCPA);
2.1.b.1.3. not retain, use, or disclose the personal information for a “commercial purpose” (as defined in the CCPA/CPRA) other than providing the Services;
2.1.b.1.4. not “sell” the personal information (as “sell” is defined in the CCPA/CPRA); and
2.1.b.1.5. promptly (and, in any case within seven days of receipt) comply with the Client’s written instructions with responding to an individual’s request to exercise their privacy rights with respect to their personal information.
2.2. If Textel authorizes any subcontractor, service provider or third party to Process personal information of the Client, Textel shall into contractual provisions so that such subcontractor, service provider or third party is a “service provider” as defined in the CCPA/CPRA and not a “third party” as defined in the CCPA/CPRA.
3.1. The following additional terms apply related to the Processing of Personal Data of Canadian residents:
a) Textel takes steps to ensure that Textel’s Subprocessors, as described in Section 5 (Subprocessing) of the DPA, are third parties under PIPEDA, with whom Textel has entered into a written contract that includes terms substantially similar to this DPA. Textel conducts appropriate due diligence on its Subprocessors.
b) Textel will implement technical and organizational measures as set forth in Section 8 of the DPA.
Standard Contractual Clauses (European Union)
Having regard to the European Commission’s implementing decision (EU) 2021/914 of 4 June 2021 on Standard Contractual Clauses for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council.
The data exporting organization (the “data exporter“)
(the “data importer“)
each a “party”; together “the parties”,
HAVE AGREED on the Contractual Clauses for the transfer of personal data to third countries from a data controller in the European Economic Area to a data processor in the United States pursuant to the European Commission implementing decision of 4 June 2021 on Standard Contractual Clauses for the transfer of Personal Data to Processors established in third countries under Regulation (EU) 2016/679 of the European Parliament and of the Council (the Clauses) in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the data exporter to the data importer of the personal data specified in Appendix 1.
The Clauses are attached hereto by reference with the options and optional modules selected as follows:
· All Sections: Module TWO.
· Section II, Clause 9(a): OPTION 2, general written authorization for sub-processing.
· Section III, Clause 11(a): OPTION NOT INCLUDED.
· Section IV, Clause 17: OPTION 1, the location of the data exporter.
· Section IV, Clause 18: the jurisdiction associated with the data exporter.
Annex I, II, and III are attached to Clauses hereto.
Annex I to Appendix 5
A. LIST OF PARTIES
Data Exporter(s): Client, the Data Controller
Data Importer(s): Textel, the Data Processor
B. DESCRIPTION OF THE TRANSFER
The parties agree that the details of Textel’s processing activities are set forth in Appendix 1 to the Addendum.
Annex II to Appendix 5
TECHNICAL AND ORGANIZATIONAL MEASURES INCLUDING TECHNICAL AND ORGANIZATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA.
The parties agree that the technical and organization measures are set forth in Appendix 2 to the Addendum.
Annex III to Appendix 5
LIST OF SUBPROCESSORS
The Parties agree that the list of approved sub-processors is set forth in Appendix 3 to the Addendum.
Transfer Impact Assessment
This Transfer Impact Assessment (“TIA”) provides information to help Client conduct data transfer impact assessments in connection with use of our Services, factoring in the “Schrems II” ruling of the Court of Justice for the European Union and the recommendations from the European Data Protection Board.
This document describes the legal landscape that applies to Textel in the US, the safeguards Textel puts in place regarding transfers of personal data from the European Economic Area, United Kingdom, or Switzerland, and Textel’s efforts to comply with its obligations as a data importer under the Standard Contractual Clauses (“SCCs”).
1. Step 1: Know your transfer
Where Textel processes Personal Data governed by European data protection laws as a data processor, Textel complied with its obligations under this DPA. This Textel DPA incorporates the SCCs and describes Textel’s processing of personal data and Textel’s security measures.
Please see Appendix 1, 2, and 3 of this DPA for information on the nature of Textel’s processing activities in connection with the provision of the Service, the types of Personal Data processed, and the categories of data subjects.
In connection with providing our Service, Textel only stores Personal Data associated with client accounts in the U.S.
2. Step 2: Identify the transfer took relied upon
Where Personal Data originating from Europe is transferred to Textel, Textel relies upon the European Commission’s SCCs to provide an appropriate safeguard for the transfer, as described in detail in this DPA. Where Personal Data originating from the UK is transferred to Textel, Textel relies upon the UK Addendum to provide an appropriate safeguard for the transfer, as described in detail in this DPA.
3. Step 3: Assess whether the transfer tool relied upon is effective in light of the circumstances of the transfer U.S. Surveillance Laws
There are a number of surveillance laws in effect in the US. The ECJ of the European Union has identified certain laws as being potential obstacles to the protection of personal data in the US, including FISA Section 702, Executive Order 12333, and the CLOUD Act. New laws may be enacted.
Textel could technically be subject to FISA 702 where it is deemed to be a service provider, but we do not typically process Personal Data that would be of interest to US intelligence agencies. Also, 702 requires an independent court to authorize a specific type of foreign intelligence data acquisition which is generally unrelated to the types of data we collect. EO 12333 does not authorize the government to compel private companies such as Textel to disclose personal data to US authorities.
We have not been subject to requests under these laws in our day-to-day business operations.
4. Step 4: Identify the technical, contractual and organizational measures applied to protect the transferred data
For information on the technical and organizational measures and practices and procedures Textel takes to secure Personal Data, see our Appendix 2 to this DPA.
5. Step 5: Procedural steps necessary to implement effective supplementary measures
Given all of the above information provided in this document, and our considerable experience in protecting Personal Data combined with our legal and contractual obligations, we believe that any perceived risks in transferring and processing the Personal Data of European and UK residents are low. As such, no additional supplementary measures are necessary at this time.
6. Step 6: Re-revaluate at appropriate intervals
Textel is committed to reviewing the risks of applicable transfers over time in response to changes in laws and other factors.
Legal Notice: Please make your own independent assessment. The information in this document is for informational purposes only, reflects the current Textel Service – which is subject to change without notice, and does not create any commitments or assurances, warranties, or guarantees as to any such matters. This document is not part of, nor does it modify, any agreement between Textel and any customer.