Last modified: February 23, 2017
1. Acceptance. Please carefully read the representations, warranties, conditions, covenants and agreements set forth below in this end user license agreement (the “Agreement”) as they contain the legal terms that govern Your use of TextNow, Inc.’s (“2ndLine”, “We”, “Us” or “Our”) social networking service known as 2ndLine (“2ndLine”) and the App (as defined below). This Agreement is a binding contract between you (“You”, “Your” or the “User”) and 2ndLine and it explains Your rights and obligations when You use the App and 2ndLine. In this Agreement “App” means the software application distributed by 2ndLine for use on Your Device (as defined below) in order to access 2ndLine, as well as any future versions, improvements, developments, programming fixes, updates and upgrades thereof; and “Device” means a mobile phone, smartphone, handset, tablet or other mobile device enabled for internet access and/or communication.
3. Modification. 2ndLine reserves the right to change the terms of this Agreement at any time by publishing the revised Agreement on the 2ndLine website. The revised Agreement shall become effective within thirty (30) days of such publication, unless You expressly accept the revised Agreement earlier by clicking on the accept button (if this option is made available). Your express acceptance or Your continued use of 2ndLine after expiry of the notice period of thirty (30) days, shall constitute Your acceptance to be bound by the terms and conditions of the revised Agreement. You can find the latest version of this Agreement at http://www.2ndLine.com/eula.
4. Downloading of the App, use of 2ndLine and registration for an account to use 2ndLine (“Your Account”) is void where prohibited. You must be 13 years or older to use 2ndLine (including, but not limited to, registering for an account). By registering for 2ndLine, You represent and warrant that You are 13 or older and that You have the capacity to understand, agree to and comply with this Agreement. Your Account may be deleted and Your access to 2ndLine may be terminated without warning if We believe that You are under 13 years of age.
NO EMERGENCY 911 CALLING CAPABILITIES
5. 2ndLine does not feature all of the services of a mobile phone. You cannot make Emergency 911 calls using 2ndLine.
7. Subject to the terms and conditions of this Agreement, 2ndLine hereby grants You a limited, personal, non-exclusive, non-sublicensable, non-assignable license to: (i) download, install and use the App on Your Device for the sole purpose of personally using 2ndLine; and (ii) use 2ndLine together with the App in accordance with this Agreement.
8. Unless 2ndLine has given You specific written permission to do so, You may not assign (or grant a sub-license of) Your rights to use the App or otherwise transfer any part of Your rights to use the App.
9. During the registration and set-up for Your Account, You will be required to provide Us with certain information about Yourself including, without limitation, Your email address and, depending on the Device that You use, Your telephone number. As part of the registration process for Your Account, You will choose a password (the “Password”) for Your authorized access and use of 2ndLine. Your Password are unique to You alone. Without them, no one can log-in to Your Account. You must carefully select Your Password so that it cannot be easily guessed by anyone else. You agree to keep Your Password absolutely confidential, and ensure it is never disclosed, accidentally or otherwise, to anyone else. You are fully responsible for all activities that occur under Your Account.
12. By transmitting, posting, making available, submitting or otherwise communicating Your Content to or through 2ndLine, You represent and warrant to 2ndLine that You own, have a license to or otherwise control all of the rights to Your Content, and that Our use of Your Content (in accordance with this Agreement) will not infringe or violate the rights of any third party including, but not limited to, any privacy or intellectual property rights, or constitute violation of any applicable law. You agree to pay for all royalties, fees, and any other monies owing any person by reason of any of Your Content.
13. You shall not have any right to terminate the licenses to Your Content granted in this Agreement, nor to seek, obtain, or enforce any injunctive or other equitable relief against 2ndLine in connection with its use of Your Content in accordance with the this Agreement, all of which such rights are hereby expressly and irrevocably waived by You in favour of 2ndLine.
14. WE ARE NOT OBLIGATED TO BACK-UP ANY OF YOUR CONTENT AND YOU ACKNOWLEDGE AND AGREE THAT ANY OF YOUR CONTENT MAY BE DELETED AT ANYTIME. YOU ARE SOLELY RESPONSIBLE FOR CREATING BACK-UP COPIES OF YOUR CONTENT IF YOU DESIRE.
16. 2ndLine is a community oriented service. Please remember that any Content that You post, submit or otherwise communicate to or through 2ndLine is Your own responsibility and We expect You to take utmost care to ensure that it remains friendly, courteous, respectful of others and is compliance with this Agreement. You are required to comply with all applicable laws in connection with Your use of 2ndLine and such further limitations as may be set forth in this Agreement and in any written or on-screen notice from 2ndLine. You may not use 2ndLine for any purpose that is unlawful or prohibited by this Agreement or that otherwise harms 2ndLine, its affiliates, its service providers, suppliers or customers.
17. You agree that You will not use 2ndLine to post, transmit, make available, submit or otherwise communicate any Content that: (i) is harmful or obscene; (ii) is defamatory, slanderous, libelous, harassing or abusive other otherwise harasses or advocates harassment of another person; (iii) contains nudity, pornography, excessive violence, or offensive subject matter or contains a link to an adult website; (iv) constitutes or promotes information that You know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, defamatory or libelous; (v) infringes the copyrights, patents, trade secrets, trademarks, trade names or other proprietary rights of any person or entity; (vi) constitutes “spam”, advertising or promotion of commercial services or products and or attempts to fundraise or solicit money from any other 2ndLine user; (vii) or contains, or contains links to, files that contain viruses, malware, corrupted files, or any other similar software, programs or files.
18. You shall not, directly or indirectly, to do any of the following acts in connection with Your use of 2ndLine or the App: (i) reverse engineer, de-compile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of 2ndLine or the App; (ii) modify, translate, or create derivative works based on 2ndLine or the App; (iii) rent, lease, distribute, license, sublicense, sell, resell, assign, or otherwise commercially exploit 2ndLine or the App or make 2ndLine or the App available to a third party other than as contemplated in this Agreement; (iv) use 2ndLine or the App for timesharing or service bureau purposes or otherwise for the benefit of a third party; (v) transfer, publish or disclose to third parties any evaluation of 2ndLine or the App without 2ndLine's prior written consent; (vi) create any link to 2ndLine or the App or frame or mirror any content contained or accessible from, 2ndLine or the App; or (vii) violate any local, state, federal or foreign law, treaty, regulation or convention applicable to You in connection with Your use of 2ndLine or the App, which may include, but not be limited to, the Personal Information Protection and Electronic Documents Act (Canada) and similar provincial legislation in Canada enacted from time to time, and other laws applicable to You related to privacy, publicity, data protection, electronic communications and anti-spamming laws.
19. 2ndLine reserves the right to investigate and take appropriate action against anyone who, in 2ndLine's sole discretion, violates Sections 18,19 or 20. Any use or misuse of 2ndLine in a manner that is disruptive, damaging, unlawful, offensive or intrusive as determined by 2ndLine, in its sole discretion, shall be a breach of the terms of this Agreement, which shall result in 2ndLine terminating this Agreement (and Your Account) in accordance with Section 30 below.
21. Despite Our safety and privacy controls, We cannot guarantee that You will not encounter inappropriate or illegal conduct from other users of 2ndLine. Consequently, if You encounter such content and/OR conduct, You can help 2ndLine by notifying us of any inappropriate or illegal conduct or content (such as, nudity or pornography, or harassing statements, unwelcome contact or fraud) by visiting https://www.2ndLine.com/support/product. The reporting of complaints will be confidential and once a complaint is received, We will first acknowledge the receipt of Your complaint and then take steps to address the complaint that may include, but is not limited to, removing the offending content or to warn or, as appropriate, to prevent from 2ndLine those transmitting such content or engaging in such conduct. We will also promptly provide You with an explanation of the steps taken to address the complaint.
22. All copyright rights in the text, images, photographs, graphics, user interface, and other content provided on the App, and the selection, coordination, and arrangement of such content, are owned by 2ndLine, or its applicable third party licensors, to the full extent provided under applicable copyright laws.
23. All rights in the product names, company names, trade names, logos and designs of 2ndLine or third party products or services that form part of 2ndLine or the App, whether or not appearing in large print or with the trademark symbol, belong exclusively to 2ndLine or their respective owners, and are protected from reproduction, imitation, dilution or confusing or misleading uses under national and international trademark and copyright laws, as applicable. The use or misuse of these trademarks or any materials, except as permitted herein, is expressly prohibited and nothing stated or implied on this Agreement confers on You any license or right under any patent, copyright or trademark of the 2ndLine or any third party.
24. 2ndLine may be supported by advertising revenue and may display advertisements and promotions provided by third party partners or providers. The manner, mode and extent of advertising on 2ndLine are subject to change without specific notice to You. In consideration for 2ndLine granting You access to and use of 2ndLine, You agree that 2ndLine may place or allow the placement of such advertising on 2ndLine.
26. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the App or 2ndLine (collectively, “Submissions”) provided by You to Us are solely Your Submissions and not that of a third party, are non-confidential to You and shall become the sole property of 2ndLine. 2ndLine shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to You. You hereby waive to and in favour of 2ndLine, your moral rights in and to Submissions made by You.
27. Term. The term of this Agreement (“Term”) will commence, and You may begin using the App and 2ndLine, once You agree to this Agreement. The Agreement will remain in effect until terminated by You or Us in accordance with Section 30 below.
28. Termination. You may terminate this Agreement with immediate effect at any time. Without limiting other remedies, 2ndLine may limit, suspend, or terminate this Agreement and Your use of 2ndLine, the App, prohibit access to 2ndLine and delete Your User Account, with immediate effect, automatically if We think that You are in breach of this Agreement, creating problems, legal liabilities (actual or potential), infringing someone else’s intellectual property rights, engaging in fraudulent, immoral or illegal activities, or for other similar reasons. 2ndLine shall effect such termination by providing notice to You to the email address You have provided to, and/or by preventing Your access to Your User Account. We reserve the right to cancel User Accounts that have been inactive for more than one (1) year.
29. Consequences of Termination. Upon termination of this Agreement: (a) all licenses and rights to use the App and 2ndLine shall immediately terminate; (b) You will immediately cease any and all use of the App and 2ndLine; and (c) You will immediately remove the App from Your Devices and all copies of the App in Your possession or under Your control.
30. YOU AGREE TO INDEMNIFY, DEFEND AND HOLD 2ndLine HARMLESS FROM AND AGAINST ANY AND ALL LIABILITY AND COSTS, INCLUDING REASONABLE LEGAL FEES INCURRED BY 2ndLine, IN CONNECTION WITH OR ARISING OUT OF YOUR: (I) VIOLATION OR BREACH OF ANY TERM OF THIS AGREEMENT OR ANY APPLICABLE LAW OR REGULATION, WHETHER OR NOT REFERENCED HEREIN; (II) VIOLATION OF ANY RIGHTS OF ANY THIRD-PARTY; (III) USE OR MISUSE OF THE APP AND/OR 2ndLine; OR (IV) YOUR CONTENT.
31. No Warranties: TO THE MAXIMUM EXTENT PERMITTED BY LAW, 2ndLine AND THE APP ARE PROVIDED “AS IS” WITH NO WARRANTIES OR CONDITIONS WHATSOEVER; 2ndLine DOES NOT, MAKE ANY WARRANTIES, CLAIMS, CONDITIONS OR REPRESENTATIONS WITH RESPECT TO 2ndLine INCLUDING, BUT NOT LIMITED TO THE APP, WHETHER EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OR CONDITIONS OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR USE FOR A PARTICULAR PURPOSE. 2ndLine FURTHER DOES NOT REPRESENT OR WARRANT THAT 2ndLine OR THE APP, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE AND ERROR-FREE OR WILL OPERATE WITHOUT PACKET LOSS, NOR DOES 2ndLine WARRANT ANY CONNECTION TO OR TRANSMISSION FROM THE INTERNET, OR ANY QUALITY OF COMMUNICATIONS MADE THROUGH 2ndLine.
32. Data and Access Disclaimer: TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ANY RESPONSIBILITY FOR THE DELETION, THE FAILURE TO STORE, THE MISDELIVERY, OR THE UNTIMELY DELIVERY OF ANY INFORMATION OR MATERIAL INCLUDING, WITHOUT LIMITATION, ANY OF YOUR CONTENT. WE DISCLAIM ANY RESPONSIBILITY FOR ANY HARM RESULTING FROM DOWNLOADING OR ACCESSING ANY CONTENT THROUGH 2ndLine OR THE APP. BY USING 2ndLine OR THE APP, YOU ACKNOWLEDGE AND AGREE THAT TECHNICAL PROCESSING AND TRANSMISSION OF INFORMATION USING 2ndLine MAY INVOLVE TRANSMISSIONS OVER VARIOUS NETWORKS AND CHANGES TO CONFORM AND ADAPT TO TECHNICAL REQUIREMENTS OF CONNECTING NETWORKS OR DEVICES. 2ndLine IS, AND SHALL, NOT BE RESPONSIBLE OR LIABLE FOR ANY: (A) INCORRECT OR INACCURATE TRANSCRIPTION OF INFORMATION; (B) HUMAN ERROR OR PRINTING ERROR; (C) INTERRUPTION, DELETION, OMISSION, DEFECT, OR LINE FAILURE OF ANY TELEPHONE NETWORK OR ELECTRONIC TRANSMISSION; (D) PROBLEMS RELATING TO YOUR DEVICE OR ANY OTHER COMPUTER EQUIPMENT, SOFTWARE, INABILITY TO ACCESS THE APP OR 2ndLine; OR (E) OTHER TECHNICAL OR NON-TECHNICAL ERROR OR MALFUNCTION.
33. Specific Disclaimers:
(a) YOU ACKNOWLEDGE AND AGREE THAT: (I) 2ndLine CANNOT TRANSMIT COMMUNICATIONS OR OTHER ELECTRONIC REQUESTS TO DEVICES THAT ARE UNREACHABLE (I.E. OUT OF CELLULAR COVERAGE, POWERED OFF, ETC.); AND (II) THAT 2ndLine IS NOT A SERVICE TO BE RELIED UPON AS THE SOLE MEANS OF RECEIVING CRITICAL INFORMATION.
(b) IN NO EVENT SHALL 2ndLine'S CHANNEL PARTNERS (INCLUDING, WITHOUT LIMITATION, DISTRIBUTORS OR SALES AGENTS) OR ANY AIRTIME SERVICE PROVIDER (COLLECTIVELY, “APP PROVIDERS”) BE LIABLE FOR THE SALE, DISTRIBUTOR OR YOUR USE OF THE APP OR THE PERFORMANCE OR NON-PERFORMANCE OF THE APP. TO THE MAXIMUM EXTENT PERMISSIBLE BY LAW, THE APP PROVIDERS SHALL BE THIRD PARTY BENEFICIARIES TO THIS SECTION 35(b).
34. No Liability: 2ndLine and the App are being provided to You free of charge. ACCORDINGLY, YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, 2ndLine, ITS SUPPLIERS, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR APP PROVIDERS WILL HAVE NO LIABILITY IN CONNECTION WITH OR ARISING FROM YOUR USE OF 2ndLine OR THE APP, AS SET FORTH BELOW. YOUR ONLY RIGHT OR REMEDY WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH 2ndLine OR THE APP IS TO IMMEDIATELY UNINSTALL AND CEASE USE OF THE APP AND 2ndLine.
35. Limitation of Liability: TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL 2ndLine, ITS SUPPLIERS, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR APP PROVIDERS BE LIABLE, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER FORM OF LIABILITY, FOR:
(a) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF OR CORRUPTION TO DATA, INTERRUPTION, COMPUTER FAILURE OR PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE 2ndLine OR THE APP;
(b) ANY LOSS OF INCOME, BUSINESS OR PROFITS (WHETHER DIRECT OR INDIRECT) ARISING OUT OF THE USE OR INABILITY TO USE 2ndLine OR THE APP; OR
(c) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU AS A RESULT OF: (I) ANY DISRUPTIONS OR DELAYS IN ANY COMMUNICATION WHEN USING 2ndLine; (II) THE SUSPENSION OR TERMINATION OF THIS AGREEMENT BY YOU OR BY 2ndLine FOR ANY REASON; OR (III) THE RELEASE OR THE DECISION NOT TO RELEASE NEW VERSIONS OF THE APP TO YOU.
36. THE LIMITATIONS ON 2ndLine'S LIABILITY TO YOU IN PARAGRAPH 37 ABOVE SHALL APPLY WHETHER OR NOT SUCH PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES ARISING.
37. NOTWITHSTANDING ANYTHING CONTRARY IN THIS AGREEMENT, IN NO EVENT SHALL 2ndLine'S MAXIMUM AGGREGATE LIABILITY TO YOU SHALL NOT EXCEED THE AMOUNT OF ONE-HUNDRED DOLLARS ($100.00) CANADIAN. THE LIMITATIONS OF THIS SECTION SHALL APPLY WHETHER OR NOT THE ALLEGED BREACH OR DEFAULT IS A BREACH OF A FUNDAMENTAL CONDITION OR TERM.
38. Jurisdiction’s Limitations As some jurisdictions do not allow some of the exclusions or limitations as set forth above, some of these exclusions or limitations may not apply to You. In such event the liability will be limited to the maximum extent possible within the applicable legislation.
39. App Merchants: You acknowledge and agree that the availability of the App is dependent on the third party from which You downloaded or received the App (the “App Merchant”). You acknowledge that this Agreement is between You and 2ndLine and not with the App Merchant. 2ndLine, not the App Merchant, is solely responsible for the App and 2ndLine, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto. You agree to pay all fees charged by the App Merchant in connection with Your download of the App (if any). You agree to comply with, and Your license to use the App and 2ndLine is conditioned upon Your compliance with, all applicable third party terms of agreement when using the App. You acknowledge that to the maximum extent permissible by law, the App Merchant (and its subsidiaries) are third party beneficiaries of this Agreement and will have the right to enforce this Agreement.
40. Data Charges: You acknowledge and agree that the App and use of 2ndLine uses network services and may incur additional network data charges (including additional charges when roaming).
41. Apple Devices: If You download the App from the Apple app store (the “App Store”) or use the App to run on the Apple Inc. (“Apple”) operating system (“iOS”), such as with the iPhone, iPod 2ndLine, iPad or other related device using such iOS, the following terms will also apply and You acknowledge and agree to the following terms:
(a) Acknowledgement: 2ndLine and You acknowledge that this Agreement is concluded between 2ndLine and You only, and not with Apple, and 2ndLine, not Apple, is solely responsible for the 2ndLine and the App and the content thereof. To the extent the other terms and conditions of this Agreement are less restrictive than, or otherwise conflict with, the terms and conditions of this Section 44, the more restrictive or conflicting terms and conditions in this Section 44 apply, but solely with respect to the use of 2ndLine and the App when used on iOS.
(b) Scope of License: The license granted to You for the App is limited to a non-transferable license to use the App on any iOS Device that You own or controls and as permitted by the Usage Rules set forth in the App Store terms of service (http://www.apple.com/legal/itunes/appstore/dev/stdeula/).
(c) Maintenance and Support: 2ndLine is solely responsible for providing any maintenance and support services with respect to 2ndLine and the App, as specified in this Agreement (if at all), or as required under applicable law. 2ndLine and You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App.
(d) Warranty: 2ndLine is solely responsible for any product warranties with respect to 2ndLine and the App, whether express or implied by law, to the extent not otherwise disclaimed. In the event of any failure of the App to conform to any applicable warranty, You may notify Apple, and Apple will refund the purchase price for the App to You; and that, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be 2ndLine's sole responsibility.
(e) Product Claims: 2ndLine and You acknowledge that Enflick, not Apple, is responsible for addressing any claims of You or any third party relating to 2ndLine and the App or Your possession and/or use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. This Agreement does not limit 2ndLine's liability to You beyond what is permitted by applicable law.
(f) Intellectual Property Rights: 2ndLine and You acknowledge that, in the event of any third party claim that the 2ndLine or the App or Your possession and use of that App infringes that third party’s intellectual property rights, 2ndLine and/or You, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
(g) Third Party Beneficiary: 2ndLine and You acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of the EULA, and that, upon Your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement against You as a third party beneficiary thereof.
43. Survival: Any terms and conditions of this Agreement which by their nature extend beyond the termination or expiry of this Agreement shall survive the termination or expiry of this Agreement including, without limitation, Sections 9 - 13, 24 - 28, 31 – 45, 47 - 53 shall survive any termination of this Agreement.
44. Governing Law: This Agreement is governed, construed and interpreted by the law of the Province Ontario and the federal laws of Canada applicable in that Province without regards to conflict of laws principles. You irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the Province of Ontario, Canada and the venue of the courts of Ontario sitting in the City of Kitchener, Ontario, Canada in respect of any disputes relating to or arising out of this Agreement. The parties specifically disclaim the United Nations Convention on Contracts for the International Sale of Goods.
45. Language. The Parties have expressly required that this Agreement, any communication and all other contracts, documents and notices relating to this Agreement be drafted in the English language. Les parties ont expressément exigé que la présente convention, la communication et tous les autres contrats, documents et avis qui y sont afférents soient rédigés dans la langue anglaise.
46. Severability: If any of the provisions (or parts thereof) contained in this Agreement are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such determination shall not affect the remaining provisions (or parts thereof) of this Agreement.
47. Headings: The use headings are for convenience only and are not part of this Agreement.
48. Relationship: Nothing contained in this Agreement shall be deemed or construed as creating a joint venture or partnership between the parties; no party is by virtue of this Agreement authorized as an agent, employee or agent representative of the other party.
49. Waiver: Any waiver of any right or remedy under this Agreement must be in writing and signed by each party. No delay in exercising any right or remedy shall operate as a waiver of such right or remedy or any other right or remedy. A waiver on one occasion shall not be construed as a waiver of any right or remedy on any future occasion.
50. Assignment: You may not assign any rights or obligations under the Agreement and any assignment shall be ineffective. 2ndLine may assign or delegate all rights and obligations under this Agreement without notice to You.
Should You have any questions concerning this Agreement, contact 2ndLine at:
375 Hagey Blvd, Suite 310