Legal
Summary of Terms
This is a plain-language summary of the key clauses in the Textava Terms of Service and is provided for reference only. It does not replace or modify the actual Terms of Service. In the event of any conflict, the full Terms of Service govern.
| Clause / Title | Issue | Obligations on Textava | Obligations on Customer |
|---|---|---|---|
| Intro | |||
| Order Forms; conflict rule | Order Form overrides the Terms only for the same subject; everything else still applies. | Follow the Order Form where it conflicts on the same subject matter. | Follow both the Terms and the Order Form; accept that the Order Form controls only for covered topics. |
| 1. Services and Scope of Use | |||
| Services (automated processing / third-party tools) | Customer inputs may be analyzed using automated tools and third parties. | None clearly stated here beyond the disclosure. | None stated here, but it sets up later responsibility/consent obligations. |
| Limited Right to Use | License is narrow and revocable; conditioned on compliance and payment. | Grant a limited right to access/use during the subscription term (subject to conditions). | Use only for internal business; comply with Terms/Order Form; pay fees on time. |
| Changes to the Services | Textava can modify/ suspend/ limit/ discontinue “any aspect” at any time; operational continuity risk. | No obligation to maintain features; reserves broad change rights. | None stated (Customer bears the impact). |
| 2. Organizational Use; Account Control | |||
| Organization-Managed Accounts | If org pays/controls, org may access workspace data and manage accounts; internal access/governance risk. | May treat accounts as org-managed and allow admin controls “to the extent the Services make such access available.” | Organization may administer/ reassign/ suspend/terminate access; Customer accepts org visibility/control within workspace. |
| 3. Accounts, Seats, and Security | |||
| Seats and Named Users | Seat sharing prohibited; customer liable for all users and compliance. | N/A | Assign each seat to one named user; no seat sharing; Customer responsible for all users accessing via its accounts. |
| Textava Administrative Rights | Textava can suspend/terminate/reject registrations/reset credentials at its discretion for broad reasons. | May suspend/ terminate/ reject/ reclaim/ reset where it deems necessary for protection/ compliance/ enforcement. | Accept possibility of access disruption; avoid misuse to prevent action. |
| 4. Ordering; Affiliates; Dealer Groups | |||
| Affiliate and Multi-Store Use | Affiliates/multi-store use only if expressly allowed; contracting Customer still liable for fees/ compliance. | N/A | Ensure affiliate/multi-store use is authorized by Order Form; contracting Customer remains responsible for fees and compliance from that use. |
| No Implied Affiliate Rights | Default is single entity only; can block dealer-group rollups unless expressly permitted. | N/A | Must obtain express Order Form coverage for other entities/locations. |
| Changes to Subscription Levels | In-product upgrades/add-ons can bill immediately or prorated; charge-control risk. | None stated (billing mechanics reserved). | Pay immediate/prorated charges for upgrades/additional seats/features as purchased. |
| 5. Customer Data and Generated Output | |||
| Customer Data Rights + license to Textava | Customer “owns” data but gives Textava broad operational license to use/modify/process to run/improve/enforce the Services. | Use Customer Data only as necessary for providing/operating/supporting/securing/improving/enforcing Services and complying with law. | Grant the license (by using the Services); accept use by affiliates/subprocessors/providers. |
| De-identified / aggregated use | Textava can use de-identified/ aggregated data/ output for analytics/ benchmarking/ improvement; de-identification standard not detailed. | Must not identify Customer or any individual in that de-identified/aggregated use. | N/A |
| No generalized model training (default) | Customer-friendly: Textava says it won’t train generalized models for other customers using Customer Data/Output unless it gets separate rights. | Do not use Customer Data/Output to train generalized models for other customers unless separate rights obtained outside these Terms. | N/A |
| Generated Output Rights / assignment | Customer can use output internally; Textava assigns whatever rights it has, but subject to third-party rights and ML limitations. | Assign to Customer any Textava-held rights in output generated specifically for Customer (subject to limits). | Use output for internal business only; comply with Terms; accept third-party rights/ML limitations. |
| Output may be non-unique; no warranty | Textava disclaims output accuracy/completeness/non-infringement; Customer bears reliance risk. | No obligation to ensure accuracy, uniqueness, non-infringement, or suitability. | Must verify before using; assumes risk of reliance. |
| 6. Customer Responsibilities and Use Conditions | |||
| General Responsibilities | Strong “Customer is solely responsible” allocation (legality, consents, decisions, recordkeeping). | N/A | Responsible for all use; ensure data legality/ appropriateness; obtain and maintain rights/ permissions/ consents; responsible for decisions/ communications; keep official records outside the Services. |
| Review and Approval Obligations | Customer must review/approve business records and customer communications before using/sending/relying; shifts errors to Customer. | N/A | Review and approve documentation before use/sending/reliance. |
| Not a System of Record | Textava disclaims being a record retention system unless Order Form says otherwise; data retention risk. | N/A | Maintain independent copies of official records/communications and legally required records. |
| 7. Personal Data | |||
| Permitted Business Information | Clarifies typical auto service info is allowed. | N/A | N/A |
| Prohibited Personal Data | Customer must not upload sensitive regulated data unless Textava agrees in writing. | No obligation to accept such data unless it agrees in writing. | Do not submit SSNs, driver’s licenses, ID numbers, card/bank data, HIPAA data, or similar sensitive regulated data unless Textava agrees in writing. |
| Protection of Personal Data / DPA / breach notice | Security standard is “appropriate measures” (vague); DPA is Textava’s then-current form; breach notice only after “confirming” a breach. | Implement/maintain appropriate measures; enter into its then-current DPA where required; notify without undue delay after confirming a personal data breach (where required). | If laws require a DPA for Customer Data including personal data, enter into Textava’s then-current DPA. |
| 8. Acceptable Use Restrictions | |||
| Acceptable Use Restrictions | List is broad (no reverse engineering, no competitive use, no scraping, no circumvention, etc.); gives Textava strong suspension leverage. | N/A | Customer must not (and must not permit others to) violate restrictions; ensure lawful, non-abusive use; no reverse engineering; no competitive development/ benchmarking; no scraping; no malware; no circumvention; no resale; no conduct creating liability for Textava or interfering with other customers’ use. |
| 9. Third-Party Systems, Integrations, and Export Features | |||
| Third-Party Systems / Integrations / Export | Customer bears nearly all risk for integrations, exports, formatting, delivery, consents, compliance, and post-export issues. | Textava disclaims responsibility/control for third-party systems and issues after export/transmission. | Enable/configure integrations; use lawfully; handle formatting/ content/ delivery/ recordkeeping/ notices/ consents/ compliance; accept third-party outages/ data loss risks. |
| Integration changes | Textava can remove/modify integrations any time; continuity risk. | May add/remove/suspend/limit/modify integrations at any time for stated reasons. | None stated (Customer must adapt). |
| 10. Fees, Billing, Taxes, and Suspension for Nonpayment | |||
| Fees | Fees are non-cancelable and non-refundable unless expressly stated; Customer pays even if usage drops. | N/A | Pay fees as specified; accept no refunds unless expressly stated. |
| Billing and Renewal (auto-renew) | Auto-renew unless canceled per plan/account settings/Order Form; renewal control risk. | Can charge payment method on file via processors. | Cancel properly to prevent renewal; authorize charges; keep valid payment method. |
| Acceptance of Charges | Adding seats/upgrading triggers charges; requires internal controls. | N/A | By upgrading/adding seats/etc., Customer authorizes charges and must pay. |
| Suspension for Nonpayment | Textava can suspend for nonpayment of undisputed amounts; service disruption leverage. | May suspend access for nonpayment of undisputed amounts. | Pay undisputed amounts when due; suspension doesn’t relieve payment obligations. |
| 11. Service Changes and Availability | |||
| Service Changes (limits/caps) | Textava can impose/revise limits on usage/storage/seats/etc.; could affect operations and cost. | May change and impose/revise limits. | N/A |
| Availability Disclaimer | Textava disclaims liability for downtime/modifications/degraded performance. | N/A | Customer bears availability risk. |
| 12. Intellectual Property | |||
| Textava Ownership | Textava retains IP in Services; Customer only gets limited license. | N/A | Must respect Textava IP; no ownership claims. |
| Usage Data | Textava owns usage/diagnostic data, with caveat it won’t include identifiable Customer Data except as permitted under the Customer Data section. | Keep usage data from including identifiable Customer Data except as permitted under the data section. | N/A |
| 13. Confidentiality | |||
| Obligations | Mutual reasonable-care confidentiality; limits disclosure to need-to-know bound parties. | Protect Customer confidential info with at least reasonable care; limited use/disclosure. | Protect Textava confidential info with at least reasonable care; limited use/disclosure. |
| Required Disclosure | Can disclose if legally required; must give notice and cooperate unless prohibited. | Give prompt notice and cooperate when it is the receiving party (unless prohibited). | Give prompt notice and cooperate when it is the receiving party (unless prohibited). |
| Survival | Confidentiality lasts 3 years; trade secrets last as long as they remain trade secrets. | Continue confidentiality obligations post-termination. | Continue confidentiality obligations post-termination. |
| 14. Publicity | |||
| Publicity (name/logo) | Textava can use Customer name/logo for marketing unless Customer opts out in writing. | May identify Customer by name/logo unless notified otherwise; must not disclose Customer confidential info without approval. | If Customer wants to opt out, must notify Textava in writing. |
| 15. Disclaimers | |||
| General Disclaimer (as-is / as-available) | Textava disclaims most warranties (including accuracy, availability, non-infringement). | N/A | Customer accepts “as-is/as-available” risk. |
| No Performance or Output Warranty | No promise services are uninterrupted/error-free; no promise output is accurate/unique/suitable. | N/A | Customer must validate; bears risk of errors and unsuitability. |
| Customer Responsibility for Reliance | Explicitly puts all reliance risk on Customer (including integrations/exports). | N/A | Assumes all risk from use/reliance on output/exports/integrations. |
| 16. Limitation of Liability | |||
| Excluded Damages | Bars many categories of damages; reduces Customer remedies. | N/A | Customer gives up claims for excluded damages (to extent enforceable). |
| Liability Cap | Caps Textava’s total liability to fees paid/payable in prior 12 months; may be low. Cap doesn’t apply to Customer payment obligations or unlimitable liability. | N/A | Recovery capped (except where law forbids). Customer must still pay even if there is a dispute, subject to applicable law. |
| 17. Indemnification | |||
| Indemnification (Customer indemnity) | One-way: Customer must defend/indemnify Textava for broad third-party claims tied to Customer Data, use, breach, violations, and Customer-generated/approved records. No reciprocal IP indemnity for Customer. | Textava may control defense/settlement; can’t settle with non-monetary obligations on Customer without consent. | Defend/indemnify/hold harmless Textava against listed third-party claims; cooperate in defense as required. |
| 19. Subscription Term | |||
| Subscription Term (start + auto-renew + notice) | Auto-renew requires written non-renewal notice at least 30 days before term end; “evergreen” renewal risk. | Provide access during term subject to suspension/changes. | Pay to start term; give written non-renewal notice at least 30 days before end of current term to stop renewal. |
| 19. Suspension and Termination | |||
| Suspension Rights | Broad right to suspend/terminate immediately for breach, overdue payment, risk, legal compliance, preventing harm, or inconsistent use. | May suspend/terminate immediately on listed grounds. | Avoid triggering grounds; pay on time; comply with Terms/Order Form. |
| Effect of Termination | Stopping use doesn’t stop payment obligations through effective date; access ends on effective date. | End access upon effective date (unless Order Form says otherwise). | Give 30 days’ notice to cancel (per plan/settings/Order Form); pay accrued fees through effective date even if you stop using earlier. |
| Survival | Many provisions survive termination (fees, IP, confidentiality, disclaimers, liability limits, indemnity, governing law, general terms). | Continue to benefit from/comply with surviving sections where applicable. | Continue to be bound by surviving sections where applicable. |
| 20. Governing Law and Venue | |||
| Governing Law and Venue | Hawaii law + exclusive courts in Honolulu. | Submit to exclusive jurisdiction/venue in Honolulu. | Submit to exclusive jurisdiction/venue in Honolulu. |
| 21. Changes to These Terms | |||
| Textava can modify terms; continued use = acceptance; but cannot materially diminish rights under an active Order Form during its term (with carve-outs). | May update terms; may give notice via posting/email/in-service; cannot materially diminish active Order Form rights during current term except for legal/security/abuse-prevention reasons. | Monitor updates; continued use after effective date means acceptance; rely on Order Form protection during its active term (subject to carve-outs). | |
| 22. Notices | |||
| Notices | Textava can notify by email/in-service/posting; Customer must keep contact info current; Customer notices go to Textava’s listed address/email. | Provide notices via listed methods. | Keep contact info current; send legal notices to Textava at listed contact details. |
| 23. General Terms | |||
| Entire Agreement | Terms + Order Forms + incorporated documents are the whole deal; limits reliance on prior statements. | N/A | N/A |
| Severability | If one clause is invalid, rest remains enforceable. | N/A | N/A |
| Assignment | Textava can assign freely to affiliates or in corporate transactions; Customer cannot assign without consent; prohibited assignment void. | May assign without Customer consent in listed situations. | Must not assign without Textava’s prior written consent. |