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Partner Program Terms

last update: 10/11/2024

In consideration for your participation in the Partner Program (the 鈥淧rogram鈥) please read very carefully the Partner Program Terms and聽Privacy Policy聽(collectively constitute the 鈥淎greement鈥 or 鈥淧artner Terms鈥). By registering with the Program via the website聽聽you agree to be bound by the Partner Terms described herein. The Agreement is between you as Partner (as defined below) and Text, Inc. with its principal office: 101 Arch Street, 8th Floor, Boston MA 02110, United States of America (also 鈥淐ompany鈥 or 鈥渨e鈥), (together 鈥淧arties鈥, and each separately a 鈥淧arty鈥).

What that means for you?

The Partner Program Terms explain the conditions under which partners can recommend and sell our services. You will find different types of partnerships described here, the parties鈥 responsibilities, and data processing information.

1. Introduction

  1. The Partner Terms between you and the Company are effective by virtue of your registration to the Partner Program made available through the following Internet website聽聽(the 鈥淪ite鈥), or by executing an applicable order form (the 鈥淓ffective Date鈥) and does not in any way alter any other possible agreement you may have with the Company, its subsidiaries or affiliates.

  2. Please note that the Partner Terms affect your legal rights and obligations. If you do not accept or understand the Partner Terms and do not agree to be bound by all of the Partner Terms, please do not register for or participate in the Program and do not access or use the Site.

2. Definitions

  1. 鈥漈ext, Inc.鈥 [also 鈥Text鈥, 鈥淐ompany鈥 or 鈥渨e鈥漖 means Text, Inc. with its principal office in Boston, Massachusetts, 101 Arch Street, 8th Floor, Boston MA 02110, the United States of America providing the Partner Program.

  2. 鈥淧artner鈥 [also 鈥測ou鈥漖 means any natural or legal person, including any entity, affiliated company, and/or any agency or network acting on its behalf, that has registered with the Program via the Site, which will also be contracted by this Agreement.

  3. 鈥淪ervices鈥 means services supplied by Text under the main聽Terms of Use聽and specified thereof.

  4. 鈥淧artner Program Services鈥 means services available for partners via Text’s Partner Program, namely: 89点怎么玩, ChatBot, HelpDesk, Second Tier Affiliation.聽

  5. 鈥淟icense鈥 [also 鈥淎ccount鈥漖 means the account created by the Customer or by the Partner for the Customer for providing Services to the Customer.

  6. 鈥淧artner鈥檚 Account鈥 means an account created by the Partner in the Program via the Site for managing the Program.

  7. 鈥淎ffiliate鈥 means a Partner who uses referral links to recommend Company鈥檚 Services to people from their audience through various marketing activities.

  8. 鈥淪olution Partner鈥 means a Partner who is a business or entrepreneur that has been verified by the Company and offers Services鈥 Accounts directly for their customers.

  9. 鈥淩eferral Fee鈥 means the payment/commission Text makes to a Partner in return for selling its Partner Program Services or gaining Customers via Partner Program Services on the terms set out in the Partner Terms.

  10. 鈥淩eferral Link鈥 means a link containing a unique affiliate ID - an additional information assigned to Partner鈥檚 Account, thanks to which the Company knows which Partner gets a credit for each sale.

  11. 鈥淟ast Click Attribution Model鈥 means the principle on which Customers who click the Referral Link lead by more than one Affiliate, are assigned to a specific Affiliate.

  12. 鈥淪econd Tier Affiliation鈥 means an Affiliate model extension which gives Affiliates the opportunity to invite referred partners to the Program and earn a 5% commission of all sales their referrals make in the Program.

  13. 鈥淎mount Due鈥 means the final amount to be paid to the Partner due to his activity in the Program.

  14. 鈥淟icensed Materials鈥 means promotional tools such as banners, buttons, search engines, logos, trade names, trademarks, graphic images, and similar identifying material etc.

  15. 鈥淪ite鈥 means web page聽聽belonging to Text enabling access to the Partner Program.

  16. 鈥淧rogram鈥 means this Partner Program offered by Text.

3. Data protection provisions

  1. The Company is dedicated to protecting personal data and promoting compliance with rules set forth by, among others, the European Union.

  2. This Agreement shall be supplemented by the聽Privacy Policy.

  3. Any observation or breach of data protection may be reported via聽support@livechat.com

  4. By accessing the Program, Partner expressly consents to the processing mainly collection, use, storage, and disclosure of their information, including their personal data, as well as data subjects Partner employees while using the Program, in accordance with the Company鈥檚 Privacy Policy, and the General Data Protection Regulation (GDPR) related documents for Partner Program Services providing and maintaining purposes. You also agree to processing your personal data for marketing purposes.

  5. Partner also agrees and warrants that they comply with all data protection laws applicable to them (including the General Data Protection Regulation (鈥淕DPR鈥) (EU) 2016 / 679) while processing the Customers鈥 personal data gained for the purpose of the Program (including but not limited to: gaining consents for data processing, if applicable, and gaining consents for data transfer). Partner is fully responsible for the lawful acquisition and processing of personal data transferred to the Company through the Program. The Company shall bear no responsibility for the quality of personal data collected by the Partner.

  6. For the purpose of the appointment of sub-processors, Partner acknowledges and agrees that the Company may engage third-party sub-processors in connection with the provision of the Service in accordance with the the聽Privacy Policy聽and GDPR related documents.

4. General Partner Program statements

  1. To participate in the Program the Partner:

    1. must be at least 18 years old,

    2. should have an active and verified PayPal account in good standing. (Having the transfer account for online money transfers via PayPal provider is not necessary to sign up to the Program, however it is necessary for the commission withdrawal).

    3. must be lawfully fit and able to enter into a binding agreement with us.

  2. By registering with the Program via the Site you agree to be bound by the Partner Terms and Privacy Policy and you undertake to comply with these Terms.

  3. If you are participating in the Program on behalf of any legal person, entity or corporation you further represent and warrant that you are rightfully authorized to accept the Partner Terms and enter into the Agreement with us on such entity鈥檚 behalf.

  4. The Company reserves the right in its sole discretion at any time to refuse anyone鈥檚 participation in the Program.

  5. Please keep in mind that the usage of the Program is subject to the then-current version of the Partner Terms. We reserve the right to update and change the Partner Terms from time to time at our sole discretion and each time, the Partner Terms currently visible聽/legal/partner-program-terms/聽are up to date, supersede all prior versions, and are effective and binding immediately after posting. Your continued use of the Program on or after the date the updated version of the Partner Terms is effective and binding constitutes your acceptance of such updated terms. If you do not agree to our updated Agreement, you can delete your account at any time.

  6. Partner is able to choose between two models of participation in the Partner Program: either as an affiliate (鈥淎ffiliate鈥) or as a solution partner (鈥淪olution Partner鈥); Partner can use both aforementioned models at the same time within one Partner鈥檚 Account. Within the Solution Partner model of the Program, the Partner can choose one or both options of managing the Solution Partner model (described in the paragraph 7.1. hereof).

  7. Partner acknowledges and agrees that (i) Referral fee is calculated only on the basis of the product price and (ii) all the sums of Referral Fee exclude any tax that Partner is solely obliged to pay for the purpose of fulfilment of its tax obligations.

  8. In the event of a transfer of a Customer acquired by a Partner through a Referral Link to the Company Sales Team or the Customer self-reports to the Company鈥檚 Sales Team, the Company reserves the right not to pay Referral Fee to the Partner or reduce the Referral Fee by the percentage recognized by Company in its discretionary power as corresponding to the engagement of the Partner in the Customer acquisition.

  9. The features and functions of the Partner Program Services may change over time at our sole discretion, provided, however, we will not materially decrease the overall functionality of the Partner Program Services. It is your responsibility to ensure that your Affiliate or Solution Partner Model is compatible with the then-current Partner Program Services.

5. Partner Responsibilities

  1. Partner shall introduce Partner Program Services to its current and prospective Customers and shall comply with all laws applicable to the Partner (including applicable data protection laws) as well anti-spam laws and those that govern email marketing rules

  2. The Affiliate may post as many Referral Links to Partner Program Services as Affiliate finds necessary as well as register in any search, referral, or advertising services (such as e.g. Google鈥檚 AdWords program), provided that Affiliate ensures that each website containing a Referral Link meets the terms of this Agreement.

  3. Partner shall not:

    1. purchase or register search engine keywords, AdWords, search terms or other identifying terms that the Company considers in its sole discretion as promoting sexually explicit materials, violence, firearms or weapons, illegal activities, fake or counterfeit items, promote gambling or betting, discrimination based on race, sex, religion, nationality, disability, sexual orientation, or infringing upon others鈥 intellectual property rights,

    2. register any domain names which are identical or similar to the Company’s (including but not limited to domains, names, Services and Partner Program Services) or any other trademarks owned by the Company and Partner shall at all times comply with reasonable guidelines for the use of such trademarks as may be issued from time to time by Company,

    3. install spyware on another person鈥檚 computer; cause spyware to be installed on another person鈥檚 computer, or use a context based triggering mechanism to display an advertisement that partially or wholly covers or obscures paid advertising other content on a website in a way that interferes with a person鈥檚 ability to view that website.

  4. Depending on the chosen option of settlement the Solution Partner:

    1. For the Reseller Model: shall be solely responsible for the legal and financial relationship between the Solution Partner and their Customers (while the Solution Partner chooses an option A described in paragraph 7.1.a. - i.e. decides to make payments directly to the Company);

    2. For the Referral Model: shall not be responsible for the legal and financial relationship between the Solution Partner and their Customers (while the Solution Partner chooses an option B described in 7.1. b. - i.e. decides to charge the Customer the obligation to make payments directly to the Company).

6. Affiliate鈥檚 cooperation

  1. Partner, participating in the Partner Program as an Affiliate, is entitled to Referral Fee.

  2. For a sale of Partner Program Services to generate a Referral Fee the Customer must jointly:

    1. use a browser that has its cookies setting enabled,

    2. follow a Referral Link,

    3. purchase Partner Program Services and remit full payment to Company.

  3. Affiliate will receive a Referral Fee from every sale of Partner Program Services made in accordance to paragraph 6.2.

  4. Partner as an Affiliate acknowledges and agrees it receives a Referral Fee for a Customer in the amount of the Customer鈥檚 revenue for the whole time of the Agreement, adequately to the improvements that the Customer may make to his Account, with the proviso. However, that if the upgrade on Customer鈥檚 account is the result of聽 the Text鈥檚聽 Sales Team effort, the Partner is not entitled to an increased commission for such a Customer.

  5. Referral Fee may be a subject for adjustments for the credit card chargebacks and refunds. Fraudulent or voided transactions do not qualify as basis for Referral Fee.

  6. We do not assume any responsibility for the unauthorized use of credit cards or for the use of personal or financial information from an unauthorized source or fraud.

  7. Referral Fees are traced through the use of cookies. If it is not possible to track traffic from the Affiliate鈥檚 site to the Company鈥檚 website because the visitor is using cookie-blocking software, Company is only responsible for paying Referral Fee on sales that can be traced back to the Affiliate.

  8. Referral Fees can only be accrued to Accounts (Licenses) created via Referral Link. Accounts (Licenses) created by the Partner without using a Referral Link or before signing up to the Program are not subject to Referral Fees and can not be migrated to the Partner鈥檚 Account.

  9. Only the Affiliate who was assigned the Referral Link Customer clicked on last (the one that drove the buyer/Customer to purchase Partner Program Services) will get Referral Fee for the sale. Last Click Attribution Model applies here. Based on 120 days cookie lifetime the Referral Fee is paid to the Affiliate whose Referral Link was clicked as the last one.

  10. The Company shall have the sole right and responsibility for processing all orders made by Customers. Affiliate acknowledges that all agreements relating to sales to Customers shall be between the Company and the Customer and that the prices for the Partner Program Services will be set solely by the Company in its discretion.

  11. All determinations of Referral Links and whether a Referral Fee is payable will be made by the Company in its sole discretion, and will be final and binding on both the Company and the Affiliate.

  12. In the event that the Amount Due for a calendar month is a negative amount, the Company may, but will not be obliged to carry forward and set off such a negative amount against Amounts Due for future months which would otherwise be payable to Affiliate. If the Amount Due for a particular calendar month does not exceed 50 USD, the Company will be entitled to withhold and carry forward such amount to the end of the calendar month in which the Amount Due (including any sums carried forward in this way) exceeds 50 USD.

  13. If the Amount Due exceeds 50 USD Affiliate may withdraw funds from their Partners Account at any time. Funds can be withdrawn with the value of the Amount Due.

  14. Affiliate will not be entitled to receive any Referral Fees in respect of Customer who: has been introduced in breach of any term of this Agreement or an agreement between the Company and a Customer, makes an initial payment which is subject to a chargeback or which is reversed for any other reason, fails any identity or credit checks carried out by the Company or on its behalf, is located in a territory from which the Company does not accept Customers, is suspected by the Company of acting in breach of the terms and conditions governing their Account (License) or any fraudulent or dishonest activity.

  15. In the event described in paragraph 6.10. if any such payment has already been made to Affiliate in respect of such Customer, Affiliate will promptly repay the amount paid on receiving notice from the Company. The Company will be entitled, but not obliged, to set-off any amount owed as a result against future Referral Fees.

  16. All payments made by the Company under this Agreement are deemed inclusive of any VAT or other tax payable and will be paid in USD exclusively by PayPal. Any fees connected with withdrawing funds e.g. online transaction fee, shall be borne by the Affiliate.

7. Solution Partner鈥檚 cooperation

  1. The Solution Partner is entitled to choose one or both options of participation in the Solution Partner model of Partners Program:

    1. Option A:聽Solution Partner introduces Partner Program Services to current and prospective Customers, manages payments directly to the Company for the Customers鈥 Accounts and resells the Partner Program Services. Therefore the Solution Partner is entitled to a discount granted by the Company and calculated in accordance with paragraph 7.2.

    2. Option B:聽Solution Partner introduces Partner Program Services to current and prospective Customers and sets the payment for the Partner Program Service to the Customer. Solution Partner is then entitled to the Referral Fee calculated in accordance with paragraph 6.3.

  2. While choosing the option A described in 7.1.a.

    1. The Company agrees to give the Solution Partner 20% discount on the regular prices of any Partner Program Services available currently in the Program. Based on this discount Solution Partner sells Partner Program Services at the individual price set by Solution Partner for their Customers.

    2. The Company does not establish any limitations for the value of reseller price. Solution Partner is entitled to determine their own price for Partner Program Services provided to Solution Partners鈥 Customers. The Company shall bear no responsibility for any legal or financial relationship between Solution Partner and their Customers.

    3. For each Customer Account (License) Solution Partner selects the plan, the number of agents, the payment period and provides credit card details. Solution Partner may provide to the Customer other services related to the Company鈥檚 Partner Program Services including but not limited to Account management, Account customization. The Company does not participate in providing the aforementioned services and shall bear no liability for providing such services as well as for the financial conditions of those services. The Company鈥檚 commitment consists in selling the Account (License) to the Solution Partner.

    4. If the credit card details are correct, the future payments will be charged automatically until the payment period expiration date. Solution Partner may cancel Customer鈥檚 Account (License) at any time without the right to a refund.

    5. Credit card will be charged after the free period of 14 days. In the event that credit card information will not be given, will be given incorrectly or if in other way payment will not be able to be obtained, the license will expire after 14 days.

    6. Solution Partner adds Customers and may manage Partner Program Service accounts (licenses) by his Partner鈥檚 Account. Managing Partners Account Solution Partner has the ability to cancel their Customer鈥檚 Account (Licenses) and to change credit card details. The Account (License) may be closed immediately through the Partners Account in settings, or by deleting the credit card details from the Account - then the Account (License) shall expire once the payment is not made at the next charge date.

    7. Solution Partner bears sole responsibility for Customers鈥 Accounts (Licenses) created for their Customers and payments for the purchases of any Company鈥檚 Services.

    8. The Company may terminate the Agreement with immediate effect if the Company cannot contact Solution Partner due to the Customer鈥檚 issue for the 14 days from the first attempt to contact. In such a case, the Company has the right to contact directly with the Customers due to their usage of the Partner Program Service.

  3. While choosing the option B described in 7.1.b.:

    1. Solution Partner does not select the plan, the number of agents or the payment period and does not provide credit card details.

    2. The Company charges the Customer the price set out in the Company鈥檚 pricing. The Solution Partner is entitled to the Referral Fee in the amount of 20% of each Customer鈥檚 payment to the Company.

    3. Solution Partner does not add Customers and does not manage Partner Program Service Accounts (Licenses). The Solution Partner has no ability to cancel their Customer鈥檚 Account (License) nor to access or change credit card details. The Account (License) may be managed or closed only by the Customer (or the Company in case i.e. expiration of the Account once the payment is not made at the next charge date).

    4. Solution Partner does not bear any responsibility for Customers鈥 Accounts (Licenses) created for their Customers or payments for the purchases of any Company鈥檚 Services.

  4. To prepare the Customer鈥檚 Account (License) for their Customers on Solution Partner鈥檚 section of Partner鈥檚 Account Solution Partner needs to (if applicable) indicate the name and e-mail address of Customer for which the Account (License) is to be prepared.

8. Company鈥檚 Responsibilities

  1. The Company agrees to pay the Partner Referral Fees on sales of the Partner Program Services referred directly by the Partner (鈥淩eferral Fees鈥) if that Customer has accessed the Company鈥檚 Services and the Partner Program Service has been purchased and paid.

  2. Upon registration at the Program the Company will make available:

    1. Referral Link which redirects to the applicable Company鈥檚 website with a unique login assigned (鈥淩eferral Link鈥). This information is saved on the computer of the visitor, who enters the applicable Company鈥檚 website through the Referral Link, in the form of a cookie which is active for a period of 120 days. Last Click Attribution Model applies here which means basing on 120 days cookie lifetime the Referral Fee is paid to the Affiliate whose Referral Link was clicked as the last one.

    2. Affiliate platform, where Affiliate will be able to review statements showing the number of Customers introduced via Referral Link, trials and subscriptions for the Company鈥檚 Services, amount of the accrued Referral Fees available for withdraw in accordance with paragraph 6.11, (鈥淎mount Due鈥), contact details including address, as well as payment information associated with the Affiliate鈥檚 Partners Account.

    3. Solution Partner platform, where Solution Partner will be able to review and manage Accounts (Licenses) of the Company鈥檚 Services, amount of Solution Partner discount and payment status.

    4. Promotional tools such as banners, buttons, search engines, logos, trade names, trademarks, graphic images and similar identifying material etc (鈥淟icensed Materials鈥).

9. License

  1. Unless otherwise indicated, all of the Licensed Materials featured or displayed on the Site and on Partner鈥檚 Account, including, but not limited to, text, logo, graphics, data, photographic images, moving images, sound, illustrations, software, and the selection and arrangement thereof is owned by the Company, its licensors, or its third-party image partners. All elements of the Site are protected by copyright, intellectual property laws or other related. In particular the Company鈥檚 logo is a registered trademark owned by the Company and is therefore subject to national as well as international protection. Additionally the Company鈥檚 Services logos may be registered as trademarks owned by the Company and therefore subject to national as well as international protection.

  2. Partner is granted a non-exclusive, non-transferable, terminable license to use the Licensed Materials during the Term of the Agreement solely for purposes of the Program and in accordance with such other limitations and restrictions as set out in this Agreement.

  3. Partner may use the Licensed Materials only for purposes expressly authorized by the Company. Partner may not:

    1. modify the Licensed Materials in any manner. For example, Partner may not change the proportion, color, or font of the Licensed Materials,

    2. display the Licensed Materials in any manner that implies endorsement of Affiliate鈥檚 website or business by the Company outside of involvement in the Program,

    3. use the Licensed Materials to disparage the Company, its Services, or in a manner which, in our reasonable judgment, may diminish or otherwise damage our good will in the Licensed Materials.

  4. Each Licensed Material must appear by itself, with reasonable spacing (at least the height of the Licensed Material) between each side of the Licensed Material and any other graphic or textual image. You may place the Company鈥檚 name or logo adjacent to competitive brands, subject to the requirements of this Agreement, including prohibitions against objectionable material and websites.

10. Termination

  1. The Company may suspend the Partner Program Services to Partner or terminate this Agreement at any time, based on reasonable grounds for breach or threat of breach of the Partner鈥檚 contractual obligations, the Company鈥檚 operations, its services, or the rights of other entities, 3rd parties, other partners, other clients, if not cured by the Partner within the reasonable time, if granted to Partner. In particular, the Company reserves the right to suspend the Partner Program Services or terminate the Agreement with the Partner immediately and without prior notification and Partner forfeit all Referral Fees or discounts if the Partner is involved with any of the following situations of, but not limited to:

    1. providing false information in the registration form,

    2. violating provisions of this Agreement, and any Partner鈥檚 responsibilities stated in this Agreement (including but not limited to the Section 5 of the Partner Terms),

    3. any attempt to artificially inflate Referral fees will result in immediate termination of this Agreement and will forfeit all outstanding Referral Fees,

    4. use of the Service or Program for illegal purposes,

    5. use of the Program or Services in any way that threatens the fluidity of the Company鈥檚 infrastructure or its individual components

    Furthermore, any such action will forfeit all outstanding Referral Fees.

  2. If the Amount Due of Referral Fees at the moment of termination of this Agreement does not exceed 50 USD the Company will incur a termination fee of 100% of Referral Fees.

  3. Partner is able to cancel Partner鈥檚 Account by making contact with the assigned Partner Program Manager.

11. Indemnification

  1. You hereby agree to indemnify and hold the Company and its subsidiaries, employees, affiliates, officers, agents, partners and licensors harmless from and against any and all third party demands, claims, liability, loss, and expense including damage awards, settlement amounts, and reasonable legal fees brought against the Company or any of the above mentioned person(s), arising out of, related to or which may arise from your access to or use of the Site, your breach or alleged breach of the Partner Terms, or your violation of any third-party rights including without limitation, any intellectual property right, publicity, confidentiality, property or privacy right, your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; or any misrepresentation made by you.

  2. Neither party shall be responsible for any delay or failure in performance of their obligations under these Partner Program Terms due to Force Majeure or other occurrences that are beyond reasonable control of the party in default or failing to fulfill obligations. By Force Majeure the Parties understand as an exceptional occurrence, caused by an external factor which cannot be foreseen, and which could not be prevented. Force Majeure occurrences include in particular: war, natural disasters, strikes, breakdowns, DDoS attacks or other disruptions in telecommunication networks or data communication infrastructure, pandemic, emergency government action and administrative measures, activities of entities that affect the provision of the Service of Text web pages, and whose activity is independent of the Parties. The Company shall not be liable for any claim, loss or damage if, for any reason whatsoever, its website fails or is non-operational.

12. Disclaimer of Warranties

  1. Unless otherwise mutually agreed to by the Parties in writing, the Site is provided by the Company on an 鈥渁s is鈥, 鈥渁s available鈥 and 鈥渨ith all faults鈥 basis and hereby the Company and its directors, employees, content providers, agents and affiliates exclude, to the fullest extent permitted by applicable law, any warranty, express or implied as to the Site.

  2. The functions embodied on or in the Site are not warranted to be uninterrupted or without error.

  3. The Company will not be liable for any damages of any kind arising from the use of the Site and makes no representations or warranties of any kind concerning the work, express, implied, statutory or otherwise, including, without limitation, warranties of title, merchantability, fitness for a particular purpose, noninfringement, or the absence of latent or other defects, accuracy, or the presence of absence of errors, whether or not discoverable.

13. Limitation of Liability

  1. The Company does not guarantee compatibility of offered Services with other producers鈥 software. Partner shall bear responsibility for the choices and consequences following from the use of other software including its applicability to Partner鈥檚 objectives.

  2. The Partner Terms are in lieu of all warranties, conditions, undertakings, terms and obligations implied by statute, common law, trade usage, cause of dealing or otherwise, all of which are hereby excluded to the fullest point of law.

  3. In no event and under no circumstances shall the Company, its directors, members, employees or agents be liable to you for any direct, special, indirect or consequential loss or damages, or any other damages of any kind, including but not limited to loss of use, loss of profits or loss of data, whether in an action in contract, tort (including but not limited to negligence) or otherwise in any way connected with:

    1. the Site or your use of or inability to use or the performance of the Site,

    2. any errors or omissions in the Site鈥檚 operation; any action taken in connection with License, copyright or other intellectual property owners,

    3. any damage to any user鈥檚 computer, mobile device, or other equipment or technology including, without limitation, damage from any security breach or from any virus, bugs, tampering, fraud, error, omission, interruption, defect, delay in operation or transmission, computer line or net failure or any other technical or other malfunction, including, without limitation, damages for lost profits, loss of goodwill, loss of data, stoppage, accuracy of results, or computer failure or malfunction, even if foreseeable or even if the parties have been advised of or should have known of the possibility of such damages, whether in an action of contract, negligence, strict liability or tort (including, without limitation, whether caused in whole or in part by negligence, telecommunications failure, or theft or destruction of the service).

    4. By accessing the Licensed Materials, you understand that you may be waiving rights with respect to claims that are at this time unknown or unsuspected, and in accordance with such waiver, you acknowledge that you have read and understand, and hereby expressly waived.

14. Miscellaneous Provisions

  1. If any clause or provision in the Partner Terms will become unenforceable, wherever possible this will not affect any other clause and each will remain in full force and effect.

  2. Any waiver of any provision of the Partner Terms will be effective only if in writing and signed by the Company.

15. Applicable Law

  1. All disputes arising in connection with the Partner Terms shall be primarily resolved amicably.

  2. The Partner Terms will not be governed by the United Nations conventions on contracts for the international sale of goods, if otherwise applicable.

  3. You agree that all disputes you have with the Company in connection with the Partner Terms that cannot be amicably resolved shall be submitted for resolution by Common Court of Law at the location of Text principal office.