Terms of Service

These Terms of Service (“Terms”) form a binding agreement between you (“you”, “your”, or “Customer”) and IKARUSHOLDS LLC, a Florida limited liability company operating the Texterz brand (“Texterz”, “we”, “us”, or “our”). They govern your access to and use of the Texterz platform, including the website at texterz.ai, the application at app.texterz.ai, and all related features, dashboards, APIs, and services (the “Service”).

By creating an account, clicking “I agree”, or using the Service, you accept these Terms. If you accept on behalf of a company or other legal entity, you represent that you have authority to bind that entity.

Service

The Texterz platform and all related features, APIs, dashboards, and integrations operated by IKARUSHOLDS LLC.

Customer

The business entity or professional that registers for and uses the Service.

Workspace

An isolated environment within the Service assigned to a Customer.

End User

An individual who interacts with a Customer-built agent, bot, or workflow on the Service.

Content

Any data, message, configuration, prompt, document, or other material submitted to the Service by a Customer.

Subscription

A paid plan that grants access to the Service for a defined term.

You may use the Service only if all of the following are true:

• You are acting in a business, commercial, or professional capacity, and not as a consumer.
• You are at least 18 years old and have the legal authority to enter into binding contracts.
• You are not located in, organized under the laws of, or ordinarily resident in a country or territory subject to comprehensive sanctions imposed by the United States, the European Union, or the United Nations, and you are not listed on any sanctions or denied-parties list.
• Your use of the Service complies with all laws and regulations that apply to you and your customers.

• You will provide accurate, complete, and current information when registering and keep it up to date.
• You are responsible for maintaining the confidentiality of your credentials, API keys, and access tokens.
• You are responsible for all activity that occurs under your account, including activity by employees, contractors, and any user you invite to your workspace.
• You will notify us promptly at legal@texterz.ai if you suspect unauthorized access to your account.

We may suspend or close accounts that violate these Terms or whose activity creates legal, regulatory, or operational risk to the Service or to other users.

• Plans and fees. Current plans, credit packages, and fees are described on our pricing page. Fees are stated in USD unless specified otherwise and are exclusive of taxes.
• Billing. Subscription fees are billed in advance. Pay-as-you-go and credit purchases are billed at the time of purchase. Usage that exceeds your plan limits may be billed as overage on the next invoice.
• Auto-renewal. Subscriptions renew automatically at the end of each billing period at the then-current rate, unless cancelled before renewal.
• Non-refundable. All fees and credits are non-refundable except where mandatory law requires otherwise. We do not refund unused subscription periods, unused credits, or fees following suspension or termination for breach.
• Price changes. We may change subscription fees or credit pricing with at least 30 days' notice. Continued use of the Service after the notice period constitutes acceptance.
• Taxes. You are responsible for sales, use, VAT, GST, withholding, and similar taxes, except for taxes on our net income.
• Late payment. Past-due amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and we may suspend the Service for non-payment.

You will not, and will not permit any third party to:

• use the Service to send unsolicited communications, including messages without a valid legal basis (consent, legitimate interest, or another lawful basis) for contacting the recipient;
• violate any applicable law, including TCPA, CAN-SPAM, CASL, GDPR, the ePrivacy Directive, consumer-protection law, telemarketing rules, or anti-spam law;
• violate the terms, policies, or rules of any third-party platform you connect to the Service, including messaging providers, voice or SMS carriers, and email providers;
• transmit content that is unlawful, defamatory, infringing, obscene, harassing, deceptive, or harmful, or that promotes gambling, weapons, illegal financial services, or pharmaceuticals in jurisdictions where such promotion is prohibited;
• attempt to gain unauthorized access to any part of the Service, other accounts, or systems we connect to;
• circumvent or attempt to circumvent rate limits, access controls, billing controls, abuse controls, or any safety measure built into the Service;
• reverse engineer, decompile, disassemble, or attempt to derive source code, model weights, or trade secrets from the Service, except to the extent this restriction is prohibited by applicable law;
• use the Service to build a competing product or to benchmark for the purpose of building a competing product;
• upload or transmit malware, viruses, or other code intended to disrupt or damage the Service or its users;
• process protected health information (PHI), payment card data outside of our payment processor flows, or government-issued identifiers in volumes or contexts that require additional contractual protections, without first executing the appropriate written agreement with us.

We may, but are not obligated to, monitor for abuse and suspend or throttle accounts that exhibit unusual patterns, high spam-report rates, or other signals that risk platform integrity.

Texterz is an infrastructure and tooling provider. You are solely responsible for:

• the Content you submit to the Service and the messages your agents and workflows send;
• the selection of recipients and the lawful basis for contacting them;
• obtaining and retaining all consents, opt-ins, and disclosures required from your End Users by applicable law and by the policies of third-party channels you use;
• ensuring your use of the Service complies with all applicable laws and regulations in every jurisdiction where you operate or where your End Users are located;
• maintaining your own privacy policy, terms, and data-handling disclosures for your End Users.

We do not review, approve, or monitor individual campaigns, messages, or configurations, and we do not provide legal, regulatory, or compliance advice. We are not liable for account bans, enforcement actions, fines, or other penalties imposed on you by third parties as a result of your use of the Service.

The Service uses third-party large language models and other AI systems to generate responses, summaries, classifications, and other outputs.

• AI outputs are probabilistic. They may be inaccurate, incomplete, biased, outdated, or otherwise unsuitable for your purpose.
• You are responsible for reviewing AI outputs before relying on them for business decisions, customer communication, regulated activity, or any context where accuracy matters.
• Do not use AI outputs as a substitute for professional advice (legal, medical, financial, tax, or otherwise) unless you have independently verified the output with a qualified human.
• You will not attempt to disable, circumvent, or override platform-level safety measures, content filters, or AI disclosure mechanisms.
• Where required by law (including the EU AI Act), you, as the deployer of AI agents on the Service, must inform your End Users that they are interacting with an AI system.

We do not warrant the accuracy, completeness, or reliability of any AI output and are not liable for decisions you or your End Users make based on AI outputs.

Our processing of personal data is described in our Privacy Policy, which is incorporated into these Terms by reference.

Where you act as a data controller and we act as a data processor under GDPR or a comparable law, our standard Data Processing Agreement (DPA) applies. The DPA is available on request at legal@texterz.ai and, once executed by both parties, forms part of these Terms.

You represent and warrant that you have a lawful basis for all personal data you process through the Service and that your use of the Service complies with applicable data-protection law.

Each party may receive non-public information from the other that is marked or that reasonably should be understood as confidential (“Confidential Information”). Each party will protect the other's Confidential Information with the same degree of care it uses for its own confidential information, but no less than a reasonable degree of care, and will use it only as needed to perform under these Terms.

Confidential Information does not include information that (a) is or becomes public through no breach of these Terms, (b) was rightfully known before disclosure, (c) is independently developed without use of the other party's Confidential Information, or (d) is required to be disclosed by law, provided the receiving party gives reasonable advance notice to the extent legally permitted.

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

To the maximum extent permitted by applicable law, we disclaim all warranties, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, uptime, error-free operation, and quiet enjoyment. We do not warrant that the Service will meet your specific regulatory or compliance requirements or that AI outputs will be accurate or suitable for any purpose. Nothing in the Service constitutes legal, regulatory, financial, medical, tax, or other professional advice.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, BUSINESS INTERRUPTION, LOSS OF GOODWILL, OR THE COST OF SUBSTITUTE SERVICES, REGARDLESS OF THE FORM OF ACTION AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Nothing in these Terms limits or excludes liability that cannot be limited or excluded under applicable law, including liability for gross negligence, willful misconduct, fraud, or death or personal injury caused by negligence. There are no third-party beneficiaries of these Terms.

You will defend, indemnify, and hold harmless Texterz, IKARUSHOLDS LLC, and their officers, directors, employees, contractors, and agents from and against any third-party claim, demand, action, loss, liability, damage, fine, penalty, cost, or expense (including reasonable attorneys' fees) arising out of or related to:

• your Content or your use of the Service;
• any communication sent through the Service by you or under your account, including any claim under TCPA, CAN-SPAM, CASL, GDPR, the ePrivacy Directive, or comparable law;
• your breach of these Terms or of any law or third-party policy;
• any claim by an End User arising from your deployment of AI agents, bots, or workflows;
• your infringement or misappropriation of any third-party intellectual property, privacy, or publicity right.

We will give you prompt notice of the claim, reasonable cooperation at your expense, and sole control of the defense and settlement, provided that any settlement that imposes an obligation on us requires our prior written consent.

• Term. These Terms apply from the date you first access the Service and continue until terminated under this Section.
• Termination by you. You may cancel a subscription at any time through the Service or by contacting us. Cancellation takes effect at the end of the then-current billing period; previously paid fees are not refunded.
• Termination or suspension by us. We may suspend or terminate your access immediately if you materially breach these Terms, if you fail to pay fees when due, if your use creates legal, regulatory, security, or reputational risk to the Service, if a third-party platform required for delivery prohibits your activity, or if required by law.
• Effect of termination. Upon termination, your right to use the Service ends, outstanding fees become immediately due, and we will handle your data in accordance with the Privacy Policy. Sections that by their nature should survive (including fees owed, IP, confidentiality, disclaimers, limitation of liability, indemnification, governing law, and dispute resolution) survive termination.

If you resell, rebrand, or redistribute the Service to your own customers, you do so under a separate written agreement with us. That agreement governs reseller-specific matters and supplements these Terms. In the event of a conflict between these Terms and a signed reseller agreement, the reseller agreement controls for the matters it addresses. A summary of our reseller policy is available on request at legal@texterz.ai.

We may modify, add to, or discontinue features of the Service from time to time. We will make reasonable efforts to give advance notice of material reductions in functionality.

We may update these Terms from time to time. Material changes will be communicated at least 30 days in advance by email to the address associated with your account, by a notice in the Service, or both. If you do not agree to a material change, your remedy is to stop using the Service and cancel your subscription before the change takes effect.

These Terms and any non-contractual obligations arising out of or related to them are governed by the laws of the State of Florida, United States, without regard to its conflict-of-laws principles, and by applicable US federal law. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Neither party is liable for delay or failure to perform (other than a payment obligation) caused by events beyond its reasonable control, including acts of God, war, terrorism, riot, civil disturbance, governmental order, embargo, national emergency, epidemic or pandemic, labor dispute, cyberattack, internet outage, and outage or failure of a third-party provider on which the Service depends.

• Entire agreement. These Terms, the Privacy Policy, and any DPA, order form, or signed agreement between us constitute the entire agreement and supersede all prior agreements on the same subject.
• Severability. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed if no modification is possible. The remaining provisions stay in full force.
• No waiver. A failure to enforce a provision is not a waiver of future enforcement.
• Assignment. You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. We may assign these Terms in connection with a merger, acquisition, financing, or sale of all or substantially all of our assets.
• No third-party beneficiaries. These Terms do not create any third-party beneficiary rights.
• Relationship. The parties are independent contractors. These Terms do not create an agency, partnership, joint venture, employment, or franchise relationship.
• Language. The controlling language of these Terms is English. Any translation is provided for convenience only.
• Notices to you. We may send legal notices to the email address on your account or by posting in the Service.
• Notices to us. Legal notices to Texterz must be sent in writing to IKARUSHOLDS LLC, 1242 SW Pine Island Rd, Ste 42-348, Cape Coral, FL 33991, USA, with a copy to legal@texterz.ai. Notice is effective on receipt.