TERMS OF SERVICE

1. Introduction & Scope

These Terms of Service (“Terms”) govern your access to and use of Texterz and Texterz.ai (collectively, the “Service”).

The Service is a software platform provided under the Texterz brand and is owned and operated by IkarusHolds LLC (“IkarusHolds”, “we”, “us”, or “our”), a limited liability company organized under the laws of the United States.

By accessing or using the Service, you confirm that you have read, understood, and agree to be legally bound by these Terms. If you do not agree, you must not access or use the Service.

2. Business-to-Business Use Only

If this representation is false or misleading, we may immediately suspend or terminate your access without notice or refund.

3. Legal Capacity & Eligibility

You represent that:

• you have the legal authority to bind the entity you represent;
• your use of the Service complies with all applicable laws, regulations, and internal policies;
• you are responsible for determining whether the Service is lawful to use in your jurisdiction.

We make no representations regarding local legal suitability.

4. Accounts & Security

You are responsible for:

• providing accurate and complete account information;
• maintaining the confidentiality of login credentials and API keys;
• all activities conducted through your account.

IkarusHolds LLC is not liable for unauthorized access resulting from your failure to secure your credentials.

5. Acceptable Use

You agree not to use the Service to:

• violate any applicable law or regulation;
• send unlawful, deceptive, abusive, or unsolicited communications;
• infringe intellectual property, privacy, or other third-party rights;
• attempt to reverse engineer, disrupt, overload, or interfere with the Service or its infrastructure.

Violations may result in immediate suspension or termination.

6. Outbound Messaging & Third-Party Compliance

The Service may enable outbound communications, including but not limited to WhatsApp, Telegram, and Email.

You acknowledge and agree that:

• you are solely responsible for compliance with all applicable communication and data protection laws (including GDPR, TCPA, CASL);
• you must comply with all third-party provider policies;
• you must obtain and retain documented, explicit consent from recipients prior to any communication.

We do not review, approve, or monitor your campaigns and assume no responsibility for provider bans, enforcement actions, or regulatory penalties.

7. Suspension & Termination

We may immediately suspend or terminate your access, without prior notice or refund, if:

• required by law or regulation;
• required by third-party providers;
• your use creates legal, regulatory, operational, or reputational risk;
• you breach these Terms.

Upon permanent deletion of an organization, all associated data is irreversibly removed following standard retention periods.

8. Intellectual Property

All rights, title, and interest in the Service, including software, branding, and documentation, remain the exclusive property of IkarusHolds LLC.

You retain ownership of your content and grant us a limited, non-exclusive license to process such content solely for the purpose of operating and improving the Service.

9. Fees & Billing

Pricing, usage limits, and credits are described on the applicable pricing pages.

All fees are non-refundable, except where mandatory law requires otherwise.

10. Data Protection & Privacy

Personal data is processed in accordance with our Privacy Policy.

You represent and warrant that you have a lawful basis for all personal data processed through the Service and that such processing complies with applicable data protection laws.

11. No Legal or Regulatory Advice

The Service, its documentation, and related communications do not constitute legal, regulatory, or compliance advice.

You remain solely responsible for assessing and ensuring compliance with applicable laws and regulations.

12. Disclaimer of Warranties

The Service is provided “as is” and “as available”, without warranties of any kind, whether express or implied.

We do not warrant uninterrupted operation, error-free performance, or regulatory compliance.

13. Limitation of Liability

To the maximum extent permitted by law:

• IkarusHolds LLC shall not be liable for indirect, incidental, consequential, or punitive damages;
• we shall not be liable for loss of profits, revenue, data, or business opportunities;
• we shall not be liable for third-party claims arising from your use of the Service.

14. Indemnification

You agree to indemnify, defend, and hold harmless IkarusHolds LLC from any claims, damages, losses, fines, penalties, or expenses arising from:

• your use of the Service;
• your content or data;
• outbound communications;
• regulatory or third-party enforcement actions.

15. Governing Law & Jurisdiction

These Terms are governed by the laws of the State of Florida, United States, without regard to conflict-of-law principles.

You irrevocably submit to the exclusive jurisdiction of the state and federal courts located in Florida and waive any objection based on inconvenient forum.

Mandatory local rights, including GDPR rights where applicable, remain unaffected.

17. Entire Agreement

These Terms, together with the Privacy Policy, constitute the entire agreement between you and IkarusHolds LLC regarding the Service and supersede all prior agreements or representations.

18. Assignment

You may not assign these Terms without prior written consent. We may assign these Terms without notice.

19. Notices

All legal notices and communications must be sent to:

IkarusHolds LLC
Email: legal@texterz.ai

Notices are deemed delivered upon transmission by email.

20. Survival

Provisions relating to acceptable use, liability, indemnification, governing law, and severability survive termination.

Additional Disclaimers & Clarifications