("we" or "us") provides small businesses and organizations with a variety of software features and functionalities (individually, a "Feature" and collectively, the "Features"). This website (including any related sub-site, service, feature or functionality) (the "Site") and the Features are provided subject to these Website and Product Terms and Conditions of Use, as they may be amended by us, and any guidelines, rules or operating policies that we may post on this website, including, without limitation, our Privacy Statement, which are specifically incorporated herein by reference (collectively, the "Agreement"). We may amend this Agreement from time to time due to changes to the Site or the Features, to account for developments under the law, or for any other commercially reasonable reason determined by us in our own discretion. Future performance by us of our obligations under this Agreement is sufficient consideration for any such amendment. Any amendment will only become effective upon notification to you (by email or by posting on our Site) and, if you do not want to agree to any such amendment, you must stop using the Site and the Features and contact us to cancel your account. By checking the box next to the "Do you agree?" button on the sign-up page, by logging in to your account, by accessing the Site or by accessing any of the Features (including by means of any API interface), you accept this Agreement on behalf of yourself and any business or organization you represent (collectively, "you"). Any terms and conditions that may be contained in any acknowledgement, invoice, purchase order or other form you provide are specifically null and void.
Ability to Bind
The Site and the Features are available only to persons that can form legally binding contracts under applicable law. Without limiting the foregoing, the Site and the Features are not available to individuals under the age of 18 years. If you do not qualify, you are not permitted to use the Site or the Features. If you are using the Site or the Features on behalf of an organization, you represent and warrant that you have the ability to bind such organization by your use of the Site and the Features.
You agree to provide true, accurate, current and complete information about yourself and your organization, as applicable, as requested in the registration form and elsewhere on the Site, and agree to update such information if it changes.
We may permit you to authorize additional users to use your account. For purposes of this Agreement, you are the "Account Owner" and any other users you authorize will be deemed "Authorized Users." You will be responsible for each Authorized User’s use of your account and each Authorized User’s compliance with this Agreement.
, LLC reserves the right to send messages to you (either by email or on the Site) to inform you of (a) violations of this Agreement or actions relating to your privilege to access and use the Site or the Features, (b) changes or additions to the Site, the Features, this Agreement or the Fee Schedule (defined below), or (c) any other matter related to the Site, the Features or this Agreement. Nothing in this Form shall require or obligate us to send any notice if no notice is required or sanctioned elsewhere in this Agreement. You further agree that any Account Users or anyone else you authorize to use your account consents to such messages as well.
Once you have completed all application steps or exceeded any limits described on the applicable Payment Schedule (the "Payment Schedule"), you will be subject to fees in accordance with any applicable Payment Schedule. Applicable fees will be billed monthly, even if you are not actively using the Site or Features. The applicable Payment Schedule is subject to change at any time in our sole discretion, and if you do not agree to any such changes, you must contact us to cancel your account. We will use good faith efforts to notify you prior to any significant change to the applicable Payment Schedule, but you are responsible for reviewing the applicable Payment Schedule from time to time and remaining aware of the fees charged by us and any applicable discounts. You acknowledge and agree that our measurements are the definitive measurements for payment due and owed hereunder. Payment for the Features will be made in advance by a valid credit card accepted by us. If the monthly payment option is selected or if you have previously provided us with your credit card for payment, you hereby authorize us to charge your credit card for such amounts on a regular monthly basis beginning at the end of any applicable free trial period and continuing until such time as your account is terminated. If we are for any reason unable to effect automatic payment by credit card, we will attempt to notify you by email and your account may be disabled until payment is received.
If you use one of the Features of the Site to collect payments (a "Third Party Service"), you are responsible for the collection and administration of such payments and compliance with all applicable laws relating, including all applicable state or federal tax requirements. You further agree you are responsible for any refunds associated with any payments paid by you and not from any Features of the Site. You agree that you are responsible for accepting and abiding by the terms set forth by the Third Party Service and will not hold responsible for any payment exchange between the Third Party Service and your organization.
We collect and remit sales tax from our customers located in certain state and local jurisdictions, including those jurisdictions where software delivered as a service is taxable and where we maintain a physical presence. We determine your local taxing jurisdiction based on the billing address that you list in the "My Account" section of your account. Payments set forth in the applicable Payment Schedule do not take into account any taxes. You agree to be responsible for and to pay any sales, personal property, use, VAT, excise, withholding, or any other taxes that may be imposed, based on this Agreement, use or possession of the Site or the Features (except for taxes based on net income payable by us).
Notwithstanding anything set forth herein to the contrary, any disputes about any charges to you under this Agreement must be submitted to us in writing within 30 days of the date such charges are incurred. You agree to waive all disputes not brought within the 30 day period, and all such charges will be final and not subject to challenge.
You agree that you are the sole or designated "sender" of any message sent by you using the Site or Features. Similarly, for messages sent to email accounts, you are the sole person sending or causing or permitting the message to be sent by you using the Site or the Features. You agree that for any email message sent by you using the Site or the Features, (1) the "from" line of any email message sent by you using the Site or the Features will accurately and in a non-deceptive manner identify your organization, your product or your service, (2) the "subject" line of any email message sent by you using the Site or the Features will not contain any deceptive or misleading content regarding the overall subject matter of the email message.
Limitations on Use
You understand that not all messages sent through the use of the Site or the Features will be received by or will be capable of being viewed by their intended recipients. You further understand that delivery of messages by means of the Site or the Features may involve transmissions over various networks, and that the messages (including images and text) could be reformatted or otherwise revised to conform to the formatting or technical requirements of such networks. You also understand and agree that messages exceeding maximum character limitations may be trimmed, abbreviated, reduced or otherwise cut short.
You will not import or incorporate into any contact lists or other content you upload to our servers any of the following information: social security numbers, national insurance numbers, passwords, security credentials, or sensitive personal or health information of any kind.
You agree that you are solely responsible for your products and services, promotions, and deals, including any and all illnesses, claims, damages, liabilities, injuries, and costs suffered in respect thereto. You agree that you shall bear all costs to solicit and deliver your products and services, promotions, and deals, including any associated shipping, taxes and any other fees associated. You warrant that you hold all necessary governmental and third party licenses, approvals, authorizations and registrations necessary to offer your products and services, promotions, and deals, if any. You agree to provide your products and services, promotions, and deals in a safe and professional manner, consistent with the industry’s best practices and standards, including keeping reliable records. You further agree to provide contact information for any end-user questions, complaints or claims. You agree that you will be solely responsible for any and all statements and promises you make and for all user assistance, warranty and support of your products and services, promotions, and deals. You agree to refrain from false or misleading advertising, promotions or sales efforts and practices in connection with your use of the Site or the Features.
You hereby agree to defend, indemnify and hold harmless us and our business partners, third-party suppliers and providers, members of our Network, account providers, licensors, officers, directors, employees, distributors and agents from and against any damages, losses, liabilities, penalties, settlements and expenses (including costs and reasonable attorneys' fees) in connection with any claim or action that (a) arises from any actual or alleged breach by you of this Agreement; (b) arises from your customer information, including the content or effects of any messages you distribute, events you host, surveys you administer, social media campaigns you publish, promotions or deals you offer, donations you collect or products or services you sell (including, without limitation, claims relating to violations of law, false advertising, injuries, illness, damages, death, taxes, fulfillment, breach of offer terms, defective products or services or unclaimed property); (c) arises from your provision of incomplete or inaccurate information to your subscribers or customers; (d) arises from your use of any Third Party Service (as defined below); or (f) otherwise arises from or relates to your use of the Site or the Features. You agree to provide us with prompt written notice in the event of any such claims or actions. In addition, you acknowledge and agree that we have the right to seek damages when you use the Site or the Features for unlawful purposes, in an unlawful manner, or in a manner inconsistent with the terms of this Agreement, and that such damages may include, without limitation, direct, indirect, special, incidental, cover, reliance and/or consequential damages. In the event that we are required to respond to a third party or law enforcement subpoena or court order that is related to your use of the Site or the Features, we may, in our sole discretion, require you to reimburse us for our reasonable expenses associated with complying with such subpoena or order.
No rights in software
This is an Agreement for services and access to the Site, and, except as expressly set forth herein, you are not granted a license to any software by this Agreement and nothing on the Site shall be construed to confer any grant or license of any intellectual property rights, whether by estoppel, by implication, or otherwise. You will not, directly or indirectly, reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of, or found at or through the Site or the Features or any software, documentation, or data related to the Site or the Features ("Software"); remove any proprietary notices or labels from the Site or the Features or any Software; modify, translate, or create derivative works based on the Site or the Features or any Software; or copy, distribute, pledge, assign, or otherwise transfer or encumber rights to the Site or the Features or any Software. If you are using the Site or the Features in any jurisdiction which restricts the ability of a software provider to restrict your right to reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Site, the Software or the Features, then you hereby covenant that, prior to engaging in such activities, you will first request that we perform such work at our standard professional services rates. We can then decide either: (a) to perform the work in order to achieve such interoperability and charge our then standard rates for such work to you; (b) to permit you to reverse engineer parts of the Software in order to obtain such source code, but only to the extent necessary to achieve such interoperability; or (c) to provide you with the information that you need regarding the Software for the purpose for which applicable law permits you to engage in such activities despite a contractual prohibition on such activities.
You hereby represent and warrant that you are not a Restricted Person. For purposes of this Agreement, you are a "Restricted Person" if you or any officer, director, or controlling shareholder or member of the entity on behalf of which you are using the Site or the Features is (a) a national of or an entity existing under the laws of any country with which U.S. persons are prohibited from engaging in transactions, as may be determined from time to time by the U.S. Treasury Department; (b) designated as a Specially Designated National or institution of primary money laundering concern by the U.S. Treasury Department; (c) listed on the Denied Persons List or Entity List by the U.S. Commerce Department; (d) engaged in nuclear, missile, chemical or biological weapons activities to which U.S. persons may not contribute without a U.S. Government license; or (e) owned, controlled, or acting on behalf of a Restricted Person. If you become a Restricted Person during the term of this Agreement, you shall notify us within 24 hours, and we shall have the right to terminate any further obligations to you, effective immediately and with no further liability to you; provided, however, for the avoidance of doubt, you will remain liable to us for any outstanding obligations hereunder. You agree that you shall not utilize the Site or the Features to conduct or facilitate any transaction with any Restricted Person, except as may be expressly authorized in advance in writing by the U.S. Government. You may not remove or export from the United States or allow the export or re-export of the Site or the Features, or any direct product thereof, including technical data, in violation of any restrictions, laws, or regulations of the United States or any other applicable country.
For every document or message sent or distributed via the Features, you agree that we may add a link to our Site and a statement or small logo in the footer or other similar location that does not unreasonably obscure the message.
Compliance with State Laws
and its Features shall only be used for lawful purposes and you shall use the Site and the Features in compliance with this agreement and any local state or federal laws in which you operate the Site, including but not limited to, the employee tracking Feature of the Site.
Although we have no obligation to monitor the content provided by you or your use of the Site or the Features, we may do so and reserve the right to block any messages, remove any content, promotions, deals or business content, or prohibit any use of the Site or the Features that we believe may be in violation of the provision of this Agreement.
Information and Content
You are solely responsible for the accuracy, quality, integrity, legality, reliability and appropriateness of all customer information, and you are responsible for maintaining, securing and storing all customer information in accordance with applicable law and any contractual obligations you may have. To the extent permitted by applicable law, we may make and preserve copies of all customer information as necessary to provide the Site or the Features and for internal back-up and other legal or regulatory purposes.
reserves all rights to any information stored on our servers and networks. The rights you grant in this license are for the limited purposes of operating, promoting, protecting, enabling and improving our services. Access rights enable services including email delivery, text message delivery, address book management, Online payments and any services that connect stored data with endpoint functions.
Username and Password
You are responsible for maintaining the security of your account, passwords and files (including the passwords and files that your Authorized Users, if any, have access to) and any Accounts. We will accept only instructions from the individual who claims to be authorized to direct changes to your account so long as such person presents the Account Owner username and password or provides other appropriate account identifying information, as determined by us in our sole discretion, by email or by phone. We have no knowledge of your organizational structure, if you are registering for the Features as an organization, or your personal relationships. You will be solely responsible and liable for any activity that occurs under your username and the activities of your Authorized Users, if any, and we shall not be responsible for the actions of any individuals who misuse or misappropriate your contact lists or other assets using your username and password or other appropriate account identifying information. You agree to notify us immediately of any unauthorized use of your account or any other breach of security.
You are responsible for making frequent backup copies of your Customer Information, including your contact lists. will perform comprehensive backups for various purposes and services.
YOU EXPRESSLY AGREE THAT THE SITE AND THE FEATURES (INCLUDING ANY CUSTOM SERVICES OFFERINGS) ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. USE OF THE SITE OR THE FEATURES AND ANY RELIANCE BY YOU UPON THE SITE OR THE FEATURES, INCLUDING ANY ACTION TAKEN BY YOU BECAUSE OF SUCH USE OR RELIANCE, IS AT YOUR SOLE RISK. WE DO NOT WARRANT THAT THE USE OF THE SITE OR THE FEATURES WILL BE UNINTERRUPTED OR ERROR FREE, NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SAME.
WE SHALL HAVE NO LIABILITY OF ANY NATURE WHATSOEVER FOR YOUR COMPLIANCE WITH OR BREACH OF ANY LICENSE OR TERMS AND CONDITIONS OF ANY THIRD PARTIES OR THIRD PARTY SERVICES.
WE DO NOT ENDORSE AND ARE NOT RESPONSIBLE FOR (a) THE ACCURACY OR RELIABILITY OF ANY THIRD PARTY CONTENT, OPINION, ADVICE OR STATEMENT MADE BY ANYONE OTHER THAN US, OR (b) ANY EVENT HOSTED, DONATION SOLICITED, THE RESULTS OF ANY SURVEY, OR ANY PRODUCT OR SERVICE PURCHASED OR OTHERWISE OBTAINED FROM ANY THIRD PARTY, INCLUDING OUR CUSTOMERS.
NO CLAIM MAY BE ASSERTED BY YOU AGAINST US MORE THAN 12 MONTHS AFTER THE DATE OF THE CAUSE OF ACTION UNDERLYING SUCH CLAIM. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY FAILURE OR NONPERFORMANCE OF THE SITE OR THE FEATURES SHALL BE FOR US TO USE COMMERCIALLY REASONABLE EFFORTS TO ADJUST OR REPAIR THE SITE OR THE FEATURES.
TO THE EXTENT THE LAW PERMITS, YOU RELEASE US FROM ANY CLAIMS OR LIABILITY RELATED TO (a) ANY CONTENT POSTED ON YOUR SITE OR IN ANY MATERIALS YOU SEND USING THE SITE OR THE FEATURES, (b) THE CONDUCT OF ANY OTHER CUSTOMERS OF OURS OR THEIR RESPECTIVE SUBSCRIBERS AND (c) ANY PROBLEMS THAT MAY ARISE FROM ANY REMOTE ACCESS TO YOUR COMPUTERS OR OTHER SYSTEMS YOU PROVIDE TO OUR PERSONNEL OR AGENTS FOR THE PURPOSE OF TROUBLESHOOTING ISSUES. YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 (IF YOU ARE A CALIFORNIA RESIDENT), AND ANY SIMILAR PROVISION IN ANY OTHER JURISDICTION (IF YOU ARE A RESIDENT OF SUCH JURISDICTION).
You may terminate your account at any time by calling the number on the home Site. Except as specifically noted in writing, there are no refunds for any fees paid to . YOU ARE SOLELY RESPONSIBLE FOR TERMINATING YOUR ACCOUNT AND THIS AGREEMENT. WE ARE NOT RESPONSIBLE FOR YOUR FAILURE TO PROPERLY TERMINATE YOUR ACCOUNT AND THIS AGREEMENT OR FOR ANY CREDIT CARD OR OTHER CHARGES OR FEES YOU INCUR AS A RESULT OF YOUR FAILURE TO PROPERLY TERMINATE YOUR ACCOUNT AND THIS AGREEMENT.
We may, in our sole discretion, terminate your account or your access to or use of the Site or the Features, disable your account or access to the Site or the Features, remove all or a portion of your Customer Information or data, cancel or suspend any of your promotions or deals, or put your account on inactive status, in each case at any time, with or without cause, with or without notice and without refund. If your account is classified (at our sole discretion) as inactive for over 120 days, we reserve the right to permanently delete any of your Customer Information or data. Upon termination of your account by you or by us, this Agreement, except for your obligations under the Indemnification Provision above, and any rights or licenses granted to you shall immediately terminate.
Limitation of Liability
EXCEPT WITH RESPECT TO DEATH OR PERSONAL INJURY DUE TO THE NEGLIGENCE OF TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL OR ANY OF ITS UNDERLYING SERVICE PROVIDERS, BUSINESS PARTNERS, THIRD PARTY SUPPLIERS AND PROVIDERS AND MEMBERS OF OUR NETWORK, ACCOUNT PROVIDERS, LICENSORS, OFFICERS, DIRECTORS, EMPLOYEES, DISTRIBUTORS OR AGENTS (COLLECTIVELY REFERRED TO FOR PURPOSES OF THIS SECTION AS "") BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY MONEY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES, EVEN IF SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY, AND REGARDLESS OF THE FORM OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE), THE MAXIMUM AGGREGATE LIABILITY OF TO YOU ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE APPLICABLE PRODUCT IN THE 12 MONTHS PRIOR TO THE ACCRUAL OF THE APPLICABLE CLAIM, LESS ANY DAMAGES PREVIOUSLY PAID BY TO YOU IN THAT 12 MONTH PERIOD. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.
You agree that we have has set our prices and entered into this Agreement in reliance upon the disclaimers of warranty and the limitations of liability set forth herein, that they reflect an allocation of risk between the parties (including the risk that a contract remedy may fail of its essential purpose and cause consequential loss), and that they form an essential basis of the bargain between the parties.
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