Terms of Use / Service Agreement
The UmailEmail CRM tool is designed for use in a permission-based environment only. It is designed to enhance and enable existing relationships by providing the tools and resources necessary to manage Web-based marketing and communication campaigns. UmailEmail does not condone or tolerate the use of the tool for "spam" campaigns. UmailEmail defines spam as "any distribution of unsolicited email messages where the recipient objects to the content of the message or to the receipt of the message itself." UmailEmail also prohibits using the tool for any unlawful purpose, to harass or threaten any individual or entity, to email copyrighted material, to impersonate another person, to encourage any violation of the law and sending material that could be considered offensive, such as sexually explicit images or material, blatant expressions of bigotry or hatred, and profanity. UmailEmail reserves the right to immediately terminate all mail privileges upon discovery or complaint of spam-related activity (see Anti-Spam Policy) or any other prohibited practice.
The UmailEmail tool merely facilitates a flexible communications process, and UmailEmail assumes no responsibility for the success or failure of a mailer's email campaign. No refunds or credits will be provided for CRM activities that do not meet the expectations of the mailer. UmailEmail will never share, sell, or rent individual personal information without advance permission or unless ordered by a court of law. Confidential information submitted via email and the UmailEmail interface is strictly managed by authorized staff in accordance with the UmailEmail Privacy Policy. By checking the "I understand the terms of use" field on the registration page, the user understands and accepts the UmailEmail Terms of Use / Service Agreement.
For the purposes of this joint Terms of Use / Service Agreement document, UmailEmail will be referred to as the “Servicer” and registered users will be referred to as the “Customer.”
1. Services
a. UmailEmail services are provided subject to this Agreement, as it may be amended by Servicer, and any guidelines, rules, or operating policies that Servicer may establish and post at Servicer’s discretion (the "Agreement"). By posting updated versions of the Agreement at the UmailEmail.com Web site, or otherwise providing notice to Customer, Servicer may modify the terms of the Agreement and may discontinue or revise any or all other aspects of the Services at its sole discretion. All such changes shall become effective upon posting of the revised Agreement on the UmailEmail Web site.
b. UmailEmail is available only to persons who can form legally binding contracts under applicable law. Without limiting the foregoing, the services are not available to individuals under the age of 18. If a potential Customer does not qualify, the use of UmailEmail is prohibited by law.
c. UmailEmail enables non-profit organizations, corporations, small businesses, institutions, community organizations, and others to recruit Web site visitors, collect and retrieve visitor sign-up data, and develop and execute email communications with visitors and other targeted prospects.
d. Both the number of email messages sent and the size of each particular email sent (in kilobytes) are metered by the Servicer. UmailEmail plans allow Customers to send an unlimited number of email messages per month, with an unlimited size (in kilobytes) per email. Each of the UmailEmail plans charge a fixed rate per email message sent. Each email message sent that exceeds a selected plan's maximum allowable email size (in kilobytes) will be charged at a fixed rate per extra kilobyte, in accordance with the UmailEmail pricing schedule.
e. With the exception of the 'No Commitment plan, all UmailEmail accounts are subject to monthly membership fees. The 'No Commitment plan is subject to a one-time activation fee. "Full-service" campaign management services are subject to fees determined on a separate project basis. Access to UmailEmail services is enabled when initial payment is received. Activation and membership fees are billed immediately upon registration, according to the pricing schedule provided by Servicer, unless alternate billing arrangements have been agreed to in writing by the Customer and an authorized representative of the Servicer. Costs per email and per extra kilobyte are assessed on a monthly basis based on usage. The pricing schedule, including activation fees, membership fees, cost per email charges, and extra kilobyte per email charges, is subject to change at any time. All fees paid to the Servicer for UmailEmail are non-refundable, unless the account is terminated by the Servicer for a reason other than violation of the Servicer’s Anti-Spam policy or this Agreement. Payment for services will be made by a valid credit card accepted by the Servicer, unless other payment arrangements have been made in writing between the Customer and an authorized representative of the Servicer. Customer hereby authorizes the Servicer to charge the approved Customer credit card upon registration for activation or membership fees. Thereafter, all usage charges will be billed to the approved Customer credit card on a monthly basis at the plan's subscription date anniversary. Account balances less than $10 will be accrued toward the following month's balance. Alternatively, the approved Customer credit card will be billed upon specific Customer request or termination of the Customer account. Customer may upgrade UmailEmail plans at any time to allow increased email volume and/or kilobyte size. In such cases, Customer authorizes Servicer to charge the approved Customer credit card, on the day of the upgrade, the difference between the base level of service and the new level of service. Plan downgrades may be requested at any time, but will take effect at the plan's next billing cycle. All fees and charges are assessed in US dollars. If Servicer is for any reason unable to effect automatic payment via credit card, Customer will be notified via email and the UmailEmail account will be disabled until payment is received. Monthly usage charges may vary based upon number and size of emails sent. Customer is responsible for selecting the UmailEmail plan that is most appropriate for their particular needs.
f. The Customer must complete the registration form on the UmailEmail sign-up page in order to use the services. The Customer will provide true, accurate, current, and complete information as requested in the registration form. As part of the registration process, the Customer will submit an email address and password for their UmailEmail account. The Customer is responsible for maintaining the user names, passwords, files, and all uses of their UmailEmail account(s).
g. The Customer may terminate this Agreement at any time by sending an email message to administrator@umailemail.com or by sending written notice to Servicer at: UmailEmail, 24 West 40th Street, 2nd Floor, New York, NY 10018 USA. Correspondence must include the Customer’s first name, last name, and UmailEmail username. No refunds will be issued if this Agreement is terminated.
h. The Servicer may terminate this Agreement or the UmailEmail services at any time with or without cause, and with or without notice. Upon termination by Servicer for reason other than violation of the Anti-Spam Policy or other violation of this agreement, Servicer will provide the Customer a proportionate refund of the advance payment received for the current monthly or yearly period, based on the number of days remaining in the month/year following the date of termination. Except for such refund, Servicer shall have no liability to the Customer or any third party because of such termination. If the Servicer terminates this Agreement because of an anti-spamming violation, no refund will be issued.
i. Servicer may delete any archived Customer data within 30 days of the date of termination. All clauses of this Agreement which maintain scope beyond termination will be enforceable beyond termination including, without limitation, ownership, warranty disclaimers, and limitations of liability.
j. If the Customer does not log into a registered account for longer than 100 days, the account will be classified as inactive. When an account is classified as inactive, Servicer will notify the Customer via email. Upon email notification, inactive accounts have a 30-day period to regain active status or the account and its data may be permanently removed from the Servicer’s database.
2. Use Limitations
Customer and Servicer hereby respectively agree to keep in strictest confidence and not use for itself or disclose to any third party any confidential and proprietary information disclosed by the other party during the course of their dealings with each other, except as herein provided. Such confidential and proprietary information may be disclosed only to the employees of the recipient who reasonably require access to such information for the purpose for which it was disclosed hereunder and who have secrecy obligations to the recipient. Each party hereby recognizes as the exclusive property of the other all proprietary and confidential information disclosed to it by the other party. Customer and Servicer shall advise each other orally or in writing whether any information being disclosed by it is proprietary and/or confidential. To the extent possible, all confidential and proprietary information which is subject to the terms and conditions of this Agreement shall be marked by the disclosing party as "confidential." Proprietary and/or confidential information disclosed orally shall be confirmed as such in writing to the receiving party within ten (10) days after such disclosure. For the purposes of this Agreement, confidential and proprietary information shall include, but not be limited to, trade secrets, processes, writings, data, know-how, improvements, customer and Customer lists, financial information, business plans or projections, and any modifications or enhancements to any of the above. The foregoing definition of confidential and proprietary information shall not be construed as an obligation of any party to this Agreement to disclose such information. Confidential and proprietary information shall not include information which is or becomes generally known to and available for use by the public other than as a result of recipient's acts or omissions to act.
3. Scope of License
a. This is a Terms of Use and Service Agreement for UmailEmail, and the Customer is not granted a license to any software by this Agreement. The Customer 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 services or any software, documentation, or data related to the services; remove any proprietary notices or labels from the services or any software; modify, translate, or create derivative works based on the services or any software; or copy, distribute, pledge, assign, or otherwise transfer or encumber rights to the services or any software.
b. The Customer acknowledges and agrees that UmailEmail and the Servicer company names and logos and all related product and service names, design marks and slogans, are the property of the Servicer. The Customer is not authorized to use any of the trademarks or copyrights in advertising, publicity, or any other commercial manner without the prior written consent of the Servicer. Customer use of the services confers no title or ownership in UmailEmail, the related software, or the trademarks and copyrights, and is not a sale of any rights in UmailEmail, the software, or the trademarks and copyrights. All UmailEmail ownership rights remain with the Servicer. Any other trademarks, product names, and company names or logos cited herein are the property of their respective owners. The content of the UmailEmail site is protected by copyright laws under both United States and foreign laws. Unauthorized use of site content may violate copyright, trademark, and other laws.
c. The Customer represents, covenants, and warrants that use of the UmailEmail services will be in compliance with this Agreement and all applicable laws (including but not limited to policies and laws related to spamming, privacy, obscenity, or defamation). The Customer agrees not to access or otherwise use third party mailing lists in connection with preparing or distributing unsolicited e-mail to any third party. Although Servicer has no obligation to monitor the content provided by the Customer or Customer’s use of the services, Servicer may do so and may remove any such content or prohibit any use of the services it believes may be (or is alleged to be) in violation of the foregoing.
d. UmailEmail may only be used for lawful purposes. Transmission or solicitation of any material that violates United States federal, state, or other laws that may apply in this jurisdiction or your local area or the area where the recipient of any communication may reside is prohibited. This may include material that is obscene, threatening, harassing, libelous, or in any way a violation of intellectual property laws or a third party's intellectual property rights.
e. In using the varied features of UmailEmail, the Customer may provide information (such as name, contact information, or other registration information) to the Servicer. Servicer may use this information and any technical information about Customer use of the services to tailor its presentations to the Customer, facilitate Customer movement through the services,or communicate separately with the Customer.
f. The Servicer will not use Customer lists or any other Customer information for any purposes other than those intended with the UmailEmail service. Customer information will not be shared with any unauthorized parties, and the Servicer agrees not use Customer information for the purpose of sending unsolicited commercial email. The Servicer may use aggregate information about users of its services and products in its promotional materials or for other purposes and may list Customer in any customer list or similar document as provided in Paragraph 9 below.
g. The Customer will adopt and maintain the Privacy Statement, which may be modified by the Servicer and posted on the UmailEmail Web site at the Servicer’s discretion.
4. Disclaimer of Warranty
Use of the services and any reliance by the Customer upon the services, including any action taken because of such use or reliance, is at the sole risk of the Customer. Servicer does not warrant that the services will be uninterrupted or error-free, nor does it make any warranty as to the results that may be obtained from use of the services. The services are provided "as is" and Servicer disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and no infringement.
5. Limitation of Liability
In no event shall Servicer or any of its officers, directors, employees, agents or subcontractors be liable for any form of indirect, special, incidental, or consequential damages (including, without limitation, loss of use or lost business, revenue, profits or goodwill) arising in connection with this Agreement, the attachments, and/or the services, under any legal claim of tort, contract, strict liability, negligence or otherwise, even if Servicer, its officers, directors, employees, agents or subcontractors have been advised, knew or should have known of the possibility of such damages. In no event shall any damages which may be assessed upon Servicer for any reason exceed the charges of the service which was the basis for the claim. Any action against Servicer must be commenced within one (1) year from the date the cause of action arose. Except as otherwise provided herein, Servicer shall not be liable to Customer or any third party for loss or damage due to delays, inaccuracies, errors, omissions, or other failures, whether due to causes within or beyond Servicer's control.
6. Indemnification
Customer will defend, protect, indemnify and hold Servicer, its officers, directors, employees and agents harmless from and against any and all claims, damages, liabilities, obligations, losses, deficiencies, penalties, judgments, costs, disbursements, and expenses of any kind or nature (including without limitation, reasonable fees and disbursements of legal counsel of Servicer's choice and amounts paid or agreed to be paid in settlement of any claim action, suit, proceeding or investigation) resulting from, arising out of, related or attributable to the services to be provided to Customer by Servicer hereunder In addition to and without any limitation to the foregoing, Customer will defend, protect, indemnify and hold Servicer, its officers, directors, employees and agents harmless from and against any and all claims, damages, liabilities, obligations, losses, deficiencies, penalties, judgments, costs, disbursements, and expenses of any kind or nature (including without limitation, reasonable fees and disbursements of legal counsel of Servicer's choice and amounts paid or agreed to be paid in settlement of any claim action, suit, proceeding or investigation) resulting from, arising out of, related or attributable to Customers use of the services or the content of any communication sent by Customer using the services. It is specifically noted that damages may include loss of business resulting from negative publicity or actions of any other parties, including judicial or regulatory authorities.
7. Assignment
This Agreement may not be assigned or transferred by Customer, in whole or in part, either voluntarily or by operation of law, without the prior written consent of the Servicer.
8. Notices
All notices required by or relating to this Agreement shall be in writing and sent to the parties at their physical address or e-mail account as set forth below, unless changed from time to time, in which event such party shall so notify the other in writing of such change. All such notices shall be delivered via electronic mail, personally, courier service, or certified mail, and addressed to the Servicer as follows: UmailEmail, 24 West 40th Street, 2nd Floor, New York, NY 10018 USA.
9. Data Rights
Servicer may gather and use statistical information in association with the services provided hereunder. Servicer may generally disclose to news media and others the fact that Customer is using the services of Servicer hereunder, provided that such disclosure shall not suggest that Customer endorses the Servicer or the services they provide.
10.Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to the principles of conflict of laws. If any provision of this Agreement shall be determined by any court of competent jurisdiction to be unenforceable or otherwise invalid as written, the same shall be enforced and validated to the extent permitted by law. The illegality or unenforceability of any provision of this Agreement shall not affect the validity and enforceability, in whole or in part, of any other provision of this Agreement.
12. Entire Agreement
This Agreement constitutes the entire agreement between the parties and supercedes all prior agreements and understandings, oral and written, between the parties with respect to this subject. No agency, partnership, joint venture, employment, or binding relationship is created as a result of the Agreement.
13. Waiver
No waiver by a party of any breach of any provision of this Agreement shall constitute a waiver of any other breach of that or any other provision of this Agreement. Delay or failure to exercise any right or remedy shall not be deemed a waiver of that right or remedy.
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