The Terms of Use (the "Terms") are to accompany the Subscription Agreement that has been executed between you and SENDR INC. (hereinafter "SENDR", "we", "us"). You accept the Terms on behalf of the entity of which you are a authorized representative of (the "Company") (together with its Affiliates) by either: (a) physically or electronically signing the Subscription Agreement; or (b) purchasing and using the Services provided by us on behalf of the Company.
The Services (as defined below) provided by us are subject to the Terms outlined in this Agreement. We may from time to time amend the Terms at its own discretion by (a) emailing you a copy of the updated Terms, and/or (b) making the updated Agreement available to you on our website.
By Continuing to use our services, you are deemed to have accepted such amendments to this Agreement that had been made available to you by either email or through our website. Otherwise, this Agreement shall not be amended except in writing, signed by both parties.
It should be noted, that the executed Subscription Agreement is expressly incorporated herein (Subscription Agreement), and which in conjunction with the Terms and Conditions referred to herein, comprise the Agreement between the you and SENDR in its entirety. In the event the Terms conflict with the Subscription Agreement, the Subscription Agreement shall supersede the Terms put forth in this Agreement.
Through its platform and network of web properties, we provide you with access to email marketing and messaging services; collectively referred to as "Services". The Services, including additions to the platform or enhancements of new or existing features are hereby subject to these Terms.
You agree that only you are provided the right to the Service and hereby agree that you or your Company will not resell the use of the Services.
Your privacy is important to us. Please review our Privacy Policy for information on how we collect, use, and disclose your content, data, and personal information.
While using our Service, we will store your data on active accounts for up to six (6) months. This will include data in regards to email campaigns sent, data analytics resulting from each sent campaign, contact details, and email list data. We promise to maintain administrative and technical safeguards in place to protect the security, confidentiality, and integrity of your data. You acknowledge that SENDR from time to time make revisions and adjustments to its practices and limitations concerning storage of messages, at any time, and that a notification of any such change will either be (a) made available/posted on SENDR's website, and/or (b) be communicated by email to an email address provided by you. You further agree that data storage is provided as a convenience to and that SENDR and its parent(s), partner(s), subsidiary(ies), and affiliate(s) (the "Group") have no responsibility, or be whatsoever liable for the deletion of, loss of, disclosure of, or failure to store, any data that is transmitted/handled by SENDR.
You agree to remit payment for all charges that result from the use of the Services provided by SENDR. All applicable charges will be subject to the terms that have been specified in the SubscriptionAgreement. SENDR reserves the right at its own discretion to change the pricing structure, pricing formula, and payment terms (the "Pricing") which will be enforced on you, unless you have executed a specific Subscription Agreement with SENDR. The changes to Pricing will either be made available through or distributed to you on our website or by email. The continued use of the Services, or the non-termination of the account after the Pricing revisions, constitutes your acceptance of the modifications made.
Service charges may include: activation, recurring subscription, platform, and overage fees. All fees are due on receipt, with platform and recurring subscription fee due on the first day of each month. Overage usage charges are to be assessed at month-end, calculated using the overage rate outlined in the Subscription Agreement. All fees/charges are completely nonrefundable. Overage usage is the email volume that is in excess of the allowable email volume that is agreed upon in the Subscription Agreement. The overage charge is to be calculated on a per email basis. Any allowable email volume that is unused at the end of each usage period is non transferable from month to month, and is deemed to be forfeited.
Payment for the Services used by you must be remitted by the payment method specified in the Subscription Agreement. If no method is specified, payment may be remitted by either credit card or wire transfer. All Charges are to be paid on a monthly basis in the currency in which they are billed. A failure to pay the charges is a material breach of this Agreement and grounds for termination by SENDR. If the elected method for remitting your payment is with the use of credit card, and in the event that payment is not received by SENDR from the card issuer or its agent, for whatsoever reason, you agree to pay all outstanding amounts due upon demand by SENDR. For each event resulting in the use of the Services (whether direct or indirect), you agree and reaffirm that SENDR is authorized to charge the credit card you have provided to be on file. You also agree that SENDR may (at its option) accumulate charges incurred during the billing period and submit them for processing as one or more aggregate charges either during or at the end of each billing period. In addition to the Terms listed above, you also agree to allow SENDR to process charges for the Services provided each month, without further authorization from you, unless provided with notice specifying that you have terminated authorization, or you wish to change the credit card details on file. Such notices are not to affect the charges that have been processed or are to be processed with in the current billing period. To facilitate the change in credit card details without any errors, it is the policy of SENDR that all changes are communicated 30 days prior to the billing period in which the change is to take effect. Failure to use your account and (which includes the Services) will not be deemed as a basis for refusing to remit payment for any charges that have been assessed by SENDR in accordance with the Subscription Agreement.
All charges assessed by SENDR will be exclusive of Value Added Tax ("VAT"), or any other sales tax, except for those required by law. Businesses that are considered to be active Canadian businesses, or individuals that reside in Canada, are subject to GST/HST as applicable. If you are not considered to be an active Canadian business, nor a resident, the place of residency will be deemed not to be in Canada unless SENDR is notified otherwise. In the event that there is a change to your residential status, you are to notify SENDR in writing of the change while specifying the effective date. You should be aware that any business that holds an active GST/HST number with the Canada Revenue Agency ("CRA) is deemed to be an active Canadian business. For further details, please refer to the CRA guidelines.
You are responsible for the confidentiality of your login credentials, and for the safekeeping of your account username and password. You also agree that you are responsible for any account that you have access to and the activity occurring in such account(s), whether or not you authorize such activity. In the event that there is a breach in security of your account, you agree to immediately notify SENDR of any unauthorized use of your account. SENDR is not to be held liable for any losses that you may incur as a result of use by an authorized or unauthorized agent of the Company. SENDR may however hold you liable for any losses incurred as a result of someone else gaining access to your account. You may not at any point in time use anyone else's account without first receiving a written consent provided by the account holder and the approval from SENDR regarding such an event. It is recommended that the you regularly change/update the account password to maximize account security and prevent any unauthorized access.
You, as an authorized agent of the Company represent and warrant that you are at least eighteen (18) years of age or, as applicable, the age of majority in the state or province in which you reside. You also confirm that as an authorized agent,, you warrant that you have the authority to legally bind the Company into this Agreement. You also agree to be financially responsible for the use of the Services (as well for the use of the account by others as outlined in paragraph 8 of this Agreement) and to comply with your responsibilities and obligations as stated in these Terms.
By using the Services provided by SENDR, you agree to not use the Services for any purposes that are considered to be unlawful or prohibited by these Terms and any other notices. You may not use the Services in any manner that could result in damaging, disabling, or impairing SENDR's reputation, servers and/or its network.
You agree to not attempt to gain unauthorized access to any Services, accounts, computer systems or networks connected to SENDR's servers, as a whole referred to as the " Systems Infrastructure" of SENDR. It is also implied in these Terms that you will not use or register the name SENDR or any of its other trade name(s) or trademark(s) of first receiving a written consent from SENDR.
The information submitted by your account for transmitting on SENDR's Systems Infrastructure and network are for lawful purposes only, and that the transmission of emails or files is not in violation of any federal, state or provincial laws including, but not limited to, encouraging conduct that would otherwise constitute a criminal offense, infringe the rights of third party, give rise to civil liability or violate any federal, state, provincial or local laws. It is prohibited and in violation of the Terms of this agreement if the Services are used to upload, post, reproduce or distribute, in any way or form, any information, data, personal information, software, content or other materials (collectively referred to as "Content") that are protected by copyright or any other intellectual property rights without first obtaining written consent warranting the right to use by the legal owners of the Content, material or intellectual property holders. Furthermore, you agree to comply with laws, regulations, or conventions including those related to email marketing, anti-spam, anti-phishing, data privacy, international communications, and export of technical or personal data.
For any Content that is transmitted through the Services/Systems Infrastructure of SENDR, you take full responsibility for, and agree and acknowledge that you are the creator of all Content, and that SNEDR INC. is not the author or publisher of any Content and that SENDR does not rent or sell lists of any kind. You agree that SENDR is simply responsible for acting as a passive conductor allowing for you to send and receive information of your own choosing.
SENDR prohibits the use of its Services or web sites by any person or entity that, encourages, promotes, provides, sells or offers to sell products/services or content relating to illegal or fraudulent activities: including, but not limited to, illegal drugs; pirated computer programs; instructions on how to assemble or otherwise make bombs, grenades or other weapons; material that exploits children, encourages violence, spam, obscenity/sexually explicit, and similar activities. This is not an exhaustive list, and SENDR at its sole discretion, may determine whether your use is prohibited and its determination shall be final, binding and conclusive for all purposes under this Agreement. SENDR will terminate your use of its Services if it is determined such prohibited content or use is in violation of this Agreement. Any information stored on SENDR's servers or its Systems Infrastructure is deemed to be unlawful or in contravention of this Agreement, or legal and regulatory requirements, may be deleted at any time by SENR without notice. SENDR reserves the right to remove any image, which contravenes this Agreement without any notice to you.
SENDR does not endorse the accuracy, or reliability or any opinion, advice or statement made by you through its Services. SENDR will not assume any liability for any harassing, offensive or obscene/sexually explicit material distributed through the Services by you, or by a user of your account. Furthermore, SENDR is not liable for any content or material that is distributed by you on our Systems Infrastructure, which is deemed to be in violation of any third party's copyright or other intellectual property rights. SENDR will not assume liability for claims concerning unsolicited emails sent by you or others through your account including, as applicable, but not limited to the Personal Information Protection and Electronic Documents Act, S.C. 2000, c.5, as amended, (PIPERDA*), and the CANSPAM Act*. You agree and warrant to allow SENDR to at all times to disclose any information that it deems necessary to satisfy any applicable law, regulation, legal process or requests made by governmental agencies. You also agree that SENDR reserves the right to, but not in any form is obligated to, review the content of any of your messages or data that is stored on your account to ensure compliance with the Terms that have been set forth in this Agreement, other legal requirements or upon receiving a complaint in relation to your account. Furthermore, SENDR reserves the right to take any other actions with respect to its Services, that it deems necessary or appropriate in its sole discretion, if it is the belief of tSENDR that your content or your usage of its Services may create a liability for SENDR or others, compromise or disrupt the services for you or other Customers, or cause strain between SENDR and its suppliers/partners. You agree to indemnify and hold SENDR (and its Affiliates) and its agents, business associates, resellers, licensors, and suppliers (collectively referred to as, Suppliers) harmless from any and all direct or indirect claims, losses, damages, judgments and expenses arising out of your use of its Services, your violations of the Terms, and the delivery of any (but not limited to) content, messages, material, documents, and/or software while using the Services or any of the offerings on SENDR's Systems Infrastructure; this inclusive of any infringement of trademarks or copyrights that occur by you, and/or agents of your company, or by anyone that is able to access your account.
You agree to respect our proprietary rights in the Services provided by SENDR and the software used to provide them. These proprietary rights include, but are not limited to: patents, trademarks, service marks, trade secrets, copyrights, and any other intellectual property that is owned or developed by SENDR. Prior to the use of any brand assets, you must consult SENDR and receive written consent warranting the use of its assets for distribution.
You represent and warrant that you are the rightful owner of or have received permission to use all of the Content that is submitted/uploaded to SENDR or its Systems Infrastructure in the course of using its Services. You will retain ownership of the Content that you upload on to the Services and Systems Infrastructure. We may use or disclose your Content, inclusive of personal data, only as outlined by Terms of this Agreement and those in our Privacy Policy.
The transmission of unsolicited emails is regulated under the CAN-SPAM ACT* in the United States and Canada, and may also be under regulation by other countries, states, provinces and/or jurisdictions. Unsolicited marketing in violation of such laws through the Services is prohibited and is considered a material breach of this Agreement and its Terms.
To the maximum extent that is permitted by law, you agree to assume full responsibility for any losses that result from the use of the Services or the Systems Infrastructure, including any downloads from the Services. You agree to not hold SENDR, its employees, Affiliates, and any other authorized representatives (collectively referred to as the "Team") liable for any indirect, punitive, special, or consequential damages under any circumstances, even if they are based on negligence. Our total liability to you arising under or in the connection with the Subscription Agreement or these Terms – whether in contract, tort, breach of statutory duty, or otherwise will be no more than what has been paid by you for the Services. Additionally, for the avoidance of doubt, in no event will SENDR and/or its Team be liable for any losses or damages you suffer if you use the Services in violation of these Terms, regardless of whether your account has been terminated or suspended due to such violations.
The Services that are provided under the Subscription Agreement and these Terms are provided "as is" and there are no warranties, representations or conditions of any kind to the maximum extent permitted by law. SENDR further expressly disclaims guarantee of continued availability of the services or any implied warranty or condition of merchantability, satisfactory quality, durability or fitness for a particular purpose, title or non-infringement. No representation or other affirmation of fact including, but not limited to, marketing literature or collateral or statements regarding performance of the services by SENDR which is not contained in this section shall be considered to be a warranty or representation, and should not be relied upon and is not binding upon SENDR. Since our clients use the Services for a variety of reasons, we cannot guarantee that it will meet your specific needs.
If a Subscription Agreement has been executed between you and SENDR, the termination provision found in the Subscription Agreement will apply. You hereby agree to and acknowledge that SENDR reserves the right to suspend or terminate its Services if SENDR, in its sole discretion, believes that its Services are being used in violation of the Terms set forth in this Agreement or any notices. You also acknowledge that SENDR shall have no responsibility to notify any third party, including service providers, merchandise or information, of any suspension, restriction or termination of your account. Upon suspension and/or termination, SENDR shall have no responsibility to share or forward any of the Content or emails that have been stored on the Services or that sit in Systems Infrastructure of SENDR to you or any third party.
In the event your account is suspended or terminated, you agree to remit any amounts that are owing or any other liabilities that accrue under the Subscription Agreement and/or these Terms prior to the time that such termination becomes effective.
You agree that the Terms set forth shall be governed by and construed in accordance with the laws of the Province British Columbia, except for conflict of laws rules, will apply to any dispute related to this Agreement of Terms or Services. Furthermore, you hereby consent and acknowledge the jurisdiction of such province and agree that all disputes shall be tried in the city of Toronto, Ontario Canada. As a result you expressly agree to waive any rights, and agree not to have any disputes under the Terms tried or otherwise determined by a Jury, except where required by law.
In the event that a section of these Terms is not enforceable, then you warrant SENDR to remove or edit that section as little as required by law, and the rest of the Terms in this Agreement as a collective whole shall remain valid.
Upon termination of this Agreement, the following sections will continue to apply: Proprietary Rights Owned by SENDR, Proprietary Rights Owned by the Clinet, Unlawful and/or Prohibited Use of Services, General Rules, Limitation of Liability, No Warranties, Jurisdiction and Choice of Law, and Severability.