Request a Demo

SENDR TERMS OF SERVICE

  • Updated : July 1, 2022

Effective as of July 1, 2022

This Subscription Agreement (the “Agreement”) is a binding contract between you and SENDR (“SENDR”, “we”, and “us”). Your use of the Product and Services in any way will mean that you have accepted all of the terms and conditions (“Terms”) embedded in this Agreement. These Terms will  remain in effect for the duration of the contract. These Terms include the provisions in this Agreement as well as those in the Privacy Policy and, any other accompanying terms and conditions of sale entered into between you and us for the sale of any Products and Services. This includes any physically or electronically executed order form with respect to outlining the products and services of your Agreement, and any relative details in connection with your purchase (“Order Form”).

1. Term

This Agreement  shall come to effect on the agreed upon date (the “Effective Date”) and shall continue for a term specified in the Order Form (the “Term”). Following the expiration of the initial Term, the Agreement shall be renewed for a successive period of one (1) month each unless and until either party gives the other a notice of 30 days prior to the next renewal date. Additional terms, such as the services to be provided, feature availability, allowable volume usage and the amount of fees payable (the “Service”) therefor are set forth in the executed Order Form which is hereby incorporated herein by this reference and may, from time to time, be amended upon the written consent of both parties. In the event of any conflict between the Terms of any Order Form and the Terms of this Agreement, the Terms of the Agreement shall control.

2.  Service

In addition to the details outlined in the Order Form, the Service is limited, non-exclusive, terminable, and non-transferable in nature. Service can be accessed online by navigating through our online website portal at https://sendr.app. 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. Furthermore, 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.


3. Data Safeguard

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 we may 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 our 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 us.

4. Billing and Payment

You agree to pay a recurring base fee plus any applicable sales tax during the Term of this Agreement. A monthly invoice will be sent to you with the payment terms of due upon receipt, unless otherwise stated in the Order Form. Your payments will be processed by a third-party (“Payment Processor”) in accordance with these Terms. The processing of payments is governed by the terms, conditions and privacy policies of the Payment Processor. At the current time, we have selected Stripe, Inc to be our Payment Processor. You acknowledge that any error by, or other acts or omissions of, the Payment Processor, that we will not be responsible.

In accordance with the Order Form and the Terms of this Agreement, you agree to provide us authorization, through the Payment Processor, to charge your account using the selected method of payment (“Payment Method”).

5. Overages and Additional Fees

In addition to the fees outlined in section three (3) of this Agreement, you agree to authorize any additional fees that may result from the use of greater than allotted email volume (“Overages”), and from purchase of any additional services (“add-ons”) that are offered by us. Overages will be invoiced at the applicable Overage rate every month. 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.

You shall remit payment in full for all Overages and any additional fees plus any applicable taxes upon receiving the invoice.

6. Time of Payment and Late-Payment Charges

In no event will any payment under this Agreement be contingent on receipt of any monies or other compensation by you. Each invoice hereunder is due and payable upon receipt, unless otherwise stated in the Order Form. Your rights as a user herein are conditioned on our receipt of full payment each month over the Term of this Agreement. In addition, we may suspend performance of services and withhold delivery of materials until payment in full of all amounts due. We shall not be liable for any damages, losses or liabilities that may arise as result of our action to suspend and/or terminate service due to non-payment. Late payments shall accrue interest at the rate of 1.5% per month. We shall be entitled to all of its costs of collection of amounts outstanding hereunder, including without limitation, the fees of its attorneys.

7. Access of Account

You shall be responsible for coordination and review of our services and all communication related to instructions, change orders and approvals. The signature or e-mail approval by you or any other authorized representative shall be final and binding. Furthermore, it is acknowledged that you are responsible for controlling the access to the Service and that you will be solely held responsible for any and all use of Service, Overages or any other charges that result from the use of your account.8. Unlawful and/or Prohibited Use of Services

By the use of Service provided by us, 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 Service in any manner that could result in damaging, disabling, or impairing our reputation, servers and/or network.

You agree to not attempt to gain unauthorized access to any Service, accounts, computer systems or networks connected to our servers, as a whole referred to as the “ Systems Infrastructure”. 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 our written consent.

The information submitted by you for transmitting on our 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, provincial or jurisdiction 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 Service is 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 Service/Systems Infrastructure of SENDR, you take full responsibility for, and agree and acknowledge that you are the creator of all Content, and that we are not the author or publisher of any Content and that we do not rent or sell lists of any kind. You agree that we are simply responsible for acting as a passive conductor allowing for you to send and receive information of your own choosing.

We prohibit the use of our Service 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 we at our sole discretion, may determine whether your use is prohibited and its determination shall be final, binding and conclusive for all purposes under this Agreement. We 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 our servers or our 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 us without notice. We reserve the right to remove any image, which contravenes this Agreement without any notice to you.

9. General Rules

We do not endorse the accuracy, or reliability or any opinion, advice or statement made by you through our Service. We will not assume any liability for any harassing, offensive or obscene/sexually explicit material distributed through our Service by you, or by a user of your account. Furthermore,we are 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. We 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 us 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 we reserve 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, we reserve the right to take any other actions with respect to our Service, that is deemed necessary or appropriate in our sole discretion, if it is our belief that your content or your usage of our Service may create a liability for us or others, compromise or disrupt the services for you or other users, or cause strain between us and our suppliers/partners. You agree to indemnify and hold us (and our Affiliates) and 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 our Service, your violations of the Terms, and the delivery of any (but not limited to) content, messages, material, documents, and/or software while using the Service or any of the offerings on our 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.

10. Privacy Policy

You accept and agree to the terms outlined in our Privacy Policy (https://sendrapp.com/privacy). Thus, it is deemed that such Privacy Policy is hereby incorporated into this Agreement and you accept the Privacy Policy set forth by us and any amendments thereto made by us from time to time.

11. Anti-Spam 

We are committed to permission-based email marketing and operating in good faith. We take any violation of our Terms seriously and will take the appropriate steps to ensure that our commitment is consistent with our goals of ensuring the best deliverability and highest domain reputation. To achieve this, we extend beyond the minimum legal requirements of the CAN-SPAM Act of 2003. You agree to abide by such Anti-Spam Policy and any amendments thereto made by us from time to time.

12. Rights, Ownership and Usage; Legal and Indemnification

Without limiting the generality of any other provision of this Agreement and, in particular, without limiting the generality of the Terms or the Privacy Policy set forth by us, the parties agree as follows: 

  • Each of the parties hereto acknowledge and agree that nothing in this Agreement grants it any rights to any trade secrets or patents of the other party. You shall have no rights to the Service except as set forth in this Agreeemnt. All information and data concerning the Service is the intellectual property and confidential information of SENDR.
  • You are responsible for obtaining all legal clearances required for the performance of Service hereunder. You shall indemnify, defend (at your cost and expense) and hold us and our officers, employees and agents harmless from and against any and all claims, suits, demands, damages, losses and expenses arising from any breach, misrepresentation or other act or omission.
  • During the Term of this Agreement, you shall not violate any applicable laws or regulations, including without limitation, any privacy or anti-spam laws in connection with its use of the Service under this Agreement. You shall be liable to indemnify and hold us harmless for any loss, claims, damages, or penalties that we suffer as a result of any such breach or violation on your part or any of your representatives. This indemnity shall survive the termination of this Agreement; 
  • Each party (the “Indemnifying Party”) hereby agrees to indemnify, defend and hold harmless the other party and its members, managers, affiliates, employees, agents, successors and assigns (“Indemnified Parties”) from and against any and all claims, liabilities, losses, expenses (including reasonable attorneys’ fees) and damages (collectively, “Liabilities”) that arise out of or result from any material breach of this Agreement by the Indemnifying Party; and 
  • We hereby agree to indemnify, defend and hold you and your members, managers, affiliates, employees, agents, successors and assigns (“Your Indemnified Parties”) harmless from and against any and all Liabilities suffered or incurred by you or any of Your Indemnified Parties that (i) arise out of or result from any third party claim, demand, suit, action or proceeding that alleges the Service infringe upon any copyright or trade secret of any third party and/or (ii) are asserted by any third party against any Your Indemnified Parties for property damage to the extent such Liabilities arise out of or result from the negligence or willful misconduct by us.

13. No Warranties

The Service provided under this Agreement is provided “as is” and there are no warranties, representations or conditions of any kind to the maximum extent permitted by law. We further expressly disclaim 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 us 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 us. Since our clients use the Service for a variety of reasons, we cannot guarantee that it will meet your specific needs.

14. Limited Liability

Notwithstanding Section 13 (“No Warranties”), neither party (including its subsidiaries, affiliates, officers, directors, employees or agents) shall be liable for any special, consequential, incidental or exemplary damages arising out of or in any way connected with this Agreement, including but not limited to damages for lost profits, down time, lost data, Internet service providers, you or your contractors, strikes, lockouts, work slowdowns or stoppages, accidents, fires, acts of God, terrorism,injury to property or any damages or sums paid to third parties, even if such party has been advised of the possibility of such damages. The foregoing limitation of liability shall apply whether any claim is based upon principles of contract, tort or statutory duty, principles of indemnity or contribution, or otherwise. In no event shall we be liable for any indirect, third-party, incidental, special, consequential, exemplary or punitive damages arising out of this Agreement. Our maximum liability under this Agreement shall not exceed the total fees paid or payable during the three (3) month period preceding any claim.

15. Confidential Information

Confidential information is that which relates to your or our research, development, trade secrets or business affairs and includes, in our case confidential information, concepts presented to you; it does not include information that is generally known or easily ascertainable by third parties. Both you and SENDR shall mutually respect and maintain each other’s confidential information and shall use it only to perform our respective obligations hereunder. For the avoidance of doubt, confidential information does not include information which is public knowledge, was in the recipient’s possession before receipt or is independently developed by the recipient. 

16. Suspension or Termination of Service

You agree and acknowledge that we reserve the right to suspend or terminate your use of the Service in the event of a violation of the Agreement, including without limitation, the Privacy Policy set forth by us. In addition to the Terms set forth in this Agreement, you must remain in compliance with the standards outlined below: 

  • You agree that the Service is used only in compliance with: (a) all Anti-Spam laws and regulations; and (b) our threshold of acceptable Spam complaints (0.25% overall and 0.2% from any ISP, or as otherwise determined by us from time to time). 
  • You agree and acknowledge that we reserve the right to immediately suspend your access to the Service in the event that your account is not in good standing; including, without limitation, any financial instrituion’s refusal to charge your selected Payment Method. 
  • During the Term of this Agreement, it is possible that you from time to time be contacted by our representative with a formal warning of non-compliance with the standards that have been outlined in this Agreement. If this is the case, you will be provided a curement period, after which the standing of your account will be reassessed. Failure to reach compliance, we hold the right to suspend your Service at our discretion.
  • For clarity, where your access to the Service Subscription is suspended or terminated by the us in accordance with the provisions of this Agreement, due to violations of your obligations hereunder, fees in respect of the Service shall continue for a period that is equal to the lesser of one additional month, or till the term of the Agreement is concluded, and shall be payable by you, notwithstanding the suspension of Service. 

17. Release for Use of Logos/Names and, or Trademarks

As part of this Agreement, you agree to to grant us a Certificate of Authorization (the “Certificate”) to use your logos/names and, or trademarks under the terms and conditions outlined below:

  • Definition: “The Logos/Names and, or Trademarks” is any word, name, symbol, or design, or any combination thereof, used by you within the marketplace to conduct its business operations.
  • Granting of Certificate: You agree to grant non-exclusive, royalty free, Certificate to use The Logos/Names and, or Trademarks in the advertising efforts of our self-promotion. These efforts may include, but are not limited to digital and print advertising, literature and websites, and social media platforms.
  • Term of Certificate: The Certificate granted by this Agreement shall commence on the Effective Date of this Agreement, and continue until terminated as set forth in Section 14(e).
  • Limitations of Certificate: We agree to comply with the following, which are conditions of the Certificate granted under this Agreement:
  1. We must receive written confirmation from you to use The Logos/Names and, or Trademarks to ensure conformity with the internal standards of those implemented by you.
  2. We may not assign the Certificate granted by this Agreement without your prior written consent.
  3. The Certificate granted by this Agreement is non-transferable. This Agreement does not grant, or authorizes us to grant to any other person, firm or corporation, any right to use your Logos/Names and, or Trademarks in any way or by any means or manner.
  4. We agree not to: (i) use The Logos/Names and, or Trademarks in any manner likely to diminish its commercial value; (ii) knowingly use any name, logo or icon likely to cause confusion with The Logos/Names and, or Trademarks; (iii) make any representation to the effect that The Logos/Names and, or Trademarks are owned by us rather than by you; (iv) challenge either the validity or your ownership of any trademark rights which incorporate The Logos/Names and, or Trademarks; or (v) attempt to register, register or own in any country: a) The Logos/Names and, or Trademarks; b) any domain name incorporating in whole or in part The Logos/Names and, or Trademarks or c) any name, domain name, keyword or mark confusingly similar to The Logos/Names and, or Trademarks.
  5. As between you and SENDR, we acknowledge your exclusive right, title and interest in and to the copyright in The Logos/Names and, or Trademarks, and that we agree to not contest or assist another in contesting that copyright or your ownership of it.
  6. All materials, if any, provided by you to us under this Agreement, and all proprietary rights in and to all such materials shall remain your sole and exclusive property, subject only to the non-exclusive rights granted to us under this Agreement.
  • Termination of Certificate: 
  1. We may, at our sole discretion, terminate the use of the Certificate without the need of providing you a notice.
  2. You may request the termination of the Certificate by providing us a written notice of ninety (90) days.

18. Transfer and Assignment of Agreement

We may assign this Agreement in connection with a merger, amalgamation or corporate reorganization involving us, or in connection with the sale of all or substantially all of our assets. You may not assign or transfer this Agreement without our prior written consent.

19. Relationship of Parties

The parties acknowledge that this Agreement does not constitute a joint venture or partnership and that neither party has the right to neither bind nor act for the other as agent or in any other capacity.

20. Choice of Jurisdiction and Law

This Agreement shall be interpreted and construed in accordance with the laws of the Province of British Columbia, Canada without regard to any conflict of laws principles. Each party hereby irrevocably consents to the exclusive jurisdiction of the Provincial and Federal courts sitting in British Columbia, Canada for the purpose of hearing and deciding any and all disputes, claims and controversies arising out of and relating to this Agreement. The prevailing party in any such action or proceeding shall be awarded all of the costs and fees incurred by it reasonably related thereto, including the fees of its attorneys.