1. TERMS OF USE
The terms and conditions in this
agreement (the "Agreement") will govern your (the "User")
access to TwentyUp (doing business as "TwentyUp") Services
and your use of the data you obtain by use of the Services.
TwentyUp grants to the User a non-exclusive right during the
term of this Agreement to use the Services pursuant to the
terms and conditions set out herein. Your use of the
Services confers no title or ownership in the Services. All
ownership rights remain in TwentyUp or its third party
suppliers, as the case may be. |
| 2. SERVICES TO BE
RENDERED AND DELIVERY OF SERVICES |
TwentyUp offers its services on
an "as is" basis. Through the "Services", TwentyUp provides
marketing tools, information, information management and
storage and support. Users can create and send email
campaigns using the tools to distribute content supplied by
the User to email addresses also supplied by the User. The
User acknowledges that TwentyUp does not create any content
and that TwentyUp is not the author or the publisher of any
campaign. The User further acknowledges that TwentyUp does
not rent or sell email lists. TwentyUp reserves the right,
but is not obligated to, review and approve any content
posted by Users. TwentyUp disclaims all copyright and other
rights in such content and all responsibility for them.
TwentyUp retains the right to cancel and delete any campaign
violating its Usage Rules as defined by TwentyUp set forth
in Section 7. TwentyUp reserves the right to amend or update
these rules at any time without notice to the User by
posting the latest TwentyUp Campaigner End User License
agreement to its website.
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By permitting direct email
campaigns, TwentyUp makes no warranties or representations
of any kind as to the accuracy of the content, legality or
suitability of the subject matter. TwentyUp specifically
disclaims liability for direct, consequential or incidental
damages arising from such campaigns. By posting an email
campaign from TwentyUp, User warrants that the content is
true, and that User will indemnify TwentyUp against any and
all, direct, indirect or consequential claims and alleged
claims that may arise from User's use of the Services. User
will also indemnify TwentyUp in the event that TwentyUp
shares the User's name with third parties for violations of
Usage Rules. By using TwentyUp Services, the User is giving
TwentyUp permission to copy and/or store User content,
contact lists and other information. TwentyUp will not use
the User content, contact lists or other User information
for any purpose that violates its privacy policy located on
its website at http://www.campaigner.com/company/legal/privacy.php.
TwentyUp reserves the right to amend its privacy policy from
time to time without notice to the User by posting the
updated Privacy Policy to its web site.
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As part of the Services,
TwentyUp may notify User, at the email address provided to
TwentyUp during User registration or as updated at any
future time by the User, when the User campaign has been
sent. TwentyUp will use reasonable efforts to ensure posting
of the User campaign at the scheduled time. However,
TwentyUp reserves the right to alter the time and date of
delivery of the campaign and the delivery of the results
without prior notification to the User of such a change.
TwentyUp also reserves the right to limit the number of
emails that can be sent, per campaign, at any time.
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| 3. ELIGIBILITY |
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The Services are available to
individuals who are eighteen (18) years of age or older as
well as corporations and other organizations who can form
legally binding contracts under applicable law. If you as a
User do not qualify, do not attempt to use the Services. You
will provide true, accurate, and current information about
yourself as requested by the sign up, registration or
billing process. TwentyUp may refuse to offer the Services
to any person, corporation or organization and may change
the criteria for eligibility, at any time, in its sole
discretion. TwentyUp retains the right to terminate your
account and your rights to use the Services if there are
reasonable grounds to believe that any data you provide is
or becomes untrue, inaccurate, not current or incomplete, or
if you are in breach of the Usage Rules. |
4. ACCOUNT PASSWORD AND SECURITY |
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The User is responsible for
maintaining confidentiality of its user name and password.
Furthermore, the User is entirely responsible and liable for
any and all activities that occur under its user name and
password and any associated charges. The User is to
immediately notify TwentyUp in writing of any unauthorized
use of the account or any breach of security. |
5. MODIFICATIONS TO THE SERVICES |
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TwentyUp reserves the right to modify
or discontinue the Services, temporarily or permanently,
with or without notice to the User and TwentyUp is not
obligated to support or update the Services. TwentyUp will
not be liable to the User or any third party in the event
that TwentyUp exercises its rights to modify or discontinue
the Services. |
6. MODIFICATION OF TERMS AND CONDITIONS |
| TwentyUp may, at any time and
at its sole discretion, modify the terms and conditions of
this Agreement. Any such modifications will be made
available online and will be effective immediately upon
posting to TwentyUp's website. User agrees to assume
responsibility for periodically reviewing this Agreement. By
continuing to use the service, following the initial posting
date of modifications made by TwentyUp, User agrees to be
bound by the Agreement as amended. User may terminate this
agreement in accordance with Section 12. |
7. USAGE RULES |
The User represents, warrants,
covenants that use of the Service will only be in compliance
with this Agreement and all applicable laws.
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The User agrees to abide by all
anti-spam, anti-phishing and related laws applicable to the
User’s business and the state, federal or international
jurisdictions in which the User lives and/or does business.
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In the United State of America
Users agree to abide by all elements of the US federal
anti-spam law (CAN-SPAM Act 2003). The Act specifies that
senders of email messages that have a primarily marketing or
sales purpose will not include fraudulent or misleading
information in any component of the email message, including
but not limited to, the subject line, 'from' field, and body
of the email. Every email message must contain an
unsubscribe mechanism, as well as a valid, physical postal
address.
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The User accepts full and sole
liability for conforming to the law, and will in no manner
hold TwentyUp liable in whole or in part if the user fails
to conform to the law.
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With regard to email campaigns,
the User specifically agrees not to use the Services:
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a. To send email to any party
who has not given their permission to receive email from the
User. User also acknowledges that it is unlawful to send
emails to addresses that were harvested (for example,
obtained from an automated scan of a web site) knowingly or
unknowingly, and agrees to never send emails to such
addresses, and accept liabilities for misuse. User agrees to
abide by TwentyUp's Anti-Spam policy at http://www.campaigner.com/company/legal/anti-spam.php.
TwentyUp reserves the right to update and/or amend this
policy from time to time without notice to the User by
posting the Anti-Spam policy to its web site. Furthermore,
the User understands the repercussions of the contravention
of this policy, including but not limited to termination of
their account without refund of any monies paid.
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| b. For any unlawful purposes. |
| c. To harass, threaten,
embarrass or cause distress, unwanted attention or
discomfort to a person or entity. |
| d. To send content or links
that contain nudity or sex pornography material of any kind
to individuals under age 18, or to anyone on lists that are
not limited to people age 18 or older. |
| e. To send, submit or publish
any defamatory, inaccurate, abusive, obscene, profane, or
threatening material which is racially or ethnically
offensive or which infringes upon the right of any third
party, as determined by TwentyUp. |
| f. To send content that
contains links to web pages that contain nudity, sex,
pornography, foul language, hate propaganda, anything
fraudulent or illegal, including but not limited to illegal
software, serial numbers for unlocking software, mail fraud,
pyramid schemes, or any content that is otherwise insulting
to another person(s). |
| g. To encourage the use of any
controlled substance, transmission of material, information
or software in violation of any local, state or federal law. |
| h. To impersonate any person,
including but not limited to, an official of TwentyUp or an
information provider, or communicate under a false name or a
name that the User is not entitled or authorized to use. |
| i. To upload, post or reproduce
in any manner any material protected by copyright without
the permission of the copyright owner. |
| j. To send content that
promotes or provides instructional information about illegal
activities, or which promotes physical harm or injury
against any group or individual. |
| The User agrees not to directly
or indirectly reverse engineer, decompile, disassemble, or
otherwise attempt to discover source code, object code, or
underlying structure, ideas, or algorithms of, or found at
or through the Services of any software, documentation, or
data related to the Services. The User also agrees not to
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. The
Services shall not be used to create campaigns to be sent by
other email service providers. |
| The User agrees to use
"Campaigner List Builder" solely for the purpose of allowing
third parties to voluntarily subscribe to a contact list. |
| The User agrees not to remove
or export from the United States or allow the export or
re-export of the Services, or any direct product thereof,
including technical data, in violation of any restriction,
laws or regulations of the United States or any other
country. |
| In the event that the User
violates one of the above usage rules, or for any other
reason use of the Services by the User is deemed
inappropriate by TwentyUp, TwentyUp reserves the right to
suspend or terminate, with or without notice, access to the
User's account and all related data. TwentyUp also reserves
the right to modify the User’s data, providing email notice
of such modification to the User within one business day. In
the case of Spam complaints by ISPs or email recipients, no
such notice will be provided and the name of the
complainant/email recipient will be immediately unsubscribed
from the User's List(s). In addition, if TwentyUp receives
any complaints from email recipients, ISPs, domain name
providers, or others stemming from the User's use of the
Services, TwentyUp reserves the right to share the User's
name and the fact that there have been complaints, with any
third party, including other providers of email marketing
services. |
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8. USE AND STORAGE
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| TwentyUp may store User
information, content, contact lists, emails, campaign
activity statistics, reports and other information in its
databases for the User. TwentyUp reserves the right to
establish general practices and limits concerning the use of
the Services, including, without limitation, the maximum
number of days that information is stored, the maximum
amount of disk space that will be allotted to each User, the
maximum size of campaigns sent through TwentyUp's Services,
the scheduled time of a campaign and the maximum number of
occasions that the User may access the Services in a given
period of time. TwentyUp has no responsibility or liability
for the deletion or failure to store any messages, content
or other information maintained or transmitted through the
Services. TwentyUp may determine that User information can
no longer be stored by TwentyUp or deem User information to
be inappropriate and remove it from its databases with or
without notice to the User. |
| If the User does not log into
its account for more than 90 days; if the User does not pay
for the services; if a User account is terminated for breach
of this Agreement; or if the User fails to remedy any breach
if notified by TwentyUp of such breach, the account will
become “Inactive”. Inactive accounts which are not
re-activated within 30 days are subject to permanent
deletion, including the deletion of User data, from TwentyUp
databases and systems. |
| The User is responsible for
ensuring good data management practices within their
TwentyUp account and to delete old Campaigns and/or Lists
that are no longer required. If requested by TwentyUp to
delete Campaigns and/or Lists or to otherwise eliminate
content that does not adhere to the Agreement, the User will
take this action within five (5) business days of such
request. In the event that such action is not taken by the
User following the 5 days, TwentyUp reserves the right to
take the requested action in that User's account. |
| Any information stored on the
TwentyUp servers that is deemed to be unlawful or in
contravention of this Agreement or legal and regulatory
requirements may be deleted at any time by TwentyUp. |
| Hosted images are to be used
only in connection with TwentyUp's Services. TwentyUp
reserves the right to remove any image which contravenes
this Agreement without notice to the user. |
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9. OWNERSHIP OF
PROPRIETARY INFORMATION
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| The User acknowledges and
agrees that the Services and TwentyUp logos and trade names
are the property of TwentyUp or its affiliates or suppliers.
User also acknowledges that TwentyUp owns and/or has all
requisite rights in and to any software necessary to provide
the Services under this Agreement. |
| The User understands and
acknowledges that they are not granted any right or license
whatsoever to use any of the marks and logos owned by
TwentyUp or of any other entity’s marks and logos which
appear on TwentyUp websites, Services or other materials.
Use further understands and acknowledges and that all such
use of any of the marks appearing throughout the Services is
strictly prohibited without the prior written consent of
TwentyUp and/or the other entities. |
| The User understands and
acknowledges that TwentyUp Services and its website also
contain, or may contain, copyrighted or other proprietary
materials of TwentyUp, its sponsors, advertisers or other
third parties. The User understands and acknowledges that,
except as strictly necessary for personal viewing and use of
the Services or the TwentyUp website by means of a standard
Internet browser, the User is not granted any right or
license to use, link to, reproduce, reverse engineer,
modify, duplicate, distribute, display or perform any such
copyrighted materials used or displayed on this website or
to permit others to do the same, and that all such uses are
prohibited without the prior written consent of TwentyUp.
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10. DISCLAIMER OF
WARRANTIES |
| At TwentyUp's request, the User
agrees to defend, indemnify and to hold harmless TwentyUp,
its officers, directors and employees from any claims
arising from the User's use of TwentyUp Services or the
User's breach of the Terms of service, including, without
limitation, claims of copyright infringement, patent
infringement, misappropriation of trade secrets, libel,
slander, trade libel, defamation, harassment, invasion of
privacy or fraud. |
| TO THE MAXIMUM EXTENT PERMITTED
BY APPLICABLE LAW, THE SERVICES AND THE INFORMATION ARE
PROVIDED BY TwentyUp ON AN "AS IS" BASIS, AND TwentyUp
EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
AVAILABILITY, ACCURACY, OMISSIONS, COMPLETENESS, TIMELINESS
OR DELAYS WITH RESPECT TO THE SERVICE, INFORMATION OR
PRODUCTS. |
| IN NO EVENT WILL TwentyUp BE
LIABLE FOR ANY DAMAGES OF ANY KIND WHATSOEVER WITH RESPECT
TO THE SERVICES, INFORMATION OR PRODUCTS PROVIDED ON THE
WEBSITE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,
TwentyUp WILL NOT BE LIABLE FOR SPECIAL, INDIRECT,
CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR DAMAGES FOR LOST
PROFITS, LOSS OF REVENUE, OR LOSS OF USE, ARISING OUT OF OR
RELATED TO THE USE OF TwentyUp'S SERVICES, ITS WEBSITE OR
THE INFORMATION OR DATA CONTAINED THEREIN, WHETHER SUCH
DAMAGES ARISE IN CONTRACT, NEGLIGENCE, TORT, UNDER STATUTE,
IN EQUITY, AT LAW OR OTHERWISE. |
| NOTHWITHSTANDING AND WITHOUT
LIMITING THE PREVIOUS TERMS OF THIS AGREEMENT, THE ENTIRE
LIABILITY OF TwentyUp OR ANY OF ITS AFFILIATES UNDER THIS
AGREEMENT, IF ANY, FOR ANY CLAIM(S) FOR DAMAGES RELATING TO
THE SERVICE, INDIVIDUALLY OR JOINTLY, WHETHER BASED IN
CONTRACT OR TORT, WILL BE LIMITED TO THE AGGREGATE AMOUNT OF
CHARGES FOR SERVICES PAID BY THE USER TO TwentyUp WITH
RESPECT TO ANY SERVICES DURING THE TWELVE MONTH PERIOD
PRECEDING THE EVENT GIVING RISE TO ANY SUCH CLAIM(S). |
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11. CHARGES FOR SERVICES
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| The Services are charged
according to the pricing plan selected and agreed upon by
the User. All prices are in Pounds Sterling. |
| TwentyUp reserves the right to
modify, add or otherwise alter pricing plans, which are
published and available through its website at any time. The
User understands and acknowledges that the User is
responsible for reviewing the pricing which is applicable to
that User’s account and Services. |
| Under "Volume Plan
Subscriptions" (“Subscriptions”), Users are charged a
monthly fee for access to the Services, data storage,
support and sending up to the specified maximum number of
emails per month as defined in the plans. Such monthly
charge will be made each month for a minimum of six (6)
months from the date of activation of the Subscription, or
the "Initial Period" as defined in this Agreement or the
Subscription Agreement entered into by the User, whichever
period is longer. Without limiting the generality of the
foregoing, in the case of a Pre-Paid Volume Plan, the
Initial Period shall be defined as the full period covered
by the pre-payment or a period of 6 months, whichever is
longer. Following the expiration of the Initial Period, the
charges will continue on a monthly basis unless the User
notifies TwentyUp in writing that they wish to terminate the
Service or downgrade the account to a lower Volume Plan. The
User may upgrade their plan at any time, including during
the Initial Period, by notifying TwentyUp in writing. The
monthly fee is due in advance upon commencement date of the
Subscription (the "Monthly Anniversary Date") and monthly in
advance thereafter, on the month's "Monthly Anniversary
Date". On each Monthly Anniversary Date, Users are charged
the monthly fee plus a charge for emails sent in excess of
the maximum number of emails per month as defined in the
plan. In the event of a plan change during the month that
results in the User selecting a plan that increases the
number of emails available to the User, the User is charged
the difference between the old plan monthly fee and the new
plan monthly fee upon notice from the User. The number of
emails included in the Volume Plan increases immediately to
those under the new Volume Plan. |
| Under "Pay as You Go Plans",
Users are charged for emails sent on a per campaign basis.
The rate card published at www.campaigner.com determines the
charge per email in effect at the time the campaign is run.
The User may cancel this account at any time. |
| Payment for Services will be
made by credit cards accepted by TwentyUp. User hereby
authorizes TwentyUp to charge the User's credit card for
services either on a per-event basis for “Pay as You Go
Plans” or for one-time uses if applicable, or on a regular
monthly basis until the Subscription is terminated by a
notice in writing following the Initial Period. In The event
that charges for any fees are denied by the credit card
provider for any reason, User acknowledges and covenants
that the fees will be paid via check, money order, wire
transfer or by other valid credit card. |
| Following the completion of the
Initial Period, in the event of a Subscription plan change
during the month that results in a reduction of the number
of emails available to the User, the plan change will be
effective at the Users' next Monthly Anniversary Date.
Subscriptions may be downgraded at any time following the
expiration of the Initial Period by providing written or
email notification to TwentyUp. |
| In the event that the User
fails to pay for Services, in accordance with this Agreement
and the Subscription or “Pay as You Go Plan”, TwentyUp
reserves the right to suspend or terminate access to the
User's account and all related data and to remove all the
User data permanently form its servers, providing the User
with notice as set forth in this Agreement |
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12. TERMINATION
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| This Agreement may be
terminated by TwentyUp at any time by notifying the User by
email. |
| The User may cancel a "Pay as
you Go" account at any time by notifying TwentyUp in
writing. |
| The User may terminate this
Agreement, by written notice, prior to the end of the
Initial Period with pre-payment of Fees upon termination,
the "Termination Fee". The amount of the Termination Fee is
determined by multiplying the number of full months
remaining in the Initial Period by the monthly amount
applicable under the User's Subscription. |
| If the Subscription has been in
place for longer than the Initial Period, no Termination Fee
is payable by the User and the user may terminate or
downgrade the Subscription at any time provided that the
User gives notice of such termination in writing or by email
a minimum of three (3) days prior to the Monthly Anniversary
Date. |
| In the event that TwentyUp
terminates the Agreement, no Termination Fees are due except
in the case where the User's account has been terminated for
violation of any of the Usage Rules in Section 7. |
| If, as a result of the User
violating the Usage Rules under section 7 of the Agreement,
the User's account is terminated by TwentyUp, the following
will apply: |
| (a) No refund of any monies
prepaid for the current month or Initial Period will be
given; |
| (b) If the User has pre-paid
for more than the Initial Period in advance, a refund of the
pre-paid funds less a Termination Fee equivalent to the
Initial Period of that User's Subscription will be charged. |
| The termination of the
Agreement by either party will not affect the User's
obligation to pay the charges incurred for Services used and
any fees due and payable under the termination clause of
this contract. All terms of this Agreement which by their
nature survive termination, will survive termination,
including without limitation, ownership, warranty
disclaimers, indemnification and limitations of liability.
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| Upon Termination by TwentyUp,
the User's right to use the Services will terminate
immediately. The User acknowledges and agrees that TwentyUp
may remove the User's files, data and information from its
systems and databases. |
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13. EFFECT OF TERMINATION
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| User will pay any outstanding
usage fees under any Plans and the Termination Fees due to
TwentyUp by credit card immediately upon termination by the
User. |
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14. MISCELLANEOUS
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| User acknowledges that the
software, algorithms and other processes used to provide the
Services, the content (other than content owned by the user
or any third party), Usernames, passwords, look, feel and
functionality of the services are the property of TwentyUp
or in the case of services being offered by TwentyUp's
partners under approved distribution agreements, the
property of TwentyUp's partners. |
| These terms and conditions
represent the complete, final and exclusive agreement
between TwentyUp and the User, and supersede and merge all
prior oral, written or electronically transmitted
agreements, representations and understandings between
TwentyUp and the User. |
The User agrees to grant
TwentyUp permission to include the organization's name and
logo in the TwentyUp client list, including the TwentyUp
website, media kit and other promotional material such as
client references in sales presentations, demonstrations at
conferences, trade shows, and speaking engagements.
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| Any notices prescribed in this
Agreement to be made "in writing" may be delivered by Email,
Facsimile or Post. |
| The laws of the State of
Delaware will govern this Agreement. If any of the
provisions of this Agreement is determined by a court to be
void, invalid, unenforceable or illegal, the enforceability
of the other provisions of this Agreement will not be
affected. |
