white-label email add-on terms and conditions
Last update: May 31, 2022
ACCEPTANCE AND INTERPRETATION
Please read these terms and conditions (this “Agreement”) carefully before using the Marketing Services White-Label Email Communication Add-On (the term “use” when used herein in respect of the Marketing Services White-Label Email Communication Add-On (as defined below) will mean access or use, and using will have a corresponding meaning). By clicking on the appropriate button underneath this Agreement or accessing or using the Marketing Services White-Label Email Communication Add-On, you (as defined below) agree to be bound by and comply with this Agreement, as updated from time to time in accordance with Section 3.3. If you do not accept and agree to be bound by this Agreement with Vendasta Technologies, Inc (“Vendasta”), you may not use the Marketing Services White-Label Email Communication Add-On. As a condition of entering into this Agreement and using the Marketing Services White-Label Email Communication Add-On, you represent and warrant that: (a) you agree to be bound by the terms and conditions of any agreement between you and Vendasta, under the terms and conditions for which you may use the Marketing Services White-Label Email Communication Add-On (as defined below), or if you have not entered into such an agreement, (the applicable agreement in either case, the “Channel Partner Agreement”); (b) you will comply with this Agreement; (c) you possess the legal authority to create a binding legal obligation; and (d) if you are using the Marketing Services White-Label Email Communication Add-On on behalf of another person or a corporate entity, you have the authority to bind such person or entity to this Agreement.
“Marketing Services White-Label Email Communication Add-On” indicates that our internal teams will communicate directly with your clients under your branded email address solely via Zendesk; a ticketing system. We adhere to high service standards and use every reasonable effort to provide seamless, and error-free communication as part of the service. You understand that the service is provided by Vendasta employees or our direct consultants, and may be subject to human error. Vendasta is not liable for any breaches as we cannot guarantee completely error-free communication through this service. By using this service, you agree to these terms.
“Vendasta”, “we”, “our”, or “us” means: Vendasta Technologies, Inc.
“you” or “yours” means the person or entity visiting the Marketplace, browsing or otherwise using the Marketplace.
Your Use of the Marketing Services White-Label Email Communication Add-On
2.1 Information about You
You will be issued a user account by Vendasta to access the Marketing Services White-Label Email Communication Add-On and must keep the details of your user account secure and must not share them with anyone else.
2.2 Access to the Marketing Services White-Label Email Communication Add-On
2.3 Termination and Limitation of Access to the White-Label Email Communication Add-On
You must not access the White-Label Email Communication Add-On or accept the terms of this Agreement if you are a person who is either barred or otherwise legally prohibited from using the White-Label Email Communication Add-On or any Products under the laws of the country in which you are resident or from which you use the White-Label Email Communication Add-On. If you violate any of the terms and conditions of this Agreement, your rights under this Agreement will immediately terminate and we may terminate your access to the White-Label Email Communication Add-On without notice and without refund to you. Notwithstanding the foregoing, we reserve the right, at our sole discretion, to limit or deny you access to or use of the White-Label Email Communication Add-On, at any time and for any reason, including for violation of this Agreement. You will cease and desist from any such access or use immediately upon request by us. If we disable access to your account, you may be prevented from accessing the Marketplace, your account details or any files or other Products that are associated with your account.
2.4 Payment For Products
Pricing and availability of all Products are subject to change at any time. The payment for Products available on the Marketplace and selected for purchase via the Product Catalogue will be made directly to us. The fees and payment terms and conditions in respect of such Products are set out in the fee schedule found at
https://www.vendasta.com/terms/terms-of-service/, which terms and conditions are incorporated herein by reference and forms part of this Agreement.
2.5 Termination initiated by Vendasta for Non-Payment
Vendasta may terminate this Agreement: (a) upon fifteen (15) days written notice to you of non-payment of any amount due to us if such amount remains unpaid at the expiration of such period, (b) immediately, if you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, or (c) immediately if you or any of your Customers violates this Agreement or applicable local, state, federal, or foreign laws or regulations. While any payment is delinquent, subject to our reasonable and sufficient notice: (a) any unpaid fees will incur a late fee (late fees on overdue amounts shall accrue interest 1.5% per month which percentage is equivalent to a yearly rate of 18%, or the maximum rate permitted by law, whichever is lower); (b) we may terminate or suspend you and/or your Customer’s access to the Marketplace; and/or (c) we may initiate direct communications with any Customer.
3.1 Governing Law and Jurisdiction
You must comply with any and all applicable laws, including privacy laws, intellectual property laws, and laws applicable to the reporting and payment of any taxes arising in connection with your use of the White-Label Email Communication Add-On. This Agreement will be governed by the laws of the Province of Saskatchewan and the federal laws of Canada applicable therein. These laws apply to your use of the White-Label Email Communication Add-On, notwithstanding your domicile, residency or physical location. The White-Label Email Communication Add-On is intended for use only in jurisdictions where they may lawfully be offered for use. Except as restricted by applicable law, you hereby consent to the exclusive jurisdiction and venue of courts in Saskatoon, Saskatchewan, Canada in all disputes arising out of or relating to the use of the White-Label Email Communication Add-On.
3.2 Disclaimer of Warranties and Limitation of Liability
- DISCLAIMER OF WARRANTIES. YOUR USE OF THE WHITE-LABEL EMAIL COMMUNICATION ADD-ON AND THE PRODUCTS WILL BE AT YOUR SOLE RISK AND THE WHITE-LABEL EMAIL COMMUNICATION ADD-ON IS PROVIDED TO YOU AND YOUR CUSTOMERS “AS IS” AND “AS AVAILABLE” WITHOUT REPRESENTATIONS, CONDITIONS OR WARRANTIES OF ANY KIND. WE DO NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS ABOUT THE QUALITY, ACCURACY, RELIABILITY, COMPLETENESS, CURRENCY, OR TIMELINESS OF THE WHITE-LABEL EMAIL COMMUNICATION ADD-ON. THE WHITE-LABEL EMAIL COMMUNICATION ADD-ON MAY INCLUDE ERRORS, OMISSIONS AND INACCURACIES, INCLUDING PRICING ERRORS. WE EXPRESSLY RESERVE THE RIGHT TO CORRECT ANY PRICING ERRORS. WE DO NOT ASSUME ANY RESPONSIBILITY FOR ANY ERRORS, OMISSIONS OR INACCURACIES FOR THE WHITE-LABEL EMAIL COMMUNICATION ADD-ON. YOUR USE OF THE WHITE-LABEL EMAIL COMMUNICATION ADD-ON WILL BE AT YOUR OWN DISCRETION AND RISK.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE HEREBY DISCLAIM ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES
OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, TITLE, NONINFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTIES OR CONDITIONS
ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, OR THAT THE WHITE-LABEL EMAIL COMMUNICATION ADD-ON ARE OR WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION. EXCEPT AS OTHERWISE SET OUT HEREIN, YOU ARE NOT AUTHORIZED TO MAKE ANY WARRANTY, GUARANTEE, REPRESENTATION OR CONDITION, WHETHER WRITTEN OR ORAL, ON BEHALF OF VENDASTA OR ANY THIRD PARTY PROVIDER.
- LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE (ON BEHALF OF OUR SELF AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS AND LICENSORS, COLLECTIVELY, THE “VENDASTA INDEMNITEES”) DISCLAIM ALL LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY, STATUTORY LIABILITY, BREACH OF A FUNDAMENTAL TERM, FUNDAMENTAL BREACH, OR ANY OTHER LEGAL THEORY, FOR ANY LOSS OR DAMAGES OF ANY KIND ARISING IN CONNECTION WITH OR UNDER THIS AGREEMENT, INCLUDING FROM YOUR USE OF, OR INABILITY TO MAKE USE OF, WHITE-LABEL EMAIL COMMUNICATION ADD-ON, OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF, OR INABILITY TO MAKE USE OF, THE WHITE-LABEL EMAIL COMMUNICATION ADD-ON (INCLUDING ANY (I) DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE LOSS OR DAMAGE, (II) FRAUD, (III) LOSS OF INFORMATION, PROGRAMS OR DATA, (IV) LOSS OF USE, (V) PERSONAL OR PROPERTY DAMAGE, (VI) FINES, FEES, PENALTIES, OR (VII) ANY OTHER LOSSES OR DAMAGES, WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM YOUR USE OF, OR YOUR INABILITY TO MAKE USE OF, THE WHITE-LABEL EMAIL COMMUNICATION ADD-ON).
TO THE EXTENT THAT THE FOREGOING LIMITATION DOES NOT APPLY, IN NO EVENT WILL OUR TOTAL AGGREGATE LIABILITY IN CONNECTION WITH OR UNDER THIS AGREEMENT, INCLUDING FROM YOUR USE OF, OR INABILITY TO MAKE USE OF, THE WHITE-LABEL EMAIL COMMUNICATION ADD-ON, OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR OR YOUR CUSTOMER’S USE OF, OR INABILITY TO MAKE USE OF, THE WHITE-LABEL EMAIL COMMUNICATION ADD-ON EXCEED FIVE THOUSAND DOLLARS ($5,000) OR THE EQUIVALENT IN LOCAL CURRENCY. FOR GREATER CERTAINTY, THE AMOUNT SET OUT IN THE PRECEDING SENTENCE REPRESENTS THE AGGREGATE CUMULATIVE MAXIMUM LIABILITY AMOUNT AND THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THAT AMOUNT.
- The limitation set out in this Section 3.2 reflects the allocation of risk between the parties. The limitations specified in this section will survive and apply even if any limited remedy specified in these terms is found to have failed of its essential purpose.
- To the maximum extent permitted by applicable law, you hereby release and waive all claims against Vendastaand the Vendasta Indemnitees from any and all liability for claims, costs, and expenses (including litigation costs and legal fees) of any kind and nature arising from or in any way related to the White-Label Email Communication Add-On, or this Agreement.
3.3 Changes to this Agreement and the White-Label Email Communication Add-On
Except where prohibited by applicable law, we reserve the right to change this Agreement at any time without notice. Your continued use of the White-Label Email Communication Add-On after any changes to this Agreement indicates your acceptance of such changes. It is your responsibility to review this Agreement regularly for any changes.
3.4 Entire Agreement, Waiver, and English Language