Last Updated: 09-15-2010
ACCEPTANCE OF ADDRESSTWO USER AGREEMENT FOR THIS WEBSITE
BY ACCESSING, VIEWING, DOWNLOADING OR OTHERWISE USING THIS ADDRESSTWO WEBSITE OR ANY WEBPAGE OR FEATURE AVAILABLE THROUGH ADDRESSTWO, ANY INFORMATION PROVIDED AS PART OF THE ADDRESSTWO SERVICES, OR ANY RELATED EMAILS, NEWSLETTERS, COMMUNICATIONS, TRAINING, SUPPORT, INSPECTIONS, OR OTHER SERVICES (HEREINAFTER "ADDRESSTWO" OR "ADDRESSTWO SERVICES"), YOU ARE ENTERING INTO A LEGALLY BINDING AGREEMENT WITH CARTER AND COMPANY LLC. (dba "AddressTwo") BASED ON THE TERMS OF THIS ADDRESSTWO USER AGREEMENT ("AGREEMENT") AND YOU ARE BECOMING AN ADDRESSTWO USER ("USER"). IF YOU ARE USING ADDRESSTWO ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH ENTITY MAY HAVE A SEPARATE AGREEMENT WITH US ("MSA"), BUT YOU ARE NEVERTHELESS BOUND BY THIS AGREEMENT. IF YOU DO NOT WANT TO BECOME A USER, DO NOT CONCLUDE THIS AGREEMENT, AND DO NOT ACCESS, VIEW, DOWNLOAD, OR OTHERWISE USE ANY ADDRESSTWO WEBPAGE, INFORMATION OR SERVICES.
We encourage you to read this Agreement with great care in order to participate with us as a User. By becoming a User, you acknowledge that you have read and understood the terms and conditions of this User Agreement and that you agree to be bound by all of its provisions.
1. Intellectual Property Notices
All content on AddressTwo.com, including the logo, articles, other text and graphics are the intellectual property of AddressTwo.com and protected trademark, trade dress, patent, copyright and other laws. You may not reverse engineer, decompile, or disassemble any software except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
2. Service Eligibility.
You represent and warrant that you (a) are not under the age of 18; (b) have not previously been suspended or removed from AddressTwo; (c) are not a direct competitor of AddressTwo and/or AddressTwo; and (d) that you have full power and authority to enter into this Agreement and in doing so will not violate any other agreement to which you are a party. In addition, you must provide all equipment and software necessary to connect to AddressTwo, including, but not limited to, Internet Explorer 6.0 or higher, Mozilla Firefox 1.0 or higher, or Safari. . The materials on AddressTwo may not be appropriate or functional for use outside the United States of America. Users located outside the United States use AddressTwo understanding this limitation..
3. General Terms and Conditions
You must provide correct and complete personal and business information as requested by us in the AddressTwo registration process. As part of your use of AddressTwo, you may be required to submit certain content (including any name, contact information, business information, and other personal information)("User Content"). By submitting any information to us, you represent and warrant that such submission is accurate, complete, current, and is not in violation of any contractual restrictions or other third party rights.
You are responsible for the security of your password and user ID. Keep your password confidential, do not use other users' accounts and do not let others use your account; you are responsible for anything that happens through your account — until you notify us of a breach (email@example.com), close down your account or prove that your account security was compromised due to a fault of our systems. You are prohibited from selling, trading or otherwise transferring your AddressTwo account or any information therein to another party or charging anyone for access to any portion of AddressTwo, or any information therein.
You are responsible for all fees required for your license to use AddressTwo and any and all other products, services and tools that we offer which you subscribe to.
Cancellation & Refund Policy
You may cancel your subscription to AddressTwo any and all other products, services and tools that we offer which you subscribe to by notifying us in writing at firstname.lastname@example.org or 8653 Bash Street, Indianapolis, IN 46256. Your cancellation will be effective within 3 business days of notice. You are responsible for all fees incurred up to and including the date of cancellation, including the 3-day delayed effective date. In no event will cancellation constitute a refund of fees already paid for AddressTwo or any and all other products, services and tools that we offer which you subscribe to.
You are entirely responsible for all content that you upload, post or otherwise transmit via AddressTwo.
Your email campaigns may not generate abuse complaints that, in our sole discretion and the discretion of our 3rd party email delivery partners, exceed industry norms.
We will cancel your account without prior notice if we determine that you are in violation of any of the terms and conditions of this Agreement.
You may not transfer this Agreement to any third party nor use our software to benefit any third party.
AddressTwo may limit the number of connections you may have to other Users and prohibit you from contacting other Users through use of the Services.
You are solely responsible for your interactions with other Users. AddressTwo reserves the right, but has no obligation, to monitor disputes between you and other members and to terminate your account if AddressTwo determines, in its sole discretion, that doing so is prudent.
You acknowledge and agree that we may send you important information and notices regarding the Services by email or through other means. You acknowledge and agree that we shall have no liability associated with or arising from your failure to maintain accurate contact or other information, including, but not limited to, your failure to receive critical information about the Services. You acknowledge, consent and agree that we may access, preserve, and disclose your registration and any other information you provide if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce this Agreement; (c) respond to claims of a violation of the rights of third-parties; (d) respond to your requests for customer service; or (e) protect the rights, property, or personal safety of AddressTwo, its Users and the public.
4. USER CONTENT & DATA SECURITY
AddressTwo understands that the nature of the User Content submitted to, exchanged with, reported from, and/or generated by AddressTwo may be of a confidential, sensitive and proprietary nature. AddressTwo hereby warrants and represents that it shall not share, utilize, review, access, or otherwise make use of any information submitted to, exchanged with, reported from, and/or generated by AddressTwo except for the explicit purposes of operating AddressTwo or as provided herein.
AddressTwo does NOT warrant compliance with the Payment Card Industry (PCI) Data Security Standard (DSS). You should NOT store Primary Account Numbers (PAN) data such as credit card numbers, checking account numbers, or other banking information in AddressTwo.
Notwithstanding the foregoing, we may share User Content with third parties in the following circumstances:
Service Providers: We may employ third party service providers to perform functions on our behalf. They may have access to User Content needed to perform their functions, but may not use it for other purposes. AddressTwo will only select service providers who agree to act only on User's instructions and ensure the security of User Content that it processes.
Legal Obligations: From time to time, we may be required to share personal information in response to a valid court order, subpoena, government investigation, or as otherwise required by law. We also reserve the right to report to law enforcement agencies any activities that we, in good faith, believe to be unlawful.
User has the right to request destruction or return of any User Content. AddressTwo will not retain User Content in perpetuity beyond an explicit instruction to delete, in whole or in part.
5. General Email Rules and Guidelines
The AddressTwo campaign manager and any other AddressTwo features which deliver email, bulk mail, or outbound communication of any kind, has been developed to enable you to communicate with subscribers that have opted-in (i.e. expressly given their permission) to receive information from your company. You may not use any AddressTwo product or service for the purpose of sending unsolicited email, or "Spam." AddressTwo respects anti-Spam laws and asks you to act accordingly. You may not use any AddressTwo product, service or tool for purposes of breaking any law. You must follow any posted guidelines regarding content and commercial activity limitations. All email addresses that you use must be solely derived from permission based lists. AddressTwo may not be used to send emails to individuals that have not opted-in to receive information via email from your company.
All e-mail messages sent out must comply with all relevant federal and state laws and all content must not violate any federal, state law, code, or regulation, whether criminal or civil in nature.
All e-mail messages must comply with the following:
6. Special Email Provisions
Adding New Members: You will use a "single opt-in" or subscription method for all new list members.
Importing Members: You may only import members previously obtained directly by you using the "single opt-in" or "double opt-in" procedures. You may not import opt-out members directly into your list under any circumstances. You MAY NOT import members from co-registered or purchased sources, regardless of the confirmation status of said members.
Content: Some content (both subject and body content) may not be sent through AddressTwo under any circumstances. This includes the following but is not limited to:
If you are unsure about how this applies to your email content, please contact us before using the service.
YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS ADDRESSTWO AND ITS SUBSIDIARIES, AFFILIATES, SHAREHOLDERS, OFFICERS, DIRECTORS, AGENCTS, LICENSORS, DIRECTORS, SUPPLIERS, OTHER PARTNERS, EMPLOYEES AND REPRESENTATIVES FROM ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEY'S FEES, MADE BY ANY THIRD PARTY TO OR ARISING OUT OF USE OF ADDRESSTWO, YOUR USE OF OR CONNECTION TO ADDRESSTWO (INCLUDING ANY USE BY YOU ON BEHALF OF YOUR EMPLOYER), YOUR VIOLATION OF THE AGREEMENT, INCLUDING BUT NOT LIMITED TO YOUR SUBMISSION OR USE OF ANY CONTENT THAT IS (A) FRAUDULENT, INACCURATE, A MISREPRESENTATION, DISHONEST, OR (B) IS A VIOLATION OF ANY RIGHTS OF ANY THIRD PARTIES.
8. DISCLAIMER OF WARRANTIES
YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK UNLESS OTHERWISE EXPLICITLY STATED. THE WEBSITE, INCLUDING THE INFORMATION AND ADDRESSTWO SERVICES (AS DEFINED ABOVE) ARE PROVIDED ON AN "AS IS" "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS. ADDRESSTWO DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES OF ANY KIND, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. ADDRESSTWO MAKES NO REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES AS TO THE USEFULNESS QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ADDRESSTWO.
ADDRESSTWO MAKES NO WARRANTY OR REPRESENTATION THAT: (a) ADDRESSTWO WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (b) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF ADDRESSTWO WILL BE ACCURATE OR RELIABLE; (c) THE QUALITY OF ANY PRODUCTS, SERVICES, WEBSITE CONTENT, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED FROM THE WEBSITE WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS; OR (d) ANY ERRORS IN ADDRESSTWO WILL BE CORRECTED. IN PARTICULAR, ADDRESSTWO'S OPERATION MAY BE MOMENTARILY INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR TECHNICAL IMPROVEMENTS. ADDRESSTWO DISCLAIMS ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONING. FURTHERMORE, ADDRESSTWO DISCLAIMS ALL LIABILITY FOR ANY MISFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE ADDRESSTWO SITE DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES LINKED TO THE INTERNET SERVICE PROVIDER, TO THE SATURATION OF THE INTERNET NETWORK, AND FOR ANY OTHER REASON OUTSIDE THE REASONABLE CONTROL OF ADDRESSTWO AND/OR ADDRESSTWO.
YOU ASSUME ALL RISK FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM OBTAINING ANY WEBSITE CONTENT FROM ADDRESSTWO, INCLUDING ANY DAMAGES RESULTING FROM COMPUTER VIRUSES.
ADDRESSTWO IS NOT RESPONSIBLE, AND MAKES NO REPRESENTATIONS OR WARRANTIES FOR THE DELIVERY OF ANY MESSAGES (SUCH AS EMAILS, POSTING OF ANSWERS OR TRANSMISSION OF ANY OTHER USER GENERATED CONTENT) SENT THROUGH ADDRESSTWO TO ANYONE. IN ADDITION, WE NEITHER WARRANT NOR REPRESENT THAT YOUR USE OF THE ADDRESSTWO SERVICES WILL NOT INFRINGE THE RIGHTS OF THIRD PARTIES. ANY MATERIAL, SERVICE, OR TECHNOLOGY DESCRIBED OR USED ON ADDRESSTWO MAY BE SUBJECT TO INTELLECTUAL PROPERTY RIGHTS OWNED BY THIRD PARTIES WHO HAVE LICENSED TO US SUCH MATERIAL, SERVICE, OR TECHNOLOGY.
ADDRESSTWO DOES NOT HAVE ANY OBLIGATION TO VERIFY THE IDENTITY OF THE PERSONS SUBSCRIBING TO ITS SERVICES, NOR DOES IT HAVE ANY OBLIGATION TO MONITOR THE USE OF ITS ADDRESSTWO SERVICES BY OTHER USERS; THEREFORE, ADDRESSTWO DECLINES ALL LIABILITY FOR INACCURATE INFORMATION; FRAUD; NEGLIGENCE; WILLFUL MISCONDUCT; OR ANY OTHER INAPPROPRIATE USE OF ADDRESSTWO.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU.
TO THE FULL EXTENT PERMITTED BY LAW, ADDRESSTWO IS NOT LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, USE, DATA, ELECTRONICALLY TRANSMITTED ORDERS, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR IN CONNECTION WITH ADDRESSTWO, EVEN IF ADDRESSTWO HAS PREVIOUSLY BEEN ADVISED OF, OR REASONABLY COULD HAVE FORESEEN, THE POSSIBILITY OF SUCH DAMAGES, HOWEVER THEY ARISE, WHETHER IN BREACH OF CONTRACT OR IN TORT (INCLUDING NEGLIGENCE), INCLUDING WITHOUT LIMITATION DAMAGES DUE TO: (a) THE USE OF OR THE INABILITY TO USE ADDRESSTWO; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED, OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM ADDRESSTWO; (c) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON ADDRESSTWO, INCLUDING WITHOUT LIMITATION UNAUTHORIZED ACCESS TO OR ALTERATION OF TRANSMISSIONS OR DATA, MALICIOUS OR CRIMINAL BEHAVIOR, OR FALSE OR FRAUDULENT TRANSACTIONS; OR (d) ADDRESSTWO CONTENT OR INFORMATION YOU MAY DOWNLOAD, USE, RELY UPON, MODIFY OR DISTRIBUTE.
8. Termination of Service
We reserve the right to terminate any and all service provided to you at any time without notice for any reason we deem fit. We also reserve the right to discontinue any service or modify any service with no notice to you. If we terminate services to you, we will deactivate your account. We shall not be liable to you or any third party if we terminate your account and you agree to hold us harmless and indemnify us from any third party claims arising from the termination of your account. No refunds will be granted to you if we terminate your account. You agree that any material breach of this Agreement will result in irreparable harm to AddressTwo for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, AddressTwo will be entitled to equitable relief, including both a preliminary and permanent injunction, if such a breach occurs. You waive any requirement for the posting of a bond or other security if AddressTwo seeks such an injunction.
10. Advertisements and Promotions
AddressTwo may run advertisements and promotions from third parties on the Website. Your correspondence or business dealings with, or participation in promotions of, advertisers other than AddressTwo found on or through the Website, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. AddressTwo is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such non-AddressTwo advertisers on the Website.
11. Third Party Content
You may find links to other Internet sites or resources on the Website. You acknowledge and agree that AddressTwo is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Website Content, advertising, products, or other materials on or available from such sites or resources. AddressTwo will not be responsible or liable, directly or indirectly, for any actual or alleged damage or loss caused by or in connection with use of or reliance on any such Website Content, goods or services available on or through any such site or resource.
12. Use of Third Party Applications
From time to time, AddressTwo uses third party applications, hardware, software, and services in providing functionality to you. For the purposes of providing functionality to you—including but not limited to synchronization, email delivery, calendar hosting, and mail delivery—AddressTwo will pass data—including, but not limited to, user login credentials, contact data, subscriber email addresses, and other stored contact information for your customers, prospects, accounts, leads, an other business contacts—to third parties. AddressTwo is not required to disclose third parties involved in any of the above described transactions or features.
14. Controlling Law
Indiana law and controlling U.S. federal law govern any action related to the Terms and/or your use of the Websie. Choice of law rules of any jurisdiction will not apply to any dispute under the Terms. You and AddressTwo agree to submit to the personal and exclusive jurisdiction of the courts located within the court of Marion, Indiana, U.S.A.
15. Entire Agreement
This Agreement contains the full understanding between the parties and supersedes all prior representations or agreements, whether oral or written, with respect to such matters. If any provision of the Terms is held invalid by any law or reulation of any government, or by any court, the parties agree that such provision will be replaced with a new provision that accomplishes the original business purpose, and the other provisions of the Terms will remain in full force and effect.
As a condition to access AddressTwo, you agree to this User Agreement and to strictly observe the following DOs and DON'Ts. The following list of do's and don'ts is not exhaustive and further should not be construed by any User or third party as a ADDRESSTWO representation that such actions have or have not occurred.
· comply with all applicable laws, including, without limitation, tax laws, export control laws and regulatory requirements;
· provide accurate information to us and update it as necessary;
· review and comply with notices sent by ADDRESSTWO and/or AddressTwo concerning AddressTwo;
· duplicate, license, sublicense, publish, broadcast, transmit, distribute, perform, display, sell, rebrand, otherwise transfer or commercially exploit AddressTwo (excluding content posted by you) except as permitted in the User Agreement;
· reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying intellectual property used to provide AddressTwo, or any part thereof;
· utilize information, content or any data you view on and/or obtain from AddressTwo to provide any service that is competitive, in AddressTwo's sole discretion, with AddressTwo;
· adapt, modify or create derivative works based on AddressTwo or technology underlying the Services, or other Users' content, in whole or part;
· rent, lease, loan, trade, sell/re-sell access to AddressTwo or any information therein, or the equivalent, in whole or part;
· use manual or automated software, devices, scripts robots, other means or processes to access, "scrape," "crawl" or "spider" any web pages contained in the site;
· access, via automated or manual means or processes, AddressTwo for purposes of monitoring its availability, performance or functionality or for any competitive purpose;
· engage in "framing," "mirroring," or otherwise simulating the appearance or function of AddressTwo's Website;
· attempt to or actually access AddressTwo by any means other than through the interface provided by AddressTwo;
· attempt to or actually override any security component included in or underlying AddressTwo;
· engage in any action that interferes with the proper working of or places an unreasonable load on our infrastructure, including but not limited to unsolicited communications, attempts to gain unauthorized access, or transmission or activation of computer viruses;
· remove any copyright, trademark or other proprietary rights notices contained in or on AddressTwo, including those of both AddressTwo or any of its licensors;
· use any information obtained from AddressTwo to harass, abuse or harm another person;
· interfere with or disrupt AddressTwo, including but not limited to any servers or networks connected to AddressTwo, or disobey any requirements, procedures, policies or regulations of networks connected to the AddressTwo;
· use or attempt to use another's account without authorization from the Company, or create a false identity on AddressTwo;
· infringe or use AddressTwo's brand, logos and/or trademarks, including, without limitation, using the word "AddressTwo" in any business name, email, or URL or including AddressTwo's trademarks and logos on any Website without authorization;
· upload, post, email, transmit or otherwise make available or initiate any content that:
o is fraudulent, inaccurate, incomplete, dishonest, a misrepresentation, or out-of-date;
o falsely states, impersonates or otherwise misrepresents your identity;
o is unlawful, libelous, abusive, obscene, discriminatory or otherwise objectionable;
o includes information that you do not have the right to disclose or make available under any law or under contractual or fiduciary relationships (such as insider information, or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
o infringes upon patents, trademarks, trade secrets, copyrights or other proprietary rights;
o includes any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation.
o contains software viruses or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment of AddressTwo or any User of AddressTwo;
o forges headers or otherwise manipulate identifiers in order to disguise the origin of any communication transmitted through the Services.