These terms and conditions are a legal agreement between you (“You” or “Client”) and MiraMax Media, LLC, DBA Email Answers (“Email Answers”, “MiraMax Media LLC”, “We” or “Us”). This Agreement takes precedence over and supersedes any prior agreement, whether oral or written, express or implied, between the parties, including any non-disclosure or confidentiality agreement.
By accepting these terms and/or using Email Answers website, located at www.emailanswers.com or the email list cleaning and validation service we provide (collectively our “Email List Cleaning and Validation Service”), you represent that you have authority to bind the party being issued access to our Email List Cleaning and Validation Service, such as through our website via the Internet (your “Account”) and otherwise act on their behalf (you and any such party are collectively referred to as “You”). In exchange for use of and access to our Email List Cleaning and Validation Service and/or their technical specifications (“Specifications”) you agree to be bound by these Email List Cleaning and Validation Service Terms and Conditions (this “Agreement”).
1. Permission to Use Email List Cleaning and Validation Service
a. You may use Email Answers Email List Cleaning and Validation Service only in accordance with the terms and conditions of this Agreement, whether those Email List Cleaning and Validation Service are accessed (in our sole discretion) by you in automated fashion, logging in to our website, through a connection to a web service or through human input of email addresses.
b. You are responsible for any and all use of Email List Cleaning and Validation Service by your Account. You agree to pay all charges arising from such use, pursuant to these or supplemental terms of payment. You therefore agree not to share your account password with any person who is not your agent or employee authorized to act on your behalf.
2. Length of Use
Your non-exclusive license to use Email Answers Email List Cleaning and Validation Service does not allow you to store Data on our web based system for more than 48 hours from the time you place an order or upload a list. All of your data will be truncated and deleted from our website in 48 hours automatically.
Payments made to purchase this service are non-refundable.
4. Restrictions on Data and Information You Receive From Us
a. Resale Prohibited. The data and information received from using our email list cleaning and validation service may be used solely for your own personal or internal business purposes. Except as otherwise permitted by Us in writing, You may not sell, lease, rent or except as otherwise set forth in this Agreement provide to any other party (i) the Email List Cleaning and Validation Service Data, (ii) your own file, as enhanced with the Supplemental Data, or (iii) any direct marketing list, model, analysis, code, or report utilizing or derived from the Data.
b. If you wish to do any of the above, please contact us at email@example.com regarding how you may become a reseller or partner.
c. Duty not to Interfere. You shall not interfere or attempt to interfere in any manner with the proper working of Email Answers website, system, service or its operation. If We find (in our sole discretion) that you or anyone representing your account have attempted or actually interfered, damaged, tried to damage, hacked or in any manner disrupted or attempted to disrupt the Email Answers website or use by any other person of the email list cleaning and validation service, your account will be cancelled and terminated immediately.
d. Restricted to Your Marketing Programs. Email List Cleaning and Validation data may solely be used for your marketing programs to consumers and businesses, including house file enhancements, modeling and email list analysis.
e. Restricted Marketing Activities. Client shall not use any information obtained from the usage of any of Email Answers services to advertise, sell, or exchange any products or services relating to illegal or illicit activities, including, without limitation, sexual products or services, drug products or services, pornographic materials, weapons, or involving alcohol and tobacco marketing where illegal.
f. Communication Restrictions. All marketing communications used in connection with any list created by or for Client derived from Email Answers email list cleaning and validation services shall (i) be devoid of any reference to any selection criteria or presumed knowledge concerning the intended recipient of such solicitation, or the source of the recipient’s name and address; (ii) comply with all applicable federal and state laws, rules and regulations; and (iii) comply with all applicable privacy policies, ethical use and Information Practices published by the Direct Marketing Association (“DMA”).
g. Further Third Party Restrictions. Client may not use the email list cleaning and validation service, in whole or in part, in the development of (i) any application that is outside the scope of this Agreement or (ii) any data products or services to be provided to third parties including, without limitation, any list enhancement data appending service or product.
h. Information Safeguards. Client represents and warrants that, it has implemented and maintains an information security program that contains administrative, technical, and physical safeguards that are appropriate to its size and complexity the nature and scope of its activities, and the sensitivity of any customer information at issue.
5. Your Further Obligations
a. Security. You agree to use reasonable efforts to keep email answers data and information in a secure environment at all times according to commonly acceptable security standards for enterprise data, and in an environment at least as secure as that in which you keep your own confidential or proprietary data.
b. Compliance with Laws. In accepting and using the Email List Cleaning and Validation Service, you accept responsibility for complying with all applicable government laws, rules and regulations, and all third party rights. You will not submit customer data to us in a way that is inconsistent with any promises or representations you have made to your customers.
6. These Other Rights We Have, or That You Grant Us
a. Monitoring. You agree that Email Answers may monitor any Email List Cleaning and Validation Service activity to fulfill our obligations to you or under the law, or to ensure compliance with these terms.
b. Our Rights to Use Submission Data. Email Answers will never sell or send email marketing messages to the email data submitted by you through Email Answers website or by any other means. In full or partial consideration for our providing our Email List Cleaning and Validation Service to you, Email Answers may maintain in our database a copy of the email that you submit to use through any means, including through our website or FTP. You agree that we shall have the perpetual right to maintain, access, and use the Submitted Data for our internal and commercial purposes, including for internal data indexing, data linkage, data comparisons and data inferencing (including making inferences about a data subject’s demographic data), in order to improve Email Answers services. We may also use aggregated Submission Data to create and provide aggregated analysis (such as control sets) to our customers.
c. Further Restrictions on Email Answers. Notwithstanding the above, we agree never to use your submitted email data to send unsolicited email to your customers, or to provide or disclose your uploaded email data to any third party (except for contractors operating under our direction, who have signed non-disclosure agreements). We will never disclose to a third party (except for contractors operating under our direction, who have signed non-disclosure agreements) the existence of a customer relationship between you and your customer.
d. We May Disclose Our Relationship With You for Our Marketing Purposes. You agree that we may use your company’s name to identify your company as a customer of Email Answers, for our own marketing and/or promotional purposes.
e. Our Marks and Logos. Using Email Answers website or any of the services offered doesn’t give you permission to use any MiraMax Media LLC or Email Answers trademark, brand or logos. If you’d like to, please email us at firstname.lastname@example.org.
f. Experimental Data Services. The availability of the Email List Cleaning and Validation Service, and the terms upon which it is available, are continually under experimentation and development. You acknowledge and agree that this Agreement does not create any estoppel, or other right to rely upon continued Email List Cleaning and Validation Service access, and you hereby waive, and agree not to assert, any such claims against MiraMax Media LLC or Email Answers under contract law or any other legal theory.
g. No Continued Access or Standard. We may suspend or terminate your access to the Data Services, or change any of the Data Services Terms, Licenses, Specifications, Protocols or Methods of Access for any or no reason and will bear no liability for such decisions. It is solely your responsibility at all times to back-up your data and to be prepared to manage your accounts and conduct your business without access to the Data Services.
h. No Service Level. EMAIL ANSWERS DOES NOT REPRESENT OR WARRANT, AND SPECIFICALLY DISCLAIMS, THAT THE DATA SERVICES WILL BE AVAILABLE WITHOUT INTERRUPTION OR WITHOUT BUGS.
i. Our Proprietary Rights and Your Limited License Rights. The Email List Cleaning and Validation Service are the intellectual property and proprietary information of MiraMax Media LLC and our licensors. Except as expressly granted herein, this Agreement does not grant either party any intellectual property or other proprietary rights. You hereby release and covenant not to sue MiraMax Media LLC or Email Answers and its corporate officers, affiliates and any of their licensees, assigns or successors, for any and all damages, liabilities, causes of action, judgments, and claims (a) pertaining to any intellectual property you develop that is based on, uses, or relates to the Email List Cleaning and Validation Service; or (b) which otherwise may arise in connection with your use of, reliance on, or reference to the Email List Cleaning and Validation Service Data. Email Answers grants you a nonexclusive, non-transferable, non-sub-licensable, revocable, limited license to use the services we make available with the Email List Cleaning and Validation Service on any computer that you own or control. You may not charge any third party for using the Email List Cleaning and Validation Service, and you may not modify, adapt, reverse engineer (except as otherwise permitted by applicable law notwithstanding such limitation), decompile or attempt to discover the source code of the Email List Cleaning and Validation Service, or create any derivative works of the Email List Cleaning and Validation Service, or otherwise use the Email List Cleaning and Validation Service except as expressly provided in this Agreement.
j. Email Answers reserves the right to review and pre-approve the Client’s intended use of our email list cleaning and validation service prior to Email Answers acceptance of an order.
7. The Parties’ Additional Respective Legal Rights
1. Indemnification. You shall indemnify, defend and hold MiraMax Media LLC and Email Answers, its employees, agents, affiliates, and licensors harmless from any claim, costs, losses, damages, liabilities, judgments and expenses (including reasonable fees of attorneys and other professionals), arising out of or in connection with any claim, action or proceeding (any and all of which are “Losses”) arising out of or related to any act or omission by you in using the Email List Cleaning and Validation Service, or relating to the development, operation, maintenance, use and contents of the Email List Cleaning and Validation Service or Data, including but not limited to any infringement of any third-party proprietary rights. At Email Answers option, you shall assume control of the defense and settlement of any Loss subject to indemnification by you (provided that, in such event, Email Answers may at any time thereafter elect to take over control of the defense and settlement of any such Loss, and in any event, you shall not settle any such Loss without Email Answers prior written consent).
2. Termination. Any licenses in this Agreement will terminate automatically without notice if you violate any provision of this Agreement. Email Answers may terminate this Agreement or discontinue the Email List Cleaning and Validation Service or any portion or feature thereof for any or no reason and at any time without liability to you.
3. Modification. MiraMax Media LLC or Email Answers may modify any of the terms and conditions contained in this Agreement, at any time and in its sole discretion, by posting the change to this web page, posting a notice to your account, emailing to the email address of your account or otherwise notifying you. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT AND STOP USING THE DATA SERVICES. YOUR CONTINUED USE OF THE DATA SERVICES FOLLOWING A POSTING OR NOTIFICATION OF A CHANGE AS DESCRIBED ABOVE WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE.
4. Disclaimer and Limitation of Liability. The email list cleaning and validation service may be subject to transcription and transmission errors, accordingly, the service is provided on an “as is,” “as available” basis. Any use or reliance upon the email list cleaning and validation service by Client shall be at its own risk. EXCEPT AS SET FORTH IN THIS SECTION, NEITHER EMAIL ANSWERS NOR ANY DATA OWNER MAKES, AND EACH DISCLAIMS, ANY WARRANTIES, EXPRESS OR IMPLIED, HEREUNDER WITH RESPECT TO THE SERVICES, SUPPLEMENTAL DATA, OR THE MEDIA ON WHICH THE EMAIL LIST CLENAING AND VALIDATION DATA IS PROVIDED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF ACCURACY, COMPLETENESS, CURRENTNESS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. EMAIL ANSWERS AND THE DATA OWNER’S AGGREGATE LIABILITY TO END USER, WHETHER FOR NEGLIGENCE, BREACH OF WARRANTY, OR ANY OTHER CAUSE OF ACTION, SHALL BE LIMITED TO THE PRICE PAID FOR THE SERVICES TO WHICH THE INCIDENT RELATES. IN NO EVENT SHALL COMPANY OR SUPPLEMENTAL DATA OWNER BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER OR NOT FORESEEABLE AND HOWEVER ARISING, INCLUDING BUT NOT LIMITED TO LOST INCOME OR LOST REVENUE, WHETHER BASED IN CONTRACT, TORT OR ANY OTHER THEORY.
5. Injunctive Relief. You agree that the limitations and restrictions in this Agreement are necessary and reasonable to protect Email Answers, and that monetary damages may not be a sufficient remedy for breach of this Agreement. You therefore agree not to assert, with respect to an action or motion of Email Answers for injunctive relief with respect to such breach, that monetary damages would be sufficient remedy for such a breach. You agree that Email Answers will be entitled to seek temporary and permanent injunctive relief against any threatened violation of such limitations or restrictions or the continuation of any such violation in any court of competent jurisdiction, without having to prove actual damages.
6. Construction of These Terms. This Agreement is governed by Florida law except for its conflicts of laws principles and must be adjudicated in Palm Beach County, Florida. This is the entire agreement between the parties with respect to its subject matter. This Agreement is entered into solely to benefit You and Email Answers: there are no third party beneficiaries to it. Any conflicting or additional terms contained in additional documents or oral discussions are void (except for written agreement signed by both parties). You may not assign any of your rights hereunder and any such attempt is void. Email Answers may assign this agreement to a successor by way of merger, consolidation, or sale of all or substantially all of its assets to an entity that assumes the business activities that are the subject of this Agreement. You and Email Answers are not legal partners or agents, but are independent contractors. You and Email Answers are not legal partners or agents, but are independent contractors.
7. Construction and Modification of Agreement. If any part of this Agreement is held invalid or unenforceable, the Agreement will be enforced to the maximum extent permitted by law, and the remainder of this Agreement will continue in full force and effect. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes any written or oral prior or contemporaneous agreements and understandings between the Parties.
8. Relationship of Parties. The Parties to this Agreement are independent contractors. There is no relationship of partnership, agency, employment, franchise or joint venture between the Parties. Neither Party has the authority to bind the other or incur any obligation on its behalf.
9. No Third Party Beneficiaries. This Agreement is entered into solely for the benefit of the Parties hereto. There are no third party beneficiaries to this Agreement.
10. Force Majeure. The Parties will not be deemed in breach of this Agreement on account of a delay or failure to perform as required by this Agreement as a result of conditions beyond such Party’s reasonable control, and that such Party is unable to overcome through the exercise of commercially reasonable diligence. The Parties’ obligations to one another shall be excused and/or postponed during and only for the duration of the applicable force majeure event.
11. Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida in the County of Palm Beach without giving effect to conflict of laws principles. Any dispute shall be exclusively resolved by submission to final, binding arbitration, before a single arbitrator, pursuant to the rules and procedures of the American Arbitration Association, in Palm Beach County, Florida.
Last Updated: January, 29, 2015