MailUp Terms of Use

MailUp, Inc. ("MailUp") delivers a unique suite of services to design, launch, and manage multi-channel direct marketing campaigns via e-mail, text messaging, social network messaging, and other channels (the "Services”). Each person who desires to use the Services must agree to the following terms and conditions, as amended and in effect from time to time ("you” or "User").

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY. THESE TERMS AND CONDITIONS OF USE MAY HAVE CHANGED SINCE YOUR LAST USE OF THE SERVICES. YOU AGREE TO CHECK FOR UPDATES TO THESE TERMS AND CONDITIONS OF USE. BY USING THE SERVICES, YOU INDICATE YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS OF USE. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS OF USE, THEN YOU MAY NOT ACCESS THIS WEBSITE NOR USE THE SERVICES.

I. Services and Support

A.The Services are provided subject to the following terms and conditions and any operating policies that MailUp may establish, which are linked and incorporated by reference and include our Privacy Policy, Anti-SPAM Policy, and Service Level Guarantee (collectively, the "Agreement"). MailUp may make changes to the Agreement, or to any part thereof, and continued use of the Services constitutes User's acceptance of any such changes.

B.The Services are available only to persons who can form legally binding contracts under applicable law. If you are using the Services as an employee on behalf of an employer, you must have the authorization to bind your employer by your use of the Services. Without limiting the foregoing, the Services are not available to individuals under the age of 18. If you do not qualify to use the Services, please do not use the Services.

C.Each User must complete a registration form in order to use the Services. User will provide true, accurate, current, and complete information as requested in the registration form, and as part of the vetting process that MailUp has implemented to approve Users of the Services, and will update the information to keep it current. As part of the registration process, User will identify an email address and password for User's MailUp account. User is responsible for maintaining the security of the User account, passwords, and files, and for all uses of User's account and of the Services in User's name. At its sole discretion, MailUp reserves the right to refuse registration or approval of accounts, or cancel an existing account, that it deems to be inappropriate.

D.Technical support for the Services is provided to Users as per the Service Level Guarantee

E.From time to time, MailUp may amend the Agreement, at its sole discretion, by posting updated versions of the Agreement at www.MailUp.com or by notifying User by other means. All such modifications to the Agreement shall become effective upon the posting of the revised Agreement to www.MailUp.com or by the receipt of notification of a change to the Agreement by the User.

II. Restrictions and Responsibilities

A.This is an Agreement for Services, and User is not granted a license to any software by this Agreement. User will not, directly or indirectly: reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Services or any software, documentation, or data related to the Services ("Software"); modify, translate, or create derivative works based on the Services or any Software; or copy (except for archival purposes), distribute, pledge, assign, or otherwise transfer or encumber rights to the Services or any Software; use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party unless specifically authorized by MailUp; or remove any proprietary notices or labels.

B.User represents, covenants, and warrants that User will use the Services only in compliance with MailUp's Anti-Spam Policy, Privacy Policy, and Content Restrictions Policy, and all applicable laws (including but not limited to policies and laws related to spamming, privacy, obscenity, or defamation and child protective email address registry laws).

C.User agrees that each commercial email – defined as any electronic mail message the primary purpose of which is the commercial advertisement or promotion of a commercial product or service - sent by User in connection with the Services shall contain an "unsubscribe" link that allows recipients to remove themselves from User's mailing list. User is prohibited from using the Service to mail to any recipient who has clicked on the unsubscribe link. MailUp automatically processes unsubscribe requests. If User elects to process unsubscribe requests through a separate system, then User shall process all such unsubscribe requests within ten (10) days of request by a User's email recipient. Failure to comply with this requirement may result in a termination of User's account by MailUp, and all payments previously paid to MailUp shall be forfeited by User at the time of termination.

D.User agrees that each email sent by User in connection with the Services shall contain a link to a Privacy Policy, and that such Privacy Policy is compliant with Consumer Privacy regulations in the country or countries in which the User operates its business.

E.For every email message sent in connection with the Services, User acknowledges and agrees that the Services shall automatically add an identifying footer stating "Powered by MailUp" or a similar message, hyperlinked to the MailUp Web site located at http://www.mailup.com, unless User has obtained specific authorization from MailUp to remove such identifying footer.

F.In using the varied features of the Services, User may provide information (such as name, contact information, or other registration information relating to either the User or User's employer) to MailUp. MailUp may use this information and any technical information about User's use of the Services to tailor its presentations to User, facilitate User's movement through the Services’ administration tools, or communicate separately with User. If User accessed the Services through a partner of MailUp, all User information obtained by such partner may be shared with MailUp. MailUp may also share any User information with such partners. MailUp will not provide information to companies User has not authorized, and MailUp will not permit the companies that get such information to sell and redistribute it without User's prior consent.

G.User hereby agrees to indemnify and hold harmless MailUp and its business partners, third party suppliers and providers, licensors, officers, directors, employees, distributors and agents against any damages, losses, liabilities, settlements, and expenses (including without limitation costs and reasonable attorney's fees) in connection with any claim or action that arises in any way from (a) an alleged violation of the Agreement or (b) User's use of the Services. Although MailUp has no obligation to monitor the content provided by User or User's use of the Services, MailUp may do so and may remove any such content or prohibit any use of the Services it believes may be (or alleged to be) in violation of the Agreement.

H.User shall not use the Services in any manner (including, without limitation, the transmission of third party content or information) that may violate or infringe upon any rights of a third party. User shall be subject to the indemnification provisions in this Agreement if User's use of the Services violates or infringes upon such rights.

I.User shall be solely responsible for securely maintaining its user name, password and other account information. MailUp may follow the instructions of any person who represents he is authorized by the User to use or make any changes to the account, provided such person delivers the correct user name and password. MailUp shall have no liability to User for any unauthorized use of User's account or the Services provided hereunder.

III. Termination

A.User may terminate this Agreement at any time by using the Services’ cancellation tools that exist in the account management area of the MailUp Web site, by sending an email message to support@MailUp.com or by sending written notice to, MailUp, Inc. at One Market, Steuart Tower, 5th Floor, San Francisco, CA 94105 USA.

B.MailUp may terminate this Agreement or the Services at any time with or without cause, and with or without notice. MailUp shall have no liability to User or any third party because of such termination. Upon termination by either party, no payments from User held by MailUp shall be refunded at the time of termination and User shall have no recourse against MailUp in relation to non-refunded funds, unused email credits or unused responses remaining (or time left) related to survey or email subscriptions.

C.Upon termination for any or no reason, MailUp may delete any User archived data within 30 days after the date of termination. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, indemnity, warranty disclaimers and limitations of liability. Additional fees may apply to Users who choose to terminate their subscription pricing plan and subsequently choose to reactivate their account under a new subscription pricing plan.

D.When an account is classified (at MailUp's sole discretion) as inactive, MailUp will use reasonable efforts to notify User by email. INACTIVE ACCOUNTS HAVE 30 DAYS TO BECOME ACTIVE OR THE ACCOUNT AND ITS DATA MAY BE PERMANENTLY REMOVED FROM THE MAILUP DATABASE.

IV. Prohibited Content

A.MailUp prohibits Users from sending any type of message via use of the Services with content that is in violation of the Content Restrictions posted on the MailUp Web site at http://www.mailup.com/terms/ or other page that lists such Content Restrictions.

V. Warranty Disclaimer

VI. Limitation of Liability

VII. Export of Services or Technical Data

User may not 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 restrictions, laws, or regulations of the United States or any other applicable country.

VIII. Miscellaneous

A.If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

B.Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.

C.No agency, partnership, joint venture, or employment is created as a result of this Agreement, and User does not have any authority of any kind to bind MailUp in any respect whatsoever.

D.In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover its costs and attorney's fees, in addition to all other damages provided by applicable law.

E.This Agreement shall be governed by the laws of the State of California, USA without regard to its conflict of laws provisions. All legal actions or claims in connection with this Agreement shall be brought in the state or federal courts located in San Francisco, California, USA.