By using ReachMail or signing up for an account, you’re agreeing to the provisions set forth herein, which will result in a legal agreement between you and ReachMail (“Agreement”). We’ll start with the basics, including a few definitions that should help you understand these provisions. ReachMail (“ReachMail,” “Easy-SMTP,” “we,” or “us”) is an online marketing and transactional email platform (the “Service”) that allows you to, among other things, create, send, and manage certain marketing campaigns, including, without limitation, emails, and mailings (each a “Campaign,” and collectively, “Campaigns”). As a customer of the Service or a representative of an entity that’s a customer of the Service, you’re a “Member” according to this Agreement (or “you”).

These Terms of Service (“Terms,” including our Acceptable Use Policy, Billing Policy, and Privacy Policy) define the terms and conditions under which you’re allowed to use the Service in accordance with the Agreement, and how we’ll treat your account while you’re a Member. If you don’t agree to these Terms, you must immediately discontinue your use of the Service.

§1 ACCOUNT

1.1. Eligibility and Authority

In order to use the Service, you must:

1. be at least eighteen (18) years old and able to enter into contracts;
2. complete the registration process;
3. agree to these Terms;
4. provide true, complete, and up-to-date contact and billing information;
5. represent that you are authorized to accept these Terms if you are accessing or using our Services on behalf of another person or entity, and that the person or entity agrees to be responsible to us if you or the other person or entity violates these Terms; and
6. not be based in Cuba, Iran, North Korea, Syria, or any other country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist-supporting” country.

By using the Service, you represent and warrant that you meet all the requirements listed above, and that you won’t use the Service in a way that violates any laws or regulations. Note that by representing and warranting, you are making a legally enforceable promise.

ReachMail may refuse service, close accounts of any users, and change eligibility requirements at any time.

1.2. Term

When you sign up for the Service and agree to these Terms, the Agreement between you and ReachMail is formed, and the term of the Agreement (the “Agreement Term”) will begin. The Agreement Term will continue for as long as you have a ReachMail account or until you or we terminate the Agreement in accordance with these Terms, whichever happens first. If you sign up for the Service on behalf of a company or other entity, you represent and warrant that you have the authority to accept these Terms and enter into the Agreement on its behalf.

1.3. Termination and Closing Accounts

ReachMail may terminate the Agreement and close your account at any time for violation of the provisions set forth in the Terms. Either party may terminate this agreement at any time by providing thirty (30) days written notice to the other party at the addresses provided herein. We may suspend the Service to you at any time, with or without cause. Once your account is terminated, you acknowledge and agree that we may permanently delete your account and all the data associated with it, including your Campaigns.

If we terminate your account without cause, and your account is a paid account, we’ll refund a prorated portion of your monthly prepayment or reimburse you for unused email credits. ReachMail will give you a refund for a prepaid month if we stop providing the Service and terminate your account without cause. We may also, at our sole discretion, offer a refund if a Member requests one. We won’t refund or reimburse you in any other situation, including if your account is suspended or terminated for cause, like a breach or any violation of the Agreement.

1.4. Account Security

You must maintain the security of your account, not share your account credentials, and promptly notify us if you discover or suspect that someone has accessed your account without your permission. We are not responsible for any losses due to stolen or hacked passwords that are caused by or result from your negligence.

1.5. Account Disputes

You won’t request access to or information about an account that’s not yours, and you’ll resolve any account-related disputes directly with the other party. We decide who owns an account based on the content in that account, and if multiple people or entities are identified in the content, then we’ll rely on the contact and profile information listed for that account. In cases where differing contact and profile information is present, we’ll require you to resolve the matter through proper channels outside of ReachMail.

When a dispute is identified, we may suspend any account associated with the dispute, including disabling login and sending capabilities, to protect the security and privacy of the data held within the account.

§2 Rights

2.1. Proprietary Rights Owned by Us

You will respect our proprietary rights in the Website and the software used to provide the Service (proprietary rights include, but aren’t limited to, patents, trademarks, service marks, trade secrets, copyrights, and other intellectual property).

2.2. Proprietary Rights Owned by You

Our Services may allow you and other users to create, post, store and share marketing or other communications content. Except for the license you grant below, you retain all rights in and to your content, as between you and ReachMail. You grant us a nonexclusive, royalty-free, worldwide, fully-paid, and sub-licensable license to use, reproduce, adapt, publish, translate, distribute, and display your content to the recipients or audience designated by you or otherwise in accordance with the settings you specify in the Services. You may not create, post, store or share any content that violates these Terms, including our Acceptable Use Policy, or for which you do not have all the rights necessary to grant us the license described above. You represent and warrant that you either own or have permission to use all of the material, content, data, and information (including your personal information and the personal information of others) you submit to ReachMail in the course of using the Service. When using the Services, you may import data, including personally identifiable information, regarding your contacts (“Contact Data”). We use Contact Data only to provide services to you and at your direction, and do not disclose Contact Data to third parties, except as follows:

• We may share Contact Data with our third party service providers to provide our Services or administer the site.
• If any portion of ReachMail is sold, Contact Data may be part of the business assets we transfer. Contact Data also may be disclosed if ReachMail is considering or completes the financing, securitization, insuring, sale, assignment or other transfer of all or part of the company.
• We may disclose Contact Data as we reasonably believe is necessary to comply with any judicial or governmental subpoenas, warrants or orders.
• We reserve the right to use, disclose and share your information and Contact Data to investigate, prevent or take action with respect to any potential or actual fraud, illegal activities, circumstances which threaten the physical safety of any person, violations of these Terms or as otherwise required by law.
• We may receive requests directly from individuals not to receive emails from our Services. To comply with international data protection laws and to respect their requests, we place those individuals on our “do not email list” so that they may no longer receive emails from our Services.

2.3. Privacy Policy

Your privacy is important to us. Please read our Privacy Policy for information regarding how we collect, use, and disclose your Content and personal information and protect your privacy when you use the Service.

2.4. Right to Review Campaigns

We may view, copy, and internally distribute Content from your Campaigns and account to create algorithms and programs (“Tools”) that help us spot problem accounts and improve the Service. We use these Tools to find Members who violate these Terms or laws and to study data internally to make the Service better and create better experiences for Members and their contacts.

§3 BILLING POLICY

By agreeing to these Terms, you agree to our Billing Policy found here.

§4 RULES AND ABUSE

4.1. General Rules

ReachMail doesn’t permit accounts which in the sole discretion of ReachMail, have the primary purpose of promoting or inciting harm toward others or the promotion of discriminatory, hateful, or harassing Content. To this end, we may suspend or terminate your account if you send a Campaign or otherwise distribute any Content that we determine, in our sole discretion, violates any of the provisions set forth in our Acceptable Usage Policy.

By agreeing to these Terms, you promise to follow all rules detailed in our Acceptable Usage Policy. If you violate any of these rules, we may suspend or terminate your account.

4.2. Compliance with Laws

You represent and warrant that your use of the Service will comply with all applicable laws and regulations. You’re responsible for determining whether the Service is suitable for you to use in light of your obligations under any regulations like HIPAA, GLB, EU data privacy laws (including the General Data Protection Regulation) (collectively, “EU Data Privacy Laws”), United States export control laws and regulations and economic sanctions laws and regulations (“U.S. Export Control Laws and Regulations”), or other applicable laws. If you’re subject to regulations (like HIPAA) and you use the Service, then we won’t be liable if the Service doesn’t meet those requirements. You may not use the Service for any unlawful or discriminatory activities, including acts prohibited by the Federal Trade Commission Act, Fair Credit Reporting Act, Equal Credit Opportunity Act, Children’s Online Privacy Protection Act, or other laws that apply to commerce.

If you collect any personal information pertaining to a minor and store such information within your ReachMail account, you represent and warrant that you have obtained valid consent from the minor according to the applicable laws of the jurisdiction in which the minor lives, or that you have otherwise obtained the required parental or guardian consent according to the applicable laws of the jurisdiction in which the minor lives.

If you’re located in the European Economic Area, the United Kingdom, or Switzerland (collectively, the “EEA”) and/or distribute Campaigns or other Content through the Service to anyone located in the EEA (each such Member an “EEA Member”) in creating your Campaign distribution list, sending Campaigns via the Service, and/or otherwise collecting information as a result of creating or sending Campaigns, you represent and warrant to ReachMail that:

1. You will clearly post, maintain, and abide by a publicly accessible privacy notice on the digital properties from which the underlying data is collected that satisfies the requirements of applicable data protection laws, describes your use of the Service, and includes a link to ReachMail’s Privacy Policy.
2. You will get and maintain all necessary permissions and valid consents required to lawfully transfer data to us and to enable such data to be lawfully collected, processed, and shared by us for the purposes of providing the Service or as otherwise directed by you.
3. You will comply with all laws and regulations applicable to the Campaigns sent through the Service, including those relating to (a) acquiring consents (where required) to lawfully send Campaigns, (b) the Content of Campaigns, and (c) your Campaign deployment practices.

In addition, if you are an EEA Member, you acknowledge and agree that we have your prior written authorization to respond, at our discretion, to any data subject access requests we receive from your contacts made under EU Data Privacy Laws, or, alternatively, we may direct any such contacts to you so that you can respond to the request accordingly.

You agree to indemnify and hold us harmless from any losses, including all legal fees and expenses, that result from your breach of this Section 4.2.

4.3. Reporting Abuse

If you think anyone using the Services is violating any of these Terms, please notify us immediately by emailing abuse@reachmail.com.

4.4. Copyright Complaints

We have a policy of limiting access to our Services and terminating the accounts of users who infringe the intellectual property rights of others. If you believe that anything on our Services infringes any copyright that you own or control, you may notify ReachMail’s Designated Agent as follows:

Designated Agent: Greg Gulik
Address: 9920 Pacific Heights Blvd, Suite 150, San Diego, CA 92121
Telephone Number: 1-888-947-3224
E-Mail Address: violation@reachmail.com

Please see 17 U.S.C. §512(c)(3) for the requirements of a proper notification. Also, please note that if you knowingly misrepresent that any activity or material on our Services is infringing, you may be liable to ReachMail for certain costs and damages.

§5 LIABILITY

5.1. Limitation of Liability

To the maximum extent permitted by law, you assume full responsibility for any loss that results from your use of the Website and the Service, including any downloads from the Website. We will not be liable for any indirect, punitive, special, or consequential damages under any circumstances, even if they’re based on negligence or we’ve been advised of the possibility of those damages. In any calendar month, our total liability to you arising under or in connection with the Agreement—whether in contract, tort (including negligence), breach of statutory duty, or otherwise—will be no more than what you paid us for the Service the preceding month. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusions may not apply to you.

In addition, for the avoidance of doubt, in no instance will we be liable for any losses or damages you suffer if you use the Service in violation of our Acceptable Use Policy, regardless of whether we terminate or suspend your account due to such violation.

5.2. Warranties

To the maximum extent permitted by law, we provide the Website and the Service as-is. This means that, except as expressly stated in these Terms, we don’t provide warranties, conditions, or undertakings of any kind in relation to the Website and/or Service, either express or implied. This includes, but isn’t limited to, warranties of merchantability and fitness for a particular purpose, which are to the fullest extent permitted by law, excluded from the Agreement. Since Members use the Service for a variety of reasons, we can’t guarantee that it will meet your specific needs.

5.3. Disclaimers

We do not control, endorse or take responsibility for any marketing content, third-party content or third-party services made available on or linked to by our Services. Your use of our Services is at your sole risk. ReachMail does not represent or warrant that our services are accurate, complete, reliable, current or error-free. While we attempt to make your access to and use of our Services safe, we cannot and do not represent or warrant that our Services or servers are free of viruses or other harmful components. You assume the entire risk as to the quality and performance of the Services.

As between you and ReachMail, you will be solely responsible for responding to and honoring all requests relating to the rights of your contacts and their personal data pursuant to and in accordance with applicable data protection laws.

5.4. Indemnity

To the fullest extent permitted by applicable law, you will indemnify, defend, and hold harmless ReachMail, our parent, subsidiaries and affiliates, and each of our respective officers, directors, agents, partners and employees against any loss, liability, claim, demand, damages, expenses or costs ("Claims") arising out of or related to (a) your access to or use of our Services; (b) your marketing content or feedback; (c) your violation of these Terms; (d) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights); (e) you violation of any laws or regulations; (f) any misrepresentation made by you; (g) a breach of any representations or warranties you’ve made to us; or (h) your conduct in connection with our Services. You agree to promptly notify us of any third-party Claims, cooperate with us in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys' fees). You also agree that ReachMail will have control of the defense or settlement of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and ReachMail.

Additionally, you agree to indemnify and hold us harmless from any losses, including legal fees and expenses that directly or indirectly result from any Claims you make that aren’t allowed under these Terms due to a “Limitation of Liability” or other provision.

5.5. Legal Fees and Expenses

If we file an action against you claiming you breached these Terms and we prevail, we’re entitled to recover all reasonable legal fees, expenses, and any damages or other relief we may be awarded.

5.6. Equitable Relief

If you violate these Terms, you agree that we may seek injunctive relief or other equitable relief.

5.7. Subpoena Fees

If we have to provide information in response to a subpoena, court order, or other legal, governmental, or regulatory inquiry related to your account, then we may charge you for our costs. These fees may include attorney and employee time spent retrieving the records, preparing documents, and participating in a deposition.

§6 MISCELLANEOUS

6.1. Commercial Items

If acquired by any agency of the U.S. Government, such agency acknowledges that (a) the Services constitute "commercial computer software" or "commercial computer software documentation" for purposes of 48 C.F.R. §12.212 and 48 C.F.R. §227.7202, as applicable; and (b) such agency's rights are limited to those specifically granted under these Terms.

6.2. Assignments

You may not assign any of your rights under this agreement to anyone else. We may assign our rights to any other individual or entity at our discretion.

6.3. Choice of Law and Venue

These Terms and your access to and use of our Services will be governed by and construed and enforced in accordance with the laws of the State of Illinois, without regard to conflict of law rules or principles (whether of Illinois or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts of Illinois and the United States, respectively, sitting in Cook County, Illinois.

6.4. Severability

If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.

6.5. Waiver

The failure of ReachMail to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision.

6.6. Headings

The section titles in these Terms are for convenience only and have no legal or contractual effect.

6.7. Third-party Beneficiaries

Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity.

6.8. Force Majeure

We won’t be held liable for any delays or failure in performance of any part of the Service, from any cause beyond our control. This includes, but is not limited to, acts of god, changes to law or regulations, embargoes, war, terrorist acts, riots, fires, earthquakes, nuclear accidents, floods, strikes, power outages, unusually severe weather conditions, and acts of hackers or third-party internet service providers.

6.9. Notices

Any notice to you will be effective when we send it to the last email or physical address you gave us or when posted on our Website. Any notice to us will be effective when delivered to us: 9920 Pacific Heights Blvd, Suite 150, San Diego, CA 92121.

6.10. Export Controls

The software that supports the Service (the “Software”) is subject to U.S. Export Control Laws and Regulations. None of the Software may be downloaded or otherwise exported or re-exported in violation of U.S. Export Control Laws and Regulations and any other applicable export laws and regulations (collectively, “Export Control Laws”). Therefore, you agree that you won’t, directly or indirectly through a third party, allow the Software or your Campaigns to be accessed or generated from within, or distributed or sent to, any prohibited or embargoed country as mentioned in any Export Control Laws. In addition, you warrant that neither you nor any principals, officers, directors, or any person or entity you know to be directly involved with the use of the Service is designated on any U.S. government list of prohibited or restricted persons.

6.11. Entire Agreement

This Agreement makes up the entire agreement between you and ReachMail in relation to its subject matter and supersedes all prior agreements, representations, and understandings.

6.12. Changes to These Terms

We may make changes to these Terms from time to time. If we make changes, we will post the amended Terms to our Services and update the “Last Updated” date above. We may also attempt to notify you by providing notice through our Services. Unless we say otherwise in our notice, the amended Terms will be effective immediately and your continued access to and use of our Services after we provide notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop accessing and using our Services.