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Terms of Use

Last Updated: August 1, 2017

KleerMail, Corporation and/or any of its wholly owned affiliates (“KleerMail” or “we” or “us” or “our”) provides http://www.kleermail.com (the “Website”) and the Software (as defined below) accessed through the Website subject to the following terms of use (these “Terms of Use”). The “Software” is defined as the KleerMail Direct Mail Automation Platform and any related software downloaded or otherwise accessed by you from the Website. Any reference to “you” or “your” shall include any reference herein to you as a “user” of the Software, including any company that you represent or on whose behalf you are accessing the Software.

You and/or the company you represent may also be subject to other terms in connection with the license hereunder, including but not limited to certain license fees, Software user restrictions and/or other terms, which will be set forth in a separate written agreement, including but not limited to the KleerMail Platform Services & License Agreement & related Exhibits (including the terms and conditions set forth in Exhibit C thereto), by and between KleerMail and you and/or the company you represent, (collectively, the “KleerMail Platform Services & License Agreement”). To the extent there is a conflict between any term in the KleerMail Platform Services & License Agreement and these Terms of Use, these Terms of Use shall govern and prevail.

Your use of the Website is governed by these Terms of Use. By accessing and using the Website you agree to be bound by these Terms of Use. These Terms of Use incorporate the entirety of KleerMail’s Privacy Policy posted on http://www.kleermail.com. Please read these Terms of Use carefully. Also, to the extent applicable to registered users of the Software who click “agree” during the registration process, these Terms of Use also govern your use of the Software. If you do not agree with these Terms of Use, do not use the Website or the Software.

1. WEBSITE CONTENT AND SOFTWARE SERVICE LICENSE

The Website, including without limitation the text, graphics, software, video and audio content, and the like that appear on the Website (the “Website Content”), is owned by or licensed to KleerMail and is subject to copyright and other intellectual property rights protected by laws and other treaties around the world. All such rights are reserved by us. Users may not re-post, republish, reproduce or copy the Website Content to other web sites, or otherwise, without the prior written consent of KleerMail. Users cannot sell, or distribute, Website Content to third parties, prepare derivative works of or otherwise exploit Website Content without the prior written permission of KleerMail. To request permission to re-post, republish, reproduce, copy, sell, distribute, prepare derivative works of or otherwise exploit Website Content, please submit your request in writing via e-mail to hello@kleermail.com. KleerMail has no obligation to grant you permission to re-post, republish, reproduce, copy, sell, distribute, prepare derivative works of or otherwise exploit Website Content. All of the KleerMail trademarks, service marks and logos are owned by or licensed to KleerMail and may not be used for any purpose without the prior written consent of KleerMail, in its absolute discretion.

For users who click agree upon registration, KleerMail grants to you a personal, fully revocable, non-exclusive, non-transferable, non-sub-licensable license to use, for business purposes only, the Software that you download or otherwise access from the Website. Additional users may result in additional fees paid by the company you represent, in accordance with the terms of any KleerMail Platform Services Agreement in connection with the license hereunder. It is expressly understood by you that the license hereunder is based on the permitted use(s) under these Terms of Use and/or any KleerMail Platform Services & License Agreement to which you or the company you represent is a party, and you shall inform KleerMail of any changes requiring the payment of new or additional license fees or any violation of the terms hereunder. You understand that license fees and/or usage restrictions shall be subject to and in accordance with the KleerMail Platform Services & License Agreement. No concurrent usage or access code sharing is permitted unless stated otherwise in the applicable KleerMail Platform Services & License Agreement. You shall not copy, modify, disclose, make available or use the Software except as provided in these Terms of Use. You shall not remove any copyright or similar notice contained as part of the Software or otherwise in connection with the Website.

KleerMail exclusively owns and retains all right, title, and interest in and to the Software and in all related copyrights, trade secrets, patents, trademarks, and any other intellectual and industrial property and proprietary rights, including registrations, applications, renewals, and extensions of such rights, and all derivative works, upgrades, new versions and modifications thereto. KleerMail retains all rights not expressly granted to you or the company you represent in these Terms of Use.

2. LICENSE CONDITIONS

You and/or the company you represent agree to make payment of all license and service fees due and payable in respect of all rights under the Software in accordance with the applicable KleerMail Platform Services & License Agreement. The license and service fee, usage restrictions and other terms will be provided to you as part of your registration of your user account, or will be provided in a separate written KleerMail Platform Services & License Agreement by and between you and/or the company you represent, and KleerMail. Any failure by you and/or the company you represent to pay the license and service fees or any renewal thereof will result in automatic revocation and termination of the license under these Terms of Use and all rights and licenses and services granted or provided hereunder. All license and service fees are non-refundable once paid unless stated otherwise in the KleerMail Platform Services & License Agreement.

You may not copy the Software. You may not remove any titles, trademarks or trade names, copyright notices, legends, or other propri┬Četary markings on the Software. You are not granted any rights to any trademarks or service marks of the Software.

You may not sell, lease, license, sublicense, publically communicate, distribute or otherwise transfer in whole or in part the Software to another party. You may not provide, disclose, divulge or make available to, or permit use of the Software in whole or in part by, any third party. You may not modify or create derivative works based upon the Software.

You may not create, develop, license, install, use, or deploy any third party software or services to circumvent, enable, modify or provide access, permissions or rights which violate the technical restrictions of the Software, any additional licensing terms provided by KleerMail via product documentation, notification, and the terms of these Terms of Use.

Except to the extent expressly permitted by applicable law, and to the extent that KleerMail is not permitted by that applicable law to exclude or limit the following rights, you may not decompile, disassemble, reverse engineer, or otherwise attempt to derive source code from the Software, in whole or in part. Before you exercise any rights that you believe to be entitled to based on mandatory law, you shall provide KleerMail with 30 days prior written notice at hello@kleermail.com and provide all reasonably requested information to allow KleerMail to assess your claim and, at KleerMail’s sole discretion, to provide alternatives that reduce any adverse impact on KleerMail’s intellectual property or other rights.

KleerMail will only provide support services under these Terms of Use to the extent separately agreed upon in writing, including in any applicable KleerMail Platform Services & License Agreement. These Terms of Use do not give you any rights to any updates or upgrades to the Software or to any extensions or enhancements to the Software developed by KleerMail at any time in the future. Any supplemental software code or related materials that KleerMail provides to you as part of any support and subscription services are to be considered part of the Software and are subject to the terms and conditions of these Terms of Use.

3. DISCLAIMER OF WARRANTY & LIMIT ON LIABILITY

KleerMail warrants that KleerMail has the right to grant the license rights set out in these Terms of Use.

EXCEPT AS SET FORTH IN THE FOREGOING SENTENCE, THE SOFTWARE, INCLUDING ALL CODE, MATERIALS, AND SERVICES IS PROVIDED AS-IS. EXCEPT AS SET FORTH EXPLICITLY IN THESE TERMS OF USE, KLEERMAIL MAKES NO REPRESENTATION OR OTHER WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF ACCURACY, QUIET ENJOYMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, AND IT SPECIFICALLY DISCLAIMS THE SAME. KLEERMAIL IS NOT RESPONSIBLE FOR ANY DAMAGE, LOSS, USE OR MISUSE OF YOUR LOGIN ID’S OR UNAUTHORIZED ACCESS TO PASSWORDS UNLESS SPECIFICALLY CAUSED BY KLEERMAIL.

IN NO EVENT SHALL KLEERMAIL BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, OR FOR ANY COSTS OF PROCURING SUBSTITUTE GOODS OR SERVICES, ANY LOSS OF USE, DATA OR PROFITS, OR ANY INTERRUPTION OF BUSINESS DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT, HOWEVER CAUSED, AND WHETHER OR NOT KLEERMAIL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. KLEERMAIL WILL NOT BE RESPONSIBLE FOR ANY MALFUNCTIONS, ERRORS, INACCURACIES, OR IMPROPER RESULTS ATTRIBUTABLE TO YOUR INCORRECT, UNAUTHORIZED, OR UNSUPPORTED USE OF ANY CODE OR SERVICES. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE AGGREGATE LIABILITY OF KLEERMAIL WITH RESPECT TO THE SUBJECT MATTER OF THESE TERMS OF USE SHALL NOT EXCEED THE AMOUNTS PAID BY YOU HEREUNDER DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT RESULTING IN LIABILITY. SAVE IN RESPECT OF ANY LIABILITY WHICH MAY NOT BE LIMITED OR EXCLUDED BY LAW, THE FOREGOING LIMITATIONS AND EXCLUSIONS OF LIABILITY WILL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER BASED ON CONTRACT, STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL OR EQUITABLE THEORY OF LIABILITY, AND WHETHER OR NOT ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE.

4. USER ACCOUNTS

By creating a user account for the Website and clicking “agree”, you agree to these Terms of Use and agree to complete the registration process by providing current, complete, and accurate information as required by KleerMail. You are responsible for all activities that occur in relation to your account. You agree to notify KleerMail immediately of any unauthorized use of your account or any other breach of security. KleerMail will not be liable for any loss that you may incur as a result of someone else using your account, either with or without your knowledge. In addition, you may be held liable for any losses incurred by KleerMail or any third party due to someone else using your account. You may not use anyone else’s account to gain access to the Website and/or Software at any time.

5. CONFIDENTIALITY

You shall not disclose confidential information belonging to KleerMail, including but not limited to information otherwise obtained by you by virtue of your access to the Website or the Software. The obligations of confidentiality contained in this clause shall not apply to information which: i. is publicly known at the time of disclosure; or; ii. is required to be disclosed to law enforcement or regulatory authorities. You agree not to use any of the Website Content or any part of the data contained or licensed therein (including but not limited to the Software) for the purpose of creating any form of list, directory, database, report or competing service whether for internal or external use, nor may you mass export any of the data obtained as a result of your use of the Website, without written approval from KleerMail. The foregoing in this Section 5 shall survive termination of your use of the Website. Subject to the terms of these Terms of Use, KleerMail shall not disclose to a third party any sensitive confidential information about your business that you disclose to KleerMail in confidence. KleerMail’s obligations of confidentiality contained herein shall not apply to information which: i. is publicly known at the time of disclosure; or ii. is required to be disclosed to law enforcement or regulatory authorities.

6. PRIVACY

These Terms of Use incorporate the entirety of the KleerMail’s Privacy Policy posted on this Website and available at www.kleermail.com.

7. CLAIM OF COPYRIGHT INFRINGEMENT

KleerMail respects the intellectual property of others. If you believe in good faith that any Website Content, or other matter posted on the Website infringes the copyright in a work you own, please contact our copyright agent, designated under the Digital Millennium Copyright Act (“DMCA”) (17 U.S.C. ┬ž512(c)(3)), with correspondence containing the following: a physical or electronic signature of the owner, or a person authorized to act on behalf of the owner, of the copyright that is allegedly infringed; identification of the copyrighted work allegedly infringed; identifying information reasonably sufficient to allow determination by KleerMail of the location of the material that is allegedly infringing; information reasonably sufficient to permit KleerMail to contact you; a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. You acknowledge that if you fail to comply with all of the requirements of this Section, your DMCA notice may not be valid. For any questions regarding this procedure, or to submit a complaint, please contact KleerMail’s designated DMCA Copyright Agent: Attn: KleerMail, Corporation, Chris Nolan, 361 Newbury Street, 3rd Floor, Boston, MA 02115.

8. LINKS TO OTHER WEBSITES

The Website may contain advertisements and/or links to other sites (“Third Party Websites”). These links are provided solely for the convenience of the users. KleerMail does not endorse, sanction or verify the accuracy or ownership of the information contained in the advertisements or the content of any Third Party Website or any products or services advertised on Third Party Websites. If you decide to leave the Website and navigate to Third Party Websites, or install any applications, software or download content from any such websites, you do so at your own risk. Once you access a Third Party Website through a link on the Website, you may no longer be protected by these Terms of Use and you may be subject to the terms of use and other conditions of such Third Party Website. You should review the applicable terms and policies, including privacy and data gathering practices, of any such site to which you navigate from the Website, or relating to any applications you use or install from such Third Party Websites. Concerns regarding a Third Party Website should be directed to the Third Party Website itself. KleerMail bears no responsibility for any action associated with any Third Party Website. Moreover, KleerMail does not imply an affiliation with any Third Party Website.

9. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless KleerMail from all liabilities, claims, damages, losses, and expenses, including attorneys’ fees, in each case arising from your use of the Website and/or the Software. KleerMail reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will co-operate with KleerMail in asserting any available defenses.

10. MODIFICATIONS

KleerMail may, at any time and in its sole discretion, revise, replace, update or otherwise modify these Terms of Use. Such modifications will be effective upon posting to the Website. You agree to be bound by any modification of these Terms of Use when you use the Website, effective after their posting to the Website. It is therefore important that you review these Terms of Use regularly to ensure you are updated as to any changes. Please check this page periodically for changes to the Terms of Use. Your use of the Website and/or the Software following the posting of an updated Terms of Use constitutes acceptance of the last updated Terms of Use. You can determine if the Terms of Use have been revised since your last visit by referring to the “Last Updated” date listed at the top of this page.

11. CHOICE OF LAW AND JURISDICTION

The Website is controlled and operated by KleerMail from Massachusetts, USA, regardless of where its servers may be located, from time to time. You agree that any dispute relating to or arising under the Terms of Use or arising out of or related to your use of the Website shall be resolved exclusively by Massachusetts courts, applying Massachusetts law, regardless of any principles of conflicts of law. By your use of this Website, you waive any jurisdictional, venue or inconvenient forum objections to such courts for purposes of resolving these disputes. Although the Website may be available worldwide, you understand and agree that the law of your home jurisdiction may provide protections not provided in Massachusetts, and that by visiting the Website, you unequivocally and unambiguously agree to submit and adjudicate any disputes which arise out of such use pursuant to the terms and conditions stated in this Choice of Law and Jurisdiction clause. If you have any questions about these Terms of Use, please contact us at hello@kleermail.com.

Copyright 2017 KleerMail. All Rights Reserved.