March 7, 2017. Version: 1.3.
Please read these Terms carefully. By using CO-SENDER or signing up for an account, you’re agreeing to these Terms. This is a legal agreement.
We’ll start with the basics, including a few definitions that should help you understand this agreement. CO-SENDER (or the “Service”) is an email, SMS and other social channels services offered through the URL app.co-sender.com (“Website”) that allows you to create, send, and manage messages (each message from each channel is called a “Message”) to individual recipients. CO-SENDER is owned and operated by Addendum Group Inc., 13955 Tahiti Way, #354, Los Angeles, CA 90292, (“CO-SENDER,” “we,” or “us”). 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”).
Service Level Agreement
You agree to comply with the CO-SENDER documentation found at: https://help.co-sender.com and agree that we may establish new procedures for your use of the Services as we deem necessary for the optimal performance of the Services.
2. Delivery & Filtering
We will use commercially reasonable efforts to deliver your messages, but we do not guarantee delivery. Third party filtering services and other policies of recipient message services may prevent successful delivery of your messages. While the CO-SENDER Services will reattempt to deliver message according to our policies, it does not store outbound messages so if the message is not accepted by the recipient message service, it will be lost. While the CO-SENDER Service does provide some message filtering services designed to filter spam it does not provide virus scanning and CO-SENDER recommends that you employ additional security measures to protect against spam, message phishing attempts and message infected with viruses. You acknowledge that the limitations of the filtering service will likely result in the capture of some legitimate message and the failure to capture some unwanted message, including message infected with viruses. You hereby release CO-SENDER and its employees, agents, affiliates, and third party suppliers from any liability for damages arising from the failure of the CO-SENDER Service’s filtering services to filter unwanted message or from the capture of legitimate message, or from a failure of your message to reach its intended recipient.
3. Message Size Limitations
An individual email message may not exceed the per-message size limit (including attachments) of 5MB or it may be permanently lost.
One SMS can contain up to 160 characters (or up to 70 if special characters are used). Large content messages (concatenated SMS, multipart or segmented SMS, or "long SMS") can be sent using multiple messages in which case each message should consist from 153 characters (67 if special characters are used). When sending SMS messages to recipients, actual count of SMS messages may vary depending on message length. For example if message length is more than 160 characters and less than 306 characters (or more than 70 characters and less than 134 characters if special characters are used) two SMS messages will be sent to the recipient and 2 SMS credits will be deducted from your account.
4. Content Privacy
You acknowledge and understand that the CO-SENDER Services include the transmission of unencrypted message in plain text over the public Internet. We do not encrypt Customer Data that you upload to the CO-SENDER Services, and it is stored (and transmitted) in similar fashion as you provide it. You are responsible for encrypting any sensitive data you use in conjunction with the CO-SENDER Services. Message sent using the CO-SENDER Services may be unsecured, may be intercepted by other users of the public internet, and may be stored and disclosed by third parties (such as a recipient’s message service provider). Although CO-SENDER Services include support for TLS, content will be transmitted even if the recipient does not also support TLS, resulting in an unencrypted transmission.
5. Routing Data
Your messages and other items sent or received via the message service will include information that is created by the systems and networks that are used to create and transmit the message including information such as server hostnames, IP addresses, timestamps, message queue file identifiers, and spam filtering information (“message routing data”). You agree that we may view and use the message routing data for our general business purposes, including maintaining and improving security, improving our services, and developing products. In addition, you agree that we may disclose message routing data to third parties in aggregate statistical form, provided that we do not include any information that could be used to identify you.
In order to use CO-SENDER, you must:
a) Be able to enter into contracts;
b) Complete the registration process;
c) Agree to the Terms; and
d) Provide true, complete, and up to date contact information.
You may not use CO-SENDER to send any prohibited, illegal or offensive content and must comply with Anti-spam laws (in short, spam is any unsolicited bulk Email). By using CO-SENDER, you represent and warrant that you meet all the requirements listed above, and that you won’t use CO-SENDER in a way that violates any laws or regulations. CO-SENDER may refuse service, suspend, limit functionality or close accounts of any users, and change eligibility requirements at any time.
The Services are only intended for adults, and use by children under thirteen years old is forbidden. We will never intentionally collect Personally Identifiable Information from children under thirteen years old.
If we elect to transfer ownership or control of the Services, whether in whole or in part, to a third party (for instance through a merger or sale), that third party will take over this Policy and abide by its terms. We may notify you of any such transfer, but we won’t require your consent to transfer this Policy or your information to such a third party.
The Term begins when you sign up for CO-SENDER and continues as long as you use the Service. Clicking the button and entering your username means that you’ve officially “signed” the Terms. If you sign up for CO-SENDER on behalf of a company or other entity, you represent and warrant that you have the authority to accept these Terms on their behalf.
8. Your data
We collect and store information related to your use of the Services, such as use of the Website, API, SMTP and filtering choices and usage. You agree that we may use this information for our general business purposes and may disclose the information to third parties in aggregate statistical form, provided that we do not include any information that could be used to identify you.
We use the information we collect about you to provide the Services to you. As part of that purpose, we may use your Personally Identifiable Information and Non-personally Identifiable Information:
a) To create and maintain your Platform account, and to control access to it;
b) To provide you with real-time logs of your use of the Platform;
c) To respond to any requests you may submit for support or sales information, or similar communications;
d) To communicate with you (for example through newsletters, marketing emails, announcements or special offers) about the Services;
e) To measure interest in the Site and our advertising campaigns;
f) For billing and collection purposes, if you have subscribed to one of our paid plans;
g) To help promote compliance with our Terms of Service or any other agreements between us;
h) To enable third parties to provide services to us;
i) For customers that request allocated dedicated IP addresses, for the purposes of assigning the dedicated IP address to that customer;
j) To carry out other purposes that are disclosed to you and to which you consent;
k) To comply with the law.
We may use your Non-personally Identifiable Information to enhance the Services, for instance through web analytics or troubleshooting. We may also use aggregated or depersonalized information to promote our Services, such as by citing usage statistics.
We may also use your information in the ways described above through a third-party contractor rather than in-house. If we do, we’ll require our contractors to protect your data on terms at least as strict as those in these Terms.
We use third-party service providers and platforms for customer engagement, customer chat, product feedback and customer support ticketing.
9. Closing Your Account
You can easily cancel your subscription at any time. There are no cancellation fees, though no refunds are provided for prorated periods.
You or CO-SENDER may terminate this Agreement at any time and for any reason by giving Notice to the other party. We may suspend our Service to you at any time, with or without cause. If we terminate your account without cause, we will refund a prorated portion of your monthly prepayment. We won’t refund or reimburse you if there’s cause, like a violation of these Terms. Once terminated, we may permanently delete your account and all the data associated with it, including your Subscribers, Campaigns and Messages.
We may change any of the Terms by posting revised Terms of Service on our Website and/or by sending an email to the last email address you gave us. Unless you terminate your account within ten (10) days, the new Terms will be effective immediately and apply to any continued or new use of CO-SENDER. We may change the Website, the Service, or any features of the Service at any time.
11. Account and Password
You’re responsible for keeping your account name and password confidential. You’re also responsible for any account that you have access to, whether or not you authorized the use. You’ll immediately notify us of any unauthorized use of your accounts. We’re not responsible for any losses due to stolen or hacked passwords. We don’t have access to your current password, and for security reasons, we may only reset your password.
12. Account Disputes
We don’t know the inner workings of your organization or the nature of your personal relationships, and we don't arbitrate disputes over who owns an account. 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 of the emails in that account, and if multiple people or entities are identified in the content, then we'll rely on the contact information listed for that account.
13. Support services
We will provide on-line technical support in respect of the Services and/or Free Service available to you at the following e-mail address: email@example.com or you can find support link at www.CO-SENDER.com
14. Monthly Plans
Our Monthly charged plans are posted on our Website and may be changed from time to time. Payments are due for the one Month in advance (prepaid). Payments are due each Month on the same date 3 days before deadline. If you go over your sending limits, you can be informed in advance about that. Each plan has Start date and it is valid for one month.
You can upgrade or downgrade your current Plan at any time. New Plan will be turned on after current plan expires.
15. Pay for Add-ons
You may buy Add-ons to use our Services, as we explain on the pricing page of our Website. If you choose to use Add-ons, you still need to use any Monthly Plan. You can pay for additional add-ons to increase limits and limits will be increased until the end of current plan deadline.
16. Credit Cards or other Payments methods
As long as you’re a Member or have an outstanding balance with us, you'll provide us with valid credit card information and authorize us to deduct the Monthly charges against that credit card. You’ll replace the information for any credit card that expires with information for a different valid credit card. Anyone using a credit card represents and warrants that he or she is authorized to use that credit card, and that any and all charges may be billed to that credit card and won’t be rejected. If, for some reason, we’re unable to process your credit card order, we’ll try to contact you and suspend your account until your payment can be processed.
We can use authorized reliable and secure third partie services to proceed the payments. We don’t store any credit cards or other personal payments data on our Website.
We’ll give you a refund for a prepaid period if we stop providing our Services to you for a reason that's not laid out in these Terms. You won’t be entitled to a refund from us under any other circumstances.
We may change our fees at any time by posting a new pricing structure to our Website and/or sending you a notification by email.
All financial reports, statements, invoices, charges and payments made shall be in U.S. Dollars.
20. Proprietary Rights Owned by Us
You shall respect our proprietary rights in the Website and the software used to provide CO-SENDER Services (proprietary rights include patents, trademarks, service marks, and copyrights).
21. Proprietary Rights Owned by You
You represent and warrant that you either own or have permission to use all of the material in your Messages. You retain ownership of the materials you upload to the Service. We may use or disclose your materials only as we describe in these Terms.
22. Right to Review Email Campaigns
We may view, copy, and internally distribute content from your Messages and account to create algorithms and programs ("Tools") that help us spot problem accounts. We use these Tools to find Members who violate these Terms or laws.
RULES AND ABUSE
23. General Rules
You agree not to post, upload to, transmit, distribute, store, create or otherwise publish through CO-SENDER the content that:
a) is unlawful, libelous, defamatory, infringing, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, hateful, vulgar, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable, unlawful or tortuous, or violates any Third Party Rights;
b) would, in the sole judgment of CO-SENDER, expose CO-SENDER or any party to any harm or liability of any type, or that would otherwise create liability or violate any local, state, national or international law;
c) may infringe (remove, obscure, alter, conceal) CO-SENDER or any third party’s intellectual property or other rights (so by transmitting any Application Content, you represent and warrant that you have the lawful right to distribute and reproduce such Application Content);
d) misrepresents your affiliation with a person or entity;
e) would constitute promotions, political campaigning, advertising or solicitations or other unsolicited commercial communication;
f) contains viruses, worms, trojan horses, defects, date bombs, time bombs, corrupted data or other files that might disrupt, disable, harm, erase memory, or otherwise impede the operation, features, or functionality of any software, firmware, hardware, wireless device, computer system or network
g) could institute an attack upon any server or any portion used or otherwise attempt to disrupt such servers;
h) would interfere (including attempted interference) with any requirements, procedures, policies, or regulations of any network operator, mobile messaging aggregator, payment processor, internet or hosting provider, or any other entity that directly or indirectly provides a service to CO-SENDER that is used in relation to the performance of CO-SENDER;
i) Gambling or similar services;
j) Adult content (including without limitation explicit language, nudity, or other content as deemed inappropriate for under 18's).
You shall not access, store, distribute or transmit any viruses, or any material during the course of its use of the Services that:
a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
b) facilitates illegal activity;
c) promotes unlawful violence;
d) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or
e) causes damage or injury to any person or property;
f) CO-SENDER reserves the right, without liability to you, to disable your access to any material that breaches the provisions of this clause.
You shall not:
a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties: and except to the extent expressly permitted under these terms, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the CO-SENDER software related to the CO-SENDER service in any form or media or by any means; or
b) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the CO-SENDER software related to the CO-SENDER service; or
c) access all or any part of the CO-SENDER service in order to build a product or service which competes with the CO-SENDER service.
You promise to follow these rules:
a) You won’t send Spam! By “spam,” we mean the definition on the Spamhaus website https://www.spamhaus.org/consumer/definition/;
b) You won’t use purchased, rented, or third-party lists of Subscribers (email addresses, phone numbers etc);
c) You won’t violate our Acceptable Use Policy, which is part of this Agreement.
d) If you use our API, you'll comply with our API Use Policy;
e) If you violate any of these rules, then we may suspend or terminate your account.
24. End User data and Data Protection
You shall comply with all applicable data protection laws in respect of any Processing of Personal Data conducted by them pursuant to these Terms.
You agree that where CO-SENDER provides to you any Personal Data of the End-Users that you shall:
a) use such data solely as necessary for the purposes of supplying your Service, provided that such Content have been requested and/or resolving Customer support queries related to your Services, and for no other purpose. Any use of CO-SENDER Service to obtain the Personal Data of an End-User without that End-User's consent will be considered a material breach of these terms;
b) retain such data for only so long as is strictly necessary for such purposes and, in any event, in compliance with applicable data protection and telecommunications laws;
c) without limiting the foregoing, not use such data for the purposes of your profiling and/or marketing whether from that information itself or by associating such data with any subsequent data provided by CO-SENDER;
d) comply with CO-SENDER’s reasonable data protection and security requirements and policies (CO-SENDER may, upon reasonable notice to You, audit your compliance with such requirements and policies), including the manner in which the End-User's approval is obtained for your use or other related End – User's Personal Data.
25. Reporting Abuse
If you think anyone is violating any of these Terms, please notify us immediately. If you received spam you think came from a CO-SENDER user, please report it to us.
26. Bandwidth Abuse/Throttling
You may only use our bandwidth for your CO-SENDER messages. We may throttle your sending or connection through our API at our discretion.
27. Compliance with Laws
You represent and warrant that your use of CO-SENDER will comply with all applicable laws and regulations. You’re responsible for determining whether our Services are suitable for you to use in light of any regulations like HIPAA, GLB, EU Data Privacy Laws, or other laws. If you're subject to regulations (like HIPAA) and you use our Service, then we won't be liable if our Service doesn't meet those requirements. If you’re located in the European Economic Area (EEA ) or send to anyone in the EEA, you represent and warrant that in creating your Messages distribution list, sending Messages via CO-SENDER, and collecting information as a result of sending Messages, you:
b) Have complied, and will comply, with all regulations, as well as data protection, electronic communication, and privacy laws that apply to the countries where you’re sending any form of email through CO-SENDER;
c) Have collected, stored, used, and transferred all data relating to any individual in compliance with all data protection laws and regulations. You have the necessary permission to allow CO-SENDER to receive and process data and send communications to that individual on your behalf;
d) Agree to indemnify and hold us harmless from any losses, including attorney fees that result from your breach of any part of these warranties.
You are solely responsible for any legal liability arising out of or relating to the Content and your Services (whether transmitted on its own or on any Third Party's behalf). If CO-SENDER is notified or otherwise becomes aware of Content, which violates the requirements of these terms, CO-SENDER may (but shall not be required to), in its sole discretion immediately suspend the CO-SENDER services, and/or terminate these Terms. CO-SENDER shall not be liable for any damages incurred by you because of any such action.
You shall be responsible for ensuring that all licences, permits, and approvals, which are necessary or advisable for the provision of your Services and each Transaction and that in compliance with the Applicable Law, are obtained and maintained during the term of this Agreement.
In any marketing of your service, you are responsible for giving all the information specified and/or required by any Applicable Law, including price references with the retail price that the End-Users will have to pay for using your service.
CO-SENDER is not responsible for any matter or thing related to your services.
28. Modifications to the service
CO-SENDER reserves the right to modify, update, or discontinue the features and functionality of Services from time to time, in its sole discretion, with or without its prior notice and without obligation to provide you any technical or other kind of maintenance in accordance to that. In addition to CO-SENDER right to terminate or suspend Services, you acknowledge that CO-SENDER reserves the right to temporarily disable access to Website (or any portion thereof) for purposes of conducting maintenance.
29. Limitation on 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 Services, including any downloads from the Website. We won’t 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. Our total liability for all claims made about the Service in any 30 days period will be no more than what you paid us for the Service the 30 days before.
You, at your own expense, will indemnify, defend, and hold harmless CO-SENDER, its Affiliates, and their respective employees, officers, directors, representatives and agents from and against all losses, damages, liabilities, settlements, costs and expenses (including attorneys' and professionals' fees and other legal expenses) arising out of or related to any claim, demand, suit, action, or proceeding initiated by a Third Party arising out of or relating to: (a) any breach by you of these terms, (b) any of your services, Content or other materials or services provided by you or your Third Party Providers under these terms, or (c) an allegation that the services or Content provided by you to your customers violates any local, state, federal or foreign law, rule or regulation CO-SENDER will provide to you with a written notice of your Covered Claim and permit CLIENT to control the defence, settlement, adjustment or compromise of your Covered Claim.
Notwithstanding the foregoing, CO-SENDER will have the right – in its sole discretion - to employ separate counsel and participate in the defence of any your Covered Claim, and you shall indemnify all reasonable costs incurred to CO-SENDER in such defence (such as reasonable attorney and third party fees and, to the extent permitted by law, fines and penalties etc.).
In no event shall CO-SENDER be liable to you under these terms for any consequential, special, indirect, exemplary, or punitive damages, including indirect losses such as loss of earnings, financial or commercial loss, or loss of brand image whether arising in an action of contract, tort or other legal theory.
30. No Warranties
To the maximum extent permitted by law, we provide the material on the Website and the Service as is. That means we don’t provide warranties of any kind, either express or implied, including but not limited to warranties of merchantability and fitness for a particular purpose.
You agree to indemnify and hold us harmless from any losses (including attorney fees) that result from any claims you make that aren’t allowed under these Terms due to a "Limitation of Liability" or other provision. You also agree to indemnify and hold us harmless from any losses (including attorney fees) that result from third-party claims that you or someone using your password did something that, if true, would violate any of these Terms.
32. Attorney Fees
If we file an action against you claiming you breached these Terms and we prevail, we’re entitled to recover reasonable attorney fees and any damages or other relief we may be awarded.
33. Liquidated Damages
In some cases, a breach of these Terms could cause damages, but proving the actual damages would be impossible. These cases will result in the corresponding liquidated damages, which are a reasonable pre-estimate of the damages:
a) If you send emails that violate anti-Spam laws, then the liquidated damages will be five times the amount you paid us over the past 12 months, but not less than $900.
b) If you use our resources in any way that’s not permitted by these Terms, then the liquidated damages will be four times the amount you paid us over the past 12 months, but not less than $720.
c) If you don’t pay an amount due within thirty (30) days after we send you a late payment notice, then the liquidated damages will be three times your monthly subscription fee, but not less than $150 plus the amount owed.
For example, if someone were to get our IPs blacklisted or lower our deliverability by breaking spam laws, we may seek liquidated damages since it’s hard to put a number on those losses.
34. Equitable Relief
If you violate these Terms then we may seek injunctive relief (meaning we may request a court order to stop you) or other equitable relief.
35. Subpoena Fees
If we have to provide information in response to a subpoena 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.
We aren’t responsible for the behavior of any advertisers, linked websites, or other Members.
37. Notice to U.S. Government End Users
The Software and Website, including all documentation, are "Commercial Items," as that term is defined at 48 C.F.R. §2.101, and consist of "Commercial Computer Software" and "Commercial Computer Software Documentation." The Commercial Computer Software and Commercial Computer Software Documentation are licensed to U.S. Government end users:
a) only as Commercial Items;
b) with the same rights as all other end users; and
c) according to the Terms.
Published and Unpublished rights are reserved under the copyright laws of the United States. Manufacturer is Addendum Group Inc.
Notice to U.S. Government End Users
This part will matter to you if you’re affiliated with the U.S. government.
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.
39. Choice of Law
The State of California laws, except for conflict of laws rules, will apply to any dispute related to these Terms or the Service.
40. Amendments and Waiver
Amendments or changes to these Terms won’t be effective until we post revised Terms on the Website. That aside, additional terms may apply to certain features of the Service (the "Additional Terms"). The Additional Terms will be considered incorporated into these Terms when you activate the feature. Where there’s a conflict between these Terms and the Additional Terms, the Additional Terms will control. If we don’t immediately take action on a violation of these Terms, we’re not giving up any rights under the Terms, and we may still take action at some point.
41. No Changes in Terms at Request of Member
Because we have so many Members, we can’t change these Terms for any one Member or group. So no changes, no exceptions.
42. Further Actions
You’ll provide all documents and take any actions necessary to meet your obligations under these Terms.
43. Notification of Security Breach
In the event of a security breach that may affect you or anyone on your Email distribution lists (each a "List"), we’ll notify you of the breach and provide a description of what happened. If we determine, and notify you, that you need to forward all or part of that information to anyone on your Lists, you’ll promptly do it.
Any notice to you will be effective when we send it to the last email or physical address you gave us or posted on our Website. Any notice to us will be effective when delivered to us or any addresses as we may later post on the Website.
45. Entire Agreement
These Terms, Acceptable Use Policy, API Guidelines (all of which are incorporated into these Terms by reference), and any Additional Terms you’ve agreed to make up the entire agreement and supersede all prior agreements, representations, and understandings.
If you have questions about these Terms, or if you’re concerned that we are using your information improperly, please contact us:
13955 Tahiti Way, #354
Los Angeles, CA 90292
+1 (310) 871 3613