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LAST UPDATED: November 2024
IMPORTANT, READ CAREFULLY: YOUR USE OF AND ACCESS TO SENDSURE SERVICES (AND ANY ASSOCIATED SOFTWARE AND WEBSITES) AND PRODUCTS AND SERVICES DESCRIBED ON YOUR ORDER FORM(S) (COLLECTIVELY, THE “SERVICES”) PROVIDED BY DELIVERABILITY NINJA LLC DBA SENDSURE AND ITS AFFILIATES (“SENDSURE”) IS CONDITIONED UPON YOUR COMPLIANCE WITH AND ACCEPTANCE OF THESE TERMS AND CONDITIONS, INCLUDING USE IN ACCORDANCE WITH THE CURRENT VERSION OF ANY SUPPORTING TECHNICAL DOCUMENTATION PROVIDED TO YOU BY SENDSURE OR AVAILABLE ON SENDSURE’S WEBSITES (“DOCUMENTATION”). PLEASE REVIEW THOROUGHLY BEFORE ACCEPTING.
BY PURCHASING, USING, OR OTHERWISE ACCESSING ANY OF THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS AND ALL ORDER FORMS AND POLICIES INCORPORATED HEREIN BY REFERENCE (THE “AGREEMENT”). THE SERVICES ARE NOT AVAILABLE TO PERSONS WHO ARE NOT LEGALLY ELIGIBLE TO BE BOUND BY THESE TERMS.
1.1. Access and Use: Subject to your compliance with this Agreement, SendSure grants you a non-exclusive, non-sublicensable, revocable, and non-transferable right to access and use the Services during the subscription term of this Agreement solely for your internal business purposes. SendSure may modify, restrict, or terminate access to any Services if deemed necessary to maintain service integrity.
1.2. Account Registration: To access certain features, you must register for an account and ensure all information provided to SendSure is accurate and up-to-date. You are responsible for maintaining the confidentiality of your account details and are liable for all activities conducted through your account.
1.3. Affiliate Use: If you allow Affiliates to use the Services, you remain fully liable for their compliance with this Agreement. Separate Order Forms may be established for Affiliates upon SendSure’s approval.
1.4. Availability of Services: SendSure will use commercially reasonable efforts to maintain the highest service availability but makes no guarantees regarding uninterrupted or error-free service. Scheduled downtimes will occur during off-peak hours when possible. SendSure will not be held liable for any interruptions due to maintenance, security updates, or unforeseen technical issues.
1.5. Suspension or Termination of Access: SendSure reserves the right to suspend or terminate your, or any Permitted User’s, access if: (a) required by law, (b) you or any user violates the terms of this Agreement, or (c) the Agreement expires or terminates. Suspension does not limit SendSure's rights or remedies under this Agreement.
2.1. Evaluation Services: Evaluation Services are provided “AS IS” for limited testing purposes, with no warranties of uninterrupted service or data security. SendSure can terminate the evaluation period without notice at its sole discretion.
3.1. Data Security: SendSure will maintain commercially reasonable systems to ensure data security. Notification of unauthorized access will be provided as required by law. SendSure is not liable for any loss, alteration, destruction, damage, corruption, or recovery of Customer Data.
3.2. Data Privacy: Use of Services may involve the transfer of Personal Information. The terms of SendSure’s Data Processing Addendum (“DPA”) apply to such processing. SendSure will access Customer Data only as required by this Agreement, by law, or with Customer’s consent.
4.1. Compliance: You are fully responsible for ensuring compliance with applicable laws and regulations and obtaining all necessary permissions for data uploaded to SendSure.
4.2. Prohibited Uses: You agree not to use the Services for any unlawful purposes, nor allow any third party to access or misuse the Services in ways that would violate this Agreement.
4.5. Competitive Use: You may not use the Services for competitive analysis or benchmarking purposes without prior written consent from SendSure.
5.1. Subscription Fees: Fees are due per the Order Form and non-refundable. SendSure reserves the right to suspend services for late payments. Subscription fees are exclusive of all taxes and charges imposed by governmental authorities.
5.2. Taxes: Subscription fees are exclusive of all taxes, which you agree to pay unless provided with a valid exemption certificate.
5.3. Fee Modifications: SendSure may adjust fees upon renewal terms by providing a 30-day written notice. Failure to object within that period constitutes agreement to the modified fees.
6.1. Customer Data: Customer Data remains your property, but you grant SendSure a non-exclusive, royalty-free license to use it solely to provide the Services. Aggregated, anonymized usage data may be used by SendSure for internal improvements and analytics.
6.2. Usage Data: SendSure may use aggregated data derived from your usage of the Services for internal operational and analytical purposes.
6.4. Feedback: SendSure may use any feedback provided by you or your Permitted Users without compensation or restriction.
8.1. Limited Warranty: SendSure warrants that it will use commercially reasonable efforts to provide the Services in a professional manner consistent with industry standards.
8.3. Disclaimer: SENDSURE DISCLAIMS ALL WARRANTIES NOT EXPRESSLY STATED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SERVICES ARE PROVIDED "AS IS," AND YOU ASSUME ALL RISKS ASSOCIATED WITH THEIR USE.
10.1. Confidential Information: SendSure will maintain the confidentiality of your information but may disclose it if required by law or with your permission. You agree to take reasonable steps to protect SendSure’s Confidential Information.
10.2. Use of Confidential Information: Each party agrees to use the other party’s Confidential Information only as permitted by this Agreement and to protect it from unauthorized use or disclosure.
11.1. Term: This Agreement remains in effect until terminated by either party.
11.5. Termination: Upon termination, you agree to cease using the Services. SendSure may delete your data 30 days post-termination. Fees remain payable for any remaining term in all cases except where SendSure is at fault.
11.6. Refunds: In cases of termination by SendSure for convenience, refunds may be granted for unused portions of prepaid fees.
12.1. Limitation: SendSure's liability to you for any damages related to the Services is limited to the fees paid in the 12 months preceding the claim. Under no circumstances will SendSure be liable for indirect, incidental, special, or consequential damages.
12.2. Exclusion of Damages: SendSure is not liable for any loss of revenue, data, or anticipated profits arising out of the use or inability to use the Services.
14.1. By SendSure: SendSure will defend and indemnify you against claims alleging that the technology underlying the Services infringes on third-party intellectual property.
14.2. By You: You agree to indemnify SendSure against claims resulting from your use of the Services in ways not authorized by this Agreement or applicable laws.
18.1. Entire Agreement: This Agreement, Order Forms, and applicable policies constitute the entire agreement and supersede all prior understandings.
18.2. Relationship: This Agreement does not create any partnership, agency, fiduciary, or employment relationship.
18.3. Severability: If any provision is found invalid, it will not affect the remaining provisions of this Agreement.
18.4 Marketing: SendSure may use your company name and logo in marketing materials unless you request otherwise in writing.
18.10. Force Majeure: SendSure will not be liable for failure to perform any obligations if caused by events beyond reasonable control (e.g., acts of God, natural disasters).
18.11. Governing Law: This Agreement is governed by Texas state laws, and any disputes will be resolved exclusively in Texas courts. Each party waives any objection to jurisdiction or venue in Texas.