SENDYOURMEDIA WEBSITE AND PRODUCTS TERMS AND CONDITIONS OF USE
EFFECTIVE December 1, 2016
PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY. THESE TERMS AND CONDITIONS OF USE MAY HAVE CHANGED SINCE YOUR LAST VISIT TO THIS WEBSITE AND TO THE PRODUCTS. YOU AGREE TO CHECK FOR UPDATES TO THESE TERMS AND CONDITIONS OF USE. BY USING THIS WEBSITE OR THE PRODUCTS, 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 USE THIS WEBSITE OR THE PRODUCTS.
- General Terms and Conditions.
Agreement between user and www.sendyourmedia.com
The www.sendyourmedia.com website (the "Site") is comprised of various web pages operated by Send Your Media, Inc. ("SendYourMedia", "we" or "us"). www.sendyourmedia.com is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein (the "Terms"). Your use of www.sendyourmedia.com constitutes your agreement to all such Terms. Please read these terms carefully, and keep a copy of them for your reference.
Send Your Media, Inc. ("SendYourMedia") provides a variety of products and services and related offerings, features and functionalities including, but not limited to, turnkey file management, sharing and transmission service which allows users to access, store, send, receive, edit, sync, share, append electronic signatures to, track engagement with and to User Files (defined below) via SendYourMedia’s proprietary platform (any and all of the foregoingindividually a "Service", or "Product" and collectively, the "Services" or "Products"). The Services include www.sendyourmedia.com and its sub domains (collectively the "Site"), our software plug-ins, APIs, tools and applications (including any updates, new versions or new releases thereof) including, but not limited to, our The Services include mobile SendYourMedia Apps (each a "SendYourMedia" Application).
Any amendment will only become effective upon notification to you (by email or by posting on our Site) and, if you do not want to agree to any such amendment, you should stop using the Site and the Products and cancel your account. By clicking Sign Up on the sign-up page, by logging in to your SendYourMedia account, by accessing the Site or by accessing any of the Products (including by means of any API interface), you accept this Agreement on behalf of yourself and any business or organization you represent (collectively, "you"). Any terms and conditions that may be contained in any acknowledgement, invoice, purchase order or other form you provide are specifically null and void.
- Minimum Age and Ability to Bind.
The Site and the Products are available only to persons or organizations that can form legally binding contracts under applicable law. Without limiting the foregoing, the Site and the Products are not available to individuals under the age of 18. If you do not qualify, you are not permitted to use the Site or the Products. If you are using the Site or the Products on behalf of an organization, you represent and warrant that you have the ability to bind such organization by your use of the Site and the Products.
You agree to provide true, accurate, current and complete information about yourself and your organization, as applicable, as requested in the registration form and elsewhere on the Site, and agree to update such information if it changes.
- Account Users.
The Services let you create various categories of users ("Users"), including without limitation, administrators ("Administrative Users") who have full Services functionality, and other categories that have more restricted access ("Other Users"). You may use and provide access to the Services only for the purposes of your own business, which includes providing access for your clients and collaborators (all of which are deemed "Users" under your account) to your content and projects. You will be responsible for each Authorized Users use of your SendYourMedia account and each Authorized User’s compliance with this Agreement.
- Responsibility for Media Files.
You acknowledge and agree that SendYourMedia may establish revised practices and policies concerning access to and use of the services hereunder, including without limitation, the maximum size of the Media Files that a user may access and use via the Services as contemplated herein, the maximum number of days that Media Files will be stored by the Services, the maximum number of times a user may access the Services in a given period of time, and the maximum number of recipients to which a user may send a User File. You acknowledge and agree that SendYourMedia will not be responsible for any failure of the our services to store your Media Files, for the deletion of Media Files stored on the Services, or for the corruption of or loss of any data, information or content contained in Media Files. You hereby represent and warrant that: (i) you either are the sole and exclusive owner of all Media Files that you make available through SendYourMedia or you have all rights, licenses, consents and releases that are necessary to grant SendYourMedia the rights in such Media Files, as contemplated under these Terms and Conditions of Use; and (ii) neither the Media Files nor your uploading, storing, accessing or transmittal of the Media Files, or SendYourMedia’s use of the Media Files on, through or by means of the Services, will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
- General. Agreement between user and www.sendyourmedia.com
- Communication with You.
We reserve the right to send messages to you to inform you of (a) changes or additions to the Site, the Products, this Agreement or the Fee Schedule (defined below), (b) violations of this Agreement or actions relating to your privilege to access and use the Site or the Products, or (c) any other matter related to the Site, the Products or this Agreement. Nothing in this provision shall require or obligate us to send any notice if no notice is required or mandated elsewhere in this Agreement.
You agree that we may, but are not obligated to, monitor or record any of your telephone conversations and chat texts with us for quality control purposes, for purposes of training our employees and for our own protection. You further agree that any Account Users or anyone else you authorize to use your account consents to such monitoring or recording as well. You acknowledge that not all telephone lines or calls are recorded by us and that we do not guarantee that recordings of any particular telephone calls will be retained or are capable of being retrieved.
BY ENTERING INTO THIS AGREEMENT, YOU ACKNOWLEDGE THAT WE MAY CONTACT YOU VIA TELEPHONE TO DISCUSS THE PRODUCTS AND YOU CONSENT TO SUCH CONTACT. FURTHER, YOU CONSENT TO RECEIVE SUCH PHONE CALLS AT THE TELEPHONE NUMBER YOU ENTERED ON THE SITE.
- Copyright and Trademark Information.
The Site and the information it contains, are the property of SendYourMedia and, in some cases, its affiliates and licensors, and are protected by United States and international intellectual property laws. "SendYourMedia," and the SendYourMedia logo are registered trademarks or trademarks of SendYourMedia in the United States and other countries. This is not intended as a complete list of our trademarks and other SendYourMedia product or service names or logos appearing in the Site may be trademarks of SendYourMedia or its affiliates.
- Fees; Payment; Taxes.
(a) Fee Schedule. Once you have completed any applicable free trial period or exceeded any limits described on the applicable fee schedule (the "Fee Schedule"), you will be subject to fees in accordance with any applicable Fee Schedule. Applicable fees will be billed monthly or annually, based on your selection when you signed up, even if you are not actively using the Products. The applicable Fee Schedule is subject to change at any time in our sole discretion. You are responsible for reviewing the applicable Fee Schedule from time to time and remaining aware of the fees charged by us and any applicable discounts. You acknowledge and agree that our measurements are the definitive measurements for payment due and owed hereunder.
(b) Disputes. Notwithstanding anything set forth herein to the contrary, any disputes about any charges to you under this Agreement must be submitted to us in writing within 60 days of the date such charges are incurred. You agree to waive all disputes not brought within the 60 day period, and all such charges will be final and not subject to challenge.
- Payment; Taxes.
(a) Payment. Payment for the Products will be made in advance by a valid credit card accepted by us. Fees are only payable in the currencies made available to you when you purchase our Products. If the monthly payment option is selected or if you have previously provided us with your credit card for payment, you hereby authorize us to charge your credit card for such amounts on a regular monthly basis beginning at the end of any applicable free trial period and continuing until such time as your SendYourMedia account is terminated. If the annual payment option is selected or if you have previously provided us with your credit card for payment, you hereby authorize us to charge your credit card for such amounts on a regular annual basis beginning at the end of any applicable free trial period and continuing until such time as your SendYourMedia account is terminated. If we are for any reason unable to effect automatic payment by credit card, we will attempt to notify you by email and your SendYourMedia account may be disabled until payment is received. If we are unable to secure payment after 30 days, your account will expire and both your files will be deleted.
(b) Taxes. We collect and remit sales tax from our customers located in certain state and local jurisdictions, including those jurisdictions where software delivered as a service is taxable and where we maintain a physical presence. We determine your local taxing jurisdiction based on the billing address that you entered with your credit card information. Fees set forth in the applicable Fee Schedule do not take into account any taxes.
You agree to be responsible for and to pay any sales, personal property, use, VAT, excise, withholding, or any other taxes that may be imposed, based on this Agreement, use or possession of the Site or the Products or your products or services (except for taxes based on net income payable by us).
- Access and Use of the Site and the Products.
- Prohibition on Spam; Permission Practices.
(a) Prohibition on Spam. The Site and the Products may not be used for the sending of unsolicited email messages (sometimes called "spam"). All messages sent by means of the Site or the Products shall be in compliance with our Acceptable Use Policy.
You are responsible for ensuring that your use of the Site and the Products do not generate a number of spam or other complaints in excess of industry norms. We may terminate your access to or use of the Site and the Products if we determine that your level of spam or other complaints is higher than industry norms, as determined by us in our sole discretion.
You agree to import, access or otherwise use only contact lists in connection with the Site and the Products for which all listed parties have consented to receive correspondence from you. It is not sufficient consent to receive email correspondence from you if a person or organization participates in a survey or registers for an event, clicks "Like" on your Facebook® page, or "follows" you on Twitter®. You agree not to send messages through the Site or the Products to distribution lists, newsgroups, publicly available press or media addresses or purchased email addresses.
We reserve the right without notice to take all measures of any nature (whether legal, technical or otherwise) to prevent unsolicited bulk email and/or other unauthorized email, messages or campaigns from entering, utilizing or remaining within our network.
(b) Messages. In your use of the Site or the Products, you shall represent yourself or your organization accurately and will not impersonate any other person, whether actual or fictitious.
You agree that you are the sole or designated "sender" (as such term is defined in the CAN-SPAM Act of 2003 and any rules or regulations adopted under such act (the "CAN-SPAM Act")) of any message sent by you using the Site or the Products. Similarly, for messages sent to Canadian email accounts, you are the sole person sending or causing or permitting the message to be sent by you using the Site or the Products (within the meaning of Canada's Anti-Spam Legislation, S.C. 2010, c. 23 ("Canada's Anti-Spam Legislation")).
You agree that for any email message sent by you using the Site or the Products, theemail message sent by you using the Site or the Products will accurately and in a non-deceptive manner identify you as the sender, your organization, your product or your service.
(c) Unsubscribe. Every email message sent in connection with the Products will contain an "unsubscribe" link that allows subscribers to remove themselves from your SendYourMedia mailing list. You cannot charge a fee, require the recipient to give you any personally identifying information beyond an email address, or make the recipient take any other step as a condition for honoring an unsubscribe request. As required under the CAN-SPAM Act and other applicable laws, you acknowledge that you are responsible for maintaining and honoring the list of unsubscribe requests following termination of your SendYourMedia account and this Agreement.
You agree that you shall not utilize the Site or the Products to send any message the primary purpose of which is the commercial advertisement or promotion of a commercial product or service (including content on an Internet website operated for a commercial purpose) (a "commercial electronic mail message" as defined in the CAN-SPAM Act or Canada's Anti-Spam Legislation) to any person who has opted out or otherwise objected to receiving such messages from you or another sender on whose behalf you may be acting.
- Restrictions on Use.
(a) Acceptable Use Policy. We prohibit the use of the Site or the Products by any person or organization that violates our Acceptable Use Policy.
(b) Use of Site and Products. You further agree to comply with the following in connection with your use of the Site and the Products:
- You may not access or use the Site or the Products in a way that uses technology or other means to access, index, re-render, frame, mirror, truncate, add to, inject, filter or link to the Site or the Products that is not authorized by us (including by removing, disabling, bypassing, or circumventing any content protection or access control mechanisms intended to prevent the unauthorized use, download, linking, framing, reproduction, access to, or distribution of the Site or the Products).
- You may not use any deep-link, page-scrape, robot, crawl, index, spider, offline reader, click spam, macro programs, internet agent, or other automatic device, program, algorithm or methodology which does the same things, to use, access, copy, index, acquire information, generate impressions or clicks, input information, store information, search, generate searches, or monitor any portion of the Site or the Products for any unauthorized purpose.
- You may not use the Site or the Products in a way that, to be determined in our sole discretion, damages, disables, overburdens, impairs, or gains unauthorized access to the Site or the Products, including SendYourMedia servers, computer network, or user accounts.
- You may not use the Site or the Products in a way that removes, modifies, disables, blocks, obscures or otherwise impairs any advertising in connection with the Site or the Products.
- You may not copy, display, distribute, download, license, modify, publish, re-post, reproduce, reuse, sell, transmit, use to create a derivative work, or otherwise use the content of the Site or the Products for public or commercial purposes without our express written permission.
- You shall not interfere with or disrupt the Site or any related SendYourMedia websites or servers or networks connected to the Site or the Products.
- You shall not restrict or inhibit any other user from enjoying and using the Site or the Products.
- You shall not use the Site or the Products in violation of applicable law or third party rights (including third party terms of service), and shall not use the Site or the Products for hosting content (for example, images and documents) that infringes on the intellectual property rights of others.
- You shall not repeatedly upload and remove unique email addresses or otherwise try to manipulate data in an attempt to circumvent our Fee Schedule or other billing procedures.
- You shall not set up multiple accounts for any individual or organization in order to send substantially similar content unless you are part of a franchise.
- You may only use our templates, any images we provide, or any other features or functionality of the Products with the Products themselves (for example, you may not take an image or template and use it on your website). This restriction also applies to customized templates prepared by our designer group.
- You shall not use documents and images hosted by us on servers controlled by us for any purpose whatsoever other than in connection with the Products. If you own the document or image, you can use it outside of the Products so long as it is not hosted by us.
- You shall not include any incentives (for example, coupons, discounts or awards) in any messages you send by means of the Site or the Products that encourage a recipient to forward the message to another recipient, other than as expressly encouraged and permitted within the applicable Product (such as when you offer a Deal (defined below) and we encourage you to incentivize third parties to share your Deal).
(c) Limitations on Use. You understand that not all messages or campaigns sent through use of the Site or the Products will be received by or will be capable of being viewed by their intended recipients. You further understand that delivery of messages by means of the Site or the Products may involve transmissions over various networks, and that the messages (including video, audio, images, documents and text contained therein) could be reformatted or otherwise revised to conform to the formatting or technical requirements of such networks. You also understand and agree that messages exceeding maximum character limitations may be truncated, abbreviated, reduced or otherwise abruptly cut short.
You agree that we may establish general practices and limits concerning use of the Site or the Products, including without limitation the maximum number of messages or campaigns that may be distributed by you and/or the maximum size of any messages or campaigns that may be transmitted by means of the Site or the Products. We reserve the right to modify, revise, suspend or discontinue any Product in whole or in part, either temporarily or permanently and with or without notice, and you acknowledge that we are not obligated to support or update the Products in any manner. If we discontinue any Product, in its entirety, that you are subscribed to, you can remain on that product until you upgrade or downgrade to a current product.
- Subscriber Privacy.
(b) Sensitive Information. You will not import or incorporate into any address books or other content you upload to our servers any of the following information: social security numbers, national insurance numbers, credit cards, passwords, security credentials, or sensitive personal or health information of any kind. Notwithstanding the foregoing, if you are a covered entity under the Health Insurance Portability and Accountability Act of 1996, as amended, you agree to contact us via our legal contact page in order to request a business associate agreement prior to using the Product with your subscribers. If we agree to enter into a business associate agreement with you, you may include sensitive personal health information, subject to this Agreement and the terms of the business associate agreement (additional fees may apply).
- Public Relations
We may issue press releases or public statements regarding our services to you. We may list you (including use of your branding) as a customer on the Site and in publicity materials. You will have the right to ask us to remove or redact (if possible) any publicity which you find reasonably objectionable that includes your name.
- Headers and Footers.
For every listing, message or campaign sent or distributed via the Products, you agree that we may add a link to our Site and a statement such as "Delivered by SendYourMedia.com" in the header and footer or other similar location that does not unreasonably obscure the message or campaign.
- Prohibition on Spam; Permission Practices.
- Restrictions and Responsibilities.
- No Rights in Software.
This is an Agreement for services and access to the Site, and, except as expressly set forth herein, you are not granted a license to any software by this Agreement and nothing on the Site shall be construed to confer any grant or license of any intellectual property rights, whether by estoppel, by implication, or otherwise. You 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, or found at or through the Site or the Products or any software, documentation, or data related to the Site or the Products ("Software"); remove any proprietary notices or labels from the Site or the Products or any Software; modify, translate, or create derivative works based on the Site or the Products or any Software; or copy, distribute, pledge, assign, or otherwise transfer or encumber rights to the Site or the Products or any Software. If you are using the Site or the Products in any jurisdiction which restricts the ability of a software provider to restrict your right to reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Site, the Software or the Products, then you hereby covenant that, prior to engaging in such activities, you will first request that we perform such work at our standard professional services rates. We can then decide either: (a) to perform the work in order to achieve such interoperability and charge our then standard rates for such work to you; (b) to permit you to reverse engineer parts of the Software in order to obtain such source code, but only to the extent necessary to achieve such interoperability; or (c) to provide you with the information that you need regarding the Software for the purpose for which applicable law permits you to engage in such activities despite a contractual prohibition on such activities.
- Permitted Use of the Site or the Products.
The Site and the Products shall be used for your personal or business purposesonly (which includes civic or charitable), in compliance with this Agreement (including, without limitation, Section 5 hereof) and you shall not use the Site, the Products or any Software for timesharing or service-bureau purposes or otherwise for the benefit of a third party. Unless you are an authorized reseller of the Products, you may not display, copy, reproduce, or distribute the Software, any component thereof, any documentation provided in connection with Site, the Products or the Software, or any content, including but not limited to newsletters distributed to you by us in connection with the Products.
- Compliance with Laws.
The Site and the Products shall only be used for lawful purposes and you shall use the Site and the Products only in compliance with this Agreement, the CAN-SPAM Act and regulations thereunder and all other applicable U.S., state, local and international laws in your jurisdiction, including but not limited to (a) Canada's Anti-Spam Legislation and any other policies and laws related to unsolicited emails, spamming, privacy, obscenity, or defamation, copyright and trademark infringement and child protective email address registry laws, (b) laws relating to advertising, sales or promotional efforts or practices, redemption, refunds and provision of your products or services, (c) laws that govern false, unfair and deceptive practices, coupons, gift cards/certificates, defective products or services, unclaimed property, alcohol or tobacco, health and safety, fire, and hygiene standards, and (d) laws that govern lotteries, sweepstakes, contests and promotions and (e) laws that govern the collection of donations and charitable giving.
- Monitoring and Removal.
Although we have no obligation to monitor the content provided by you or your use of the Site or the Products, we may do so and may block any messages or campaigns, remove any content, including surveys, event registrations, social campaigns, Promotions, Deals or Business Content, or prohibit any use of the Site or the Products that we believe may be in violation of the foregoing or any other provision of this Agreement. You further understand and agree that we and any applicable third party who supports, posts, publishes or distributes your Promotions, Deals or Business Content also has the right to reformat, edit, monitor, reject, block or remove any of your Promotions, Deals or Business Content at any time. In no case will the foregoing make us responsible or liable for compliance with any such laws or obligations, for which you remain solely responsible and liable.
- Your Information and Content.
(b) Your Content and Contacts. We will also obtain any information that you provide to us in connection with your use of the Site or the Products, such as contact lists (including email addresses and Names of your subscribers) and content (including Business Content). We acknowledge your ownership rights in such contact lists and content ("Customer Information"). We will never sell or rent your Customer Information to anyone without your permission, and will never use your Customer Information for any purpose other than providing our products and services or as described herein. In the event we amend or revise the policy described in the immediately preceding sentence, we will provide advance notice of such amendment or revision.
You hereby grant to us a revocable, non-exclusive, royalty-free, worldwide license, with the right to sublicense, to use, reproduce, publish, distribute, perform and display the Customer Information (other than the Business Content, which is covered by the license set forth in Section 5.5 hereof) only as required by us to offer and operate the Products and related services.
You are solely responsible for the accuracy, quality, integrity, legality, reliability and appropriateness of all Customer Information, and you are responsible for maintaining, securing and storing all Customer Information in accordance with applicable law and any contractual obligations you may have (including this Agreement). You represent and warrant that you own or have secured all rights and interest in and to the Customer Information required for us to use the Customer Information as contemplated by this Agreement. To the extent you use images or templates provided by us, we hereby grant to you a revocable, non-exclusive, royalty-free, worldwide license to use, reproduce, publish, distribute, perform and display the images solely in connection with your use of the Site or the Products.
If you use the Site or the Products to offer Deals, you agree that any Deal offer, content on any Deal landing page and the Deal itself are non-confidential for all purposes and you automatically grant, or warrant that the owner of such content or intellectual property has expressly granted, us an irrevocable, non-exclusive, royalty-free, perpetual, transferrable, worldwide license, with the right to sublicense, to use, reproduce, create derivative works from, modify, publish, edit, translate, distribute, perform and display such content or intellectual property in any manner or in any media now known or hereafter created, including in connection with our marketing and promotional activities or as exemplars. You acknowledge and agree that we may, in our sole discretion, make the Deal offer, content on the Deal landing page or the Deal itself publicly available on one of our websites and, for the avoidance of doubt, third parties may take advantage of your Deal so long as they comply with the applicable Offer Terms.To the extent permitted by applicable law, we may make and preserve copies of all Customer Information as necessary to provide the Site or the Products and for internal back-up and other legal or regulatory purposes.
(c) Submissions. If you submit any suggestions, business information, ideas, concepts or inventions or content to us through the Site or otherwise ("Submissions"), you agree such Submission is non-confidential for all purposes and you automatically grant, or warrant that the owner of such content or intellectual property has expressly granted, us a non-exclusive, royalty-free, perpetual, irrevocable, worldwide license, with the right to sublicense, to use, reproduce, create derivative works from, modify, publish, edit, translate, distribute, perform and display such Submission in any manner or in any media now known or hereafter created.
(e)Backups. You are responsible for making frequent backup copies of your Customer Information, including your contact lists.
- No Rights in Software.
- Subscription Changes.
SendYourMedia allows subscribers to easily upgrade or downgrade subscription plans. The change occurs immediately.
SendYourMedia will either,
- Prorate the remaining time on the existing subscription and issue a credit to your SendYourMedia account.
- Prorate the new subscription until the current billing cycle’s end date and charge that amount.
- Set the updated subscription as the active subscription
- Attempt to collect the outstanding balance (charges minus credits)
If the charge is greater than the credit (plus your current balance), you will be charged the difference. If the credit is greater than the charge, then you will have a credit on your account that will be applied to your next renewal charge.
- Changing Plans
SendYourMedia offers monthly and yearly subscriptions. You can change your billing frequency between the two. These changes are neither an upgrade nor a downgrade. The billing cycle adjustment will occur when the current subscription renews.
SendYourMedia does not issue refunds for upgrades, downgrades or for changes in your billing frequency. Instead, credit is issued to your account and the account remains active until the renewal date.
You may cancel your SendYourMedia account at any time. A subscription that is canceled will continue through its current billing cycle. At the end of the current bill cycle the subscription will terminate and you will no longer be billed.
To cancel a subscription:
1) Navigate to the My Account page.
2) Click on Billing.
3) Click the Cancel My Subscription and follow the steps.
Note: If an account has a past due invoice in dunning, canceling the subscription will not stop collection attempts on that invoice.
A cancelled subscription terminates at renewal. Except as specifically set forth herein or on the Site, there are no refunds for any fees paid. SUBSCRIPTION SERVICES WILL CONTINUE UNTIL THE RENEWAL DATE. 60 DAYS LATER, ALL ACCOUNT FILES WILL ALSO BE DELETED. YOU ARE SOLELY RESPONSIBLE FOR TERMINATING YOUR SENDYOURMEDIA ACCOUNT AND THIS AGREEMENT. WE ARE NOT RESPONSIBLE FOR YOUR FAILURE TO PROPERLY TERMINATE YOUR SENDYOURMEDIA ACCOUNT AND THIS AGREEMENT OR FOR ANY CREDIT CARD OR OTHER CHARGES OR FEES YOU INCUR AS A RESULT OF YOUR FAILURE TO PROPERLY TERMINATE YOUR SENDYOURMEDIA ACCOUNT AND THIS AGREEMENT.
We may, in our sole discretion, terminate your SendYourMedia account or your access to or use of the Site or the Products, disable your SendYourMedia account or access to the Site or the Products, remove all or a portion of your Customer Information or data, cancel or suspend any of your Promotions or Deals or Donation Campaigns, or put your SendYourMedia account on inactive status, in each case at any time, with or without cause, with or without notice and without refund. We shall have no liability to you or any third party because of such termination or action, except that we will refund a pro rata portion of any prepaid amounts if we terminate you without cause.
Upon termination of your SendYourMedia account by you or us, this Agreement and any rights or licenses granted to you hereunder, shall immediately terminate except that (a) all sections of this Agreement that by their nature should survive termination will survive termination, including, without limitation, Sections 1- 3, 4.1(b), 4.2 and 5-21, and (b) for the avoidance of doubt, you will continue to be responsible for redemption of coupons and fulfillment for Promotions and Deals run prior to such termination in accordance herewith and any promises you made with respect to the funds associated with any Donation Campaigns.
A subscription that is canceled can be reactivated. This will bring the subscription back into an active, renewing state on your original bill cycle. An expired subscription cannot be reactivated; instead a new subscription plan will need to be applied to your account.
To reactivate a canceled subscription:
1) Navigate to the My Account page.
2) Click on Billing.
3) Click Reactivate Subscription.
If your renewal date has passed and your account has been terminated, you will be prompted to select a new plan when you try to login to your account. Please note that your files will only be stored for 60 days after termination.
If SendYourMedia alters or no longer offers a subscription plan, the changes will only impact new subscribers. As a current subscriber you remain grandfathered on the original subscription plan terms you agreed to at time of subscription signup. Any upgrade, downgrade or change on billing cycle will cause you to move to a new plan.
You hereby agree to defend, indemnify and hold harmless us and our business partners, third-party suppliers and providers, members of our Network, account providers, licensors, officers, directors, employees, distributors and agents from and against any damages, losses, liabilities, penalties, settlements and expenses (including costs and reasonable attorneys' fees) in connection with any claim or action that (a) arises from any actual or alleged breach by you of this Agreement; (b) arises from your Customer Information, including the content or effects of any messages you distribute, events you host, surveys you administer, social media campaigns you publish, Promotions or Deals you offer, donations you collect or products or services you sell (including, without limitation, claims relating to violations of law, false advertising, injuries, illness, damages, death, taxes, fulfillment, breach of Offer Terms, defective products or services or unclaimed property); (c) arises from your provision of incomplete or inaccurate information to your subscribers or customers; (d) arises from your activities or postings in any Community; (e) arises from your use of any Third Party Service (as defined below); or (f) otherwise arises from or relates to your use of the Site or the Products. You agree to provide us with prompt written notice in the event of any such claims or actions. In addition, you acknowledge and agree that we have the right to seek damages when you use the Site or the Products for unlawful purposes, in an unlawful manner, or in a manner inconsistent with the terms of this Agreement, and that such damages may include, without limitation, direct, indirect, special, incidental, cover, reliance and/or consequential damages. In the event that we are required to respond to a third party or law enforcement subpoena or court order that is related to your use of the Site or the Products, we may, in our sole discretion, require you to reimburse us for our reasonable expenses associated with complying with such subpoena or order.
- Warranty Disclaimer; Remedies; Release.
YOU EXPRESSLY AGREE THAT THE SITE AND THE PRODUCTS (INCLUDING ANY CUSTOM SERVICES OFFERINGS) ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. USE OF THE SITE OR THE PRODUCTS AND ANY RELIANCE BY YOU UPON THE SITE OR THE PRODUCTS, INCLUDING ANY ACTION TAKEN BY YOU BECAUSE OF SUCH USE OR RELIANCE, IS AT YOUR SOLE RISK. WE DO NOT WARRANT THAT THE USE OF THE SITE OR THE PRODUCTS WILL BE UNINTERRUPTED OR ERROR FREE, NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SAME. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. NO STATEMENT OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM US IN ANY MEANS OR FASHION SHALL CREATE ANY WARRANTY NOT EXPRESSLY AND EXPLICITLY SET FORTH IN THIS AGREEMENT.
WE SHALL HAVE NO LIABILITY OF ANY NATURE WHATSOEVER FOR YOUR COMPLIANCE WITH OR BREACH OF ANY LICENSE OR TERMS AND CONDITIONS OF ANY THIRD PARTIES OR THIRD PARTY SERVICES.
WE DO NOT ENDORSE AND ARE NOT RESPONSIBLE FOR (a) THE ACCURACY OR RELIABILITY OF ANY THIRD PARTY CONTENT, OPINION, ADVICE OR STATEMENT MADE BY ANYONE OTHER THAN US, OR (b) ANY EVENT HOSTED, DONATION SOLICITED, THE RESULTS OF ANY SURVEY, OR ANY PRODUCT OR SERVICE PURCHASED OR OTHERWISE OBTAINED FROM ANY THIRD PARTY, INCLUDING OUR CUSTOMERS.
NO CLAIM MAY BE ASSERTED BY YOU AGAINST US MORE THAN 12 MONTHS AFTER THE DATE OF THE CAUSE OF ACTION UNDERLYING SUCH CLAIM. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY FAILURE OR NONPERFORMANCE OF THE SITE OR THE PRODUCTS SHALL BE FOR US TO USE COMMERCIALLY REASONABLE EFFORTS TO ADJUST OR REPAIR THE SITE OR THE PRODUCTS.
TO THE EXTENT THE LAW PERMITS, YOU RELEASE US FROM ANY CLAIMS OR LIABILITY RELATED TO (a) ANY CONTENT POSTED ON YOUR SITE OR IN ANY MATERIALS YOU SEND USING THE SITE OR THE PRODUCTS, (b) THE CONDUCT OF ANY OTHER CUSTOMERS OF OURS OR THEIR RESPECTIVE SUBSCRIBERS AND (c) ANY PROBLEMS THAT MAY ARISE FROM ANY REMOTE ACCESS TO YOUR COMPUTERS OR OTHER SYSTEMS YOU PROVIDE TO OUR PERSONNEL OR AGENTS FOR THE PURPOSE OF TROUBLESHOOTING ISSUES. YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 (IF YOU ARE A CALIFORNIA RESIDENT), AND ANY SIMILAR PROVISION IN ANY OTHER JURISDICTION (IF YOU ARE A RESIDENT OF SUCH JURISDICTION).
- Limitation of Liability.
EXCEPT WITH RESPECT TO DEATH OR PERSONAL INJURY DUE TO THE NEGLIGENCE OF SENDYOURMEDIA, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL SENDYOURMEDIA OR ANY OF ITS UNDERLYING SERVICE PROVIDERS, BUSINESS PARTNERS, THIRD PARTY SUPPLIERS AND PROVIDERS AND MEMBERS OF OUR NETWORK, ACCOUNT PROVIDERS, LICENSORS, OFFICERS, DIRECTORS, EMPLOYEES, DISTRIBUTORS OR AGENTS (COLLECTIVELY REFERRED TO FOR PURPOSES OF THIS SECTION AS "SENDYOURMEDIA") BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY MONEY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES, EVEN IF SENDYOURMEDIA SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY, AND REGARDLESS OF THE FORM OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE), THE MAXIMUM AGGREGATE LIABILITY OF SENDYOURMEDIA TO YOU ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE APPLICABLE PRODUCT IN THE 12 MONTHS PRIOR TO THE ACCRUAL OF THE APPLICABLE CLAIM, LESS ANY DAMAGES PREVIOUSLY PAID BY SENDYOURMEDIA TO YOU IN THAT 12 MONTH PERIOD. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.
You agree that SendYourMedia has set its prices and entered into this Agreement in reliance upon the disclaimers of warranty and the limitations of liability set forth herein, that they reflect an allocation of risk between the parties (including the risk that a contract remedy may fail of its essential purpose and cause consequential loss), and that they form an essential basis of the bargain between the parties.
- Restricted Persons; Export of the Site, the Products or Technical Data.
You hereby represent and warrant that you are not a Restricted Person. For purposes of this Agreement, you are a "Restricted Person" if you or any officer, director, or controlling shareholder of the entity on behalf of which you are using the Site or the Products is (a) a national of or an entity existing under the laws of any country with which U.S. persons are prohibited from engaging in transactions, as may be determined from time to time by the U.S. Treasury Department; (b) designated as a Specially Designated National or institution of primary money laundering concern by the U.S. Treasury Department; (c) listed on the Denied Persons List or Entity List by the U.S. Commerce Department; (d) engaged in nuclear, missile, chemical or biological weapons activities to which U.S. persons may not contribute without a U.S. Government license; or (e) owned, controlled, or acting on behalf of a Restricted Person. If you become a Restricted Person during the term of this Agreement, you shall notify us within 24 hours, and we shall have the right to terminate any further obligations to you, effective immediately and with no further liability to you; provided, however, for the avoidance of doubt, you will remain liable to us for any outstanding obligations hereunder. You agree that you shall not utilize the Site or the Products to conduct or facilitate any transaction with any Restricted Person, except as may be expressly authorized in advance in writing by the U.S. Government. You may not remove or export from the United States or allow the export or re-export of the Site or the Products, 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.
- Third-Party Websites and Services.
The Site and the Products include social media tools that may, among other things, allow you to manage access, post content and manage content on social network platforms (for example, LinkedIn®, Google+, Facebook and Twitter). These tools also allow you to use the Products to access and analyze information found on social media sites. You hereby grant us all required permissions to access such sites and provide this functionality.
We may share your name, email address and other contact information with certain of our partners so that they may assist us in providing you with our services and assist you in using our products and services.
You agree to abide by the terms and conditions of any applicable Third Party Service. Notwithstanding anything set forth herein to the contrary, you will abide by this Agreement regardless of anything to the contrary in your agreement with any third party and you shall not use such Third Party Service to avoid the restrictions set forth in this Agreement.
We may terminate any Third Party Service's ability to interact with the Site or any of the Products at any time, with or without notice, and in our sole discretion, with no liability to you or to the third party. Any Third Party Service may take actions to impact our ability to make available some or all of the features of the Site or the Products at any time, with or without notice, and we will not be liable to you or to the third party for any such actions. We accept no responsibility for reviewing changes or updates to, or the quality, content, policies, nature or reliability of, any Third Party Services.
In no event shall any reference to any third party or third party product or Third Party Service be construed as an approval or endorsement by us of that third party or of any product or service provided by such third party.
- Notice and Take Down Procedures; Copyright Agent.
If you believe any materials accessible on or from the Site or the Products infringe your copyright or other intellectual property, you may request removal of those materials (or access thereto) from the Site or the Products by contacting our copyright agent (identified below) and providing the following information:
- Identification of the copyrighted work that you believe to be infringed. Please describe the work, and where possible include a copy or the location (for example, the URL) of an authorized version of the work.
- Identification of the material that you believe to be infringing and its location. Please describe the material, and provide us with its URL or any other pertinent information that will allow us to locate the material.
- Any information required to be included in a copyright infringement report under the United Kingdom Digital Economy Act 2010 (as we shall notify to you from time to time and request from you as necessary).
- Your name, address, telephone number and (if available) email address.
- A statement that you have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent, or the law.
- A statement that the information that you have supplied is accurate, and indicating that "under penalty of perjury," you are the copyright owner or are authorized to act on the copyright owner's behalf.
- A signature or the electronic equivalent from the copyright holder or authorized representative.
Our agent for copyright issues relating to the Site and the Products is as follows:
Send Your Media, Inc.
13506 Summerport Village Pky.
Copyright Contact Form
In an effort to protect the rights of copyright owners, we maintain a policy for the termination, in appropriate circumstances, of SendYourMedia account holders who are repeat infringers.
- Open Positions on Career Pages.
We may list open employment positions on the Site. Any such postings are for informational purposes only and are subject to change without notice. You should not construe any information on the Site or made available through the Site as an offer for employment, nor should you construe anything on the Site as a promotion or solicitation for employment not authorized by the laws and regulations of your location.
- Username and Password.
You are responsible for maintaining the security of your SendYourMedi aaccount, passwords and files (including the passwords and files that your Authorized Users, if any, have access to) and any Accounts. We will accept the instructions of any individual who claims to be authorized to direct changes to your SendYourMedia account so long as such person presents the Account Owner username and password or provides other appropriate account identifying information, as determined by us in our sole discretion, by email or by phone, or through a Third Party Service, if any, through which you access the Site or the Products. We have no knowledge of your organizational structure, if you are registering for the Products as an organization, or your personal relationships, if you are a person. You will be solely responsible and liable for any activity that occurs under your username and the activities of your Authorized Users, if any, and we shall not be responsible for the actions of any individuals who misuse or misappropriate your contact lists or other assets using your username and password or other appropriate account identifying information. You agree to notify us immediately of any unauthorized use of your SendYourMedia account or any other breach of security.
- Appropriate Use of Service.
This agreement does not authorize you to resell any of our Products. You cannot use or authorize others to use the Products in any way that competes with us or adversely affects our business. Unless allowed by our Terms and Conditions of Use, you may not license or resell the Products or supply the Products for the benefit of any other person or company.
- Non Solicitation.
During the Term and for a period of one year thereafter, you will not, and will not cause any other person or company, to directly or indirectly solicit for employment or for performance of any services any other person employed by us or hire or engage for any services any person employed by us.
- International Use; Prohibited by Law.
In recognition of the global nature of the Internet, you agree to comply with all local rules where you reside or your organization is located regarding online activities, email and the Site or the Products. More specifically, but without limitation, you agree to comply with all applicable laws regarding the transmission of technical data exported to or from the United States or the country in which you reside. The Site or the Products are controlled and operated by us from our offices within the United States and we make no representation that the Site or the Products are appropriate or available for use in other locations. Those who access the Site or the Products from other locations do so at their own initiative and risk, and are fully responsible for compliance with all applicable laws in those locations. We do not offer the Site or the Products where prohibited by law.
- Resolving Disputes.
We want to address your concerns without needing a formal legal case. Before filing a claim against SendYourMedia, you agree to try to resolve the dispute informally by contacting us through this link SendYourMedia Disputes. We'll try to resolve the dispute informally by contacting you via email. If a dispute is not resolved within 15 days of submission, you or SendYourMedia may bring a formal proceeding.
- We Both Agree to Arbitrate.
You and SendYourMedia agree to resolve any claims relating to these Terms and Conditions of Use or the Products and Services through final and binding arbitration, except as set forth under Exceptions to Agreement to Arbitrate below.
- Arbitration Procedures.
The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. The arbitration will be held either in Orlando, FL, United States, or any other location we agree to.
Arbitration Fees and Incentives. The AAA rules will govern payment of all arbitration fees. SendYourMedia will pay all arbitration fees for claims less than $50,000. If you receive an arbitration award that is more favorable than any offer we make to resolve the claim, we will pay you $1,000 in addition to the award. SendYourMedia will not seek its attorneys' fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.
- Exceptions to Agreement to Arbitrate.
Either you or SendYourMedia may assert claims, if they qualify, in small claims court in Orlando, FL, United States. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services, or intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above.
- No Class Actions
You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations aren't allowed.
Judicial forum for disputes. In the event that the agreement to arbitrate is found not to apply to you or your claim, you and SendYourMedia agree that any judicial proceeding (other than small claims actions) will be brought in the federal or state courts of Orlando (FL). Both you and SendYourMedia consent to venue and personal jurisdiction there.
- We Both Agree to Arbitrate.
- Full Force and Effect.
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.
- Entire Agreement.
We and you 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. No delay or omission by either party in exercising any right or remedy under this Agreement or existing at law or equity shall be considered a waiver of such right or remedy.
You may not assign any of your rights hereunder. We may assign all rights to any other individual or entity in our sole discretion.
- Further Assurances.
You agree to execute any and all documents and take any other actions reasonably required to effectuate the purposes of this Agreement.
- Third Party Beneficiaries.
Nothing express or implied in this Agreement is intended to confer, nor shall anything herein confer, upon any person other than the parties and the respective permitted successors or assigns of the parties, any rights, remedies, obligations or liabilities whatsoever.
The titles of the paragraphs of this Agreement are for convenience only and have no legal or contractual effect.
- No Agency.
Except as expressly set forth herein, no agency, partnership, joint venture, or employment is created as a result of this Agreement, and you do not have any authority of any kind to bind us in any respect whatsoever.
- Attorney Fees.
In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover its costs and attorneys' fees.
- Governing Law and Legal Actions.
This Agreement shall be governed by the laws of the State of Florida, USA and all claims relating to or arising out of this Agreement, or the breach thereof, whether sounding in contract, tort or otherwise, shall likewise be governed by the laws of the State of Florida, in each case, without regard to its choice or law or conflict of laws provisions. All legal actions in connection with this Agreement shall be brought in the state or federal courts located in Orlando, FL.
- Additional Information.
If you have any questions about the rights and restrictions above, or would like to report any inaccuracies or errors, please contact us by visiting our legal contact page.
- Full Force and Effect.