The following terms and agreement (this “Agreement”) are concluded between you and the Provider of the SendResult Platform. For purposes hereof, each may be referred to individually as a “Party” and collectively as the “Parties”.
In consideration of the mutual covenants and agreements contained herein, the Parties hereby agree as follows:
“Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control of a Party.
“Agreement” means these Terms and Conditions, together with all schedules hereto and any documents incorporated herein by reference.
“Content” means all information, documents, spreadsheets, and products made available to customers through the SendResult Platform Services.
“Customer Registration Data” means any data, information, or materials provided by the Customer during the registration process for the SendResult Platform. Customer Registration Data collected by the SendResult Platform may include, without limitation: given name, surname, company name, gender, city, state/province, country/region, Internet Protocol (IP) address information, billing information, website URL, and the Customer’s email address.
“Customer Verification Data” means any data transmitted by the Customer to SendResult for processing through the SendResult Platform Services. Customer Verification Data includes, without limitation, individual email addresses or lists of email addresses (in .txt file format) submitted for verification via the Services. This term further encompasses any data shared by the Customer with SendResult through the opt-in use of the SendResult Platform Services.
“SendResult Platform Services” means the online services accessed by the Provider through this Website, including the SendResult API software and the content to which access is granted to the Customer under this Agreement. The SendResult Platform Services constitute the Provider's email validation service.
“Intellectual Property Rights” refer to patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how, trade secret rights, and all other intellectual property rights, their derivatives, and other similar forms of protection.
“Provider Technology” refers to all proprietary technology of the Provider made available to the Customer when providing the SendResult Platform Services.
"Website" means www.sendresult.com.
Subject to the Customer’s material compliance with this Agreement and payment of all fees and charges related to its use of the SendResult Platform Services, the Provider hereby grants the Customer a revocable, non-exclusive, non-transferable, worldwide right to use the SendResult Platform Services solely for its internal business purposes and operations.
The license granted under this Agreement permits the Customer to: (ⅰ) upload Customer Validation Data to the SendResult Platform Services; and (ⅱ) download files containing Customer Validation Data that are provided to the Customer as output through the SendResult Platform Services.
The Customer agrees not to: (i) license, sublicense, sell, resell, transfer, assign, distribute, provide access to, or otherwise commercially exploit the SendResult Platform Services to any third party; (ii) modify or create derivative works based on the SendResult Platform Services; (iii) decompile, disassemble, or reverse engineer the SendResult Platform Services, or permit/assist any third party in such activities.
The Customer shall not: (i) Knowingly or willfully use the SendResult Platform Services or Provider Technology to transmit unsolicited emails, including but not limited to promotions or advertisements of products/services, or send emails containing any content that violates applicable laws; (ii) Knowingly transmit or store infringing, obscene, defamatory, or otherwise unlawful or tortious materials to the SendResult Platform Services; (iii) Intentionally upload or otherwise introduce materials containing viruses, worms, Trojan horses, or other harmful code, files, or programs to the SendResult Platform Services; (iv) Interfere with or disrupt the integrity or performance of the SendResult Platform Services; (v) Attempt to gain unauthorized access to the SendResult Platform Services or its related systems/networks; (vi) Use the SendResult Platform Services in violation of any applicable laws.
The Customer shall be responsible for all activities conducted under its account, including its right to use Customer Validation Data and submit data through the SendResult Platform Services, and shall comply with all applicable laws, treaties, and regulations relating to its use of the Services. The Customer assumes full liability for its use of the SendResult Platform Services and any results derived therefrom, including without limitation any actions taken with respect to its Customer Validation Data following utilization of the Services.
The Provider may use Customer Registration Data and Customer Validation Data to deliver and support the SendResult Platform Services; Provider may also share Customer Registration Data with third-party partners to promote additional or integrated services that may be of interest to the Customer. The Customer agrees that the Provider may cache and store results generated through the Services. All data handling shall be conducted in accordance with the Provider's Privacy Policy.
Customer Registration Data. The Provider will retain Customer Registration Data during the term of the Customer's SendResult account.
Customer Validation Data. Customer Validation Data constitutes the Customer's Proprietary and Confidential Information, which the Provider shall not access, use, or disclose except for the limited purposes expressly stated herein. The Customer bears sole responsibility for the accuracy, lawfulness, reliability, and intellectual property ownership of such data. Customer Validation Data uploaded or otherwise submitted by the Customer via the SendResult Platform Services, Website, or other means (including but not limited to CSV/TXT files) may be processed through the SendResult Platform Services and stored in password-encrypted form for thirty (30) days post-submission. Notwithstanding the above, the Customer retains exclusive ownership of all Customer Validation Data and can permanently delete all Customer Validation Data at any time via the Customer Dashboard.
The Customer consents to being identified as a customer of the Provider on the Website and in the Provider's promotional materials related to the Platform Services. The Customer further grants the Provider the right to use its trademarks, trade names, and logos (“Customer Marks”) solely for this limited purpose.
The Provider owns all rights, title, and interest in and to the Provider Technology, Content, and SendResult Platform Services, including all related intellectual property rights. The Provider expressly reserves all rights, title, and interest in the Provider Technology, Content, and SendResult Platform Services, including without limitation any derivatives, improvements, enhancements, or extensions conceived, reduced to practice, or otherwise developed by the Provider, and all associated intellectual property or federal/state rights.The Provider further reserves all rights not expressly and unequivocally granted herein, including but not limited to its right to license the Provider Technology, Content, and SendResult Platform Services. This Agreement does not constitute a sale and transfers no ownership interest in the SendResult Platform Services. The Customer’s rights under this Agreement are strictly limited by its terms. Except for the right to use the Services pursuant to this Agreement, the Customer acquires no rights, title, or interest whatsoever.
The Customer acknowledges that the Provider Technology, Content, and SendResult Platform Services contain the Provider’s valuable trade secrets and confidential information ("Confidential Information"), including but not limited to: the architecture and functionality thereof; the look and feel, organization, design, content, and processes of the Services. The Customer shall not share, disclose, transfer, or permit any third party to share, disclose, or transfer the Provider’s Confidential Information. The Provider acknowledges that Customer Registration Data and Customer Validation Data constitute the Customer’s Confidential Information. The Customer consents to the Provider’s use of such data strictly as permitted under this Agreement. Each party shall exercise reasonable efforts (in no event less than the degree of care used for its own confidential information) to prevent unauthorized disclosure, copying, or distribution of the other party’s Confidential Information. Confidential Information excludes: (i) information entering the public domain without breach of this Agreement; (ii) information rightfully known to the Receiving Party prior to disclosure, except under pre-existing confidentiality; (iii) information lawfully obtained from a third party without confidentiality restrictions; (iv) information independently developed without reference to or use of the Disclosing Party’s Confidential Information; (v) information required to be disclosed by court order, provided the Disclosing Party receives prior notice and opportunity to seek a protective order.
The Provider's Privacy Policy and Terms of Use governing the Website ("Website Terms of Use") are accessible at SendResult. The versions of said Privacy Policy and Website Terms of Use effective as of the execution date of this Agreement are hereby incorporated by reference. In the event of any conflict between this Agreement and the Privacy Policy or Website Terms of Use, the terms of this Agreement shall prevail to the extent of such conflict. The Provider may modify its Privacy Policy and Website Terms of Use at any time in its sole discretion without notice to the Customer.
Unless the Parties have executed a written agreement specifying fees for SendResult Platform Services, the Customer shall pay all applicable fees and charges according to the pricing displayed at https://www.sendresult.com/pricing. Provider may modify fees for the Services at any time without prior consent, effective immediately upon notice to the Customer; provided, however, such fee changes shall apply solely to usage of the Services occurring after the effective date of modification. All fees are quoted and payable in United States Dollars (USD) unless otherwise specified.
Except as otherwise agreed in writing, Customer shall pay Provider for use of the Services through the purchase of prepaid credits. All sales or prepayments of credits are final and non-refundable. Where credits are issued to Customer without advance payment, any unused credits shall be suspended upon failure of payment within thirty (30) days after issuance until payment is received.By providing any credit card information, Customer represents and warrants that: (a) it is authorized to use such card; and (b) it authorizes Provider to charge all fees incurred to such card. Submission of payment information constitutes Customer’s authorization for Provider to disclose such information to third-party payment processors for the purpose of facilitating payments. Customer agrees to verify any information requested by Provider to authenticate or finalize payments. All credit/debit card payments are subject to authorization by the card issuer. If payment is not authorized, Provider will cancel the order and notify Customer of such cancellation. Except for special promotions, access to and use of the Services shall be granted only after credit purchase.
Customers can obtain assistance with obtaining refunds for unused credits by contacting support staff at service@sendresult.com.
Either party may terminate this Agreement immediately, with or without cause and for any or no reason. The Customer may terminate this Agreement at any time by simply ceasing to use the SendResult Platform Services. Any failure to meet the Customer’s payment obligations or any unauthorized use of the SendResult Platform Services shall be deemed a material breach of this Agreement. If the Provider, in its sole discretion, determines that the Customer has materially breached this Agreement or otherwise failed to comply with it, the Provider may terminate this Agreement, the Customer’s account, or the Customer’s access to the SendResult Platform Services. Upon any such termination, the Customer shall not be entitled to any refunds, and any accrued credits will be forfeited.
Both parties represent and warrant that they have the legal power and authority to enter into this Agreement. The Customer represents and warrants that: (a) it has the right and authorization to use the Customer Verification Data and submit it through the SendResult Platform Services; (b) it shall comply with all applicable laws, treaties and regulations relating to the use of the SendResult Platform Services. The Provider represents and warrants that: (a) it has the right and authorization to provide the SendResult Platform Services and Provider Technology to the Customer as expressly authorized by this Agreement; (b) it shall provide the SendResult Platform Services and Provider Technology in a manner consistent with general industry standards; (c) it shall use its best efforts to detect software viruses and other harmful components, and shall immediately take all reasonable measures to remove or eliminate any such components; (d) it shall use leading commercial encryption technologies to encrypt the Customer Verification Data in its possession.
The Customer shall indemnify, defend, and hold harmless the Provider and each of its affiliates, officers, directors, employees, attorneys, and agents from and against any and all claims, costs, damages, losses, liabilities, and expenses arising out of or in connection with: (a) third-party claims that the Provider's use of Customer Verification Data in combination with the SendResult Platform Services in accordance with the Customer's instructions violates any applicable law, or that the verification of such Customer Verification Data through the use of the SendResult Platform Services is unauthorized or exceeds the scope of individual authorization; provided that the Provider (i) promptly gives the Customer written notice of the claim; (ii) allows the Customer to have sole control over the defense and settlement of the claim; and (iii) provides the Customer with all available information and assistance. The Provider shall indemnify, defend, and hold harmless the Customer and the Customer's affiliates, officers, directors, employees, attorneys, and agents from and against any and all claims, costs, damages, losses, liabilities, and expenses arising out of or in connection with: (a) third-party claims that the SendResult Platform Services directly infringe the intellectual property rights of a third party; provided that the Customer (i) promptly gives the Provider written notice of the claim; (ii) grants the Provider sole control over the defense and resolution of the claim; and (iii) provides the Provider with all available information and assistance.
The representations and warranties provided in this Agreement constitute the complete and exclusive representations and warranties of the Provider. The Provider shall not be liable for any other representations, warranties or guarantees in any form. Except as provided herein, the SendResult Platform Services are provided on an "as is" and "as available" basis, without any express or implied warranties, including but not limited to warranties of title, non-infringement or third-party rights, and any implied warranties of merchantability or fitness for a particular purpose. The Provider does not warrant the performance or results that the Customer may obtain through the use of the SendResult Services. Nor does the Provider warrant that access to or use of the SendResult Platform Services will be uninterrupted or error-free. The Provider expressly disclaims any liability for any claims or lawsuits arising out of or in connection with any improprieties, omissions, defects or errors in the SendResult Platform Services or the Customer's use thereof.
Except for claims arising from a party's confidentiality obligations or indemnification obligations under this Agreement, the total liability of either party shall not exceed the amount actually paid by the Customer to the Provider during the six (6) months prior to the occurrence of such claims. Furthermore, neither party shall be liable for any indirect, punitive, special, exemplary, incidental, consequential or other damages of any type or kind arising from the Customer's use of the SendResult Platform Services. Notwithstanding the foregoing, the total liability of the Provider arising out of or in connection with this Agreement, regardless of the liability theory, shall be limited to the amount of fees paid by the Customer for the use of the SendResult Platform Services during the past twelve (12) months.
The Provider may send notices to the Customer via the email address recorded by the Customer with the Provider.
Except for changes to the Provider's privacy policy and any revisions required by applicable laws, the Provider reserves the right to change or amend the terms of this Agreement and shall notify the Customer of such changes thirty (30) days in advance. The Customer's continued use of the SendResult Platform Services after the changes take effect shall mean that it has accepted the revised terms. If the Customer does not agree to accept such changes, the Customer's sole remedy shall be to cease using the SendResult Platform Services.
Notwithstanding any contrary provisions in this Agreement, neither party shall be liable for any delay or failure to perform due to circumstances beyond the reasonable control of the performing party, such as war or insurrection, government actions, strikes, fires, floods, earthquakes, work stoppages, epidemics, pandemics, embargos, and any other events beyond the reasonable control of the performing party.
By virtue of this Agreement, there shall be no joint venture, partnership, employment or agency relationship between the Customer and the Provider.
No party may assign this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, that a party may assign this Agreement without the consent of the other party to (i) its parent company or subsidiary; (ii) a purchaser of its assets or equity interests; or (iii) a successor in a merger. Any purported assignment in violation of this Section shall be null and void.
This Agreement shall be construed in accordance with and governed by the laws of the People's Republic of China, without regard to principles of conflict of laws.
Any claim or dispute arising out of or in connection with this Agreement, breach of this Agreement, or use of the SendResult platform services that cannot be resolved through reasonable negotiation shall be settled by binding arbitration in accordance with arbitration rules and procedures. This Agreement is signed in Quanshan District, Xuzhou City, Jiangsu Province, People's Republic of China. Any dispute or claim shall be submitted to Xuzhou Arbitration Commission for arbitration.
If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be construed to reflect the intent of the invalid or unenforceable provision, and all other provisions shall remain fully valid and enforceable.
The failure of the Provider to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision, unless acknowledged and agreed to in writing by the Provider.
Any amendment or modification to any provision of this Agreement shall be invalid unless made in writing and signed by both parties.
This Agreement constitutes the entire agreement between the Customer and the Provider, and supersedes all prior or contemporaneous written or oral negotiations, discussions, or agreements between the parties concerning the subject matter contained herein.