ManageAgent.com (wherein called ManageAgent) provides small and large companies with a variety of tools and resources to launch, to collect visitor e-mail addresses and manage online email campaigns (the "Email Marketing System"), This service may not be used for the sending of unsolicited e-mail (sometimes called “spam”). See our Anti-Spam Policy. The Email Marketing Services, and any related offerings are referred to in these Terms and Conditions as the "Services"). By logging in to your ManageAgent account or by accessing the ManageAgent services via any API interface, you accept these Terms and Conditions. These guidelines will help ensure that ManageAgent maintains its reputation and white-listing status with a number of major ISPs and white listing programs. If at any time your campaign is flagged as SPAM, ManageAgent reserves the right to cancel your account without notice.
1. The Services are available only to persons who can form legally binding contracts under applicable law. Without limiting the foregoing, the Services are not available to individuals under the age of 18. If you do not qualify, please do not use the Services.
2. The Services enable corporate web sites, small business web sites, and community sites to sign up web site visitors, collect and retrieve visitor sign-up data, and develop and execute e-mail communications with visitors and other targeted prospects.
3. It is understood that ManageAgent makes no guarantee that HTML messages will be rendered properly on all recipients’ e-mail programs. ManageAgent makes every attempt to make sure that all e-mail messages sent follow e-mail standards, but we cannot guarantee that messages will look consistent across all e-mail. For best results ManageAgent recommends, but does not guarantee, the use of HTML editors that generate HTML that adheres to W3C standards.
4. You represent, covenant, and warrant that you will use the Services only in compliance with the Agreement and all applicable laws (including but not limited to policies and laws related to spamming, privacy, obscenity, or defamation). You agree you will not access or otherwise use third party mailing lists in connection with preparing or distributing unsolicited e-mail to any third party. You hereby agree to indemnify and hold harmless ManageAgent against any damages, losses, liabilities, settlements, and expenses (including without limitation costs and reasonable attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise arising from or relating to your use of the Services. Although ManageAgent has no obligation to monitor the content provided by you or your use of the Services, ManageAgent may do so and may remove any such content or prohibit any use of the Services it believes may be (or is alleged to be) in violation of the foregoing.
5. Copyright and Trademark Information
Our web site, and all the information which it contains, is the property of ManageAgent and its affiliates and licensor's, and is protected from unauthorized copying and dissemination by United States copyright law, trademark law, international conventions and other intellectual property laws. ManageAgent Services or service names or logos appearing in this Site are either trademarks or registered trademarks of ManageAgent and/or its affiliates. The absence of a Services or service name or logo from this list does not constitute a waiver of ManageAgent trademark or other intellectual property rights concerning that name or logo.
6. Representations and Acknowledgments
All ManageAgent customers must follow the rules of the federal CAN-SPAM act and ManageAgent Anti-Spam policy when sending e-mail through the service. Accordingly, we require the following of e-mail messages sent through the ManageAgent system subject in each case to the terms listed in the remainder of this Agreement, you hereby represent, acknowledge and agree that:
7. Services and Support
If you are accessing or using the Services through a Third Party Service, you agree and acknowledge that ManageAgent is not responsible or liable for any actions of such third party or for any aspect or result of such Third Party Service. You use such Third Party Service at your own risk. You further agree and acknowledge that ManageAgent may terminate such Third Party Service’s ability to interact with the Services at any time, with or without notice, and in ManageAgent sole discretion, with no liability to you or the third party.
8. Email, Permission Practices, Image Hosting & Prohibited Content
8.2 Permission Practices. You agree to import, access or otherwise use only Permission Based Lists in connection with your use of the Services. You hereby covenant that you shall not use any other lists in connection with your use of the Services. If you have used the ManageAgent feature that allows you to request a recipient to confirm that you have his or her permission to send emails to him or her, and such recipient has not responded or does not respond affirmatively to such request for confirmation, you agree that you shall not send emails to that recipient. Without limiting the foregoing, you agree that you shall not utilize the Services to send any commercial electronic mail message (as that term is defined in the CAN-SPAM Act of 2003) 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. You cannot mail to distribution lists, newsgroups, or spam or unsolicited email addresses. You cannot copy a ManageAgent template or any other features or functionality from the Services and use them for any purpose other than sending email messages from the Services. You are responsible for ensuring that your email campaigns do not generate a number of spam complaints in excess of industry norms. ManageAgent, in its sole discretion, shall determine whether your level of spam complaints is within industry norms, and its determination shall be final, binding and conclusive for all purposes under this Agreement. ManageAgent will terminate your use of its Services if ManageAgent determines that your level of spam complaints is higher than industry norms.
8.3 Footers. For every email message sent in connection with the Services, you acknowledge and agree that ManageAgent may add an identifying footer stating "Email Marketing by ManageAgent," "Powered by ManageAgent" or a similar message.
8.4 Images. Images hosted by ManageAgent on ManageAgent controlled servers may only be used in connection with the Services and for no other purpose whatsoever. To the extent you use images provided by ManageAgent, ManageAgent hereby grants to you a limited, non-exclusive, non-transferable sublicense to use the images in an unaltered state solely in connection with your use of the Services.
8.5 Prohibited Content. ManageAgent prohibits the use of the Services or web site by any person or entity that:
8.6 Right to Disable Access. ManageAgent, at its own discretion, may immediately disable your access to the Services without refund if ManageAgent believes in its sole discretion that you have violated any of the policies listed above or elsewhere in this Agreement.
9. ManageAgent Community
You agree that you are responsible for your own use of the ManageAgent Community, for any posts you make, and for any consequences thereof. You agree that you will use the ManageAgent Community in compliance with all applicable local, state, national, and international laws, rules and regulations, including any laws regarding the transmission of technical data exported from your country of residence and all United States export control laws. You agree to abide by the ManageAgent Terms and Conditions and the rules and restrictions therein. The ManageAgent community are incorporated by reference into this Agreement. ManageAgent may, in its sole discretion, modify or revise the ManageAgent Community Terms and Conditions at any time, and you agree to be bound by such modifications or revisions. Violation of any of the foregoing, including the ManageAgent Community Terms and Conditions may result in immediate termination of this Agreement, and may subject you to state and federal penalties and other legal consequences. ManageAgent reserves the right, but shall have no obligation, to investigate your use of the ManageAgent Community in order to (a) determine whether a violation of the Agreement has occurred or (b) comply with any applicable law, regulation, legal process or governmental request. Much of the content of the ManageAgent Community, including the contents of specific postings, profiles, blogs, images and videos, is provided by and is the sole responsibility of the person or people who made such postings. ManageAgent does not regularly monitor the content of the ManageAgent Community, so please review the ManageAgent Community Terms and Conditions for acceptable behavior in the ManageAgent Community. The ManageAgent Community is intended to provide ManageAgent customers with the opportunity to exchange useful information. ManageAgent does not edit any postings, and does not pre-screen or review every posting. You agree that ManageAgent is not responsible for the content of any postings in the ManageAgent Community and has no duty to correct any erroneous statements on any part of the ManageAgent Community.
10. Restrictions and Responsibilities
10.1 No Rights in Software. This is an Agreement for services and access to this web site, and you are not granted a license to any software by this Agreement. 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 Services or any software, documentation, or data related to the Services ("Software"); remove any proprietary notices or labels from the Services or any Software, modify, translate, or create derivative works based on the Services or any Software; or copy, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services or any Software.
Unless you are an authorized reseller of the Services, you may not display, copy, reproduce, or distribute the Software, any component thereof, any documentation provided in connection with the Services or the Software, or any content, including but not limited to newsletters, distributed to you by ManageAgent in connection with the Services. Violation of these restrictions may result in the termination of this Agreement.
10.2 Permitted Use of the Services. The Services shall be used for your internal business (which includes civic or charitable) purposes only, and you shall not use the Services or any Software for timesharing or service-bureau purposes or otherwise for the benefit of a third party. If you are using the Services 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 Software or Services, then you hereby covenant that, prior to engaging in such activities, you will first request that ManageAgent perform such work at its standard professional services rates. ManageAgent can then decide either: (i) to perform the work in order to achieve such interoperability and charge its then standard rates for such work to you; or (ii) 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 (iii) 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.
10.3 Compliance with Laws; Monitoring. You shall use the Services only in compliance with this Agreement, the federal CAN-SPAM Act of 2003 and regulations there under and all other applicable U.S., state, local and international laws (including but not limited to policies and laws related to spamming, privacy, obscenity, or defamation, copyright and trademark infringement and child protective email address registry laws). Although ManageAgent has no obligation to monitor the content provided by you or your use of the Services, ManageAgent may do so and may block any email messages, remove any such content or prohibit any use of the Services that ManageAgent believes may be (or is alleged to be) in violation of the foregoing.
10.4 Indemnification. Customer agrees to indemnify, defend and hold harmless ManageAgent, the Representatives, and their respective affiliates, officers, directors, stockholders, employees, consultants, representatives and agents from any and all claims, liability, damages and/or costs (including, but not limited to, reasonable attorneys' fees) arising from Customer's negligence or intentional misconduct, Customer's violation of any applicable law, including the federal CAN SPAM Act, 15 U.S.C. 7701-7713, this Agreement or the Policies, Customer's breach of any of its representations, warranties or covenants set forth herein, or Customer's infringement of any intellectual property rights or other rights of any person or entity.
10.5 Your Information. In using the varied features of the Services, you may provide information about yourself or your employer (such as name, contact information, or other registration information) to ManageAgent. ManageAgent may use this information and any technical information about your use of the Services to tailor its presentations to you, facilitate your movement through the Services, or communicate separately with you. ManageAgent will not provide your information, including your contact and account information, to third parties who you have not authorized to receive such information, except(i) as required by law or court order, including without limitation judicial process and law enforcement, or in the good-faith belief that such action is necessary to comply with law or a court order or (ii) if your ManageAgent account was terminated from due to unsolicited commercial email being sent from your ManageAgent account. ManageAgent will never sell or rent your contact lists to anyone without your permission and acknowledges your ownership right in your contact lists. In the event ManageAgent amends or revises the policy described in the immediately preceding sentence, it will provide advance notice of such amendment or revision.
10.6 Intellectual Property Rights in Your Content. You agree that you will not upload or transmit any contact lists, communications or content of any type to this web site or in connection with the Services that infringe, misappropriate or violate any rights of any party. By submitting ideas, concepts, inventions, or content to this web site or using them in connection with the Services, you agree that such submission is non-confidential for all purposes. If you make any such submission, you agree that you will not send or transmit to ManageAgent or to any third party using the Services, any communication or content that infringes or violates any rights of any party. If you submit any business information, ideas, concepts or inventions or content to ManageAgent by email, you agree such submission is non-confidential for all purposes. If you make any submission to this web site or if you submit any business information, idea, concept or invention to ManageAgent by email, you automatically grant—or warrant that the owner of such content or intellectual property has expressly granted—ManageAgent a non-exclusive, royalty-free, perpetual, irrevocable, worldwide license to use, reproduce, create derivative works from, modify, publish, edit, translate, distribute, perform, and display such content in any manner.
11. Warranty Disclaimer; Remedies
USE OF THE SERVICES AND ANY RELIANCE BY YOU UPON THE SERVICES, INCLUDING ANY ACTION TAKEN BY YOU BECAUSE OF SUCH USE OR RELIANCE, IS AT YOUR SOLE RISK. MANAGEAGENT DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. THE SERVICES ARE PROVIDED “AS IS” AND MANAGEAGENT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.
13. Your sole and exclusive remedy for any failure or nonperformance of the Services shall be for ManageAgent to use commercially reasonable efforts to adjust or repair the Services.
14. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL MANAGEAGENT OR ANY OF ITS UNDERLYING SERVICE PROVIDERS, BUSINESS PARTNERS, INFORMATION PROVIDERS, ACCOUNT PROVIDERS, LICENSORS, EMPLOYEES, DISTRIBUTORS OR AGENTS (COLLECTIVELY REFERRED TO FOR PURPOSES OF THIS SECTION AS “MANAGEAGENT “) BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY MONEY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES, EVEN IF ManageAgent SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. IN THE EVENT THAT NOTWITHSTANDING THE FOREGOING, MANAGEAGENT IS FOUND LIABLE TO YOU FOR DAMAGES FROM ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE), THE LIABILITY OF MANAGEAGENT TO YOU WILL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.
15. Restricted Persons; Export of Services or Technical Data
You hereby 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 Services is (1) a national of or an entity existing under the laws of Cuba, Iran, Sudan, Syria, or any other 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; (2) designated as a Specially Designated National or institution of primary money laundering concern by the U.S. Treasury Department; (3) listed on the Denied Persons List or Entity List by the U.S. Commerce Department; (4) engaged in nuclear, missile, chemical or biological weapons activities to which U.S. persons may not contribute without a U.S. Government license; or (5) 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 ManageAgent within twenty-four (24) hours, and ManageAgent shall have the right to terminate any further obligations to you, effective immediately and with no further liability to you, but without prejudice to your outstanding obligations to ManageAgent.
You agree that you shall not utilize the Services 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 Services, or any direct Services thereof, including technical data, in violation of any restrictions, laws, or regulations of the United States or any other applicable country.
16. Links to Third-Party Web Sites
This web site may contain links to non-ManageAgent web sites. These links are provided to you as a convenience, and ManageAgent is not responsible for the content of any linked web site. Any non-ManageAgent web site accessed from this web site is independent from ManageAgent, and ManageAgent has no control over the content of that web site. In addition, a link to any non-ManageAgent web site does not imply that ManageAgent endorses or accepts any responsibility for the content or use of such web site.
17. You are responsible for monitoring, correcting, processing unsubscribe requests within 10 days, and updating the email addresses to which messages are sent through your ManageAgent account.
18. Emails that you send through the Service may generate abuse complaints from recipients. You are responsible for ensuring that your email campaigns do not generate a number of abuse complaints in excess of industry norms. ManageAgent, in its sole discretion, shall determine whether your level of abuse complaints is within industry norms, and its determination shall be final, binding and conclusive for all purposes under this Agreement
19. You may terminate this Agreement at any time by sending an e-mail message to firstname.lastname@example.org or by sending written notice to ManageAgent, 15499 NW Norwich St. Beaverton, OR 97006. Correspondence must include your first name, last name, and ManageAgent username. No refunds will be issued if you terminate this agreement.
20. ManageAgent at its own discretion may immediately disable your access without refund to the Services, if ManageAgent believes in its sole discretion that you have violated any of the email and permission practices listed above, or the CAN-SPAM Act of 2003.