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The Terms of Product Use Agreement
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1. LEGAL SOFTWARE PRODUCT AGREEMENT
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Viper Logic Corp. (and "Viper Mailer Product") provides software, products, website,
Internet based tools, and Advanced Technology Engineering (collectively, the
"Viper Logic Corp."). The Terms of Product Use Agreement comprise a legal
agreement ("Agreement") between you the "client" (the person submitting an
order form associated with this agreement or otherwise using a Viper Logic
Corp. email marketing product) and the Viper Logic Corp. that governs the client's use
of the Viper Mailer Email Marketing Product. BY ORDERING THE VIPER MAILER
PRODUCT, THE CLIENT AGREES TO BE BOUND BY THE TERMS OF PRODUCT USE AGREEMENT,
AS MODIFIED FROM TIME TO TIME. As the client, if you do not agree to The
Terms of Product Use Agreement, do not order or use any Viper Logic Corp.
product.
"Client" means you, your company, Your employees, and anyone who has access to
use your Viper Mailer Product account. Client must be of the legal adult age
of the guidelines or laws governing your state or country to subscribe to and use
any Viper Logic product.
Client agrees to familiarize one's self with, and to regularly review, The Terms
of Product Use Agreement and other terms and guidelines published by Viper
Logic Corp. and to abide by them if, Client chooses to use the Viper Mailer Product
as an Email Marketing Service to which all terms apply. Viper Logic Corp.,
through the Viper Mailer Product reserves the right to change The Terms of
Product Use Agreement at anytime without notice. If Client continues to use
the Viper Mailer Product after any such changes, Client's continued use will
constitute that Client consents to such changes. Viper Mailer Product agrees to
identify the date of last revisions of The Terms of Product Use Agreement
located at the end or bottom of The Terms of Product Use Agreement.
If you have questions such as how to obtain a printed copy of The Terms of Product
Use Agreement, please contact us here.
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2. CLIENT WARRANTIES
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By subscribing to or receiving the Viper Mailer Product, Client makes the
following representations and warranties. The Viper Mailer Product shall have
the right to terminate Client's Viper Mailer Product account, without notice,
at any time, if any representation or warranty made by Client proves to be
untrue in any respect.
Client represents and warrants that:
- Client and users of the Viper Mailer Product approved by Client are at
least the legal adult age of the guidelines or laws governing Client's
state or country.
- Client has the legal capacity and authority to: (a) enter into binding
contracts for the sale and purchase of products and services, (b) be bound
by The Terms of Product Use Agreement, (c) subscribe to and use the
Viper Mailer Product, including, where applicable, listing of claims,
in accordance with The Terms of Product Use Agreement, and (d) if Client
is acting in a corporate capacity, will bind Client's company.
- Client will not use the Viper Mailer Product for any purpose that is unlawful
or prohibited by The Terms of Product Use Agreement (as may be modified from
time to time). See the latest, dated revision of The Terms of Product Use Agreement,
located at the end or bottom of The Terms of Product Use Agreement.
- All information and content supplied by Client or by others using the
Viper Mailer Product, including, but not limited to, all information submitted
as part of the registration and subscription process and all content included
in emails delivered by Client via the Viper Mailer Product (collectively,
"Customer(s) Content") is true and accurate.
- Any offers distributed by Client on or in connection with any Customer(s)
Content are legal. Client has all licenses necessary to offer for
distribution and all offers will be in compliance with applicable law(s).
- Client owns or has the right to use all of the intellectual property,
proprietary and similar rights necessary for all Customer(s) Content, and
all offers distributed by Client or on the behalf of Customer(s) that are
referred to in the Customer(s) Content.
- Client delivery of emails in connection with the Viper Mailer Product is in
full compliance with the CAN-SPAM Act of 2003.
- Client has secured required permission to use any person's name, voice,
likeness or performance as embodied in any Customer(s) Content, and nothing
in the Customer(s) Content will otherwise infringe on the privacy or publicity
right of any individual.
By using the Viper Mailer Product, Client agrees that Client will defend and
indemnify Viper Logic Corp. and the Viper Mailer Product from any third party
claim related to a breach of any of the foregoing warranties.
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3. EMAIL SENDING AND USAGE
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The Viper Mailer Product provides email marketing software for newsletters,
surveys, groups, organizations, press releases, offers, and most other customer
communications.
The Viper Mailer Product may only be used in connection with email lists for
which recipients have voluntarily registered. Using Viper Mailer Product to send
email to an address that Client obtained without the consent of such addressee is a
violation of the Viper Mailer Product's "The Terms of Product Use Agreement". Client
may not access the mailing lists of third parties on Viper Mailer Product, and
Client may not access or otherwise use such third party mailing lists in
connection with preparing or distributing unsolicited email to any third party.
Client may not import any email addresses to Client's list that have not chosen
to receive Client mailings. Client may only send emails to customers that have
willingly signed up to receive Client's mailings. If the Viper Mailer Product
receives complaints about Client's list, Client's list will be reviewed and may be
terminated. Client may not send mail under any company or organization name other
than Client's own and/or with fraudulent header or source information. Please see
Viper Mailer Product's Anti-Spam Policy for further information and restrictions
regarding use of the Viper Mailer Product.
If Client elects to use the Viper Mailer Product to create a mailing list (a
"Mailing List"), Client may remove any email addresses contained therein from such
Mailing List at Client's discretion. Client agrees to honor the request of the owner
of any email address to remove that address from a Mailing List within ten (10)
business days after receipt of such request. Client may establish additional terms
and conditions that may be applied to persons subscribed to Client's Mailing Lists.
If Client registers with a Mailing List, Client acknowledges that the owner of
the Mailing List (if applicable) may remove Client's email addresses from such
Mailing List, in its discretion and at any time, and that Client's participation
in such Mailing List may be subject to additional terms and conditions that may
be changed from time to time.
Viper Logic Corp. will include an image and link on the bottom of each email sent
by the Viper Mailer Product a statement similar to the following: "Powered by
Viper Mailer".
The Viper Mailer Product will incorporate on each email that Client sends through
the Viper Mailer Product an Opt-In, Opt-Out (add in or removal) system into the
bottom of the email sent.
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4. LIMITATIONS ON CLIENT USE OF THE VIPER MAILER PRODUCT
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The Viper Mailer Product is an Email Marketing Service provided to Client to
assist with the operation of Client's business. Client's right to use the Viper
Mailer Product is limited to Client, Client company, and Client employees. Client
is solely responsible for Customer(s) Content and all use of Client's Viper
Mailer Product account. The Viper Mailer Product reserves the right, but is not
obligated, to monitor or to review Customer(s) Content and to monitor Client's
compliance with The Terms of Product Use Agreement. Viper Mailer Product
reserves the right in its sole discretion to:
- (a) refuse to provide the Viper Mailer Product if Client violate The Terms
of Product Use Agreement, and/or (b) edit, refuse to post, or remove any
Customer(s) Content that violates The Terms of Product Use Agreement,
without notice at any time.
In addition, Client shall not use the Viper Mailer Product to:
- Send unsolicited emails for commercial or non-commercial purposes.
Unsolicited email is defined as email sent to more than 10 individuals
without their permission.
- Rent, lease, license, grant a security interest in, or otherwise transfer
or sublicense Client's rights hereunder to any third party.
- Defame, libel, slander, impersonate, abuse, harass, threaten, invade the
privacy of, or otherwise violate or infringe the legal rights (including
the rights of privacy and publicity) of any other person.
- Conduct, promote, or forward illegal offers or make false claims.
- Directly or indirectly put at risk or bring harm to minors in any way.
- Publish, post, distribute, disseminate, advertise, or link to any: (i)
content, site, topic, name, material, or information, which is inappropriate.
- Emailing any materials or links to any materials that contain, nudity or
adult content.
- Email software, content or other material protected by intellectual property
laws, copyright licenses, rights of privacy or publicity, or other proprietary
rights, unless Client owns or controls such rights or has received all
necessary consents for Client's publication, distribution, or linking of such
software and other materials; such as: software, content or other material that
contains viruses, worms, corrupted files, cracks, or that may or are intended
to damage the operation of or render inoperable another's computer, hardware,
software, security measures, system, or other programs written to defeat the
security measures of any computer, system or programs, whether directed at an
individual or a group.
- Offer anything illegal.
- Client must comply with all applicable state or country laws as an offer by
Client including representing the Customer(s) Content.
- Collect information about third parties, including email addresses, without
the express consent of such third parties.
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5. CLIENT USE AND OWNERSHIP OF THE VIPER MAILER PRODUCT
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Subject to the terms and conditions of this Agreement, the Viper Mailer Product
(“Software”) grants Client, and Client accepts, a nontransferable and nonexclusive
license to use the Viper Mailer Product. The Viper Mailer Product is
solely for Client's purposes using Client data, and it is not for the benefit of any third
party (unless otherwise agreed to in writing by Viper Logic Corp.). Client may use
and access the Software made available over the World Wide Web only through the
authorized Viper Logic Corp. website ViperMailer.com. Client agrees to use
reasonable security measures to minimize the risk of unauthorized access to and
use of the Viper Mailer Product (“Software”).
The Software may be used and accessed only by Client and only using the Software
for its intended purpose while doing Client's work.
Client acknowledge that Viper Logic Corp. is the sole owner of all intellectual
property rights to the Viper Mailer Product, the Software and the Websites provided
by the Viper Mailer Product in connection with the Viper Logic Corp. in its entirety.
Client's use of Viper Mailer Product Software is made available through the Internet, via
Viper Mailer.com by the Viper Logic Corp., to the extent by agreeing to accept The
Terms of Product Use Agreement shall govern Client's use of the Viper Mailer Product
Software.
Client acknowledges that the Viper Mailer Product Software, and any online
documentation and/or technical information, is subject to applicable export control
laws and regulations of the United States. Client agrees not to export or re-export the
Viper Mailer Product Software, directly or indirectly, to any countries that are
subject to USA export restrictions.
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6. PRODUCT LIABILITY LIMITATIONS AND DISCLAIMERS
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The information, software, products, services and other material included in or
available through the Viper Mailer Product may not be complete and may include
errors.
Features may be added, discontinued, or deleted from time to time without notice.
Viper Mailer Product warrants that it will use commercially reasonable efforts to
provide the ordered Viper Mailer Product in accordance with the terms and conditions
in the applicable order form. Otherwise, Viper Mailer Product makes no guarantees
of any kind regarding the dependability, accuracy, security, timeliness or
availability of the Viper Mailer Product. EXCEPT FOR THE FOREGOING LIMITED WARRANTY,
VIPER LOGIC CORP., THE VIPER MAILER PRODUCT IS PROVIDED "AS IS" WITHOUT WARRANTY OF
ANY KIND, AND VIPER MAILER PRODUCT HEREBY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES,
EXPRESS OR IMPLIED, WITH REGARD TO THE VIPER MAILER PRODUCT, INCLUDING BUT NOT LIMITED
TO ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE
AND NON-INFRINGEMENT.
IN NO EVENT SHALL VIPER MAILER PRODUCT BE LIABLE FOR ANY INDIRECT, PUNITIVE,
INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, EVEN IF THE VIPER MAILER
PRODUCT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN ADDITION VIPER LOGIC
CORP. AND THE VIPER MAILER PRODUCT SHALL NOT BE LIABLE FOR:
- DAMAGES FOR LOSS OF USE, DATA, ACCOUNTS, REVENUES, OR PROFITS ARISING OUT OF,
OR IN ANY WAY CONNECTED WITH, THE USE OR PERFORMANCE OF VIPER MAILER PRODUCT, OR
- WITH THE DELAY OR INABILITY TO USE VIPER MAILER PRODUCT.
IF CLIENT IS DISSATISFIED WITH ANY PORTION OF VIPER MAILER PRODUCT , OR WITH ANY OF
THE TERMS OF PRODUCT USE AGREEMENT, CLIENT HAS THE SOLE AND EXCLUSIVE REMEDY, WHICH
IS TO DISCONTINUE USING THE VIPER MAILER PRODUCT.
Without limiting the foregoing, Viper Mailer Product is not responsible for any
OF Client'S data, residing on Viper Mailer Product hardware or systems, including such
hardware or systems provided to the Viper Mailer Product by third parties. Client
is responsible for maintaining and backing-up of Client's data and information that
may reside on Viper Mailer Product systems, including such hardware or systems
provided to the Viper Mailer Product by third parties, whether or not such
information is produced through the use of Viper Mailer Product, including all
Customer(s) Content.
The Viper Mailer Product is not liable for Client's actions with the Client's Customer(s)
or vendors, or with the use of their information, or for any other actions arising from
the Client's use, or the use of other parties to whom Client has given access to
the Client's Viper Mailer Product information, through the use of Viper Mailer Product.
The Viper Mailer Product is not involved in any transaction between Client and Client's
buyer or seller or any other third party, with whom Client may have transactions with through
Client's website or between Client and any user of any offer that has been provided by Client or
by a third party through the Viper Mailer Product. Viper Mailer Product is not
responsible for screening, censoring or otherwise controlling Client's Customer(s)
Content, or any listings or transactions offered or conducted via client Customer(s)
Content. Client is deemed to have a direct, commercial relationship with each
third party that accepts the Client's offer(s). The Viper Mailer Product is not acting
as Client or any third party's agent in connection with the operation of
Viper Mailer Product. Further, because the Viper Mailer Product is not involved in
any offer(s) between Client and other users of Viper Mailer Product or other
marketplace, the Viper Mailer Product cannot and will not be involved in resolving
any disputes relating to any offer(s).
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7. LEGAL CLAIMS
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Client agrees to defend, and hold Viper Logic Corp. and the Viper Mailer Product
harmless from and against any and all claims, losses, liability costs, and expenses
(including but not limited to attorneys' fees) arising from Client's violation of The
Terms of Product Use Agreement, or any third-party's rights, (including, without
limitation, infringement of any copyright, violation of any proprietary right and
invasion of any privacy rights). These obligations will survive any termination of
Client's relationship with Viper Mailer Product or Client's use of Viper Mailer
Product.
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8. ACCOUNT ACCESS SECURITY LOGIN ID/PASSWORD
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Client may not use a name in connection with operating Client's Viper Mailer Product
account that is confusing or misleading to participants or otherwise impersonate
or deceive participants with respect to Client's identity.
Client is responsible for safeguarding the confidentiality of Client's account
information (including the Client's login I.D. and password(s) issued to Client)
and for any use or misuse of the Client's account or Viper Mailer Product, resulting
from any third party using a login I.D. and password issued to the Client. Client
agrees to notify Viper Mailer Product immediately of any known or suspected
unauthorized access to or use of the Client's account, Client's login I.D., and
Client's password and of any individual user to whom Client has issued a login ID or
any other breach of security or misuse of the Viper Mailer Product known to or
suspected by the Client. Client may change the Client's login I.D. and password at
any time by following instructions on the Viper Mailer Product website.
Client is solely responsible for maintaining the confidentiality of the Client's
account information and monitoring usage of the Client's account. Viper Mailer
Product is not responsible for fraud of participants or of other users of the
Client's account.
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9. CLIENT CUSTOMER DATA CONFIDENTIALITY
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Viper Mailer Product will not use the Client's customer data or Client's customer contact
list for any purposes other than those intended by the Viper Mailer Product. The
Client's customer information will not be shared with any other parties. Viper Mailer
Product will not use the Client customer information for the purpose of sending
unsolicited email to such customers. For more information about Viper Mailer
Product's privacy and information practices, please see Viper Mailer Product's
Privacy Statement.
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10. GENERAL
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Viper Mailer is an email marketing electronic communication, fully supported,
do-it-yourself service.
The Terms of Product Use Agreement are governed by the laws of the State of
California, USA. Client hereby irrevocably consents to the exclusive jurisdiction
and venue of courts in Riverside County, California, USA. in all disputes arising
out of or relating to the use of the Viper Mailer Product.
Client agrees that no joint venture, partnership, employment, or agency relationship
exists between Client and Viper Mailer Product as a result of this Terms or
Service Agreement or use of Viper Mailer Product.
Unless otherwise specified herein, The Terms of Product Use Agreement, the Anti-Spam
Policy and the Privacy Statement constitute the entire Agreement between the Client,
Viper Logic Corp., and with respect to the Viper Mailer Product.
Viper Logic Corp. and the Viper Mailer Product will never orally commit. Therefore
all communications between the Client and Viper Mailer Product with respect to the
Viper Mailer Product are communicated either electronically or in writing.
Viper Mailer Product reserves the right to disclose any information, content, or
materials as necessary to satisfy any applicable law, regulation, legal process,
or government request or in accordance with Viper Mailer Product's Privacy Statement.
Any rights not expressly granted herein are reserved by Viper Mailer Product, including
all legal and equitable remedies available to Viper Mailer Product upon Client's
violation of any of The Terms of Product Use Agreement.
Date of latest "The Terms of Product Use Agreement" is July 1, 2009.
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