Terms and Conditions
This Inbox Monster Platform Terms of Service Agreement (this“Agreement”) is a binding agreement between You and PROJECT BORDEAUX, INC. dbaInbox Monster, a Delaware Corporation with main offices located at 9935-D ReaRoad #234, Charlotte, North Carolina 28277 (“Inbox Monster”). This Agreement governsyour use of our Services.
BY CLICKING THE “I AGREE” BUTTON, CHECKING THE ACCEPTANCE BOX, OROTHERWISE AFFIRMATIVELY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THISAGREEMENT AND THE TERMS OF OUR PRIVACY POLICY.
This Agreement is effective as of the date of your purchase of a Subscription Plan (the “Effective Date”). You may not access the Services: (a)if you do not agree to the terms of this Agreement or our privacy policy or (b)if you are our direct competitor. Inbox Monster may make changes to thisAgreement from time to time in its sole discretion; provided, however, that forany material changes to this Agreement, Inbox Monster will provide you with atleast thirty (30) days’ prior written notice by email to the address associatedwith your Account before such changes take effect. “Material changes” include,without limitation, changes to pricing, payment terms, limitation of liabilityprovisions, or dispute resolution procedures. If you object to any materialchange, you may terminate this Agreement without penalty by cancelling yoursubscription through the account access menu within such thirty (30)-day noticeperiod, and Inbox Monster will provide a pro-rata refund of any prepaid feesfor the unused portion of your then-current Subscription Period. When non-materialchanges are made, Inbox Monster will make a new copy of this Agreementavailable to you through the Site. Your use of the Services after the effectivedate of any updated Agreement constitutes your acceptance of the updatedAgreement. If you disagree with non-material changes to the Services or updatesto the Agreement, your exclusive remedy is to cancel your Account in accordancewith Section 11.2 of this Agreement.
1. Definitions
1.1. “Account” means theparticular instance of the Site authorized for use by you and your Users (asapplicable) under your specific login.
1.2. “Agentic AI” means functionality thatenables an AI Agent to plan, select, sequence, and execute one or more actionstoward a stated objective without requiring step-by-step human direction.Agentic AI may include capabilities such as tool or API invocation, retrievalof information, generation and evaluation of intermediate outputs, coordinationamong multiple AI Agents, and adaptive decision-making consistent with configuredpolicies, guardrails, or constraints. Agentic AI can make mistakes.
1.3. “AI Agent” or “AI Agent(s)” means a software-basedsystem, component, module, or workflow that is designed to perceive inputs,generate outputs, and perform tasks on a user’s or system’s behalf, withvarying degrees of autonomy. AI Agents may coordinate with other software orservices, invoke tools, models, or APIs, and take actions pursuant to policies,prompts, goals, or instructions. For clarity, AI Agents can include but are notlimited to rule-based agents, workflow or orchestration agents, large languagemodel-driven agents, multi-agent systems, and any sub-agent, tool, connector,or plugin they call to complete a task. AI Agents can make mistakes.
1.4. “AI Client Input” means information, data,materials, text, prompts, images, or other content that is (a) input, entered,posted, uploaded, submitted, transferred, transmitted, or otherwise provided ormade available by or on behalf of you or any User for Processing by or throughan AI Feature, or (b) collected, downloaded, or otherwise received by an AIFeature for or on behalf of you or any User, including in the case of (a) and(b) for purposes of fine-tuning, grounding, or otherwise modifying, refining,adapting, or customizing an AI Feature by, for, or on behalf of you.
1.5. “AI Client Output” means information, data,materials, text, images, code, works, expressions, or other content generatedor otherwise output from an AI Feature in response to AI Client Input or fromuse of an AI Feature by or on behalf of you or your Users.
1.6. “AI Feature” means any feature,functionality, or component of the Platform and the Services that incorporates,uses, depends on, or employs any AI Technology.
1.7. “AI Technology” means any and all machinelearning, deep learning, and other artificial intelligence technologies,including statistical learning algorithms, models (including large languagemodels), neural networks, and other artificial intelligence tools ormethodologies, all software implementations of any of the foregoing, andrelated hardware or equipment capable of generating various types of content (includingtext, images, video, audio, or computer code) based on user-supplied prompts.
1.8. “Documentation” means thespecifications and materials located at the Site about the Services.
1.9. “Governmental Authority” meansany federal, state, local, municipal, or foreign government or politicalsubdivision thereof, or any agency, department, commission, bureau, orinstrumentality of such government or political subdivision, or anyself-regulated organization or other non-governmental regulatory authority orquasi-governmental authority (to the extent the rules, regulations, or ordersof such organization or authority have the force of Law), or any arbitrator,court, or tribunal of competent jurisdiction.
1.10. “Inbox Monster Materials”means (a) any and all Inbox Monster software delivered to, or accessed by,you under this Agreement, (b) the Site, the Services and the Platform,(c) the Documentation, (d) all intellectual property rights in and tothe foregoing, and (e) any other Inbox Monster data or material, includingall intellectual property rights therein, provided by Inbox Monster to you oryour Users under this Agreement.
1.11. “Law” means any statute, law,ordinance, regulation, rule, code, order, constitution, treaty, common law,judgment, decree, agency guidance, or other requirement or rule of law of anyGovernmental Authority.
1.12. “Personal Information” meansinformation provided to Inbox Monster by or at the direction of you,information which is created or obtained by Inbox Monster on behalf of you, orinformation to which access was provided to Inbox Monster by or at thedirection of you, in the course of Inbox Monster’s performance under thisAgreement that: (a) identifies or can be used to identify an individual (including,without limitation, names, signatures, addresses, telephone numbers, emailaddresses, and other unique identifiers); or (b) can be used to authenticate anindividual (including, without limitation, employee identification numbers, government-issuedidentification numbers, passwords or PINs, user identification and accountaccess credentials or passwords, financial account numbers, credit reportinformation, student information, biometric, health, genetic, medical, ormedical insurance data, answers to security questions, an individual’s internetactivity or similar interaction history, inferences drawn from other personalinformation to create consumer profiles, geolocation data, an individual’scommercial, employment, or education history, and other personalcharacteristics and identifiers). Your business contact information is not byitself deemed to be Personal Information.
1.13. “Platform” means theonline environment, including the Site, mobile applications, software, and anyrelated digital infrastructure or systems operated by or on behalf of us,through which the Services are provided. The Platform includesall associated domains, subdomains, APIs, and backend technologies that enableuser interaction with the Services. The Platform includes the AI Features.
1.14. “Process” means to take any action or performany operation or set of operations on any data, information, material, work,expression, or other content, including to (a) collect, receive, input, upload,download, record, reproduce, store, organize, combine, log, catalog,cross-reference, manage, maintain, copy, adapt, alter, translate, or make otherimprovements or derivative works, (b) process, weigh, perform statisticalanalysis, retrieve, output, consult, use, perform, display, disseminate,transmit, submit, post, transfer, disclose, or otherwise provide or makeavailable, or (c) block, erase, or destroy. “Processing” and “Processed” havecorrelative meanings.
1.15. “Services” means allcontent, functionality, or services, including any AI Features, you order fromus and made available by us to you via the Site, and/or other locationsdesignated by us.
1.16. “Site” meanshttps://www.inboxmonster.com, together with any content, functionality, orservices offered on or through https://www.inboxmonster.com, whether offered as of the date of this Agreement or at any time duringthe Term.
1.17. “Standards” means industrystandards and guidelines and standards implemented, promulgated, published,adopted, or recommended by any Governmental Authority, standards organization,or recognized industry group, whether binding or non-binding, relating orapplicable to AI Technology.
1.18. “Subscription Plan” means the specificpackage of Services and pricing you order from us. More information on specificplans may be found at inboxmonster.com/self-service-creative-rendering.
1.19. “Subscription Period” meansthe period commencing on the Effective Date (i.e., the date of your purchase ofa Subscription Plan) and continuing for a period of twelve (12) months, unlessearlier terminated in accordance with Section 11 of this Agreement. Upon eachautomatic renewal pursuant to Section 11.2, a new Subscription Period of twelve(12) months shall commence.
1.20. “Term” means, collectively, the InitialTerm and any renewal terms, as further described in Section 11.
1.21. “Training Data” means any and allinformation, data, materials, text, prompts, images, and other content that isused to train, validate, test, refrain, or improve any AI Technologyincorporated into or used with, or in support of, the Platform or the Services,except for User Data.
1.22. “We,” “Us” or “Our” meansInbox Monster as defined in the Preamble.
1.23. “User” means an authorizeduser of the Services.
1.24. “User Data” means any andall information, data, materials, works, expressions, or other content that is(a) uploaded, input, or entered into the Platform by or on behalf of you or anyUser, including for Processing, (b) provided, transferred, or made available toInbox Monster or its contractors or representatives by or on behalf of you orany User, including for Processing by or through the Platform, or (c)collected, downloaded, or otherwise received by Inbox Monster or the Platformfor or on behalf of you or any User. All output, copies, reproductions,improvements, reports, modifications, adaptations, translations, and otherderivative works of, based on, derived from or otherwise using any User Dataare User Data. For the avoidance of doubt, User Data includes all AI ClientInputs, AI Client Outputs, and Personal Information.
1.25. “You” or “Your” meansyourself individually or the company or other legal entity for which you areaccepting this Agreement.
2. Services
2.1. Subscription Services for You.Upon your acceptance of this Agreement with Inbox Monster and your payment fora Subscription Plan, Services will be made available to you through yourAccount during the Subscription Period, including for submitting AI ClientInput to and receiving AI Client Output from the AI Features and otherwiseProcessing User Data. Inbox Monster may change Subscription Plans or adjustpricing; provided, however, that any such change shall be communicated to youvia email to the address associated with your Account at least thirty (30) daysprior to the start of your next Subscription Period. If you do not accept aprice change, you may cancel your Account without penalty before the nextSubscription Period commences, and Inbox Monster will not charge you therevised pricing.
2.2. Payment. Inbox MonsterSubscription Plans are billed in advance on an annual price basis and are generallynon-refundable; provided, however, that (i) in the event Inbox Monsterterminates this Agreement without cause pursuant to Section 11.3, or (ii) inthe event you terminate this Agreement for Inbox Monster's material breachpursuant to Section 11.3, Inbox Monster shall provide you with a pro-ratarefund of any prepaid fees for the unused portion of the then-currentSubscription Period. There will be no refunds or credits for partial serviceshould you not use the Inbox Monster Subscription Plan during a period of timewhen your account is open and no termination right is exercised. Pre-paidcredits expire within one year of purchase. Should you upgrade yourSubscription Plan, a prorated cost based on the date of upgrade will be dueimmediately, and the new annual cost will be applied to the next SubscriptionPeriod. Inbox Monster utilizes Stripe, LLC for credit card payments and doesnot save any credit card details. Your use of Stripe, LLC’s payment platformmay be governed by Stripe, LLC’s terms of use and privacy policy. For moreinformation on how Stripe, LLC processes credit card payments please visit: https://stripe.com/legal/ssa.
2.3. Automatic Renewal Disclosure. YOUR SUBSCRIPTION PLAN WILLAUTOMATICALLY RENEW FOR SUCCESSIVE TWELVE (12)-MONTH SUBSCRIPTION PERIODS ATTHE THEN-CURRENT SUBSCRIPTION PLAN RATE UNLESS AND UNTIL YOU CANCEL YOURACCOUNT IN ACCORDANCE WITH SECTION 11.2 OR THIS AGREEMENT IS OTHERWISE TERMINATED.YOUR CREDIT CARD OR OTHER PAYMENT METHOD ON FILE WILL BE CHARGED THE APPLICABLERENEWAL FEE ON OR AROUND THE FIRST DAY OF EACH RENEWAL SUBSCRIPTION PERIOD. TOCANCEL AUTOMATIC RENEWAL, YOU CANCEL YOUR SUBSCRIPTION THROUGH THE ACCOUNTACCESS MENU AT LEAST THIRTY (30) DAYS PRIOR TO THE END OF THE THEN-CURRENTSUBSCRIPTION PERIOD.
2.4. Service Commitment. Inbox Monster will usecommercially reasonable efforts to make the Services available 24 hours a day,7 days a week, except for: (a) planned downtime; or (b) any unavailabilitycaused by circumstances beyond our reasonable control, including, without limitation,acts of God, acts of government, floods, fires, earthquakes, civil unrest, actsof terror, strikes or other labor problems, infrastructure or Internetconnectivity provider failures or delays, and denial of service or other maliciousattacks. We will provide the Services in accordance with applicable laws andgovernment regulations.
2.5. Updates. InboxMonster will update and upgrade the Services from time to time. These changesare designed to improve, enhance and further develop the Services and may takethe form of bug fixes, enhanced functionality or updates. You agree to receivesuch updates from us as part of your use of the Services.
2.6. YourResponsibilities. You are responsible for all activities thatoccur in your Account, including, without limitation, all your Users’compliance with this Agreement. You are responsible for the accuracy, qualityand legality of User Data, and for ensuring that the Services are used only inaccordance with this Agreement, Documentation, and applicable laws andgovernment regulations. You agree to provide true, accurate, current andcomplete information about Users as requested by Inbox Monster. You also agreeto update User information promptly, and as necessary, to keep it current andaccurate. You agree to use commercially reasonable efforts to preventunauthorized access to or use of the Services and to notify Inbox Monsterpromptly of any such unauthorized access or use.
3. Restrictions;Suspension
3.1. Usage Limitations.You may not use the Services or accept this Agreement if you are not of a legalage to form a binding contract with us based on applicable law. The Servicesmay be subject to other limitations, as specified in this Agreement and/orDocumentation. As a condition of use, you promise not to use the Service forany purpose that is prohibited by this Agreement. Your service usage isoutlined in this Agreement with Inbox Monster.
3.2. Prohibited Activities. Youshall not (and shall not permit any User or third-party to):
3.2.1 (a) make the Platform or the Servicesavailable to anyone other than Users; (b) distribute, sell, resell, lend, loan,lease, license, sublicense, assign, transfer, or otherwise make available thePlatform or Services to any third party, including by providing outsourcing,service bureau, hosting, application service provider or on-line services toany third party; (c) use the Platform or the Services to store or transmitinfringing, libelous, or otherwise unlawful or tortious material, or to storeor transmit material in violation of third-party privacy rights; (d) use thePlatform or the Services for any malicious purpose; (e) interfere with ordisrupt the integrity or performance of the Platform or the Services orthird-party data contained therein; or (f) attempt to gain unauthorized accessto the Platform or the Services or their related systems or networks.
3.2.2 (a) take any action or (b) upload, download,post, submit or otherwise distribute or facilitate distribution of any contenton or through the Service, including, without limitation, any User Data that:
3.2.2.1 infringes any patent, trademark, tradesecret, copyright, right of publicity or other right of any other person orentity or violates any law or contractual duty;
3.2.2.2 you know is false, misleading, untruthful orinaccurate;
3.2.2.3 is unlawful, threatening, abusive, harassing,defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy,tortious, obscene, vulgar, pornographic, offensive, profane, contains ordepicts nudity, contains or depicts sexual activity, promotes bigotry,discrimination or violence, or is otherwise inappropriate as determined by usin our sole discretion;
3.2.2.4 imposes or may impose (as Inbox Monsterdetermines in its sole discretion) an unreasonable or disproportionately largeload on Services (or third-party providers’) infrastructure;
3.2.2.5 interferes with or may interfere with theproper working of the Service or any activities conducted on the Service;
3.2.2.6 bypasses any measures we may use to preventor restrict access to the Service (or other accounts, computer systems ornetworks connected to the Service);
3.2.2.7 contains software viruses or any othercomputer codes, files, worms, logic bombs or programs that are designed orintended to disrupt, disable, damage, limit or interfere with the properfunction of any software, hardware, or telecommunications equipment or todamage or obtain unauthorized access to any system, data, password or otherinformation belonging to us or any third-party;
3.2.2.8 employs manual or automated software,devices, or other processes to “crawl” or “spider” any page of the Site;
3.2.2.9 harvests or scrapes any data or content fromthe Service;
3.2.2.10 impersonates any person or entity, includingour employees or representatives;
3.2.2.11 includes anyone’s identification documents orsensitive financial information;
3.2.2.12 breaches our privacy policy and/or any of theother policies and rules incorporated herein;
3.2.2.13 is intended to create a false identity orimpersonate another for the purpose of misleading others as to the identity ofthe sender or the origin of a message, including, but not limited to, providingmisleading information to any feedback system employed through the Platform orthe Services;
3.2.2.14 encourages conduct that could constitute acriminal offense, give rise to civil liability or otherwise violate anyapplicable local, state, national, or international law or regulation; or
3.2.2.15 otherwise violates our guidelines or policiesas may be made available to you from time to time.
3.2.3 (a) attempt to gain access to a copy ofany software that operates the Platform; (b) use automated scripts tocollect information from or otherwise interact with the Platform or Services;(c) modify, adapt, appropriate, reproduce, distribute, translate, createderivative works or adaptations of, publicly display, republish, repurpose,sell, trade, or in any way exploit the Platform or the Service, except asexpressly authorized by us; or (d) decipher, decompile, disassemble,reverse engineer or otherwise attempt to derive any source code or underlyingideas or algorithms of any part of the Platform or the Service (including,without limitation, any application or widget), except to the limited extentapplicable laws specifically prohibit such restriction.
3.3. ImageRestrictions. We have a zero-tolerance policy against child pornographyand will terminate and report to the appropriate authorities any User whopublishes or distributes child pornography using the Platform or the Services.
3.4. Suspension of Services.
3.4.1 Right to Suspend Services. Inbox Monsterreserves the right to suspend the provision of Services, in whole or in part,immediately and without prior notice, under the following circumstances:
3.4.1.1 Customer Breach. If you or any of yourUsers breaches any material term of this Agreement, including but not limitedto payment obligations or compliance with acceptable use policies.
3.4.1.2 Technical or Security Issues. To addressurgent technical issues, mitigate risks to the Services, the Platform or otherinfrastructure, or prevent unauthorized access or data breaches.
3.4.1.3 Prohibited Activities. If you or yourUsers’ use of the Services violates applicable laws or regulations or engagesin activities that pose harm to Inbox Monster’s Platform, systems, reputation,or other customers.
3.4.1.4 Prevention of Harm. To protect theintegrity, security, or operability of the Services, the Platform or anyassociated systems, or to prevent imminent harm to the assets of Inbox Monsteror any third parties.
3.4.1.5 Regulatory or Legal Requirements. Tocomply with applicable law, regulations, or requests from law enforcement orother governmental entities.
3.4.2 Notice of Suspension. Inbox Monster willendeavor to provide prior notice of any suspension where practicable. For anysuspension other than one arising from an emergency security event, InboxMonster will provide at least twenty-four (24) hours’ prior written notice byemail to the address associated with your Account. If prior notice is notfeasible, Inbox Monster will notify you as soon as reasonably possible afterthe suspension.
3.4.3 Restoration of Services. Inbox Monsterwill use commercially reasonable efforts to restore the Services promptly oncethe basis for the suspension has been resolved to Inbox Monster’s satisfaction.Restoration of Services may be conditioned upon you taking specific remedialactions, including but not limited to the payment of any applicable fees orfines.
3.4.4 Limitation of Liability. Inbox Monstershall not be liable for any damages, losses, or liabilities arising from asuspension of Services in accordance with this provision.
4. Third-PartyServices and User Data You Send to Public Forums
4.1. Integrationwith Third-Party Services. The Services may contain featuresdesigned to interoperate with third-party applications. To use such features,you must have an account with such applications. If the provider of any suchthird-party application ceases to allow us to integrate on reasonable terms, wemay cease providing such Service features without entitling you to any refund,credit, or other compensation.
4.2. Links toThird-Party Sites; Third-Party Contact Information. If you usethese links or contact information, you will be outside of the Service. InboxMonster is not responsible for the availability, content or services providedby these third parties. In addition, these links and this contact informationare not an endorsement or approval of these third parties. The services ofthese third parties will be provided under terms determined solely between youand them.
5. Ownership of Site and Services; Disclaimers
5.1. Rightsin Services. Inbox Monster reserves all rights, title andinterest in and to the Site, the Services, and the Platform including allrelated intellectual property rights, including all improvements, enhancementsor modifications relating to the foregoing. No rights are granted to youhereunder other than as expressly set forth herein. To the extent that you cometo hold any rights, title or interest (including any intellectual propertyrights) in or to Inbox Monster Materials, you hereby assign all such rights,title or interest (including all intellectual property rights) to InboxMonster.
5.2. Suggestions.Inbox Monster shall have a royalty-free, worldwide, irrevocable, perpetuallicense to use and incorporate into the Site, the Services and the Platform anysuggestions, enhancement requests, recommendations or other feedback providedby you, including Users.
5.3. IntellectualProperty Notices. You shall not remove, obscure or modify in anyway any copyright, trademark, patent or other proprietary notices ordisclaimers that appear on or within Inbox Monster Materials.
5.4. Reservationof Rights. Each of the parties reserves all rights not expresslygranted under this Agreement.
5.5. Disclaimers.
5.5.1 The Services may include monitoringblocklists and the use of spam traps, including recycled, typo, and pristinetraps, (collectively, “Traps”) to diagnose issues related to email marketingpractices, identify deliverability challenges, and provide actionable insightsto improve the performance of customers’ campaigns. Inbox Monsters uses Trapssolely as diagnostic tools. Use of these insights for any unethical or unlawfulpurpose is strictly prohibited.
5.5.2 Inbox Monster reserves the right to monitorcustomer use of the Service to ensure compliance with this Agreement. Anymisuse of insights from the Services, including attempts to circumvent Traps orengage in prohibited activities, will constitute a material breach of thisAgreement and may result in immediate suspension or termination of access tothe Services.
6. Confidentiality
6.1. Definition.The term “Confidential Information” means the provisions of this Agreement, andany and all information, written or oral, provided or made available by or onbehalf of one party or its affiliates, contractors, or vendors to the otherparty or its affiliates, contractors, or vendors in connection with thisAgreement or the parties’ relationship hereunder, whether or not designated asconfidential. Information of a third-party to whom a party owes a duty ofconfidentiality will be treated as Confidential Information of that party if itmeets the description above. However, Confidential Information does not includeinformation that: was or is publicly available other than as a result of breachof this Agreement by Recipient (as defined below); was or is lawfully receivedby the Recipient free of any obligation of confidentiality; or is independentlydeveloped by or on behalf of the Recipient without use of the Discloser’sConfidential Information.
6.2. Obligations.Each party (“Recipient”) will not access or use Confidential Information of theother party (“Discloser”) for any purposes other than performance of itsobligations or receipt of benefits hereunder and shall maintain suchinformation in the strictest confidence, except for disclosures expresslyauthorized hereunder. Recipient may disclose the Discloser’s ConfidentialInformation to Recipient’s employees, attorneys, advisors, and contractors whohave a legitimate “need to know,” provided that Recipient ensures that all suchentities and persons are obligated to and do comply with confidentialityobligations consistent with (and no less restrictive than) this Section(Confidentiality), but in no event may you disclose any of our Confidential Informationto any of our competitors (or any of their affiliates) or any employees orcontractors of any such competitors. Recipient may additionally disclose theDiscloser’s Confidential Information to the extent such disclosure is necessaryin connection with the enforcement of this Agreement.
6.3. CompelledDisclosure. The Recipient may disclose Confidential Informationof the Discloser if it is compelled by law to do so, provided the Recipientgives the Discloser prior notice of such compelled disclosure (to the extentlegally permitted) and reasonable assistance, at the Discloser’s cost, if theDiscloser wishes to contest the disclosure. If the Recipient is compelled bylaw to disclose the Discloser’s Confidential Information as part of a civilproceeding to which the Discloser is a party, and the Discloser is notcontesting the disclosure, the Discloser will reimburse the Recipient for itsreasonable costs of compiling and providing secure access to such ConfidentialInformation.
6.4. Privacyand User Information. For information about Inbox Monster’s dataprotection practices, please read our privacy policy available at inboxmonster.com/privacy-policy/.This policy explains how Inbox Monster treats User Data and protects yourprivacy when you use the Services. You agree to the use of User Data inaccordance with our privacy policy.
6.5. UserData.
6.5.1 Ownership of User Data. As describedmore fully in our privacy policy, you grant Inbox Monster broad rights to usede-identified data, including de-identified User Data collected by us throughyour use of the Services, which rights continue even after this Agreement ends.Except for our limited rights to use the User Data set forth throughout thisSection and in our privacy policy, we acquire no right, title or interest fromyou or your Users under this Agreement in or to User Data, including anyintellectual property rights therein, subject only to the limited licensegranted in Section 6.5.2.
6.5.2 Limited License and Restrictions on Use ofUser Data.
6.5.2.1 Subject to the terms and conditions of thisAgreement, you grant Inbox Monster a limited, royalty-free, non-exclusive, non-transferrablelicense to Process the User Data in the United States as necessary to providethe Platform and the Services for your benefit as provided in this Agreementfor so long as you or a User submits such User Data for Processing by or onbehalf of Inbox Monster. For customers located in the European Union, UnitedKingdom, Switzerland, or any other jurisdiction with data transferrestrictions, Inbox Monster shall implement appropriate safeguards for anytransfer of Personal Information to the United States (including, whereapplicable, Standard Contractual Clauses as approved by the relevantsupervisory authority). By using the Services, you represent and warrant thatyou have all necessary rights and consents to transfer Personal Information tothe United States in accordance with applicable data protection laws.
6.5.2.2 Inbox Monster will not combine or commingleany identifiable User Data with data or information of Inbox Monster or anythird party, including Training Data, and will logically segregate and isolateUser Data from all such Inbox Monster and third-party data.
6.5.2.3 For avoidance of doubt, Inbox Monster shallnot use, or permit any individual, corporation, partnership, joint venture,limited liability company, Governmental Authority, unincorporated organization,trust, association, or other entity to use User Data, Personal Information, orany other of your Confidential Information to train, retrain, tune, validate,modify, update, or otherwise improve the AI Features, AI reporting, AIanalysis, any AI Technology, the Platform, the Services, or any other productor service, or as prompts for any AI Technology, except that (a) Inbox Monstermay use AI Client Input and AI Client Output to train, retrain, tune, validate,modify, update, or otherwise improve the AI Features solely for the use andbenefit of you and your Users as described in the Subscription Plan and thisAgreement, and (b) Inbox Monster may use AI Client Input and AI Client Outputthat does not, to our knowledge, include any Personal Information, as-is withno warranties whatsoever by you or Users, only in an aggregate and anonymizedmanner to train, retrain, tune, validate, modify, update, or otherwise improvethe AI Features. The foregoingrestrictions in this Section 6.5.2.3 apply to Inbox Monster's own AI Featuresand to any third-party AI Technology used by Inbox Monster in connection withthe Services. You remain responsible for any data you independently choose tosubmit to third-party AI platforms or tools that are not part of the Services.
6.6. CaliforniaPrivacy Rights. To the extent InboxMonster processes Personal Information of California residents on your behalfin connection with the Services, Inbox Monster shall act as a “service provider”or “contractor” as those terms are defined under the California ConsumerPrivacy Act, as amended by the California Privacy Rights Act (Cal. Civ. Code §1798.100 et seq.) (collectively, “CPRA”). Inbox Monster shall not (a) sell orshare Personal Information of California residents; (b) retain, use, or disclosesuch Personal Information for any purpose other than the business purposesspecified in this Agreement; or (c) combine such Personal Information withpersonal information received from or on behalf of another person or entity, orcollected from Inbox Monster's own interactions with individuals, except aspermitted under the CPRA. Inbox Monster shall cooperate with you in respondingto verifiable consumer requests made by California residents pursuant to theCPRA.
6.7. DataBreach Notification. In the event Inbox Monsterdiscovers or is notified of an actual or reasonably suspected unauthorizedaccess to, disclosure of, or acquisition of your User Data or PersonalInformation that constitutes a “breach of security” or “security breach” underany applicable state data breach notification law or under the GDPR (a “SecurityBreach”), Inbox Monster shall: (a) notify you of the Security Breach withoutundue delay, and in any event within seventy-two (72) hours of Inbox Monster'sconfirmation of the Security Breach; (b) provide you with sufficientinformation regarding the nature of the Security Breach to enable you to complywith your own notification obligations under applicable law; and (c) cooperatewith you and take such commercially reasonable actions as you may request toinvestigate, mitigate, and remediate the Security Breach. The parties agree tocooperate in good faith to coordinate any legally required notifications toaffected individuals and regulatory authorities.
7. Information Security
InboxMonster maintains an information security management program designed toprotect customer data. Information describing our security, privacy, andcompliance practices is available in our Trust Center, located at https://trust.inboxmonster.com/,and is incorporated by reference into this Agreement. Our Trust Center mayinclude summaries of controls, compliance certifications, and supportingdocumentation. Any reference to ISO/IEC 27001 reflects assessments performed byindependent auditors within a defined scope and at a specific point in time.Security responsibilities are shared between us and you, as further describedin the Trust Center and applicable documentation.
8. Warranties
8.1. InboxMonster Representations and Warranties. Inbox Monster representsand warrants that: (a) we have validly entered into this Agreement and have thelegal power to do so; (b) the Services shall perform materially in accordancewith the Documentation; and (c) we will not transmit any malicious software toyou, provided it is not a breach of this subpart (c) if you or a User uploads afile containing malicious software into the Services and later downloads thatfile again. For any breach of a warranty above, your remedies shall include, atthe election of Inbox Monster: (i) repair or replacement of the non-conformingServices by us so that the Services materially comply with the Documentation;or (ii) if repair or replacement is not commercially feasible within areasonable time, termination of this Agreement for cause and a pro-rata refundof any prepaid fees for the unused portion of your then-current SubscriptionPeriod; or (iii) recovery of direct damages up to the cap set forth in Section10.1. The foregoing remedies shall not be deemed exclusive to the extent theywould be rendered unconscionable or unenforceable under applicable law.
8.2. YourRepresentations, Warranties and Covenants.
8.2.1 You represent and warrant that you havevalidly entered into this Agreement and have the legal power to do so, and thatyou will abide by the restrictions on use of the Services contained herein. Ifyou are acting on behalf of a company or other legal entity, you represent andwarrant that you have the authority to bind that entity to this Agreement.
8.2.2 You represent and warrant that: (a) anyUser Data is truthful, accurate, not misleading, offered in good faith,(b) that you and your Users have all rights, licenses, permissions andauthorizations necessary to upload and transmit such User Data to us and (c)all User Data has been obtained through lawful, permission-based means. Youfurther represent and warrant that, by accessing or using the Services or thePlatform, your activities comply with all applicable federal, state, and locallaws and regulations, including those governing telecommunications, such as theControlling the Assault of Non-Solicited Pornography and Marketing (CAN-SPAM)Act, the Telephone Consumer Protection Act (TCPA), and any analogous laws inyour jurisdiction. You covenant and agree to not engage in illegal emailmarketing practices, including sending unsolicited emails or harvesting emailaddresses through your use of the Services or the Platform.
8.3. Disclaimer.NOTWITHSTANDING ANYTHING TO THE CONTRARY, TO THE MAXIMUM EXTENT PERMITTED BYAPPLICABLE LAW ALL SERVICES, INFORMATION AND MATERIALS ARE PROVIDED “AS IS”,AND INBOX MONSTER EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS ORIMPLIED, INCLUDING, WITHOUT LIMITATION: (A) ANY AND ALL IMPLIED WARRANTIES OFMERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE(WHETHER OR NOT WE KNOW, HAVE REASON TO KNOW, OR HAVE BEEN ADVISED OF ANY SUCHPURPOSE); (B) ANY WARRANTY REGARDING RESULTS OBTAINABLE OR TO BE OBTAINED BYUSERS AS A RESULT OF PROVISION OR USE OF THE SERVICES AND MATERIALS PROVIDEDHEREUNDER; AND (C) ANY WARRANTY OF UNINTERRUPTED, TIMELY, OR ERROR-FREEOPERATION OF ANY SERVICES. NO ADVICE OR INFORMATION, WHETHER WRITTEN, ORAL ORMULTIMEDIA, OBTAINED BY YOU FROM THE SERVICES SHALL CREATE ANY ADDITIONALWARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
8.4. Risk ofinaccuracy of information. You acknowledge that many featuresprovided by the Site are intended to aggregate and manage third-party data andinformation from numerous sources. Inbox Monster is not responsible for theaccuracy, integrity, quality, legality, usefulness, or safety of suchinformation. You waive any claims you may otherwise have, and you agree that wewill not be liable for any damages or inconveniences you may suffer as a resultof inaccurate or incomplete data or information provided to you or your Usersby the Service. Some jurisdictions do not allow the exclusion or limitation ofcertain categories of damages or implied warranties; therefore, the abovelimitations may not apply to you. In such jurisdictions, our liability islimited to the greatest extent permitted by law.
9. Indemnification
9.1. Indemnificationby Inbox Monster. We shall defend you against any claim, demand,suit, or proceeding made or brought against you by a third party alleging thatthe use of the Services as permitted hereunder infringes or misappropriates theintellectual property rights of a third party, and we shall indemnify you forany damages, attorney fees and costs finally awarded against you as a resultof, and for amounts paid by you under a court-approved settlement of a claimprovided that you: (a) promptly give us written notice of the claim; (b) giveus sole control of the defense and settlement of the claim (provided that wemay not settle any claim unless the settlement unconditionally releases you ofall liability); and (c) provide to us all reasonable assistance, at ourexpense. In the event of a claim, or if we reasonably believe the Services mayinfringe or misappropriate, we may in our discretion and at no cost to you (i)modify the Services so that they no longer infringe or misappropriate, (ii)obtain a license for your continued use of the Services in accordance with thisAgreement, or (iii) terminate your Account and User subscriptions for suchServices upon 30 days written notice and refund any prepaid fees covering theremainder of the term of such User subscriptions after the effective date oftermination. Inbox Monster shall have no liability under this Section 9 to youor any User, for any claim of infringement that is based upon any combinationof the Services or the Platform with any other services or software notsupplied by or authorized by Inbox Monster if such claim would have beenavoided but for such combination; or any modifications to the Services orPlatform other than those provided by Inbox Monster.
9.2. Regulatory Actions. Each party shallpromptly notify the other in the event it receives notice of any regulatoryinvestigation, inquiry, or enforcement action by a Governmental Authorityarising from or related to the other party's use of or operation of theServices (a “Regulatory Action”). The party whose conduct gives rise to theRegulatory Action shall bear the primary responsibility for responding to,cooperating with, and resolving such Regulatory Action, including anyassociated costs and remediation obligations. Both parties agree to cooperatein good faith and provide reasonable assistance to each other in connectionwith any Regulatory Action.
9.3. Indemnificationby You. You agree to indemnify, defend and hold harmless us, ouraffiliates and our and their officers, directors, partners, agents, andemployees from and against any loss, liability, claim, or demand, includingreasonable attorneys’ fees (collectively, “Claims”), made by any third partydue to or arising out of your use of the Site and Services in violation of thisAgreement, any breach of the representations and warranties you make in thisAgreement, your User Data, or for any breach of security or compromise of yourAccount. You agree to be solely responsible for defending any Claims against orsuffered by us, subject to our right to participate with counsel of our ownchoosing.
9.4. ExclusiveRemedy. This Section 9 (Indemnification) states the indemnifyingparty’s sole liability to, and the indemnified party’s exclusive remedyagainst, the other party for any type of claim described in this Section, exceptas otherwise expressly provided herein.
10. Limitation of Liability
10.1. Limitations.TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL INBOXMONSTER OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS ORSERVICE PROVIDERS, BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT,INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDINGWITHOUT LIMITATION LOST REVENUE, LOST OR DAMAGED DATA, OR OTHER COMMERCIAL ORECONOMIC LOSS, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANYOTHER THEORY OF LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITYTO USE THE INBOX MONSTER MATERIALS. THE FOREGOING LIMITATION SHALL APPLY EVENIF INBOX MONSTER OR ITS REPRESENTATIVES HAVE BEEN ADVISED OR SHOULD HAVE KNOWNOF THE POSSIBILITY OF SUCH DAMAGE. INBOX MONSTER’S TOTAL LIABILITY IN ANY EVENTIS LIMITED TO THE TOTAL FEES ACTUALLY PAID BY YOU TO INBOX MONSTER DURING THETWELVE (12)-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THECLAIM, AND YOU HEREBY RELEASE INBOX MONSTER AND ITS REPRESENTATIVES FROM ANYAND ALL OBLIGATIONS, LIABILITIES, AND CLAIMS IN EXCESS OF THIS LIMITATION.THESE LIMITATIONS SHALL APPLY TO ALL CLAIMS IN THE AGGREGATE (NOT PER INCIDENT)AND TOGETHER WITH THE DISCLAIMER OF WARRANTIES ABOVE SHALL SURVIVE FAILURE OFANY EXCLUSIVE REMEDIES PROVIDED IN THIS AGREEMENT. THE FOREGOING LIMITATIONSSHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. HOWEVER, IN SUCHEVENT, YOU AGREE THAT SUCH LIMITATIONS OF LIABILITY ARE REASONABLE AND AREFUNDAMENTAL ELEMENTS FOR THE SCOPE OF SERVICES AND THE FEES CHARGED TO YOU. YOUUNDERSTAND AND ACKNOWLEDGE INBOX MONSTER WOULD NOT BE ABLE TO OFFER THESERVICES TO YOU WITHOUT THESE LIMITATIONS.
11. Term and Termination
11.1. InitialTerm. This Agreement commences on the Effective Date andcontinues for one year (the “Initial Term”).
11.2. Term ofSubscriptions. Your Subscription Period commences on the EffectiveDate specified in this Service Agreement and continues for the Initial Termspecified above. Upgrades may be made during an active Subscription Period andthe associated increase in subscription cost will be invoiced appropriately. YourSubscription Plan shall automatically renew for additional annual terms inaccordance with this Agreementuntil cancelled or terminated. Subscription renewals may be canceled by navigatingto the account access menu and canceling your subscription at least thirty (30)days prior to the end of the then-current Subscription Period. If you cancel arenewal within the thirty (30)-day notice period, your Account will remainactive through the end of the then-current Subscription Period, and no additionalcharges will be assessed for the following Subscription Period.
11.3. Termination.You may terminate this Agreement for cause: (a) upon 30 days written notice to InboxMonster of a material breach if such breach remains uncured at the expirationof such period; or (b) if Inbox Monster becomes the subject of a petition inbankruptcy or any other proceeding relating to insolvency, receivership,liquidation or assignment for the benefit of creditors. Inbox Monster reservesthe right to terminate, block or restrict your access to or use of the Site orServices for any breach or violation of this Agreement.
11.4. Paymentupon Termination. In no event shall any termination relieve youof the obligation to pay any fees payable to Inbox Monster for the period priorto the effective date of termination.
11.5. Following Termination. Upontermination of this Agreement, you are responsible for disconnecting andterminating all platform connections to Inbox Monster and permanently deletingand removing from its systems all: (i) all email seeds, (ii) InboxMonster Materials and (iii) other associated User-side functionality providedby Inbox Monster and used by you in relation the Services or the Platform. Withinthirty (30) days following the effective date of termination, Inbox Monster may,at its own election, either (a) return to you all User Data in a commerciallyreasonable, structured, and machine-readable format, or (b) permanently deleteand destroy all User Data in Inbox Monster’s possession or control. InboxMonster may retain User Data to the extent required by applicable law, providedthat any retained User Data continues to be protected in accordance with theconfidentiality obligations set forth in Section 6 of this Agreement. In the event you do not complywith these termination requirements, Inbox Monster reserves the right to chargeyou after the termination date, and you will pay Inbox Monster, for platformusage at the rates described in the Subscription Plan, until such time as yourplatform usage ceases.
12. Miscellaneous
12.1. Notices.You agree that we may provide you with notice, including changes to thisAgreement, by email, regular mail or postings in your Account.
12.2. Dispute Resolution; Arbitration.PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDINGYOUR RIGHT TO FILE A LAWSUIT IN COURT. If you have a Dispute, you and InboxMonster each agree to make a good faith effort to resolve all Disputes througha pre-arbitration process (the “Process”). The Party initiating the Disputemust first give notice to the other party in writing of the Dispute. Atminimum, the notice must be clearly marked as “Notice of Pre-ArbitrationDispute” and include: (a) the initiating party’s contact information (withtheir counsel’s contact information, if represented); (b) sufficientinformation to enable the other party to identify any transaction(s) andaccount(s) at issue; and (c) a detailed description of (i) the Dispute, (ii)the nature and basis of the claims, and (iii) the nature and basis of therelief sought, with a detailed calculation for such relief. The notice must bepersonally signed by the party initiating the Dispute (and their counsel, ifrepresented). Upon receipt of notice, the Parties agree to negotiate in goodfaith in an effort to informally resolve the Dispute. Where, and to the extentpermitted under applicable Law, any dispute, claim, or controversy arising outof or relating to this Agreement or your use of the Services cannot be resolvedby the Parties informally within thirty (30) days of written notice, theDispute shall be resolved by binding arbitration administered by JAMS pursuantto its Streamlined Arbitration Rules and Procedures then in effect, before asingle arbitrator. The arbitration shall be conducted in Mecklenburg County,North Carolina, or, if you prefer, by telephone or video conference. Judgmenton any arbitration award may be entered in any court of competent jurisdiction.YOU AND INBOX MONSTER EACH WAIVE THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TOPARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR OTHER REPRESENTATIVEPROCEEDING. Nothing in this Section 12.2 shall prevent either party fromseeking temporary or preliminary injunctive or other equitable relief from acourt of competent jurisdiction to prevent irreparable harm pending resolutionof the dispute by arbitration.
12.3. GoverningLaw/Forum. This Agreement shall be governed by and construed inaccordance with the laws of the State of North Carolina, disregarding anyconflict-of-laws rules which may direct the application of the laws of anotherjurisdiction. To the fullest extent permitted by law, the state and federalcourts in North Carolina will have exclusive jurisdiction over any disputes andclaims arising under this Agreement. You and Inbox Monster consent to thejurisdiction of those courts and waive any objections as to personaljurisdiction or as to the laying of venue in such courts due to inconvenientforum or any other basis or any right to seek to transfer or change venue ofany such action to another court.
12.4. ExportCompliance. The Services, the Platform, other technology we makeavailable, and derivatives thereof may be subject to export laws andregulations of the United States and other jurisdictions. Each party representsthat it (and, respect to you, your Users), is/are not named on any U.S.government denied-party list. You shall not permit Users to access or useServices in a U.S.-embargoed country or in violation of any U.S. export law orregulation.
12.5. Relationshipof the Parties. The parties are independent contractors. ThisAgreement does not create a partnership, franchise, joint venture, agency,fiduciary or employment relationship between the parties.
12.6. NoThird-Party Beneficiaries. There are no third-party beneficiariesto this Agreement.
12.7. Waiver.No failure or delay by either party in exercising any right under thisAgreement shall constitute a waiver of that right.
12.8. Severability.If any provision of this Agreement is held by a court of competent jurisdictionto be contrary to law, the provision shall be modified by the court andinterpreted so as best to accomplish the objectives of the original provisionto the fullest extent permitted by law, and the remaining provisions of thisAgreement shall remain in effect.
12.9. AttorneyFees. You shall pay on demand all of our reasonable attorney feesand other costs incurred by us to collect any fees or charges due us under thisAgreement.
12.10. Assignment.You may not assign any of your rights or obligations hereunder, whether byoperation of law or otherwise, without the prior written consent of InboxMonster (not to be unreasonably withheld). Notwithstanding the foregoing, youmay assign this Agreement in its entirety, without consent of Inbox Monster, inconnection with a merger, acquisition, corporate reorganization, or sale of allor substantially all of your assets not involving a direct competitor of InboxMonster. Inbox Monster may, in its sole discretion, assign this Agreement.Subject to the foregoing, this Agreement shall bind and inure to the benefit ofthe parties, their respective successors and permitted assigns.
12.11. Interpretation.No provision shall be construed against a party by reason of the fact that suchparty or its legal counsel drafted that provision, notwithstanding any rule oflaw or any legal decision to the contrary. For purposes of interpreting thisAgreement: (a) the terms “herein,” “hereof,” “hereto,” “herewith”, “hereunder,”“hereinafter,” and similar terms shall refer to this Agreement as a whole; (b)the terms “includes” and “including” shall mean “include[ing], withoutlimitation”; (c) references to Sections in any particular Attachment shallrefer to Sections in that same Attachment, unless otherwise specified therein;and (d) headings contained herein are for convenience of reference only andshall not affect the interpretation of this Agreement. For purposes of thisAgreement, whenever the context requires, the singular number will include theplural, and vice versa.
12.12. EntireAgreement. This Agreement constitutes the entire agreementbetween the parties and supersedes all prior and contemporaneous agreements,proposals or representations, written or oral, concerning its subject matter.No modification, amendment, or waiver of any provision of this Agreement shallbe effective unless in writing and either signed or accepted electronically bythe party against whom the modification, amendment or waiver is to be asserted.
12.13. Survival.The following provisions shall survive the termination or expiration ofthis Agreement: Sections 1, 2.2, 2.6, 5, 6, 6.6, 6.7, 7, 8.3, 9, 10, 11.4, 11.5and 12. In addition, any other provisions of this Agreement which, by theirnature or express terms, are intended to survive termination or expiration ofthis Agreement, shall remain in full force and effect.
13. Contact
13.1. ContactDetails. Any question, concern, or complaint with this Agreementshould be addressed to:
Chief Privacy Officer
Email: privacy@inboxmonster.com
Address: 9935-D Rea Road, #234,Charlotte, NC 28277