Terms and Conditions
This Inbox Monster Platform Terms of Service Agreement (this “Agreement”) is a binding agreement between You and PROJECT BORDEAUX, INC. dba Inbox Monster, a Delaware Corporation with main offices located at 9935-D Rea Road #234, Charlotte, North Carolina 28277 (“Inbox Monster”). This Agreement governs your use of our Services.
BY CLICKING THE “I AGREE” BUTTON, CHECKING THE ACCEPTANCE BOX, OR OTHERWISE AFFIRMATIVELY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT 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 this Agreement from time to time in its sole discretion; provided, however, that for any material changes to this Agreement, Inbox Monster will provide you with at least thirty (30) days’ prior written notice by email to the address associated with your Account before such changes take effect. “Material changes” include, without limitation, changes to pricing, payment terms, limitation of liability provisions, or dispute resolution procedures. If you object to any material change, you may terminate this Agreement without penalty by cancelling your subscription through the account access menu within such thirty (30)-day notice period, and Inbox Monster will provide a pro-rata refund of any prepaid fees for the unused portion of your then-current Subscription Period. When non-material changes are made, Inbox Monster will make a new copy of this Agreement available to you through the Site. Your use of the Services after the effective date of any updated Agreement constitutes your acceptance of the updated Agreement. If you disagree with non-material changes to the Services or updates to the Agreement, your exclusive remedy is to cancel your Account in accordance with Section 11.2 of this Agreement.
1. Definitions
1.1. “Account” means the particular instance of the Site authorized for use by you and your Users (as applicable) under your specific login.
1.2. “Agentic AI” means functionality that enables an AI Agent to plan, select, sequence, and execute one or more actions toward a stated objective without requiring step-by-step human direction. Agentic AI may include capabilities such as tool or API invocation, retrieval of information, generation and evaluation of intermediate outputs, coordination among multiple AI Agents, and adaptive decision-making consistent with configured policies, guardrails, or constraints. Agentic AI can make mistakes.
1.3. “AI Agent” or “AI Agent(s)” means a software-based system, component, module, or workflow that is designed to perceive inputs, generate outputs, and perform tasks on a user’s or system’s behalf, with varying degrees of autonomy. AI Agents may coordinate with other software or services, invoke tools, models, or APIs, and take actions pursuant to policies, prompts, goals, or instructions. For clarity, AI Agents can include but are not limited to rule-based agents, workflow or orchestration agents, large language model-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 or made available by or on behalf of you or any User for Processing by or through an AI Feature, or (b) collected, downloaded, or otherwise received by an AI Feature 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 generated or otherwise output from an AI Feature in response to AI Client Input or from use 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 machine learning, deep learning, and other artificial intelligence technologies, including statistical learning algorithms, models (including large language models), neural networks, and other artificial intelligence tools or methodologies, all software implementations of any of the foregoing, and related hardware or equipment capable of generating various types of content (including text, images, video, audio, or computer code) based on user-supplied prompts.
1.8. “Documentation” means the specifications and materials located at the Site about the Services.
1.9. “Governmental Authority” means any federal, state, local, municipal, or foreign government or political subdivision thereof, or any agency, department, commission, bureau, or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent the rules, regulations, or orders of 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 to the foregoing, and (e) any other Inbox Monster data or material, including all intellectual property rights therein, provided by Inbox Monster to you or your 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 any Governmental Authority.
1.12. “Personal Information” means information provided to Inbox Monster by or at the direction of you, information which is created or obtained by Inbox Monster on behalf of you, or information to which access was provided to Inbox Monster by or at the direction of you, in the course of Inbox Monster’s performance under this Agreement that: (a) identifies or can be used to identify an individual (including, without limitation, names, signatures, addresses, telephone numbers, email addresses, and other unique identifiers); or (b) can be used to authenticate an individual (including, without limitation, employee identification numbers, government-issued identification numbers, passwords or PINs, user identification and account access credentials or passwords, financial account numbers, credit report information, student information, biometric, health, genetic, medical, or medical insurance data, answers to security questions, an individual’s internet activity or similar interaction history, inferences drawn from other personal information to create consumer profiles, geolocation data, an individual’s commercial, employment, or education history, and other personal characteristics and identifiers). Your business contact information is not by itself deemed to be Personal Information.
1.13. “Platform” means the online environment, including the Site, mobile applications, software, and any related digital infrastructure or systems operated by or on behalf of us, through which the Services are provided. The Platform includes all associated domains, subdomains, APIs, and backend technologies that enable user interaction with the Services. The Platform includes the AI Features.
1.14. “Process” means to take any action or perform any 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 other improvements or derivative works, (b) process, weigh, perform statistical analysis, retrieve, output, consult, use, perform, display, disseminate, transmit, submit, post, transfer, disclose, or otherwise provide or make available, or (c) block, erase, or destroy. “Processing” and “Processed” have correlative meanings.
1.15. “Services” means all content, functionality, or services, including any AI Features, you order from us and made available by us to you via the Site, and/or other locations designated by us.
1.16. “Site” means https://www.inboxmonster.com, together with any content, functionality, or services offered on or through https://www.inboxmonster.com, whether offered as of the date of this Agreement or at any time during the Term.
1.17. “Standards” means industry standards 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 or applicable to AI Technology.
1.18. “Subscription Plan” means the specific package of Services and pricing you order from us. More information on specific plans may be found at inboxmonster.com/self-service-creative-rendering.
1.19. “Subscription Period” means the period commencing on the Effective Date (i.e., the date of your purchase of a Subscription Plan) and continuing for a period of twelve (12) months, unless earlier terminated in accordance with Section 11 of this Agreement. Upon each automatic renewal pursuant to Section 11.2, a new Subscription Period of twelve (12) months shall commence.
1.20. “Term” means, collectively, the Initial Term and any renewal terms, as further described in Section 11.
1.21. “Training Data” means any and all information, data, materials, text, prompts, images, and other content that is used to train, validate, test, refrain, or improve any AI Technology incorporated into or used with, or in support of, the Platform or the Services, except for User Data.
1.22. “We,” “Us” or “Our” means Inbox Monster as defined in the Preamble.
1.23. “User” means an authorized user of the Services.
1.24. “User Data” means any and all 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 any User, including for Processing, (b) provided, transferred, or made available to Inbox Monster or its contractors or representatives by or on behalf of you or any User, including for Processing by or through the Platform, or (c) collected, downloaded, or otherwise received by Inbox Monster or the Platform for or on behalf of you or any User. All output, copies, reproductions, improvements, reports, modifications, adaptations, translations, and other derivative works of, based on, derived from or otherwise using any User Data are User Data. For the avoidance of doubt, User Data includes all AI Client Inputs, AI Client Outputs, and Personal Information.
1.25. “You” or “Your” means yourself individually or the company or other legal entity for which you are accepting this Agreement.
2. Services
2.1. Subscription Services for You. Upon your acceptance of this Agreement with Inbox Monster and your payment for a Subscription Plan, Services will be made available to you through your Account during the Subscription Period, including for submitting AI Client Input to and receiving AI Client Output from the AI Features and otherwise Processing User Data. Inbox Monster may change Subscription Plans or adjust pricing; provided, however, that any such change shall be communicated to you via email to the address associated with your Account at least thirty (30) days prior to the start of your next Subscription Period. If you do not accept a price change, you may cancel your Account without penalty before the next Subscription Period commences, and Inbox Monster will not charge you the revised pricing.
2.2. Payment. Inbox Monster Subscription Plans are billed in advance on an annual price basis and are generally non-refundable; provided, however, that (i) in the event Inbox Monster terminates this Agreement without cause pursuant to Section 11.3, or (ii) in the event you terminate this Agreement for Inbox Monster's material breach pursuant to Section 11.3, Inbox Monster shall provide you with a pro-rata refund of any prepaid fees for the unused portion of the then-current Subscription Period. There will be no refunds or credits for partial service should you not use the Inbox Monster Subscription Plan during a period of time when your account is open and no termination right is exercised. Pre-paid credits expire within one year of purchase. Should you upgrade your Subscription Plan, a prorated cost based on the date of upgrade will be due immediately, and the new annual cost will be applied to the next Subscription Period. Inbox Monster utilizes Stripe, LLC for credit card payments and does not save any credit card details. Your use of Stripe, LLC’s payment platform may be governed by Stripe, LLC’s terms of use and privacy policy. For more information on how Stripe, LLC processes credit card payments please visit: https://stripe.com/legal/ssa.
2.3. Automatic Renewal Disclosure. YOUR SUBSCRIPTION PLAN WILL AUTOMATICALLY RENEW FOR SUCCESSIVE TWELVE (12)-MONTH SUBSCRIPTION PERIODS AT THE THEN-CURRENT SUBSCRIPTION PLAN RATE UNLESS AND UNTIL YOU CANCEL YOUR ACCOUNT 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 APPLICABLE RENEWAL FEE ON OR AROUND THE FIRST DAY OF EACH RENEWAL SUBSCRIPTION PERIOD. TO CANCEL AUTOMATIC RENEWAL, YOU CANCEL YOUR SUBSCRIPTION THROUGH THE ACCOUNT ACCESS MENU AT LEAST THIRTY (30) DAYS PRIOR TO THE END OF THE THEN-CURRENT SUBSCRIPTION PERIOD.
2.4. Service Commitment. Inbox Monster will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for: (a) planned downtime; or (b) any unavailability caused by circumstances beyond our reasonable control, including, without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems, infrastructure or Internet connectivity provider failures or delays, and denial of service or other malicious attacks. We will provide the Services in accordance with applicable laws and government regulations.
2.5. Updates. Inbox Monster will update and upgrade the Services from time to time. These changes are designed to improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functionality or updates. You agree to receive such updates from us as part of your use of the Services.
2.6. Your Responsibilities. You are responsible for all activities that occur in your Account, including, without limitation, all your Users’ compliance with this Agreement. You are responsible for the accuracy, quality and legality of User Data, and for ensuring that the Services are used only in accordance with this Agreement, Documentation, and applicable laws and government regulations. You agree to provide true, accurate, current and complete information about Users as requested by Inbox Monster. You also agree to update User information promptly, and as necessary, to keep it current and accurate. You agree to use commercially reasonable efforts to prevent unauthorized access to or use of the Services and to notify Inbox Monster promptly 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 legal age to form a binding contract with us based on applicable law. The Services may be subject to other limitations, as specified in this Agreement and/or Documentation. As a condition of use, you promise not to use the Service for any purpose that is prohibited by this Agreement. Your service usage is outlined in this Agreement with Inbox Monster.
3.2. Prohibited Activities. You shall not (and shall not permit any User or third-party to):
3.2.1 (a) make the Platform or the Services available to anyone other than Users; (b) distribute, sell, resell, lend, loan, lease, license, sublicense, assign, transfer, or otherwise make available the Platform or Services to any third party, including by providing outsourcing, service bureau, hosting, application service provider or on-line services to any third party; (c) use the Platform or the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; (d) use the Platform or the Services for any malicious purpose; (e) interfere with or disrupt the integrity or performance of the Platform or the Services or third-party data contained therein; or (f) attempt to gain unauthorized access to 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 content on or through the Service, including, without limitation, any User Data that:
3.2.2.1 infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty;
3.2.2.2 you know is false, misleading, untruthful or inaccurate;
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 or depicts nudity, contains or depicts sexual activity, promotes bigotry, discrimination or violence, or is otherwise inappropriate as determined by us in our sole discretion;
3.2.2.4 imposes or may impose (as Inbox Monster determines in its sole discretion) an unreasonable or disproportionately large load on Services (or third-party providers’) infrastructure;
3.2.2.5 interferes with or may interfere with the proper working of the Service or any activities conducted on the Service;
3.2.2.6 bypasses any measures we may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service);
3.2.2.7 contains software viruses or any other computer codes, files, worms, logic bombs or programs that are designed or intended to disrupt, disable, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information 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 from the Service;
3.2.2.10 impersonates any person or entity, including our employees or representatives;
3.2.2.11 includes anyone’s identification documents or sensitive financial information;
3.2.2.12 breaches our privacy policy and/or any of the other policies and rules incorporated herein;
3.2.2.13 is intended to create a false identity or impersonate another for the purpose of misleading others as to the identity of the sender or the origin of a message, including, but not limited to, providing misleading information to any feedback system employed through the Platform or the Services;
3.2.2.14 encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national, or international law or regulation; or
3.2.2.15 otherwise violates our guidelines or policies as may be made available to you from time to time.
3.2.3 (a) attempt to gain access to a copy of any software that operates the Platform; (b) use automated scripts to collect information from or otherwise interact with the Platform or Services; (c) modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, republish, repurpose, sell, trade, or in any way exploit the Platform or the Service, except as expressly authorized by us; or (d) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Platform or the Service (including, without limitation, any application or widget), except to the limited extent applicable laws specifically prohibit such restriction.
3.3. Image Restrictions. We have a zero-tolerance policy against child pornography and will terminate and report to the appropriate authorities any User who publishes or distributes child pornography using the Platform or the Services.
3.4. Suspension of Services.
3.4.1 Right to Suspend Services. Inbox Monster reserves 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 your Users breaches any material term of this Agreement, including but not limited to payment obligations or compliance with acceptable use policies.
3.4.1.2 Technical or Security Issues. To address urgent technical issues, mitigate risks to the Services, the Platform or other infrastructure, or prevent unauthorized access or data breaches.
3.4.1.3 Prohibited Activities. If you or your Users’ use of the Services violates applicable laws or regulations or engages in activities that pose harm to Inbox Monster’s Platform, systems, reputation, or other customers.
3.4.1.4 Prevention of Harm. To protect the integrity, security, or operability of the Services, the Platform or any associated systems, or to prevent imminent harm to the assets of Inbox Monster or any third parties.
3.4.1.5 Regulatory or Legal Requirements. To comply with applicable law, regulations, or requests from law enforcement or other governmental entities.
3.4.2 Notice of Suspension. Inbox Monster will endeavor to provide prior notice of any suspension where practicable. For any suspension other than one arising from an emergency security event, Inbox Monster will provide at least twenty-four (24) hours’ prior written notice by email to the address associated with your Account. If prior notice is not feasible, Inbox Monster will notify you as soon as reasonably possible after the suspension.
3.4.3 Restoration of Services. Inbox Monster will use commercially reasonable efforts to restore the Services promptly once the basis for the suspension has been resolved to Inbox Monster’s satisfaction. Restoration of Services may be conditioned upon you taking specific remedial actions, including but not limited to the payment of any applicable fees or fines.
3.4.4 Limitation of Liability. Inbox Monster shall not be liable for any damages, losses, or liabilities arising from a suspension of Services in accordance with this provision.
4. Third-Party Services and User Data You Send to Public Forums
4.1. Integration with Third-Party Services. The Services may contain features designed to interoperate with third-party applications. To use such features, you must have an account with such applications. If the provider of any such third-party application ceases to allow us to integrate on reasonable terms, we may cease providing such Service features without entitling you to any refund, credit, or other compensation.
4.2. Links to Third-Party Sites; Third-Party Contact Information. If you use these links or contact information, you will be outside of the Service. Inbox Monster is not responsible for the availability, content or services provided by these third parties. In addition, these links and this contact information are not an endorsement or approval of these third parties. The services of these third parties will be provided under terms determined solely between you and them.
5. Ownership of Site and Services; Disclaimers
5.1. Rights in Services. Inbox Monster reserves all rights, title and interest in and to the Site, the Services, and the Platform including all related intellectual property rights, including all improvements, enhancements or modifications relating to the foregoing. No rights are granted to you hereunder other than as expressly set forth herein. To the extent that you come to hold any rights, title or interest (including any intellectual property rights) in or to Inbox Monster Materials, you hereby assign all such rights, title or interest (including all intellectual property rights) to Inbox Monster.
5.2. Suggestions. Inbox Monster shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Site, the Services and the Platform any suggestions, enhancement requests, recommendations or other feedback provided by you, including Users.
5.3. Intellectual Property Notices. You shall not remove, obscure or modify in any way any copyright, trademark, patent or other proprietary notices or disclaimers that appear on or within Inbox Monster Materials.
5.4. Reservation of Rights. Each of the parties reserves all rights not expressly granted under this Agreement.
5.5. Disclaimers.
5.5.1 The Services may include monitoring blocklists and the use of spam traps, including recycled, typo, and pristine traps, (collectively, “Traps”) to diagnose issues related to email marketing practices, identify deliverability challenges, and provide actionable insights to improve the performance of customers’ campaigns. Inbox Monsters uses Traps solely as diagnostic tools. Use of these insights for any unethical or unlawful purpose is strictly prohibited.
5.5.2 Inbox Monster reserves the right to monitor customer use of the Service to ensure compliance with this Agreement. Any misuse of insights from the Services, including attempts to circumvent Traps or engage in prohibited activities, will constitute a material breach of this Agreement and may result in immediate suspension or termination of access to the Services.
6. Confidentiality
6.1. Definition. The term “Confidential Information” means the provisions of this Agreement, and any and all information, written or oral, provided or made available by or on behalf of one party or its affiliates, contractors, or vendors to the other party or its affiliates, contractors, or vendors in connection with this Agreement or the parties’ relationship hereunder, whether or not designated as confidential. Information of a third-party to whom a party owes a duty of confidentiality will be treated as Confidential Information of that party if it meets the description above. However, Confidential Information does not include information that: was or is publicly available other than as a result of breach of this Agreement by Recipient (as defined below); was or is lawfully received by the Recipient free of any obligation of confidentiality; or is independently developed by or on behalf of the Recipient without use of the Discloser’s Confidential Information.
6.2. Obligations. Each party (“Recipient”) will not access or use Confidential Information of the other party (“Discloser”) for any purposes other than performance of its obligations or receipt of benefits hereunder and shall maintain such information in the strictest confidence, except for disclosures expressly authorized hereunder. Recipient may disclose the Discloser’s Confidential Information to Recipient’s employees, attorneys, advisors, and contractors who have a legitimate “need to know,” provided that Recipient ensures that all such entities and persons are obligated to and do comply with confidentiality obligations consistent with (and no less restrictive than) this Section (Confidentiality), but in no event may you disclose any of our Confidential Information to any of our competitors (or any of their affiliates) or any employees or contractors of any such competitors. Recipient may additionally disclose the Discloser’s Confidential Information to the extent such disclosure is necessary in connection with the enforcement of this Agreement.
6.3. Compelled Disclosure. The Recipient may disclose Confidential Information of the Discloser if it is compelled by law to do so, provided the Recipient gives the Discloser prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Discloser’s cost, if the Discloser wishes to contest the disclosure. If the Recipient is compelled by law to disclose the Discloser’s Confidential Information as part of a civil proceeding to which the Discloser is a party, and the Discloser is not contesting the disclosure, the Discloser will reimburse the Recipient for its reasonable costs of compiling and providing secure access to such Confidential Information.
6.4. Privacy and User Information. For information about Inbox Monster’s data protection practices, please read our privacy policy available at inboxmonster.com/privacy-policy/. This policy explains how Inbox Monster treats User Data and protects your privacy when you use the Services. You agree to the use of User Data in accordance with our privacy policy.
6.5. User Data.
6.5.1 Ownership of User Data. As described more fully in our privacy policy, you grant Inbox Monster broad rights to use de-identified data, including de-identified User Data collected by us through your 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 this Section and in our privacy policy, we acquire no right, title or interest from you or your Users under this Agreement in or to User Data, including any intellectual property rights therein, subject only to the limited license granted in Section 6.5.2.
6.5.2 Limited License and Restrictions on Use of User Data.
6.5.2.1 Subject to the terms and conditions of this Agreement, you grant Inbox Monster a limited, royalty-free, non-exclusive, non-transferrable license to Process the User Data in the United States as necessary to provide the Platform and the Services for your benefit as provided in this Agreement for so long as you or a User submits such User Data for Processing by or on behalf of Inbox Monster. For customers located in the European Union, United Kingdom, Switzerland, or any other jurisdiction with data transfer restrictions, Inbox Monster shall implement appropriate safeguards for any transfer of Personal Information to the United States (including, where applicable, Standard Contractual Clauses as approved by the relevant supervisory authority). By using the Services, you represent and warrant that you have all necessary rights and consents to transfer Personal Information to the United States in accordance with applicable data protection laws.
6.5.2.2 Inbox Monster will not combine or commingle any identifiable User Data with data or information of Inbox Monster or any third party, including Training Data, and will logically segregate and isolate User Data from all such Inbox Monster and third-party data.
6.5.2.3 For avoidance of doubt, Inbox Monster shall not 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, or any other of your Confidential Information to train, retrain, tune, validate, modify, update, or otherwise improve the AI Features, AI reporting, AI analysis, any AI Technology, the Platform, the Services, or any other product or service, or as prompts for any AI Technology, except that (a) Inbox Monster may 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 and benefit of you and your Users as described in the Subscription Plan and this Agreement, and (b) Inbox Monster may use AI Client Input and AI Client Output that does not, to our knowledge, include any Personal Information, as-is with no warranties whatsoever by you or Users, only in an aggregate and anonymized manner to train, retrain, tune, validate, modify, update, or otherwise improve the AI Features. The foregoing restrictions in this Section 6.5.2.3 apply to Inbox Monster's own AI Features and to any third-party AI Technology used by Inbox Monster in connection with the Services. You remain responsible for any data you independently choose to submit to third-party AI platforms or tools that are not part of the Services.
6.6. California Privacy Rights. To the extent Inbox Monster processes Personal Information of California residents on your behalf in connection with the Services, Inbox Monster shall act as a “service provider” or “contractor” as those terms are defined under the California Consumer Privacy Act, as amended by the California Privacy Rights Act (Cal. Civ. Code § 1798.100 et seq.) (collectively, “CPRA”). Inbox Monster shall not (a) sell or share Personal Information of California residents; (b) retain, use, or disclose such Personal Information for any purpose other than the business purposes specified in this Agreement; or (c) combine such Personal Information with personal information received from or on behalf of another person or entity, or collected from Inbox Monster's own interactions with individuals, except as permitted under the CPRA. Inbox Monster shall cooperate with you in responding to verifiable consumer requests made by California residents pursuant to the CPRA.
6.7. Data Breach Notification. In the event Inbox Monster discovers or is notified of an actual or reasonably suspected unauthorized access to, disclosure of, or acquisition of your User Data or Personal Information that constitutes a “breach of security” or “security breach” under any applicable state data breach notification law or under the GDPR (a “Security Breach”), Inbox Monster shall: (a) notify you of the Security Breach without undue delay, and in any event within seventy-two (72) hours of Inbox Monster's confirmation of the Security Breach; (b) provide you with sufficient information regarding the nature of the Security Breach to enable you to comply with your own notification obligations under applicable law; and (c) cooperate with you and take such commercially reasonable actions as you may request to investigate, mitigate, and remediate the Security Breach. The parties agree to cooperate in good faith to coordinate any legally required notifications to affected individuals and regulatory authorities.
7. Information Security.
Inbox Monster maintains an information security management program designed to protect customer data. Information describing our security, privacy, and compliance practices is available in our Trust Center, located at https://trust.inboxmonster.com/, and is incorporated by reference into this Agreement. Our Trust Center may include summaries of controls, compliance certifications, and supporting documentation. Any reference to ISO/IEC 27001 reflects assessments performed by independent auditors within a defined scope and at a specific point in time. Security responsibilities are shared between us and you, as further described in the Trust Center and applicable documentation.
8. Warranties
8.1. Inbox Monster Representations and Warranties. Inbox Monster represents and warrants that: (a) we have validly entered into this Agreement and have the legal power to do so; (b) the Services shall perform materially in accordance with the Documentation; and (c) we will not transmit any malicious software to you, provided it is not a breach of this subpart (c) if you or a User uploads a file containing malicious software into the Services and later downloads that file again. For any breach of a warranty above, your remedies shall include, at the election of Inbox Monster: (i) repair or replacement of the non-conforming Services by us so that the Services materially comply with the Documentation; or (ii) if repair or replacement is not commercially feasible within a reasonable time, termination of this Agreement for cause and a pro-rata refund of any prepaid fees for the unused portion of your then-current Subscription Period; or (iii) recovery of direct damages up to the cap set forth in Section 10.1. The foregoing remedies shall not be deemed exclusive to the extent they would be rendered unconscionable or unenforceable under applicable law.
8.2. Your Representations, Warranties and Covenants.
8.2.1 You represent and warrant that you have validly entered into this Agreement and have the legal power to do so, and that you will abide by the restrictions on use of the Services contained herein. If you are acting on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to this Agreement.
8.2.2 You represent and warrant that: (a) any User Data is truthful, accurate, not misleading, offered in good faith, (b) that you and your Users have all rights, licenses, permissions and authorizations necessary to upload and transmit such User Data to us and (c) all User Data has been obtained through lawful, permission-based means. You further represent and warrant that, by accessing or using the Services or the Platform, your activities comply with all applicable federal, state, and local laws and regulations, including those governing telecommunications, such as the Controlling the Assault of Non-Solicited Pornography and Marketing (CAN-SPAM) Act, the Telephone Consumer Protection Act (TCPA), and any analogous laws in your jurisdiction. You covenant and agree to not engage in illegal email marketing practices, including sending unsolicited emails or harvesting email addresses through your use of the Services or the Platform.
8.3. Disclaimer. NOTWITHSTANDING ANYTHING TO THE CONTRARY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW ALL SERVICES, INFORMATION AND MATERIALS ARE PROVIDED “AS IS”, AND INBOX MONSTER EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION: (A) ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE (WHETHER OR NOT WE KNOW, HAVE REASON TO KNOW, OR HAVE BEEN ADVISED OF ANY SUCH PURPOSE); (B) ANY WARRANTY REGARDING RESULTS OBTAINABLE OR TO BE OBTAINED BY USERS AS A RESULT OF PROVISION OR USE OF THE SERVICES AND MATERIALS PROVIDED HEREUNDER; AND (C) ANY WARRANTY OF UNINTERRUPTED, TIMELY, OR ERROR-FREE OPERATION OF ANY SERVICES. NO ADVICE OR INFORMATION, WHETHER WRITTEN, ORAL OR MULTIMEDIA, OBTAINED BY YOU FROM THE SERVICES SHALL CREATE ANY ADDITIONAL WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
8.4. Risk of inaccuracy of information. You acknowledge that many features provided by the Site are intended to aggregate and manage third-party data and information from numerous sources. Inbox Monster is not responsible for the accuracy, integrity, quality, legality, usefulness, or safety of such information. You waive any claims you may otherwise have, and you agree that we will not be liable for any damages or inconveniences you may suffer as a result of inaccurate or incomplete data or information provided to you or your Users by the Service. Some jurisdictions do not allow the exclusion or limitation of certain categories of damages or implied warranties; therefore, the above limitations may not apply to you. In such jurisdictions, our liability is limited to the greatest extent permitted by law.
9. Indemnification
9.1. Indemnification by Inbox Monster. We shall defend you against any claim, demand, suit, or proceeding made or brought against you by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party, and we shall indemnify you for any damages, attorney fees and costs finally awarded against you as a result of, and for amounts paid by you under a court-approved settlement of a claim provided that you: (a) promptly give us written notice of the claim; (b) give us sole control of the defense and settlement of the claim (provided that we may not settle any claim unless the settlement unconditionally releases you of all liability); and (c) provide to us all reasonable assistance, at our expense. In the event of a claim, or if we reasonably believe the Services may infringe 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 this Agreement, or (iii) terminate your Account and User subscriptions for such Services upon 30 days written notice and refund any prepaid fees covering the remainder of the term of such User subscriptions after the effective date of termination. Inbox Monster shall have no liability under this Section 9 to you or any User, for any claim of infringement that is based upon any combination of the Services or the Platform with any other services or software not supplied by or authorized by Inbox Monster if such claim would have been avoided but for such combination; or any modifications to the Services or Platform other than those provided by Inbox Monster.
9.2. Regulatory Actions. Each party shall promptly notify the other in the event it receives notice of any regulatory investigation, inquiry, or enforcement action by a Governmental Authority arising from or related to the other party's use of or operation of the Services (a “Regulatory Action”). The party whose conduct gives rise to the Regulatory Action shall bear the primary responsibility for responding to, cooperating with, and resolving such Regulatory Action, including any associated costs and remediation obligations. Both parties agree to cooperate in good faith and provide reasonable assistance to each other in connection with any Regulatory Action.
9.3. Indemnification by You. You agree to indemnify, defend and hold harmless us, our affiliates and our and their officers, directors, partners, agents, and employees from and against any loss, liability, claim, or demand, including reasonable attorneys’ fees (collectively, “Claims”), made by any third party due to or arising out of your use of the Site and Services in violation of this Agreement, any breach of the representations and warranties you make in this Agreement, your User Data, or for any breach of security or compromise of your Account. You agree to be solely responsible for defending any Claims against or suffered by us, subject to our right to participate with counsel of our own choosing.
9.4. Exclusive Remedy. This Section 9 (Indemnification) states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this Section, except as otherwise expressly provided herein.
10. Limitation of Liability
10.1. Limitations. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL INBOX MONSTER OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION LOST REVENUE, LOST OR DAMAGED DATA, OR OTHER COMMERCIAL OR ECONOMIC LOSS, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER THEORY OF LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE INBOX MONSTER MATERIALS. THE FOREGOING LIMITATION SHALL APPLY EVEN IF INBOX MONSTER OR ITS REPRESENTATIVES HAVE BEEN ADVISED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGE. INBOX MONSTER’S TOTAL LIABILITY IN ANY EVENT IS LIMITED TO THE TOTAL FEES ACTUALLY PAID BY YOU TO INBOX MONSTER DURING THE TWELVE (12)-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, AND YOU HEREBY RELEASE INBOX MONSTER AND ITS REPRESENTATIVES FROM ANY AND 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 OF ANY EXCLUSIVE REMEDIES PROVIDED IN THIS AGREEMENT. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. HOWEVER, IN SUCH EVENT, YOU AGREE THAT SUCH LIMITATIONS OF LIABILITY ARE REASONABLE AND ARE FUNDAMENTAL ELEMENTS FOR THE SCOPE OF SERVICES AND THE FEES CHARGED TO YOU. YOU UNDERSTAND AND ACKNOWLEDGE INBOX MONSTER WOULD NOT BE ABLE TO OFFER THE SERVICES TO YOU WITHOUT THESE LIMITATIONS.
11. Term and Termination
11.1. Initial Term. This Agreement commences on the Effective Date and continues for one year (the “Initial Term”).
11.2. Term of Subscriptions. Your Subscription Period commences on the Effective Date specified in this Service Agreement and continues for the Initial Term specified above. Upgrades may be made during an active Subscription Period and the associated increase in subscription cost will be invoiced appropriately. Your Subscription Plan shall automatically renew for additional annual terms in accordance with this Agreement until cancelled or terminated. Subscription renewals may be canceled by navigating to 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 a renewal within the thirty (30)-day notice period, your Account will remain active through the end of the then-current Subscription Period, and no additional charges 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 Inbox Monster of a material breach if such breach remains uncured at the expiration of such period; or (b) if Inbox Monster becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. Inbox Monster reserves the right to terminate, block or restrict your access to or use of the Site or Services for any breach or violation of this Agreement.
11.4. Payment upon Termination. In no event shall any termination relieve you of the obligation to pay any fees payable to Inbox Monster for the period prior to the effective date of termination.
11.5. Following Termination. Upon termination of this Agreement, you are responsible for disconnecting and terminating all platform connections to Inbox Monster and permanently deleting and removing from its systems all: (i) all email seeds, (ii) Inbox Monster Materials and (iii) other associated User-side functionality provided by Inbox Monster and used by you in relation the Services or the Platform. Within thirty (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 commercially reasonable, structured, and machine-readable format, or (b) permanently delete and destroy all User Data in Inbox Monster’s possession or control. Inbox Monster may retain User Data to the extent required by applicable law, provided that any retained User Data continues to be protected in accordance with the confidentiality obligations set forth in Section 6 of this Agreement. In the event you do not comply with these termination requirements, Inbox Monster reserves the right to charge you after the termination date, and you will pay Inbox Monster, for platform usage at the rates described in the Subscription Plan, until such time as your platform usage ceases.
12. Miscellaneous
12.1. Notices. You agree that we may provide you with notice, including changes to this Agreement, by email, regular mail or postings in your Account.
12.2. Dispute Resolution; Arbitration. PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. If you have a Dispute, you and Inbox Monster each agree to make a good faith effort to resolve all Disputes through a pre-arbitration process (the “Process”). The Party initiating the Dispute must first give notice to the other party in writing of the Dispute. At minimum, the notice must be clearly marked as “Notice of Pre-Arbitration Dispute” and include: (a) the initiating party’s contact information (with their counsel’s contact information, if represented); (b) sufficient information to enable the other party to identify any transaction(s) and account(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 the relief sought, with a detailed calculation for such relief. The notice must be personally signed by the party initiating the Dispute (and their counsel, if represented). Upon receipt of notice, the Parties agree to negotiate in good faith in an effort to informally resolve the Dispute. Where, and to the extent permitted under applicable Law, any dispute, claim, or controversy arising out of or relating to this Agreement or your use of the Services cannot be resolved by the Parties informally within thirty (30) days of written notice, the Dispute shall be resolved by binding arbitration administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures then in effect, before a single arbitrator. The arbitration shall be conducted in Mecklenburg County, North Carolina, or, if you prefer, by telephone or video conference. Judgment on 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 TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR OTHER REPRESENTATIVE PROCEEDING. Nothing in this Section 12.2 shall prevent either party from seeking temporary or preliminary injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm pending resolution of the dispute by arbitration.
12.3. Governing Law/Forum. This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, disregarding any conflict-of-laws rules which may direct the application of the laws of another jurisdiction. To the fullest extent permitted by law, the state and federal courts in North Carolina will have exclusive jurisdiction over any disputes and claims arising under this Agreement. You and Inbox Monster consent to the jurisdiction of those courts and waive any objections as to personal jurisdiction or as to the laying of venue in such courts due to inconvenient forum or any other basis or any right to seek to transfer or change venue of any such action to another court.
12.4. Export Compliance. The Services, the Platform, other technology we make available, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that 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 use Services in a U.S.-embargoed country or in violation of any U.S. export law or regulation.
12.5. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
12.6. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
12.7. Waiver. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.
12.8. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
12.9. Attorney Fees. You shall pay on demand all of our reasonable attorney fees and other costs incurred by us to collect any fees or charges due us under this Agreement.
12.10. Assignment. You may not assign any of your rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of Inbox Monster (not to be unreasonably withheld). Notwithstanding the foregoing, you may assign this Agreement in its entirety, without consent of Inbox Monster, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of your assets not involving a direct competitor of Inbox Monster. Inbox Monster may, in its sole discretion, assign this Agreement. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
12.11. Interpretation. No provision shall be construed against a party by reason of the fact that such party or its legal counsel drafted that provision, notwithstanding any rule of law or any legal decision to the contrary. For purposes of interpreting this Agreement: (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], without limitation”; (c) references to Sections in any particular Attachment shall refer to Sections in that same Attachment, unless otherwise specified therein; and (d) headings contained herein are for convenience of reference only and shall not affect the interpretation of this Agreement. For purposes of this Agreement, whenever the context requires, the singular number will include the plural, and vice versa.
12.12. Entire Agreement. This Agreement constitutes the entire agreement between 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 shall be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted.
12.13. Survival. The following provisions shall survive the termination or expiration of this Agreement: Sections 1, 2.2, 2.6, 5, 6, 6.6, 6.7, 7, 8.3, 9, 10, 11.4, 11.5 and 12. In addition, any other provisions of this Agreement which, by their nature or express terms, are intended to survive termination or expiration of this Agreement, shall remain in full force and effect.
13. Contact
13.1. Contact Details. Any question, concern, or complaint with this Agreement should be addressed to:
Chief Privacy Officer
Email: privacy@inboxmonster.com
Address: 9935-D Rea Road, #234, Charlotte, NC 28277