TERMS AND CONDITIONS – inwise.com
1.1 This agreement is between inwise LTD (“inwise” or “we”), Imber 14th, Petach Tikwa, Israel and you (“user” or “you” or “customer”) as a registered user of inwise services.
- Entire Agreement:
2.1 This agreement, together with any price schedules or other supplemental documents expressly referenced herein, and published from time to time by inwise, constitutes the entire agreement between inwise and you regarding inwise services, and supersedes all prior agreements between the parties regarding the subject matter of this Agreement.
- The Services
3.1 inwise offers email marketing software as service, sms marketing software as service and other software or services (collectively “Service” or “Services” or “Software”).
3.2 inwise reserves the right to modify or discontinue any of the Services with or without notice to you. inwise shall not be liable to you or any third party should inwise exercise its right to modify or discontinue the Services.
4.1 Official Service rates shall be advertised on the websites (including but not only inwise-nl.com, inwise.ro, inwise.com) and may be amended from time to time.
5.2 inwise shall not disclose contents of messages sent through the service, nor details regarding its originator or recipient(s), except to such persons duly authorized.
- Customer Representations
6.1 You represent and warrant that you possess the legal right and ability to enter into this Agreement. You agree to be financially responsible for your use of the Services as well as for use of your account by others.
- Customer Responsibilities
7.1 You are fully responsible for the contents of your transmissions through the Services. inwise acts as a passive conduit for you to send and receive information of your own choosing.
7.2 You agree: (1) not to use the Services for illegal purposes; (2) not to interfere with or disrupt networks connected to the Services; (3) to comply with all regulations, policies and procedures of networks connected to the Services; (4) not to use the Servies to infringe any third party’s copyright, patent, trademark, trade secret, or other proprietary rights, or rights of publicity or privacy; and (5) not to transmit through the Services any unlawful, harassing, libelous, abusive, threatening, harmful, obscene or otherwise objectionable material of any kind or nature; (6) follow inwise’s Anti Spam Policy available at our sites.
7.3 inwise reserves the right to take any action with respect to the Services that inwise deems necessary or appropriate in its sole discretion if inwise believes that: (1) You or your information compromises or disrupts the Service for you or other Customers; or (2) Your use of the service contradicts any applicable local, national, or international laws and regulations.
7.4 You must: (1) maintain any security of your Customer identification, and other confidential information relating to your inwise account and (2) be responsible for all charges resulting from use of your inwise account, including unauthorized use prior to your notifying inwise of such use and taking steps to prevent its further occurrence.
7.5 As part of the registration process, you will be required to provide an email address and select a username and a password. You may change your password and set a password to protect your messages after logging in to the inwise website. You are entirely responsible for any failure to maintain the confidentiality of your username and password. Furthermore, you are entirely responsible for any and all activities that occur under your account. You agree to immediately notify inwise of any unauthorized use of your account or any other breach of security known to you.
7.6 Anti-Spam. inwise only supports permission-based emails and has a no tolerance spam policy that we take very seriously. Your account will be terminated if you send unsolicited email messages. You should read and act according to Our Anti-Spam Policy available at our sites.
8.1 Either you or inwise may terminate your inwise account at any time, with or without cause, upon notice. Any such notice by you to inwise must be in accordance with inwise’s verification procedures, as such procedures may be established and changed by inwise from time to time at its sole discretion, and which may include the requirement that you contact inwise by phone to confirm that any such notice was in fact sent by you. inwise also reserves the right to terminate or suspend your inwise account without prior notice, provided that inwise will attempt to confirm such termination or suspension by subsequent notice.
8.2 Amounts paid are not refundable. Subscriptions to our service are pre-paid. As such, any cancellations that occur in the middle of a payment term (month, quarter, or year depending on payment schedule) will be made effective on the final day of the prepaid term.
8.3 Please note that allowing a credit card to expire or not submitting payment by check regardless of invoice receipt status will not automatically cancel your account as we maintain all account data, allow subscriptions to occur, and allow you access to your account. You will remain responsible for paying the monthly charge, which will accrue to your account, until we receive a cancellation notice. We reserve the right to send delinquent accounts to a collection agency if they are not paid within 3 months
8.4 data from canceled accounts will be deleted immediately and cannot be retrieved. Please be sure to export all data you wish to save before canceling your account
- Modifications to Customer Agreement
9.1 inwise may amend this Agreement at any time by sending information regarding the amendment to the address you provide to inwise. You shall be deemed to have accepted such amendments by continuing to use inwise Services after such amendments have been sent to you. Otherwise, this Agreement may not be amended except in writing signed by both you and inwise.
- Disclaimer of Warranties and Limitation of Liability
10.1. All inwise software and services are provided “as is,” and inwise makes no express or implied representations or warranties to you regarding the usability, condition or operation thereof. inwise does not warrant that access to or use of services will be uninterrupted or error-free, or that inwise software or services will meet any particular criteria of performance or quality. inwise expressly disclaims all implied warranties, including without limitation, warranties of fitness for a particular purpose, compatibility, security or accuracy.
10.2. You agree that inwise will not be liable for damages (including consequential or special damages) arising out of your use of or inability to use the Services, and you hereby waive any claims with respect thereto, whether based on contractual, tort or other grounds, even if inwise has been advised of the possibility of damages.
10.3 The entire liability of inwise and your exclusive remedy with respect to the use of Services or any breach of this agreement are limited to the amount actually paid by you for services. You hereby release inwise from any and all obligations, liabilities and claims in excess of this limitation.
10.4 inwise shall not be held responsible in any way or by any means, either directly or indirectly, for any communications difficulties outside of inwise’s control which would lead to the interruption of data delivery.
11.1. You agree to pay all charges for your use of inwise Services at the prices then in effect. All charges will be inclusive of VAT and other taxes, as required by law. inwise reserves the right to change prices or institute new charges for access to or use of Services. All changes will be posted by inwise at the inwise websites and you are responsible for regularly reviewing such pricing information to obtain timely notice of such changes. Continued use of Services or non-termination of your inwise account after changes are posted constitutes your acceptance of the prices as modified by the posted changes.
11.2. Charges are to be paid on a monthly basis. If the payment method for your inwise account is by credit or debit card and payment is not received by inwise from the card issuer or its agents, you agree to pay all amounts due upon demand by inwise. Each time you use inwise Services, or allow or cause inwise Services to be used, you agree and reaffirm that inwise is authorized to charge your designated card.
11.3. inwise reserves the right to suspend or terminate your inwise account without notice in the following events: (a.) upon rejection of any card charges or if your card issuer (or its agent or affiliate) seeks return of payments previously made to inwise when inwise believes you are liable for the charge, (b) for invoiced accounts, if payment has not been received within 40 days of issue of invoice.
11.4. Your activation fee and monthly service fees are payable in advance and are non-refundable. You agree that inwise may submit charges for your monthly service fee each month, without further authorization from you, until you provide prior that you have terminated this authorization or wish to change your designated card. Such notice will not affect charges submitted before inwise reasonably could act on your notice. If you have any question regarding any charges that have been applied to your account, you must contact inwise’s Customer Service Department within 30 days of the charge date. Failure to use your account will not be deemed a basis for refusing to pay any charges submitted by inwise in accordance with this Agreement.
12.1. This is an agreement for services and Customer is not granted any license hereunder. All software embedded in the Services, the Professional Services, and in any applications developed, owned or controlled by inwise (as applicable) (the “Software”), and the Services, are and shall remain the sole and exclusive property of inwise. Accordingly, Customer acknowledges that inwise owns all right, title and interest in and to the Software and the Services, including, without limitation, all patent rights, copyrights, trademark rights, trade secret rights, and all other proprietary rights pertaining thereto. Except as expressly granted in this Agreement, Customer will not have or acquire any rights or interest in or to the Software or the Services. Customer acknowledges that the Software contains proprietary information and trade secrets of inwise. Customer will not take any actions inconsistent with inwise’s ownership of each of inwise’s rights in and to the Software. Customer agrees that Customer will not directly or indirectly: (i) assign, distribute, license, sublicense, transfer, sell, rent, lease, time share, grant a security interest in, or otherwise transfer any rights in or to the Software, or make the Software available to third parties except as authorized by this Agreement; (ii) modify, translate, reverse engineer, decompile or disassemble the Software for any purpose, including without limitation, the creation of derivative works or similar products; (iii) upload, link to or post any portion of the Software on a bulletin board, intranet, extranet or web site; (iv) use or distribute the Software in violation of any applicable laws, regulations or export restrictions; or (v) possess or use the Software in any format other than machine-readable format. All rights in the Software not explicitly granted herein, are reserved by inwise. If you are using the Services in any country within the European Union, the prohibitions set forth herein will not affect your rights under any legislation implementing the E.C. Council Directive on the Legal Protection of Computer Programs.
13.1. You agree to indemnify inwise and each of its licensors and service providers from and against any and all liabilities, expenses (including attorneys’ fees) and damages arising out of claims based upon use of your inwise account, including any violation of this Agreement by you or any other person using your account, any claim of libel, defamation, violation of rights of privacy or publicity, any loss of service by other customers, any infringement of intellectual property or other rights of any third parties, and any violation of any laws or regulations prohibiting transmission of unsolicited emails or sms.
- General Terms
14.1.This agreement and your use of inwise Services is subject to English Law. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. inwise’s failure to act with respect to a breach by you or others does not waive inwise’s right to act with respect to subsequent or similar breaches. You may not assign or transfer this Agreement or any rights hereunder, and any attempt to the contrary is void. inwise shall not be liable for any delay or failure to perform resulting directly or indirectly from any causes beyond inwise’s reasonable control.
14.2. inwise cannot be held responsible for any loss, damage or injury caused by or attributed to the service. It cannot accept any responsibility for loss of earnings, hardship or any other financial claim for damages through the use of the service
- No Tampering
15.1. Each email message that is sent using the Services must contain an “unsubscribe” link that allows visitors to remove themselves from Customer’s mailing list. Customer agrees that it will not remove, disable or attempt to remove or disable either link. Further, each such email message may contain an automatic identifying footer such as “Powered by inwise.” Except as otherwise expressly permitted in writing by inwise, Customer agrees that it will not remove, disable or attempt to remove or disable such footer.
- Notices & Consent
16.1. Notices given by inwise to you will be given by email or by postal delivery. In any matter requiring inwise’s prior consent, such consent will be considered given only if made in the foregoing manner by an authorized representative of inwise. Notices given by you to inwise must be given by email or by postal delivery.
16.2. By registering your details with inwise you may receive news updates, special offers and promotions from time to time. If you do not wish to be contacted by inwise please press on the unsubscribe link or send an email with ‘unsubscribe’ in the subject line to [email protected]