Userlist Terms of Service Agreement
Updated: November 26, 2018
1. Electronic Agreement
This Agreement sets out the legally binding rules for your use of our Service. This Agreement can be changed by us at any time, which would be effective when we post the new Agreement on our Websites. By accessing and/or using the Service or becoming a Customer, you accept this Agreement and agree to the terms, conditions and notices explained below. Your continued use of our Service following Userlist’s posting of revised terms of any section of the Agreement will constitute your express and binding acceptance of and consent to the revised terms of service.
2. Service Provided
The Service provided by Userlist is solely for our Customers and authorized users. The Service shall include, but not be limited to:
- storing, processing, and displaying of Customer data, including end user data (hereinafter referred to as “Customer Data”);
- sending email campaigns and other types of automated messages to Customers’ end users on behalf of our Customers’ business.
If you are an individual using our Service you must be at least 18 years of age. You must also be legally permitted to use the Service and access to our Site. If you are entering into this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the legal authority to bind such entity to this Agreement. This Agreement is void where prohibited by law, and the right to use the Service is revoked in such jurisdictions.
We will try our best to provide our Customers with reasonable technical support. We will also try our best to ensure that Service are available at all times. However, our Websites or Service may be unavailable as the result of planned or unplanned downtime, for reasons including technical issues, legal compliance, security actions, business decisions, or any other cause. We may attempt, but are under no obligation, to inform you of such planned downtime. We will not be liable in any event to you or any other party for any suspension, modification, discontinuance or lack of availability of the Websites, the Service, or Customer Data.
4. Userlist Intellectual Property
Unless expressly stated in this Agreement, Userlist owns and reserves all right, title and interest in and to the Websites, all content and other materials on the Service, including, without limitation, Userlist’s logos, the visual interfaces, graphics, design, compilation, information, software, computer code (including source code or object code), aggregated de-identified data, services, text, pictures, information, data, sound files, other files and the selection and arrangement thereof (collectively referred to as “Userlist IP”).Except where we have given you express written permission, you may not copy, modify, publish, transmit, distribute, perform, display, or sell any such proprietary information. Except where otherwise specified in this Agreement, all content is copyrighted material of Userlist and for its Customers' and authorized users’ use only. Distribution of content to others is strictly prohibited. You agree that Userlist would be irreparably harmed by any violation or threatened violation of this section and that, therefore, Userlist shall be entitled to an injunction prohibiting you from any violation or threatened violation of this section, without posting bond, in addition to any other right or remedy it may have.
Userlist, its logos and any other product or service name or slogan contained in the Service are trademarks of Userlist or our suppliers or licensors and may not be copied, imitated or used, in whole or in part, without the prior written permission of Userlist.
Userlist grants you a non-exclusive, non-transferable right, non-sublicense, royalty-free license to access and use the Websites or Service, solely for your commercial purposes. You may not modify, publish, transmit, participate in the transfer or sale of, reproduce, create derivative works based on, distribute, perform, display, or in any way exploit, any of the content, software, materials, or Service in whole or in part. Nor will you attempt to circumvent any of our technical measures, or decompile, reverse engineer, or disassemble the Website or Service. In the event that you print, copy, modify, download or otherwise use or provide any other person or entity with access to any part of the Websites or Service in breach of the Agreement, your right to use the Websites and/or Service will cease immediately.
5. Ownership of Your Customer Data
Userlist does not claim ownership of any Customer Data provided to us, including data related to Customers’ end users and Customers’ automated messages. However, Customers hereby grant Userlist a non-exclusive, non-transferable, non-sublicensable, royalty-free license to use, display, reproduce, and distribute Customer Data solely for the purpose of providing the Service.
By submitting Customer Data to us, you hereby grant, and represent and warrant that you have all rights necessary to grant all rights and licenses to the Customer Data required for us to provide our Service.
We will have no right to sublicense or resell Customer Data, except however, that you agree that we can collect, analyze, and use data derived from Customer Data and/or information collected from or about an individual but which does not identify the individual personally (collectively, “Aggregated De-identified Data”). You further agree that we have the right, to use, store, transmit, distribute, modify, copy, display, sublicense, and create derivative works of the anonymized, aggregated data. Userlist will use Aggregated De-identified Data for any lawful purpose, including, without limitation, creating additional products, services and benchmark reports, or for purposes of improving, testing, operating, and promoting and marketing the Service.
In the event that you send any ideas, suggestions, or feedback to Userlist (collectively, the “Feedback”), you acknowledge and agree that such Feedback is non-confidential and non-proprietary to you, and you grant to Userlist a worldwide, royalty-free and non-exclusive license(s) to use, distribute, reproduce, and publicly display such Feedback for any reason or purpose, without attribution or compensation to you.
You agree that we may publicly identify you as a customer on the Websites or in other public resources for promotional purposes.You may request that we stop doing so by sending us an email at email@example.com.
6. Your Use of the Service
a. You must not copy or capture, or attempt to copy or capture, any Userlist IP from the Websites or Service, unless given express permission by Userlist.
b. You must not copy, republish, adapt, make available or otherwise communicate to the public, display, perform, transfer, share, distribute or otherwise use or exploit any Userlist IP on or from the Websites and/or Service.
c. You must not use any Userlist IP in any way that is designed to create a separate service or that replicates any part of the offering of the Service.
d. You must not employ scraping or similar techniques to aggregate, repurpose, republish or otherwise make use of any Userlist IP.
e. You must not employ any techniques or make use of any services, automated or otherwise, designed to misrepresent your activity on the Service, including without limitation by the use of bots, botnets, scripts, apps, plugins, extensions or other automated means to register accounts, log in, send messages, post comments, or otherwise to act on your behalf, particularly where such activity occurs in a multiple or repetitive fashion.
f. You must not, and must not permit any third party to, copy or adapt the object code of the Websites, or reverse engineer, reverse assemble, decompile, modify or attempt to discover any source or object code of any part of the Websites, or circumvent or attempt to circumvent or copy any copy protection mechanism or access any rights management information pertaining to content on the Websites.
g. You must not rent, sell, transfer or lease access to the Service, or any content on the Websites to any third party.
h. You must not deliberately impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity, for example, by registering an account in the name of another person or company, or sending messages or making comments using the name of another person.
i. You must not stalk, exploit, threaten, abuse or otherwise harass another user of Service, end user, or any Userlist employee. If Userlist determines that any user has threatened, stalked, harassed, or verbally abused any such person, Userlist reserves the right to immediately terminate access to the Service.
j. You must not collect or attempt to collect personal data, or any other kind of information about other users of Service, including without limitation, through spidering or any form of scraping.
k. You must not violate, circumvent or attempt to violate or circumvent any data security measures employed by Userlist; access or attempt to access data or materials which are not intended for your use; log into, or attempt to log into, a server or account which you are not authorized to access; attempt to scan or test the vulnerability of Userlist’s servers, system or network or attempt to breach Userlist’s data security or authentication procedures; attempt to interfere with the Websites or the Services by any means including, without limitation, hacking Userlist’s servers or systems, submitting a virus, overloading, mail-bombing or crashing. Without limitation to any other rights or remedies of Userlist under this Agreement, Userlist reserves the right to investigate any situation that appears to involve any of the above, and may report such matters to, and cooperate with, appropriate law enforcement authorities in prosecuting any users who have participated in any such violations.
l. Userlist complies with the Restricted Businesses policy imposed by Stripe (our payment processor) and reserves the right to immediately terminate access to the Service by any such Customer.
m. To promote ethical business practices, Userlist also reserves the right to immediately terminate access to the Service by any Customer that does not comply with our internal ethical norms, with or without disclosing reasons for such termination.
You agree to comply with the above conditions, and acknowledge and agree that Userlist has the right, in its sole discretion, to terminate your account or take such other action as we see fit if you breach any of the terms of this Agreement.
7. No Employment or Agency Relationship
8. Billing, Pricing, and Charges on Your Account
a. General. Please note that the billing policies and pricing plans that are disclosed to you in subscribing to the service are deemed part of this Agreement. Notwithstanding anything herein, you are solely responsible for all taxes associated with your use of the Websites and/or Service.
b. Billing. Userlist bills you through an online account (your "Billing Account") for use of the Service. You agree to pay Userlist all charges at the prices then in effect for any use of the Service by you or other persons (including your agents) using your Billing Account, and you authorize Userlist to charge your chosen payment provider (your "Payment Method") for the Service. You agree to make payment using that selected Payment Method within 30 days of the charge. Userlist reserves the right to correct any errors or mistakes that it makes even if it has already requested or received payment.
c. Recurring Billing. Our subscription plans to the Service consist of an initial period, for which there is a one-time charge, followed by recurring period charges as agreed to by you. By entering into this Agreement, you acknowledge that your subscription has an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. Userlist may submit periodic charges (e.g. yearly) without further authorization from you, until you provide prior notice (confirmed in writing by Userlist) that you have terminated this authorization or wish to change your payment method. Such notice will not affect charges submitted before Userlist could reasonably act. You may change your payment method or cancel your paid membership by a provider of your chosen Payment Method (the "Payment Method Provider") in your account settings in the SaaS. For your convenience, we take your payment information upon registration with the Service so that your membership will not be interrupted. We auto-renew your membership according to our pricing plans available at the Websites. Your subscription will be automatically extended for successive renewal periods of the same duration as the subscription term originally selected, at the then-current non-promotional subscription rate (if applicable). You may cancel in your account settings or by sending us an email at firstname.lastname@example.org. Please note that you will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period.
d. Current Information Required. YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY USERLIST IF YOUR PAYMENT METHOD IS CANCELED OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE AT ACCOUNT SETTINGS. IF YOU FAIL TO PROVIDE USERLIST ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT USERLIST MAY CONTINUE CHARGING YOU FOR ANY USE OF THE SERVICE UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR SUBSCRIPTION FOR THE SERVICE.
e. Reaffirmation of Authorization. Your non-termination or continued use of the Service reaffirms that Userlist is authorized to charge your Payment Method. Userlist may submit those charges for payment and you will be responsible for such charges. This does not waive Userlist’s right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially subscribed to the Service.
f. Free Trial and Promotion. We may provide a free trial or other promotion (the "Promotion"), which may provide you access to some or all features afforded to paying members of the Service. We take your payment information upon registration with the Service, so that your membership will not be interrupted. In order to avoid being charged a subscription fee for the Service, you must cancel your subscription prior to the termination of the trial period. If you cancel prior to the termination of the trial period yet you are still charged for access to the Service, please contact us at email@example.com.
This Agreement will remain in full force and effect while you use the Websites and/or Service. You may terminate your membership at any time by emailing us at firstname.lastname@example.org. If you cancel your membership to Userlist, to help Userlist analyze and improve the Service, you may be asked to provide a reason for your cancellation.
Userlist may terminate your membership for any reason by sending notice to you at the email address you provide upon registration, or such other email address that you may provide. All decisions regarding the termination of accounts shall be made in the sole discretion of Userlist. Userlist is not required to provide you notice prior to terminating your membership. Userlist is not required, and may be prohibited, from disclosing a reason for the termination of your account. Even after your membership is terminated, this Agreement will remain in effect. All terms that by their nature may survive termination of this Agreement shall be deemed to survive such termination.
10. Geographic Restrictions
Userlist does not guarantee that the Service, or any of its content, is or will be accessible and/or legally permissible outside of the United States. Access to the Service, or certain parts thereof, may not be legal by certain persons or in certain countries. You acknowledge and agree that if you choose to access the Service from outside the United States, you do so entirely on your own initiative and at your own risk, and that you are solely responsible for compliance with local laws.
Confidential communications should be kept private. Such confidential information includes any materials, communications, and information that are marked confidential or should reasonably be considered confidential based on the circumstances surrounding the disclosure and the nature of the information disclosed. If you receive confidential information, then must not disclose it to any third party without Userlist’s prior written consent. Our confidential information does not include information that is generally available to and known by the public or was given to you by a third party without confidentiality obligation, or that becomes public through no fault of your own. You may disclose Userlist confidential information when compelled to do so by law if you provide reasonable prior notice, unless a court orders that Userlist should not receive notice. If compelled to do so by law, Userlist may disclose Customer Data at the request of any state, federal or other governmental agency or in response to any judicial process (including, without limitation, a subpoena).
12. Customer Data Warranty
Customer represents and warrants that it (i) has the right to grant Userlist the rights set forth in Section 5 of this Agreement, (ii) owns all right and interest, or possess sufficient license rights, in and to the Customer Data as may be necessary to permit the use contemplated under this Agreement, and (iii) you will not contribute any Customer Data that (a) infringes any intellectual property right, proprietary right, or the privacy or publicity rights of another, is libelous, defamatory, obscene, harassing, offensive or otherwise violates any law or right of any third party, (b) contains a virus, trojan horse, worm, or other computer programming routine intended to interfere with any system, data or information, or (c) causes damage to the systems of Userlist or its users in any way. You bear all responsibility and liability for the accuracy, completeness, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right of the Customer Data and Userlist’s access, possession and use as permitted herein.
The content and functionality on the Websites and Service, along with the services provided by employees of the Websites and Service, are offered "as is" without warranty of any kind, either express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. Userlist makes no warranties, express or implied, as to the ownership, accuracy, completeness or adequacy of Userlist IP or that the functionality of the Websites or Service will be uninterrupted or error-free or free from virus or third-party attack. You hereby acknowledge that your use of the Service is at your sole risk.
The information presented on or through the Websites and/or Service is made available solely for general information purposes. Userlist does not warrant the accuracy, completeness or usefulness of any such information. Any reliance you place on such information is strictly at your own risk. Userlist disclaims all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Service, or by anyone who may be informed of any of its contents.
14. Limitation of Liability
UNDER NO CIRCUMSTANCES SHALL USERLIST, ITS OFFICERS, OWNERS, EMPLOYEES OR AGENTS AND THEIR RESPECTIVE HEIRS, SUCCESSORS AND ASSIGNS BE LIABLE FOR ANY DAMAGES, INCLUDING DIRECT, INCIDENTAL, PUNITIVE, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT DIRECTLY OR INDIRECTLY RESULT FROM USE OF, OR INABILITY TO USE, THE WEBSITES OR SERVICE OR THE INFORMATION CONTAINED THEREIN, INCLUDING WITHOUT LIMITATION FOR VIRUSES ALLEGED TO HAVE BEEN OBTAINED FROM THE WEBSITES OR SERVICE, EVEN IF USERLIST HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES AND REGARDLESS OF THE THEORY OF LIABILITY.
TO THE GREATEST EXTENT PERMITTED BY LAW, YOU AGREE THAT IN NO EVENT WILL USERLIST HAVE ANY LIABILITY, CONTINGENT OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES IN ANY WAY ARISING OUT OF OR RELATING TO THE AGREEMENT, WEBSITES OR THE SERVICE, OR YOUR USE THEREOF, INCLUDING, BUT NOT LIMITED TO PHYSICAL INJURY, DEATH, EMOTIONAL DISTRESS, LOST PROFITS, LOST DATA, LOSS OF GOODWILL, COPYRIGHT INFRINGEMENT, WORK STOPPAGE, EQUIPMENT FAILURE OR MALFUNCTION, PERSONAL INJURY, PROPERTY DAMAGE, OR ANY OTHER DAMAGES OR LOSSES, EVEN IF USERLIST HAS BEEN ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, STATUTE, INDEMNITY OR OTHERWISE) UPON WHICH SUCH LIABILITY IS BASED.
In the event that any of the foregoing limitations are deemed to be unenforceable, to the greatest extent permitted by law, you agree that the entire aggregate liability of Userlist and sole remedy available to any Customer in any case in any way arising out of or relating to the Agreement, Websites or the Service shall be limited to monetary damages that in the aggregate may not exceed the greater of $500.00 or the sum of any amount paid by the Customer to Userlist during the six months prior to notice to Userlist of the dispute for which the remedy is sought.
15. Indemnity by You
You agree to indemnify and hold Userlist, its subsidiaries, affiliates, officers, agents, and partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, arising out of or related to:
b. any third party claim of infringement of intellectual property rights or invasion of privacy arising from the hosting of your Customer Data on our Websites; and
c. any activity related to your account, be it by you or by any other person accessing your account with or without your consent unless such activity was caused by the act or default of Userlist.
16. Communications from Userlist
Userlist may provide you with notices, such as changes to this Agreement or Service, using any reasonable means, including regular mail, text message or postings on the Service. By using or accessing the Service, you expressly consent to receive such communications. If you access the Service in an unauthorized manner, you acknowledge and agree that you are deemed to have received any and all notices that would have been delivered had you accessed the Service in the correct way.
17. Jurisdiction and Choice of Law; Dispute Resolution
If there is any dispute involving the Service, you expressly agree that any such dispute will be governed by the laws of the State of Georgia, and you expressly agree and consent to the exclusive jurisdiction and venue of the state and federal courts of the State of Georgia for the resolution of any such dispute. You hereby agree to accept service of process for any action by certified mail return receipt requested which service shall have the same force and effect as though service had been effected by personal service in the applicable jurisdiction. If any part of these terms is unlawful, void, or unenforceable, that part will be deemed severable and will not affect the enforceability of the remaining provisions.
18. Arbitration Provision/No Class Action
Except in places where it is prohibited by law, as a condition of using our Service, you agree that any and all disputes, claims and causes of action (collectively, "Claim") arising out of or connected with the, shall be resolved individually, without resort to any form of class action, exclusively by binding arbitration for full and final settlement of such Claim, and judgment on the award rendered in the arbitration may be entered in any court having jurisdiction thereof. The parties agree to split the arbitration and/or mediator costs. An award rendered by the arbitrator(s) may be entered and confirmed by the courts of the State of Georgia, County of Fulton, or the United States District Court for the Northern District of Georgia. The parties agree that any post-arbitration action seeking to enforce an arbitration award or action seeking equitable or injunctive relief shall be brought exclusively in the courts of the State of Georgia, County of Fulton, or the United States District Court for the Northern District of Georgia.
19. No Third Party Beneficiaries
You agree that, except as otherwise expressly provided in this Agreement, there shall be no third-party beneficiaries to this Agreement.
20. Availability Outside the U.S.
Userlist may make changes to this Agreement at any time. Any revised terms will be effective upon posting on the Websites; your use of the Websites and/or Service after these updated Terms have been posted will constitute your express acceptance of the revised Terms. If you are a subscribing Customer at the time of any such amendment, the then-existing Agreement will continue to govern your membership until your subscription renews. If you continue your subscription, this renewal will constitute your express acceptance of, and consent to, the revise Agreement. If you instead elect to terminate your subscription, any use of the Service by you following such termination will constitute your express acceptance of the Agreement.
22. Entire Agreement
23. Severability and Waiver
If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term. In addition, Userlist’s failure to enforce any term of this Agreement shall not be deemed as a waiver of such term or otherwise affect Userlist’s ability to enforce such term at any point in the future.
Have any questions? Contact us at email@example.com or using the address below:
300 Colonial Center Parkway, STE 100N
Roswell, GA 30076
Userlist is a trademark of Userlist, Inc. Userlist reserves all rights not expressly granted in this Agreement.