PLEASE READ THIS AGREEMENT CAREFULLY. These Terms of Service ("TOS") constitute a legal agreement between you, either an individual user or entity, who is assigned an Account ID (defined below) and rezora, LLC ("rezora") for online services for use in the creation, launch, and management of online e-mail campaigns known as rezora through the web site located at http://rezora.com or any subdomain thereof (the "Site"), collectively, the "Services".
You may only receive the Services if you are a Service subscriber in good standing, or if you are an authorized User (defined below). If you do not agree to the terms of this Agreement, do not use or access the Site or the Services.
YOU AGREE THAT YOUR USE OF THE SITE AND THE SERVICES ACKNOWLEDGES THAT YOU HAVE READ THIS TOS, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS
A "Subscriber" is the named person or entity who successfully completes the rezora on-line subscription enrollment process and is approved by rezora. Subscriber may access the Services through the number of individual accounts purchased by or on behalf of Subscriber (each, an "Account"). Subscriber will be provided with a user identification and password applicable to each Account (an "Account ID"). Each Account ID is personal in nature and may be used only by a single designated employee or contractor of Subscriber (or their designated assistants) (such individual, as applicable, the "User" of the Account). User is responsible for all use of the Services through each Account and for compliance with this TOS. User will ensure the security and confidentiality of its Account ID and will notify rezora immediately if any Account ID is lost, stolen or otherwise compromised. User acknowledges that it is fully responsible for all liabilities and damages incurred through the use of its Account ID (whether lawful or unlawful) and that any transactions completed through any Account or under any Account ID will be deemed to have been lawfully completed by User. rezora will not be liable for the foregoing obligations or the failure by User to fulfill such obligations. User will be responsible for acquiring, installing and maintaining all hardware, software, and other equipment necessary for it to connect to, access, and use the Services and the Site. rezora reserves the right to refuse registration of, or cancel, Accounts it deems inappropriate. Terms regarding fees for the Services are set forth in the master agreement under which the Services are provided.
2.1 Use of the Technology. The Services, the Site and the databases, software, hardware and other technology used by or on behalf of rezora to provide the Services and operate the Site (the "Technology") and their structure, organization, and underlying data, information and source code constitute valuable proprietary information and trade secrets of rezora. User will not, and will not permit any third party to: (1) access or use the Services or the Site, in whole or in part, except as expressly provided in these TOS; (2) alter, modify, reproduce, or create derivative works of the Services or Technology; (3) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any of User's rights to access or use the Services, including, without limitation, providing outsourcing, service bureau, hosting, application service provider or on-line services to third parties, or otherwise make the Services, or access thereto, available to any third party; (4) reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code or method of operation of, or any trade secrets embodied, in the Services or the Technology (except to the extent the restriction of any of the foregoing is prohibited by applicable law); (5) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Site, Services or Technology; or (6) interfere in any manner with the operation or hosting of the Site, Services or Technology, or attempt to gain unauthorized access to the Site or the Services.
2.2 rezora Privacy Statement, Email and Anti-Spam Policies. All Services are provided subject to rezora's then-current privacy, email and spam policies posted on the Site. rezora may change any such policies applicable to the Services by posting the changes to the Site or otherwise notifying User through the Services of the change, such changes to take effect upon such notice. User is responsible for regularly reviewing such policies for changes that are posted from time to time. If User does not agree to such changes, then it must immediately notify rezora and this contract will be deemed terminated on the date of such notification. User will not access or otherwise use third party mailing lists in connection with preparing or distributing unsolicited e-mail to any third party.
2.3 Inappropriate Usage. Although rezora has no obligation to monitor the content provided by the User or its use of the Services, rezora may do so and may remove any such content or prohibit any use of the Services it believes may be (or is alleged to be) in violation of this Section.
3.1 Customer Service. Unless otherwise agreed to in writing by rezora, rezora provides limited support through the "support" form at the www.rezora.com site; emails about new support issues may result in a delayed response. Some support issues are outside of rezora's standard support capabilities, and such issues may be unable to be resolved. In other cases, support may be quoted to the requester on an individual basis and charged at rezora's then-prevailing consulting rates.
3.2 Web Browser Functionality. Many, but not all, web browsers are supported by rezora. Users should check back with the Site periodically to see if the desired browser or operating system is supported. It is understood that rezora makes no guarantee that HTML messages will be rendered properly on all recipients' e-mail programs, due to the wide variety of HTML generation tools available. rezora makes every attempt to make sure that all e-mail messages sent through our servers follow W3C and IETF e-mail standards, but we cannot guarantee that messages will look consistent across all e-mail platforms due to the number of different HTML composition tools available. For example, if User uses Microsoft Word to generate HTML e-mail messages, it is expected that recipients of such message using a non-Microsoft e-mail application may have difficulty reading that message. For best results rezora recommends, but does not guarantee, the use of HTML editors that generate HTML that adheres to W3C standards. rezora also provides a built-in browser-based HTML editor that may be used to compose an HTML message. This is provided as-is. rezora makes no guarantee that the HTML generated by the browser-based HTML editor will result in messages that look the same on all e-mail platforms.
rezora may terminate an Account immediately upon notice to User at any time for any reason. rezora may also immediately suspend access to the Site or Services, with or without notice to User, upon any breach of these TOS or of applicable law. Upon termination or expiration of these TOS for any reason: (a) all rights and subscriptions granted to User under these TOS will terminate; (b) User will immediately cease all use of and access to the Site and Services; (c) all Fees then owed will become immediately due and payable; (d) User will immediately either return to rezora or, at rezora's discretion, destroy the rezora Information, Account IDs, rezora Confidential Information, and other information related to these TOS in User's possession or control; and (e) for a fee, rezora will make available to User a copy of all User's Account data in rezora's possession in an electronic format and may thereafter delete all such data and other information relating to User from rezora's systems. Sections 2, 5, 6, 7, 8, 9 and 10 will survive any expiration or termination of these TOS.
rezora retains all right, title and interest, including, without limitation, all IPR (as defined below), in and to the Site, Services, Technology, rezora Information, and any additions, improvements, updates, or modifications thereto. User acknowledges that it is not receiving any ownership interest in or to any of the foregoing, and no right or license is granted to User to use them apart from its right to access the Services under these TOS. The rezora name, logo and the product and service names associated with the Services are trademarks of rezora (or its third party providers), and no right or license is granted to Subscriber to use them. For purposes of these TOS, "IPR" means any and all intellectual property rights, proprietary rights, rights of publicity, rights of privacy, and any and all other legal rights protecting data, information or intangible property throughout the world, including, without limitation, any and all copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, sui generis rights in databases, and contract rights.
6.1 rezora Information. The Services will provide User with access to certain text, files, images, graphics, illustrations, forms, templates, information, data, audio, video, photographs and other content ("Information") provided by rezora and its third party providers through the Services ("rezora Information"). Subject to these TOS, each User may: (a) access, store, display and print the rezora Information (without modification) solely for User's internal business purposes; and (b) distribute the rezora Information solely as permitted by the Services. Except as expressly provided in these TOS, User will not, and will not permit any third party to: (i) alter, modify, reproduce, or create derivative works of the rezora Information; (ii) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer the rezora Information, including, without limitation, providing outsourcing, service bureau, commercial hosting, application service provider or on-line services to third parties; or (iii) alter, obscure or remove any copyright, trademark or any other notices that are provided on or in connection with the rezora Information. Certain of the rezora Information includes or is based on Information provided by third party providers ("Third Party Information"). rezora does not endorse or recommend the Information included in any Third Party Information and is providing the Third Party Information as an administrative service to User. rezora uses commercially reasonable measures to ensure that the Third Party Information is reliable, but rezora cannot and does not verify the accuracy or completeness of the Third Party Information. rezora does not represent or endorse the accuracy or reliability of any Third Party Information and will not be responsible for the use of any Third Party Information. User will indemnify and hold harmless rezora from and against all losses, damages and liabilities (including all costs and expenses) arising out or relating to the Third Party Information or the use thereof by Subscriber, any User or any third party.
6.2 User Information. User will be solely responsible for all content provided or uploaded by, collected or obtained from, Subscriber through the Services, including, without limitation, all Information relating to Subscriber, the Users, or Subscriber's customers or potential customers ("User Information"). User grants to rezora all necessary rights and licenses in and to the User Information, and any applicable Subscriber trademarks, service marks and logos, necessary for rezora to provide and perform the Services and any other obligations under these TOS. User will not, and will not permit any third parties to, provide Subscriber Information, and User represents and warrants that none of the Subscriber Information: (a) infringes, misappropriates or violates any IPR of any third party, or is defamatory, harmful to minors, obscene or pornographic; (b) contains any viruses or programming routines intended to damage, surreptitiously intercept or expropriate any system, data or personal information; or (c) is false, misleading or inaccurate. User will maintain an adequate back-up of all Subscriber Information and rezora will not be responsible or liable for any deletion, correction, destruction, damage, loss or failure to store or back-up any Subscriber Information. rezora may take remedial action if any Subscriber Information violates this Section 6.2, provided that rezora is under no obligation to review any Subscriber Information for accuracy or potential liability. User represents and warrants to rezora that Subscriber has all right, title, interest and consent necessary to allow rezora to use the User Information for the purposes for which User provides User Information to rezora, including, without limitation, the delivery of any and all emails and other communications. Subscriber will indemnify and hold harmless rezora from and against all losses, damages and liabilities (including all costs and expenses) arising out or relating to the User Information or the use thereof by Subscriber or any third party.
(a) Customer Lists. rezora will not use or share User's customer list or any other customer information for any purposes other than to enable it to facilitate the Service.
(b) Account Inactivity. INACTIVE ACCOUNTS HAVE 30 DAYS TO BECOME ACTIVE OR THE ACCOUNT AND ITS DATA, MAY BE PERMANENTLY REMOVED FROM THE REZORA DATABASE.
(c) Data Retention & Deletion. rezora may purge data from any Account, in order to prevent the rezora core database from growing beyond its capacity. rezora may retain User data in its possession until Erased (as defined below) pursuant to this Subsection 6(c). rezora is not responsible for and may Erase: (i) copies of User data at any time following thirty (30) days after closure of an Account or termination of these TOS; and (ii) any or all copies of User data promptly after User's written request. Notwithstanding the foregoing, User may at any time instruct rezora to retain and not to Erase or otherwise delete User data, provided User may not require retention of data for more than sixty (60) days after termination of these TOS. ("Erase" refers to the destruction of data so that no copy of the data remains or can be accessed or restored in any way.)
EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 7, THE SITE AND SERVICES (AND ALL REZORA INFORMATION PROVIDED THROUGH THE SITE AND SERVICES) ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND REZORA AND ITS THIRD PARTY PROVIDERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO ANY SUBJECT MATTER OF THESE TOS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE OR NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY REZORA, ITS EMPLOYEES, DISTRIBUTORS, DEALERS, OR AGENTS WILL INCREASE THE SCOPE OF, OR CREATE ANY NEW WARRANTIES IN ADDITION TO, THE WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION 7.
REZORA WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN ANY WAY IN CONNECTION WITH OR OUT OF THE USE OF THE SITE, SERVICES (OR ANY REZORA INFORMATION PROVIDED THROUGH THE SITE OR SERVICES), EVEN IF REZORA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF DATA, OPPORTUNITY, REVENUES OR PROFITS, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. REZORA'S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THESE TOS AND ALL SERVICES PROVIDED UNDER THESE TOS, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE FEES PAID TO REZORA HEREUNDER IN THE 3 MONTHS PRECEDING ANY SUCH INITIAL OCCURRENCE OF LIABILITY (OR, IF NO SUCH FEES HAVE BEEN PAID, $100). IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, REZORA'S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
For purposes of these TOS, "Confidential Information" means all nonpublic information disclosed or made available under these TOS that relates to the Technology, the provision or receipt of the Services, or either party's financial condition, operations, customers or business. For the avoidance of doubt, the Services, Technology, and rezora Information are the Confidential Information of rezora. Each party agrees to protect the other party's Confidential Information with the degree of care that such party uses to protect its own confidential information of like nature, but in no case less than reasonable care. Each party agrees that, except as expressly directed by the other party, it will not at any time during or after the term of these TOS: (1) disclose any Confidential Information to any third party; (2) permit any third party to examine and/or make copies of any reports, documents or electronic data containing Confidential Information; or (3) use any of the Confidential Information for any reason other than for the purposes of these TOS. Each party may disclose Confidential Information to personnel having a need to receive the Confidential Information in the performance of their duties under these TOS, provided, however, that such personnel are informed of the confidentiality obligations hereunder and each party uses its best efforts to ensure their compliance therewith. If either party is required to disclose the other party's Confidential Information pursuant to any statute, regulation, order, subpoena or document discovery request, it will furnish notice of such disclosure to the other party as soon as practicable in order to afford such party the opportunity to seek a protective order and the party required to make such disclosure will reasonably cooperate in such efforts (at the other party's reasonable expense).
These TOS will be governed by the laws of the State of Colorado, without regard to or application of conflicts of law rules or principles. The parties explicitly disclaim the application of the United Nations Convention on the Sale of Goods. User may not remove or export from the United States or allow the export or re-export of the Services, or any direct product thereof, including technical data, in violation of any restrictions, laws, or regulations of the United States or any other applicable country. Any action, lawsuit or other legal proceeding related to these TOS must be brought exclusively in either the Federal or State Courts for the City and County of Denver, Colorado (or the courts having jurisdiction over those courts), and each party hereby irrevocably submits and waives any objection to the exclusive jurisdiction and forum of such courts. Any conflicts between this TOS and the master agreement under which these services were ordered shall be resolved in favor of that master agreement. If any provision of these TOS is held to be unenforceable, that provision will be removed to the extent necessary to comply with the law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with the law, and the remaining provisions will remain in full force. The prevailing party in any lawsuit or proceeding arising from or related to these TOS will be entitled to receive its costs, expert witness fees and reasonable attorneys' fees, including costs and fees on appeal. rezora will be excused from any failure in performance under these TOS for a reasonable period of time to the extent that such failure to perform results in whole or in part from causes beyond the reasonable control of rezora. Neither these TOS nor any rights or obligations of User hereunder may be assigned by User (in whole or in part and including by sale, merger or operation of law) without the prior written approval of rezora. rezora may assign these TOS to any party that assumes rezora's obligations hereunder. Any assignment in violation of the foregoing will be null and void. rezora is not a licensed real estate broker and does not broker real estate transactions or act as a real estate agent for User. The parties are independent parties, not agents, employees or employers of the other or joint venturers, and neither acquires any right hereunder or ability to bind or enter into any obligation on behalf of the other.
Last Updated: August 6, 2011