Terms of Service

1.1 “Applicable Data Protection Laws” means, all data protection and privacy laws and regulations of any jurisdiction directly applicable to Sendlio's Processing of the relevant Subscriber Personal Data under the Agreement, such as, to the extent applicable, the California Consumer Privacy Act, Cal. Civ. Code §§ 1798.100 et seq. (“CCPA”), and any U.S. state or national data protection laws as superseded, amended or replaced.

1.2 “Connected Account” means any third-party e-mail system or platform connected to, or integrated with, the Sendlio Service by or on behalf of Subscriber. Thid-party email systems or platforms created by Sendlio as part of its "Done-For-You Email Setup" shall be a "Connected Account" and shall be subject to the same terms and conditions as Connected Acccounts connected directly by Subscriber.

1.3 “Connected Account Data” means any data collected from, or provided by, any Connected Account.

1.4 “Sendlio Platform” or “Platform” means (i) the cloud-based technology, including application programming interfaces (“API”) and (ii) the mobile applications used by Sendlio to deliver the Sendlio Service to Subscriber.

1.5 “Sendlio Service” means the on-line service(s) made available through the https://sendlio.com website and the mobile application(s) available for download on third-party mobile application stores, delivered by Sendlio to Subscriber using the Sendlio Platform. The Sendlio Service offers various features and functionality, including, but not limited to, the Sendlio AI Tools, email management campaigns, contact information findings and call and SMS functionality for potential B2B leads.

1.6 “Intellectual Property Rights” means all past, present, and future rights of the following types, which may exist or be created under the laws of any jurisdiction in the world: (a) rights associated with works of authorship, including exclusive exploitation rights, copyrights, moral rights, and mask work rights; (b) trademark and trade name rights and similar rights; (c) trade secret rights; (d) patent, patent rights, and industrial property rights; (e) other proprietary rights of every kind and nature; and (f) rights in or relating to registrations, renewals, extensions, combinations, divisions, and reissues of, and applications for, any of the rights referred to in clauses (a) through (e) of this sentence.

1.7 “Performance Data” means any log files, metadata, telemetry data and other technical performance data automatically generated by the Sendlio Service relating to the use, performance, efficacy, reliability and/or accuracy of the Sendlio Service. For the avoidance of doubt, data related to the status of email validity and deliverability (e.g., bounced, invalid, valid, risky) for any email that is imported or added manually to the Sendlio Service will be considered Performance Data.

1.8 “Personal Data” has the meaning given in Applicable Data Protection Laws.

1.9 “Processing” (including “Process”, “Processes”, “Processed”, and other variants of the term) means any operation or set of operations that is performed upon Personal Data, whether or not by automatic means, such as collection, collation, recording, organization, storage, adaptation or alteration, retrieval, consultation, analysis, interpretation, compilation, aggregation, use, disclosure by transmission, dissemination, viewing, copying, deleting, or otherwise making available, alignment or combination, blocking or erasure, or destruction.

1.10 “Sending Policy" means the anti-spam policy.

2.1 Connected Accounts. In order to access many of the features and functions of the Sendlio Service, Subscriber will need to link one (1) or more Connected Accounts to the Sendlio Service.  By granting Sendlio access to any Connected Account, (i) Subscriber represents and warrants that it is entitled to disclose any log-in information provided by Subscriber in connection therewith (if applicable) and/or to grant Sendlio access to such Connected Accounts, (ii) Subscriber represents and warrants that it is in good standing with respect to such Connected Accounts, and (iii) Subscriber acknowledges that Sendlio may access any and all Connected Accounts and Connected Account Data in order to provide the Sendlio Service and otherwise in accordance with the terms of this Agreement, including, as examples, to send test emails or troubleshoot in order to ensure the functionality of the Sendlio Service. Subscriber further acknowledges and agrees that each Connected Account, including access to and use thereof and uptimes related thereto, is solely determined by the applicable provider of the relevant Connected Account. Sendlio will have no liability for any unavailability of any Connected Account, or any third-party provider's decision to discontinue, suspend or terminate any Connected Account.

2.2 Integrating Connected Accounts. Subscriber acknowledges and agrees that in order to properly onboard to the Sendlio Service and make full use of features and functions of the Sendlio Service, Subscriber will need to integrate or connect to Connected Accounts with the Sendlio Service. Subscriber agrees that it shall limit any Connected Accounts connected through custom IMAP-SMTP (that are not from Google, Outlook, Office365 or Zoho) to a reasonable volume. Sendlio's plans currently offer up to a maximum of one hundred (100) Connected Accounts per workspace, and Subscriber agrees not to exceed such limitation. Sendlio reserves the right, in its sole discretion, to take any necessary action to address any improper use to protect the quality and efficiency of the Sendlio Service.

3.1 Support. As part of the Sendlio Service, Sendlio will use commercially reasonable efforts to properly route e-mails sent by Subscriber and its Users to the recipients electronic mailboxes. Please refer to the Technical Parameters Addendum to better understand the limitations on Sendlio's ability to properly route e-mails and document the proper routing of such emails. To this end, Sendlio provides online automatic monitoring services, which are designed to enable Subscriber to update and modify mailing lists and emailing campaigns in real time. Subscriber may also subscribe to additional recommended services in order to improve the previously ordered Sendlio Service. However, if Subscriber has any support-related questions or concerns relating to the Sendlio Service, support will be provided in accordance with this Section 3.

3.2 Eligible Support Recipient. Subscriber will be responsible for appointing an administrator who will be in charge of collecting information and support requests from Users (“Eligible Support Recipient”). The Eligible Support Recipient may create a support ticket by sending a request to support@sendlio.com.

4.1 Access Rights. Commencing as of the date that Subscriber purchases or orders the applicable Sendlio Service, subject to the terms and conditions of this Agreement and Instantl's approval of your use of the Sendlio Service, Sendlio hereby grants to Subscriber a non-sublicensable, non-transferable, non-exclusive right and license to access and use the features and functionality of the Sendlio Service ordered by Subscriber solely for Subscriber's internal business purposes and solely in accordance with the terms of this Agreement and applicable laws. Sendlio has the right to refuse or limit your access to the Sendlio Service. When accessing and using the API, Subscriber shall limit API calls to a reasonable volume and Sendlio reserves the right, at its sole discretion, to take any necessary action to address improper use. Sendlio expressly reserves the right, at any time during the Term of the Agreement, to adapt, arrange and/or modify any of the features or functionality of the Sendlio Services (provided that any such modification does not materially adversely affect any material features or functionality of such Sendlio Services) or any components granting access and use rights to the Sendlio Service and the associated documentation, subject to any maintenance and support obligations herein.

4.2 Access and Security Guidelines. Each User will use his or her unique username and password or single sign on credentials to access the Platform pursuant to this Agreement (“Credentials”). Subscriber acknowledges and agrees that: (a) only Users are entitled to access the Platform with their unique Credentials; (b) it will provide to Sendlio information and other assistance as necessary to enable Sendlio to establish access to the Platform for the Users, and will verify all User requests for access to the Platform; (c) it will ensure that each unique Credentials will be used only by that User when accessing the Platform; (d) Subscriber is responsible for maintaining the confidentiality of all Users unique Credentials, and is solely responsible for all activities that occur under these User accounts; (e) Subscriber will notify Sendlio promptly of any actual or suspected unauthorized use of any account, Credentials, or any other breach or suspected breach of this Agreement; and (f) both Subscriber and User shall only provide data, information or content is accurate, complete, and up-to-date. Sendlio reserves the right to suspend, disable or terminate any User's access to the Platform that Sendlio reasonably determines may have been used by an unauthorized third party. The unique Credentials cannot be shared or used by more than one individual User to access the Platform.

4.3 Restrictions. Subscriber shall not, and shall procure that its Users shall not: (a) allow any third party to access the Platform or Sendlio Service except as expressly allowed herein; (b) modify, adapt, alter or translate the Platform or Sendlio Service; (c) sublicense, lease, sell, resell, rent, loan, distribute, transfer or otherwise allow the use of the Platform or Sendlio Service for the benefit of any unauthorized third party; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Platform or Sendlio Service, except as permitted by law; (e) interfere in any manner with the operation of the Platform, the Sendlio Service or the hardware and network used to operate the same, or attempt to probe, scan or test vulnerability of the Platform; (f) modify, copy or make derivative works based on any part of the Platform or Sendlio Service; (g) access or use the Platform or Sendlio Service to build a similar or competitive product or service or otherwise engage in competitive analysis or benchmarking; (h) attempt to access the Platform through any unapproved interface; (i) remove, alter, or obscure any proprietary notices (including copyright and trademark notices) of Sendlio or its licensors on the Platform or Sendlio Service or any copies thereof; (j) send promotional emails on behalf of third parties; or (k) otherwise use the Platform or Sendlio Service in any manner that exceeds the scope of use permitted under Section 4.1 or in a manner inconsistent with this Agreement (including the Technical Parameters Addendum and Sending Policy) or applicable law, including but not limited to the Telephone Consumer Protection Act (TCPA). Sendlio reserves the right to suspend Subscriber's access to the Platform and the Sendlio Service for any failure, or suspected failure, to comply with the foregoing conditions.

4.3 Restrictions. Subscriber shall not, and shall procure that its Users shall not: (a) allow any third party to access the Platform or Sendlio Service except as expressly allowed herein; (b) modify, adapt, alter or translate the Platform or Sendlio Service; (c) sublicense, lease, sell, resell, rent, loan, distribute, transfer or otherwise allow the use of the Platform or Sendlio Service for the benefit of any unauthorized third party; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Platform or Sendlio Service, except as permitted by law; (e) interfere in any manner with the operation of the Platform, the Sendlio Service or the hardware and network used to operate the same, or attempt to probe, scan or test vulnerability of the Platform; (f) modify, copy or make derivative works based on any part of the Platform or Sendlio Service; (g) access or use the Platform or Sendlio Service to build a similar or competitive product or service or otherwise engage in competitive analysis or benchmarking; (h) attempt to access the Platform through any unapproved interface; (i) remove, alter, or obscure any proprietary notices (including copyright and trademark notices) of Sendlio or its licensors on the Platform or Sendlio Service or any copies thereof; (j) send promotional emails on behalf of third parties; or (k) otherwise use the Platform or Sendlio Service in any manner that exceeds the scope of use permitted under Section 4.1 or in a manner inconsistent with this Agreement (including the Technical Parameters Addendum and Sending Policy) or applicable law, including but not limited to the Telephone Consumer Protection Act (TCPA). Sendlio reserves the right to suspend Subscriber's access to the Platform and the Sendlio Service for any failure, or suspected failure, to comply with the foregoing conditions.

5.1 Subscriptions. Sendlio offers various options and subscriptions plans to its clients, including free trials and paid plans. These options and plans, including relevant pricing, are available at https://Sendlio.ai/pricing. The pricing of these plans are in U.S. dollars and all payments will be made in U.S. dollars.

(a) Free trials: Free trials are non-paid access of the Sendlio Service subject to use restrictions (maximum limits to the number of daily and monthly emails and support ticket requests, restriction on API calls, etc.). Restrictions for such trials are set forth at https://Sendlio.ai/pricing. Subscriber may at any time terminate Subscriber's free trial or upgrade to a paid plan.

(b) Paid plans (“Email warm-up”, “Email outreach”, & “B2B Contact Data Tool”): These paid plans have lower use restriction limits than the self-service free subscriptions. Premium features may also be added to these plans. Subscriber's paid subscription shall be due and payable either on a monthly or yearly basis in advance from the date of Subscriber's first paid subscription and will be automatically renewed thereafter on the same basis, subject to the full payment in advance of the fees due. Subscriber may not re-subscribe to the same paid monthly plan within twenty-one (21) days for the same account. Subscriber may at any time terminate Subscriber's paid self-service plan and Subscriber will have the right to continue to access and use the Sendlio Service through the end of the subscription plan for which Subscriber has paid. However, Sendlio shall not reimburse Subscriber for any unused Fees paid for a started month or year, even on a pro rata basis. It is Subscriber's responsibility to anticipate the termination of the plan to make it effective at the most convenient time.

(c) Automatic Renewal. Under a paid plan, the subscription will continue and automatically renew at Company's then-current price for such Subscription until terminated in accordance with this Agreement. The frequency at which the subscription renews (i.e., monthly, annually, etc.) will be designated at the time at Subscriber signs up for the subscription. By subscribing, Subscriber authorizes Sendlio to charge the payment method designated in their account now, and again at the beginning of any subsequent subscription period. Upon renewal of the subscription, if Sendlio does not receive payment, (i) Subscriber shall pay all amounts due on their account upon demand and/or (ii) Subscriber agrees that Sendlio may either terminate or suspend the subscription and continue to attempt to charge the designated payment method until payment is received (upon receipt of payment, the subscription will be activated and for purposes of automatic renewal, Subscriber's new subscription commitment period will begin as of the day payment was received).

5.2 Fees. Subscriber will pay Sendlio the fees for the Sendlio Service upon checkout, and thereafter, at such intervals in accordance with Subscriber's selected plan at checkout (“Fees”). Fees for plans listed above do not include the cost of equipment and Internet access enabling use of the Sendlio Service, the costs of which shall be borne by Subscriber. All Fees are due in advance of each Subscription Term. Payment may be made by credit card or direct debit. Subscriber authorizes Sendlio to charge the credit card or bank account Subscriber provides to Sendlio for any and all costs and amounts that Subscriber owes Sendlio for the Sendlio Service, at the time such amounts are due. Subscriber shall maintain complete, accurate and up-to-date Subscriber billing and contact information. In the event Subscriber exceeds number of transactions for which applicable Fees have been paid, Subscriber will be invoiced for such overage in accordance with the then-current overage fee rates in arrears. Sendlio may increase the applicable Fees upon the commencement of any Renewal Order Term (as defined below).

5.3 Taxes and Invoicing. All Fees owed by Subscriber in connection with this Agreement are exclusive of, and Subscriber shall pay, all sales, use, excise and other taxes and applicable export and import fees, customs duties and similar charges that may be levied upon Subscriber in connection with this Agreement, except for employment taxes and taxes based on Sendlio's income. If Subscriber believes that Sendlio has incorrectly billed Subscriber, Subscriber must notify Sendlio no later than sixty (60) days after the due date on the first invoice in which the issue appeared.

5.4 Late Payments. In the event of any delay in payment, Sendlio will have the right to recover interest on late payments at a monthly rate of 1.5% (or the highest permitted by applicable law, if lower), any collections fees, and other amounts as allowed by law. Sendlio reserves the right (in addition to any other rights or remedies Sendlio may have), upon written notice, to discontinue the Sendlio Service and immediately suspend Subscriber's access to the Sendlio Service if any Fees are more than thirty (30) days overdue until such amounts are paid in full. Subscriber agrees to pay all Fees associated with Subscriber's paid plan, even in the event that any of Subscriber's emails may be blocked by a third party or may otherwise not reach their recipient, as intended by Subscriber. To better understand the limits of the Sendlio Service and how the Sendlio Service are reported back to Subscriber, please review the Technical Parameters Addendum.

6.1 Sendlio Platform and Technology. Subscriber acknowledges that Sendlio retains all right, title and interest in and to the Sendlio Platform, including all algorithms, AI, language and visual models and improvements thereto, Integration Tools and all software and all Sendlio proprietary information and technology used by Sendlio or provided to Subscriber in connection with the Sendlio Service (the “Sendlio Technology”), and that the Sendlio Technology is protected by Intellectual Property Rights owned by or licensed to Sendlio. Without limiting the generality of the foregoing, the “Sendlio” name, and all other trademarks and service marks of Sendlio are owned by Sendlio. Subscriber shall not have any right to use the Trademarks without Sendlio's prior written consent. All content on https://Sendlio.ai and otherwise available on the Sendlio Service, including graphics, logos, page headers, icons, and service names, are the property of Sendlio and its affiliates. Other trademarks that appear on https://Sendlio.ai or throughout the Sendlio Service is the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Sendlio. Other than as expressly set forth in this Agreement, no license or other rights in the Sendlio Technology are granted to the Subscriber. Subscriber hereby grants Sendlio a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Sendlio Service any suggestions, enhancement requests, recommendations or other feedback provided by Subscriber, including Users, relating to the Sendlio Service. Sendlio shall not identify Subscriber as the source of any such feedback.

6.2 Responsibility for Subscriber Data. Subscriber is solely responsible for any and all obligations with respect to the accuracy, quality and legality of Subscriber Data, including lead lists from third parties.

Subscriber will obtain all third party licenses, consents and permissions needed for Sendlio to receive, use and Process the Subscriber Data to provide the Sendlio Service. Without limiting the foregoing, Subscriber will be solely responsible for (i) providing all appropriate privacy notices to all third parties (including all Users); and obtaining from all third parties (including all Users) all necessary consents and rights for Sendlio to receive, use and Process the Subscriber Data submitted by or on behalf of Subscriber or Users for the purposes set forth in this Agreement, including all consents required in accordance with all Applicable Data Protection Laws. Subscriber represents and warrants that the Subscriber Data will not: infringe, misappropriate or violate any intellectual property, proprietary, or other right of any third party; contain any virus or program designed to cause damage, intercept or misappropriate any system or Personal Data in a fraudulent manner; contain any unlawful, bullying, harassing, libelous, abusive, threatening, harmful, vulgar, obscene orotherwise objectionable material of any kind or nature or any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable laws or regulations; contain any sensitive Personal Data, including social security number, individually identifiable health or health insurance information, bank account information or credit card information; be false, misleading or inaccurate; or, be in breach of the Sending Policy. In the event of any breach by Subscriber of this Section 6.2, including the Sending Policy, or if Sendlio suspects or has reason to believe that Subscriber is in breach hereof, then Sendlio may, without any further obligation liability to Subscriber, suspend and/or terminate this Agreement (or limit Subscriber's sending capabilities or rights) immediately upon written notice and close Subscriber's master account.

6.3 License to Subscriber Data. Subscriber retains all right, title and interest in and to the Subscriber Data.Subscriber hereby grants to Sendlio a non-exclusive, worldwide, royalty-free and fully paid-up license to: (a) access and use Subscriber Data to provide the Sendlio Service to Subscriber; and (b) collect and compile data and information related to Subscriber Data that is used by Subscriber in a de-identified, aggregated and/or anonymized manner to improve the Sendlio Service (“Aggregated Data”);provided, that, the license grant in subpart (b) shall be perpetual and irrevocable. Subscriber represents and warrants that it has all necessary rights to grant Sendlio the foregoing licenses. Without limiting the generality of the foregoing, Subscriber acknowledges and agrees that the foregoing license includes the right for Sendlio to verify all emails uploaded to the Sendlio Service in an effort to provide high-quality deliverability standards, lower bounce rates, and maintain a high deliverability reputation for our customers. Email addresses that are detected as invalid will be blocked by the Sendlio Service and the applicable User will not be able to send emails to the invalid address via the Sendlio Service. Further, Subscriber acknowledges and agrees that Personal Data of Users submitted to or through the Sendlio Service will be used in accordance with the privacy policy set forth at https://Sendlio.ai/privacy.

6.4 Aggregated Data. As between Sendlio and Subscriber, all right, title, and interest in Aggregated Data, and all Intellectual Property Rights therein, belong to and are retained solely by Sendlio. Subscriber agrees that Sendlio may (i) make Aggregated Data publicly available in compliance with applicable law, and (ii) use Aggregated Data to the extent and in the manner permitted under applicable law; provided that such Aggregated Data does not identify Subscriber or Subscriber's Confidential Information.