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Date:29th April,2025
These Terms of Service govern the Services delivered by TRUESEND to you (the Customer), as specified in the relevant service agreement or order.
By subscribing to or utilizing these Services, you confirm that you have read and agree, without exception, to be bound by the most current version of these Terms.
The Services are intended exclusively for professional use and are not available to individuals under the age of 18.
1.1) "Affiliate" means any entity that owns a party, is owned by a party, or is under common control with that party.
1.2) "Agreement" refers collectively to the Service Order, these Terms of Service, and any other documents referenced within these Terms of Service, all of which together constitute the entire contract between the Customer and Truesend.
1.3) "Configuration Requirements" signifies those specifications essential for performing the Services, such as a required reference architecture, documentation, or software version.
1.4)"Control Panel" refers to the customer portal accessible to you, containing details like applicable pricing terms for your use of the Services and the users designated to receive support.
1.5)"Customer Configuration" denotes any configuration or information technology system managed by you that is needed to enable the Services or to which the Services pertain.
1.6) "Customer Data" includes all data that you receive, store, or transmit on or using the Customer Configuration.
1.7) "Deliverables" are the tangible or intangible materials prepared for your use during the performance of the Services, which are specifically identified and described as Deliverables within a Service Order.
1.9) "Representatives" means a party’s respective service providers, officers, directors, employees, contractors, Affiliates, suppliers, and agents.
1.10) "Services" refers to the specific services identified in a relevant Service Order.
1.11) "SLA" denotes any provision providing a specified credit remedy for an identified failure to deliver or provide the Services to the identified standard.
1.12)"Service Order" is the document which describes the Services you are purchasing, including any online order, process, or tool through which you request or provision Services.
2.1) Eligibility:
To use this Service,
By using the Service, you represent and warrant (making a legally binding promise) that you meet all these requirements and commit to not using the Service in a manner that violates any laws or regulations. Truesend reserves the right to refuse service, close accounts, and modify eligibility criteria at any time.
2.2) Closing your account:
You or the Truesend may terminate this Agreement at any time and for any reason; you may initiate termination by closing your account, while the Truesend may do so by providing notice to you. Truesend also reserves the right to suspend your access to the Service at any time, with or without cause. Except as explicitly stated elsewhere in these Terms, no refunds or reimbursements will be issued for any reason, including termination or suspension. If your account remains inactive for 24 or more months,Truesend may terminate it, resulting in the forfeiture of any prepaid amounts or unused credits without refund. Upon account termination, you acknowledge and agree that the Truesend may permanently delete your account and all associated data, including your specific content or campaigns. Please note that usernames are unique and cannot be reclaimed or reused on any future accounts once an account has been terminated.
2.3) Changes:
Truesend may modify any of these Terms by posting the revised version on its official website. Unless you choose to terminate your account, the updated Terms will become effective immediately upon posting, or on the effective date indicated within them, and will apply to any continued or new use of the Service. Truesend also reserves the right to change the Service, its Add-ons, or any specific features at any time, and may discontinue the Service, Add-ons, or features entirely without incurring liability to you for any such modification, suspension, termination, or discontinuation.
2.4) Password and Dispute:
You are responsible for keeping your account login details confidential and for all activity occurring under any account you access, whether authorized or not (unless it's a direct action by us not performed per your instructions). You must immediately notify us of any unauthorized account access or use. We are not liable for losses from stolen or hacked passwords and, for security reasons, can only provide instructions for password resets, not access your current password. We reserve the right to update your contact information for billing purposes. You warrant(assured) that all information you provide upon establishing and using the account is and will remain complete and accurate, and we may use this information to contact you or associated users.
3.1) The Truesend will deliver the Services in accordance with the governing Agreement and all applicable laws. However, there is no obligation for Truesend to deliver Services for customer setups or configurations that fail to meet the specified technical requirements. Support will be provided solely to the individuals designated by you within the account management interface.
3.2) Truesend guarantees that its core services, specifically including the List, SMTP, Warmup and Inbox placement services as listed on our official status page, will be available 99.99% of the time in any given calendar month, excluding periods of scheduled maintenance.
3.3) Truesend will make reasonable efforts to deliver your email messages, but ultimate delivery cannot be guaranteed. Factors beyond our control, such as third-party filtering systems and the specific policies of recipient email services, may prevent messages from reaching their destination successfully. Therefore, Truesend is not responsible for failures in email delivery or issues arising from data transfer over the internet, which we do not control.
3.4) Truesend makes no commitment to provide any services beyond those explicitly stated in the Service Order. We are not liable to you or any third party for unauthorized access to your data or unauthorized use of the Services, except where such incidents are solely caused by our failure to meet our stated security obligations outlined in the Agreement. We expressly reserve the right, at any time during the Agreement term, to adapt, arrange, or modify service components and documentation, provided that maintenance and support commitments are upheld. Furthermore, we may discontinue platforms deemed obsolete and migrate services to new infrastructure, and in such cases, we will strive to inform you as early as possible.
4.1) You agree to use the Services strictly for commercial and professional purposes and acknowledge they must not be used in any situation where their failure or fault could potentially lead to death, serious bodily injury, or significant physical or environmental damage. You must facilitate reasonable access for Truesend to perform the Services and handle invoicing, and cooperate with our reasonable investigations into outages, security issues, or suspected breaches of the Agreement. Maintaining up-to-date account permissions, billing details, and other account information is your responsibility. Your use of the Services must adhere to the Truesend’'s Acceptable Use Policy (AUP) , accessible on our website. You are solely responsible for determining the suitability of the Services for your purposes and ensuring compliance with all applicable laws, such as export and data privacy regulations, and you must ensure your own users also comply with the Agreement, including the AUP. In cases where we find your actions or omissions violate the AUP, we reserve the right to take necessary actions to safeguard our Services, platforms, network integrity, other customers, or to comply with relevant legal or regulatory requirements.
4.2) Truesend may suspend the Services, in whole or in part, without liability under several conditions: if we reasonably believe the Services are being used in violation of the Agreement (including the Acceptable Use Policy - AUP);
Moreover, if suspensions occur for these reasons more than twice in a calendar month or three times during the applicable service term, Truesend reserves the right to immediately terminate the Agreement for cause upon written notice, in addition to pursuing any other remedies available at law or in equity.
5.1) You agree to pay the fees for the Services according to the rates and charges specified in your account interface or Service Order. If you have arranged for payment via credit card or a similar method, you authorize Truesend to charge your designated account. Payments must be made in the currency identified in your account interface or Service Order, and you are solely responsible for any wire transfer or other bank fees associated with making these payments.
5.2) Truesend reserves the right to revise the pricing for the Services at any time, providing notice as outlined in these Terms.For customers under a current Service Order, any increases in rates or charges will typically take effect at the commencement of the next renewal term, amending the Service Order accordingly.
5.3) All amounts due to Truesend under the Agreement are exclusive of value-added, goods and services, sales, use, and similar taxes (collectively, "Tax"). You are responsible for paying any applicable Tax, unless you provide satisfactory evidence of your exemption in advance of invoicing, along with accurate documentation sufficient for us to determine tax obligations. Payments must be made without withholding or deduction, except for legally required withholding taxes on income attributable to Truesend in connection with the Services ("Local Withholding Taxes"). If you are legally mandated to withhold such Local Withholding Taxes, you must timely provide us with accurate factual proof of your payment to the relevant tax authority, after which we will credit that amount to your account balance.
5.4) Unless otherwise specified in Truesend or your account interface, if any Services require performance at your physical premises, you agree to reimburse the Service Provider for the actual, substantiated out-of-pocket expenses incurred by our personnel or representatives for that work.
Refer to the PRIVACY Policy for further information on Truesend’s Data Privacy policy.
7.1) Each party shall retain exclusive ownership of Intellectual Property they created, authored, or invented before the Services began. Should you provide Truesend with your pre-existing Intellectual Property ("Customer IP"), you hereby grant us a limited, worldwide, non-transferable, royalty-free right and license, lasting for the term of the applicable Service Order, solely to use the Customer IP for the purpose of providing the Services (with the right to sub-license only where necessary to perform these Services). You represent and warrant that you hold all necessary rights in the Customer IP to grant this license and that the Truesend use of such Customer IP under this license will not infringe on any third party's Intellectual Property rights.
7.2) Unless otherwise specifically agreed in the applicable Service Order, and explicitly excluding any Customer IP, Truesend shall retain ownership of all Intellectual Property created as part of providing the Services or contained in any resulting Deliverables. Subject to your payment in full for the relevant Services and unless stated differently in the Agreement, Truesend grants you a limited, non-exclusive, non-transferable, royalty-free right and license (without the right to sublicense) to use any Deliverables. Furthermore, during the term of the Service Order, this license extends to any Intellectual Property (excluding Third Party Software) provided by us as part of the Services, solely for your internal use as necessary to receive the benefit of the Services.
8.1) This Agreement shall remain in effect and continue until such time as it is terminated according to its own provisions, or upon the termination of the final active Service Order associated with it, whichever of these events occurs later.
8.2) Either party may terminate the Agreement or the specific Service Order(s) affected for cause by providing written notice if the other party commits a material breach of the Agreement.
8.3)Either party may terminate the Agreement and any associated Service Order(s) upon written notice if the other party enters into compulsory or voluntary liquidation, ceases its business operations for any reason, or takes or suffers any similar action leading the notifying party to reasonably believe that the other party may be unable to pay its debts. Notwithstanding any other provision in the Agreement, upon such an event occurring, all fees for the Services become immediately due and payable.
If Truesend, its Affiliates, or any of their representatives (collectively, the "Indemnitees") face a legal claim from a third party due to your actual or alleged willful misconduct, breach of applicable law, failure to meet the security obligations required by the Agreement, violation of your agreements with your own customers or end users, or your violation of the Intellectual Property section of this Agreement, then such circumstances may result in the termination of your account by Truesend and you agree to pay the costs associated with defending the claim, including reasonable legal fees. Your responsibilities under this clause encompass claims stemming from the acts or omissions of your employees, agents, any individual you've granted access to your service configuration, and any person who accesses your configuration due to your failure to use reasonable security precautions, even if such actions were not authorized by you.
10.1) Neither party will be deemed in violation of the Agreement if a failure to perform its obligations is caused by an extraordinary event beyond its reasonable control, including but not limited to significant power grid failures, major internet disruptions, natural disasters, war, riots, epidemics, strikes or labor actions, or acts of terrorism.
10.2) Should a Force Majeure event occur, the Agreement will be automatically suspended for the duration of the event, and neither party shall be liable for the resulting non-performance or delay, provided the affected party promptly notifies the other in writing of its inability to perform and uses reasonable efforts to resume performance as soon as possible. Notwithstanding these provisions, a Force Majeure event does not excuse or delay any obligations related to payments, confidentiality, or Intellectual Property Rights.
11.1) Notwithstanding any other provision in the Agreement, the maximum aggregate monetary liability of Truesend and any of its representatives in connection with the Services or this Agreement, under any theory of law, shall be limited. This limit shall not exceed the total amount paid by you for the specific Services subject to the claim during the twelve months immediately preceding the event(s) giving rise to the claim.However, this limitation does not apply to liability arising from death or personal injury caused by negligence, willful misconduct, fraudulent misrepresentation, or any other loss or damages for which such limitation is expressly prohibited by applicable law.
11.2) Neither party shall be liable to the other for any indirect, special, incidental, exemplary, or consequential loss or damages of any kind. Furthermore, neither party is liable for any loss that could have been avoided by the damaged party's use of reasonable diligence, even if the party potentially responsible for the damages had been advised or should have been aware of the possibility of such damages. In no event shall either party be liable to the other for any punitive damages or losses related to profits, data, revenue, business opportunities, customers, contracts, goodwill, or reputation.
Unless otherwise agreed in the Service Order, you acknowledge and agree that the Truesend may publicly disclose that it is providing Services to you and may use your name and logo to identify you in promotional materials, including press releases. Conversely, you may not issue any press release or publicity regarding the Agreement, use the Truesend's name, logo, or other identifying indicia, or publicly disclose that you are using the Services, without first obtaining the Truesend's prior written consent.
Link to Laws and Regulations to be followed.
14.1) If any part of this Agreement is determined to be unenforceable, the remaining provisions shall continue in full force and effect. The unenforceable part will be reformed to the greatest extent possible to make it enforceable while preserving the overall business intent of the Agreement. Each party's ability to enforce its rights under this Agreement remains intact, even if they have previously waived or failed to enforce the same or other rights. The parties operate solely as independent contractors, not as business partners or agents of one another, and neither party possesses the authority to bind the other to any agreement with a third party.
14.2) This Agreement embodies the complete and exclusive understanding between the parties concerning its subject matter. It supersedes and entirely replaces any prior or contemporaneous representations, agreements, or understandings, whether written or oral, pertaining to this subject matter.
