EasySend Terms of Service
PLEASE READ THE FOLLOWING CAREFULLY BEFORE USING, ACCESSING or SUBSCRIBING TO THIS PLATFORM.
By clicking the “accept” or “ok” button, or connecting to, accessing or using the EasySend platform which enables the creation and management of digital processes (“Platform”), you expressly acknowledge and agree that you, on your behalf as an individual and on behalf of the company you represent (“Organization”), if applicable (“you” or “User”), are entering into a legal agreement with EasySend Ltd. and/or its affiliates (“EasySend”, “we”, “us” or “our”), and have understood and agree to comply with, and be legally bound by, the terms and conditions set below (the “Terms”) and you agree to be bound by them and to comply with all applicable laws and regulations regarding your use of the Platform. If you do not agree to comply with and be bound by these Terms or do not have authority to bind your employer or other legal entity, please do not accept these Terms or access or use the Platform.
If your Organization has separately entered into an agreement to receive access and use of the Platform directly with EasySend (“Direct Agreement”), then, for as long as the Direct Agreement is in effect, the Direct Agreement will govern our relationship with the Organization and its access and use of the Platform and these Terms shall not apply to such Organization. However, these Terms shall still apply personally to all individuals who access and use the Platform.
If you or your Organization has separately entered into an agreement to receive access and use of the Platform with a reseller or distributor of Platform licenses (a “Reseller”), then these Terms shall also apply to your access and use of the Platform. Any warranties or promises made to you by the Reseller in such agreement or otherwise are the sole responsibility of the Reseller, and you may only seek redress for any breaches of such agreement, or fulfillment of any other obligations undertaken by the Reseller from the Reseller, and not from EasySend.
You hereby waive any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law. If you do not agree to be bound by these Terms please do not access or use the Platform.
- Description of the Services
The Platform is made available to you on a software-as-a-service (SaaS) basis and includes a builder and/or a dashboard to enable the creation and management of digital processes (“eforms”) which are used for the purpose of collecting and processing information, applications, registrations, or requests or otherwise interact with customers, end users, website visitors, employees (“End Users”), and the publication and management of the eforms, including related code and scripts, produced through the Platform, on Organization’s websites, applications, or other digital platforms (“Digital Properties”). References to the “Platform” in these Terms include, without limitation, the Platform builder and/or dashboard any documentation provided or made available by EasySend (“Documentation”) any software, code or scripts provided by or made available by EasySend or through the Platform, including for the purposes of installing or accessing the Platform or embedding eforms on Digital Properties.
If you access and use the Platform, you represent and warrant that you are at least 18 years old. You hereby represent that you possess the legal authority to enter into these Terms on your behalf and to form a binding agreement under any applicable law, to use the Platform in accordance with these Terms, and to fully perform your obligations hereunder.
- Registration and User Account
- Subscription to the services
- Right to Use. Subject to your compliance with these Terms and payment of all amounts due under the applicable Purchase Order (as defined below), EasySend grants you a right to use and remotely access (i.e. on a SaaS basis) the Platform; solely for the Organization’s internal business purposes (the “Right to Use”) in accordance with, and subject to, the personal, non-exclusive, revocable, non-perpetual, non-transferrable, non-assignable, non-sublicensable and limited license granted to the Organization (the “License”) as set forth in the applicable subscription agreement between the Organization and the Platform Supplier (the “Subscription Agreement”).. The Right to Use shall be limited to the number of authorized Accounts specified in the applicable agreement between you and EasySend or the Reseller who sold you a license to the Platform. The Right to Use granted hereunder will automatically expire in case you are no longer engaged with the Organization.
- Purchase Order. Other than limited Trial Subscriptions, which in this case please refer to sub-section 4.3 below, your subscription to the Platform is subject to any restrictions or limitations set forth in the Purchase Order and Subscription Agreement, including the number of your personnel (i.e., technicians) who may access the Platform (“Permitted Users“). “Purchase Order” means the Platform Supplier’s then-current order form executed between the Organization and Platform Supplier. Use of the service or your Account by more Permitted Users than permitted in the Purchase Order may incur additional fees, result in suspension or termination of these Terms, your Account or access by the applicable Permitted Users or other penalties, or any combination of the above, as determined by Platform Supplier in its sole discretion.
- Trial Subscription. We may offer a free, no-obligations trial subscription to the Platform (“Trial Subscription“). The Trial Subscription, if any, shall commence on the date that you commence access or use of, as applicable, the Platform and will conclude at the end of the trial period displayed on the Purchase Order (as defined above), or sooner if: (i) you upgrade your subscription by beginning to pay the applicable fees for the Platform, or (ii) your use of the Platform is terminated in accordance with these Terms. You acknowledge and agree that these Terms are applicable and binding upon you during the Trial Subscription period and that EasySend does not make any commitments in connection with the Platform during the Trial Subscription period. We reserve the right to modify, cancel and/or limit this Trial Subscription offer at any time.
Other than limited Trial Subscriptions, access to and use of the Platform is subject to a subscription payment by the Organization, in accordance with the payment specified in the applicable Purchase Order and/or Subscription Agreement, as may be amended from time to time. We may suspend or terminate your access and use of the Platform in the event of your failure to pay any amounts due.
Except as specifically permitted herein, without the prior written consent of EasySend, you must not, and shall not allow any third party to, directly or indirectly: (i) give, sell, rent, lease, timeshare, sublicense, disclose, publish, assign, market, transfer or distribute any portion of the Platform to any third party or make the Platform available in any service bureau or hosted or managed services arrangement or the eforms available on any other website, mobile software application or other digital publication other than Organization’s Digital Properties; (ii) circumvent, disable or otherwise interfere with security-related features of the Platform or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Platform; (iii) reverse engineer, decompile or disassemble the Platform or any components thereof; (iv) modify, translate, patch, alter, change or create any derivative works from the Platform, or any part thereof; (v) use any robot, spider, scraper, or other automated means to access the Platform for any purpose; (vi) take any action that imposes or may impose (at EasySend’s sole discretion) an unreasonable or disproportionately large load on EasySend’s or its third party service providers’ infrastructure; (vii) interfere or attempt to interfere with the integrity or proper working of the Platform, or any related activities; (viii) remove, deface, obscure, or alter EasySend’s or any third party’s copyright notices, trademarks, text or hyperlinks or other proprietary material affixed to or provided as part of the Platform, or use or display logos of the Platform differing from EasySend’s own without EasySend’s prior written approval; (ix) use or access the Platform to develop a competing service or product; (x) use the Platform on, or with, a Digital Property which contains, transmits, displays or otherwise processes content which (a) is obscene, vulgar, profane, sexually explicit, defamatory, religiously inflammatory, violent, inciting, threatening, discriminatory or hate speech directed at an individual or group (e.g., based on race, ethnicity, gender, sexual orientation, religion or nationality); (b) is related to the promotion or sale of weapons, illicit drugs, or pornography, or illegal items, services or activities; (c) infringes the rights of third parties; or (d) negatively impacts the reputation and goodwill of EasySend in any way (all of the foregoing to be determined in EasySend’s sole discretion); and/or (xi) use the Platform in any unlawful manner (including without limitation violation of any data protection or privacy legislation) or in breach of these Terms.
You acknowledge that the foregoing Right to Use granted under these Terms may be further subject to User’s compliance with additional use restrictions and/or limitations specified in the applicable Subscription Agreement, which, for the avoidance of doubt, are in addition to, and without derogating from, any other use restrictions set forth herein.
- Using Third Party Services
The Platform may contain features and functionalities that may link you or provide you with access to third party content which is completely independent of EasySend. Your interactions and business dealings with organizations and/or individuals found on or through the Platform, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that EasySend shall not be responsible or liable for any loss or damage as a result of any such dealings or interactions.
- License to Data. As part of or in connection with your use of the Platform, you may upload and provide to EasySend certain documents (such as .PDF files), images, text and other content and materials (“User Content”), or other information and data, including, without limitation, information relating to an identified or identifiable individual (collectively, and including User Content, “User Data”). You hereby grant EasySend a non-exclusive, royalty-free, sublicensable, transferable and worldwide license to reproduce, modify, create derivative works based upon, display, perform (including publicly), broadcast and use the User Data in order to provide and make the Platform available to you. As between you and EasySend, all User Data shall be owned solely and exclusively by you and your licensors.
- Responsibility. You represent and warrant that: (i) you own or has obtained the rights to all of the intellectual property rights subsisting in the User Data and has the right to grant EasySend the foregoing licenses; and (ii) the User Data, the use thereof by you or EasySend in accordance with these Terms does not infringe or violate any intellectual property rights or other rights of any third party or any applicable law. You shall remain solely responsible and liable for User Data and shall defend, indemnify, and hold harmless EasySend and its affiliates from and against any claims, actions, demands, proceedings, damages, liabilities, losses, costs and expenses (including reasonable attorney’s fees and litigation costs) arising out of User Data, and EasySend’s receipt and use thereof in accordance with these Terms or the breach of this Section 8.2.
- Availability. You acknowledge and agree that: (i) the Platform is not intended to function as an archive or file storage service and you do not store all data or content that you or the Organization may provide; and (ii) you are solely responsible for the backup of User Data. Without limitation to the foregoing, EasySend shall make commercially reasonable efforts to permit you to receive or download the User Data stored on your Account within thirty (30) days of termination of these Terms. Such obligation shall not apply in the event of termination by EasySend due to breach by you or the Organization, EasySend reasonably suspects abuse of your Account, or Section 20.1 (Suspension) below may otherwise apply.
- Security. EasySend agrees to implement reasonable security measures to protect User Data and will, at a minimum, utilize industry standard security procedures. However, because of the nature of the Platform, which collects information that is conveyed over the public internet, EasySend shall not be held liable for any damage caused as a result of your use of the Platform, their unavailability, any error or faults in the Platform.
- Intellectual Property Rights
The Platform, the Documentation and any and all intellectual property rights pertaining thereto, whether or not registered or capable of being registered (collectively, “Intellectual Property”), are owned by and/or licensed to EasySend and are protected by applicable patent, copyright and other intellectual property laws and/or international conventions and treaties. All rights not expressly granted to you hereunder are reserved by EasySend and its licensors. These Terms do not convey to you an interest in or to the EasySend’s Intellectual Property but only a limited revocable right of use in accordance with these Terms. Nothing in these Terms constitutes a waiver of EasySend’s Intellectual Property under any law.
To the extent you provide any feedbacks, comments or suggestions to EasySend regarding the Platform (“Feedback”), you hereby grant EasySend a worldwide, non-exclusive, sublicensable (including in unlimited tiers), transferable, perpetual, irrevocable, royalty-free, and fully paid license to use, modify, distribute, create derivative works of, publicly display and perform, broadcast, sell, make, import, export, and otherwise fully exploit such Feedback, for any use and purpose whatsoever. It is further understood that use of Feedback, if any, may be made by EasySend at its sole discretion, and that EasySend in no way shall be obliged to make use of any kind of the Feedback or part thereof.
- Trademarks and Trade names
EasySend’s marks and logos and all other proprietary identifiers used by EasySend in connection with these Terms (“EasySend Trademarks”) are all trademarks and/or trade names of EasySend, whether or not registered. All other trademarks, service marks, trade names and logos which may appear on the Platform belong to their respective owners (“Third Party Marks”). No right, license, or interest to EasySend Trademarks and the Third Party Marks is granted hereunder, and you agree that no such right, license, or interest may be asserted by you with respect thereto and therefore you will avoid using any of those marks, except as permitted herein.
- Confidential Information
You agree to keep confidential and to use only for purposes permitted under these Terms, any EasySend proprietary or confidential information disclosed to you pursuant to these Terms or in connection with your use of the Platform which is marked as confidential or is identified at the time of disclosure as confidential or which would reasonably be considered confidential or proprietary in nature. The obligation of confidentiality shall not apply to information which is publicly available through authorized disclosure, is rightfully known by you prior to the time of disclosure as evidenced in writing, is rightfully obtained from a third party who has the right to disclose it, or which is required by law, government order or request to be disclosed (provided that you shall give written notice to EasySend of such disclosure and an opportunity, at EasySend’s expense, to resist or restrain the scope of such request). Upon any termination of your subscription to the Service, you shall return to us all EasySend confidential information, and all copies thereof, in your possession, custody or control unless otherwise expressly provided in these Terms.
EasySend reserves the right to remove, modify, correct, and make any other changes to the Platform or any part thereof without notice to you at any time. Some functions may be limited, suspended or restricted by geography, volume, duration or any other criteria decided by EasySend in its sole discretion. EasySend is not responsible for any errors or malfunctions that may occur in connection with the performance of such changes.
- Disclaimers and No Warranties
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT TO THE EXTENT EXPLICITLY STATED OTHERWISE IN THESE TERMS: THE PLATFORM, ANY PORTION THEREOF, SUPPORT, PROFESSIONAL, AND OTHER SERVICES, AND ANY MATERIALS OR INFORMATION PROVIDED OR MADE AVAILABLE BY EASYSEND, ITS AFFILIATES OR ANY THIRD PARTY ON ITS OR THEIR BEHALF, ARE PROVIDED “AS IS”, WITHOUT ANY REPRESENTATION, WARRANTY, GUARANTEE, TERM OR CONDITION OF ANY KIND WHATSOEVER (WHETHER EXPRESS, IMPLIED OR STATUTORY), INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR THAT OTHERWISE ARISE FROM A COURSE OF PERFORMANCE OR DEALING OR USAGE OF TRADE, ALL OF WHICH ARE HEREBY DISCLAIMED.
WE DO NOT WARRANT THAT THE PLATFORM WILL OPERATE ERROR-FREE, THAT THE PLATFORM ARE FREE OF VIRUSES OR OTHER HARMFUL CODE OR THAT EASYSEND WILL CORRECT ANY ERRORS IN THEM. YOU AGREE THAT EASYSEND WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES TO YOU OR ANY THIRD PARTY THAT MAY RESULT FROM TECHNICAL PROBLEMS INCLUDING WITHOUT LIMITATION IN CONNECTION WITH THE INTERNET (SUCH AS SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS) OR ANY TELECOMMUNICATIONS OR INTERNET PROVIDERS.
- Limitation of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY, (A) EASYSEND, ITS AFFILIATES AND ITS AND THEIR LICENSORS, SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY, OR INDIRECT DAMAGES OR LOSSES OF ANY KIND, OR LOST PROFITS, BUSINESS, REVENUES OR SAVINGS, LOST DATA, DAMAGE OR LOSSES TO GOODWILL, REPUTATION, OR BUSINESS OR THE COST OF PROCURING SUBSTITUTE GOODS OR SERVICES, IN CONNECTION WITH THESE TERMS, THE SUBJECT MATTER THEREOF, THE PLATFORM OR CUSTOMER’S OR END USERS’ USE OR ACCESS (OR INABILITY TO USE OR ACCESS THE PLATFORM), THE PROVISION OF (OR ANY FAILURE TO PROVIDE) SUPPORT OR PROFESSIONAL SERVICES OR ANY ACT OR OMISSION BY EASYSEND OR ON ITS BEHALF IN RELATION TO THE FOREGOING (COLLECTIVELY, “AGREEMENT SUBJECT MATTER”); AND (B) THE TOTAL CUMULATIVE LIABILITY OF EASYSEND, ITS AFFILIATES AND ITS AND THEIR LICENSORS, IN CONNECTION WITH THE AGREEMENT SUBJECT MATTER SHALL NOT EXCEED US$ 100 AND EXCLUSIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW AND REGARDLESS OF THE FORESEEABILITY OR WHETHER EASYSEND WAS ADVISED OR AWARE OF THE POSSIBILITY OF THE DAMAGES OR LOSSES, AND REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY (WHETHER IN TORT, BREACH OF CONTRACT OR OTHERWISE).
YOU RELEASE US, OUR AGENTS AND EMPLOYEES FROM ALL LIABILITY ARISING OUT OF OR IN CONNECTION WITH ANY TRANSACTIONS WITH OTHER USERS, INCLUDING (WITHOUT LIMITATION) ALL CLAIMS AND DEMANDS RELATING TO UNCOMPLETED OR COMPLETED TRANSACTIONS, OR GOODS OR SERVICES OFFERED FOR SALE OR SUPPLY, OR ACTUALLY SOLD OR SUPPLIED, THROUGH OR IN CONNECTION WITH ANY TRANSACTIONS WITH OTHER USERS.
You agree to defend, indemnify and hold harmless EasySend and its affiliates, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney’s fees) arising from: (i) your use of, or inability to use, the Platform; (ii) your violation of these Terms; and (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right. Without derogating from or excusing your obligations under this section, we reserve the right (at your own expense), but are not under any obligation, to assume the exclusive defense and control of any matter which is subject to an indemnification by you if you choose not to defend or settle it. You agree not to settle any matter subject to an indemnification by you without first obtaining our express approval.
- Export Laws
You agree to comply fully with all applicable export laws and regulations to ensure that neither software provided by EasySend nor any technical data related thereto are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations.
- Amendments to these Terms
EasySend may, at its sole discretion, change these Terms from time to time, including any other policies incorporated thereto, so please re-visit this page frequently. In case of any material change, we will make reasonable efforts to post a clear notice on the Site and/or will send you an e-mail (to the extent that you provided us with such e-mail address) regarding such change. Such material changes will take effect seven (7) days after such notice was provided on our Site or sent via e-mail, whichever is the earlier. Otherwise, all other changes to these Terms are effective as of the stated “Last Revised” date and your continued use of the Site on or after the Last Revised date will constitute acceptance of, and agreement to be bound by, those changes. In the event that these Terms should be amended to comply with any legal requirements, the amendments may take effect immediately, or as required by the law and without any prior notice.
- Termination or Suspension of Account and Termination of the Platform’s operation
- Suspension. In the event of your failure to comply with or breach of these Terms, EasySend may immediately temporarily or permanently limit, suspend or terminate your use of the Platform and/or deny access to your Account. Without limitation to above, in the event Organization has not paid any fees due by the date required or if EasySend believes that the Platform is being accessed or used, whether through your or the Organization’s Account, published eforms or by End Users, in a manner that may cause harm to EasySend or any third party, in violation of any law or intellectual property, privacy or other rights, or in a manner which violates or would violate the restrictions or requirements in Section 6 (Restrictions), then EasySend may suspend the relevant Account, Right to Use or other use or access of the Platform, until the fees are paid or such time as EasySend believes the threat of harm, or actual harm, has passed, as applicable.
(a) These Terms constitute the entire terms and conditions between you and EasySend relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and EasySend. Nothing herein should derogate from any of the obligations and liabilities set forth in the Subscription Agreement by and between EasySend and the Organization, (b) any claim relating to the Platform or the use thereof will be governed by and interpreted in accordance with the laws of the state of New York, excluding conflicts or choice of law rules and principles. Any such disputes shall be subject to the exclusive jurisdiction and venue of the courts of competent jurisdiction located in New York County, NY, and each party hereby waives any jurisdictional, venue, or inconvenient forum objections to such courts and venue. Notwithstanding the foregoing, EasySend may seek preliminary or interim injunctive or other relief in any court of competent jurisdiction worldwide, (c) these Terms do not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the parties hereto, (d) no waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof, (e) YOU ACKNOWLEDGE AND AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO THE PLATFORM MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED, (f) if any provision hereof is adjudged by any court of competent jurisdiction to be unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect while most nearly adhering to the intent expressed herein, (g) these Terms, and any rights granted hereunder, may not be transferred or assigned by you but may be assigned by EasySend without restriction. We may assign or transfer these Terms without restriction or notification, and the parties agree that all correspondence relating to these Terms shall be written in the English language.
If you have any questions (or comments) concerning these Terms, you are most welcome to send us an e-mail to firstname.lastname@example.org.
© All rights reserved, EasySend.
Last Revised: March, 2020