1.1. These Terms of Service (the "Agreement") govern your receipt, access to, and use of the services provided by HugeMails.eu ("HugeMails"). By (a) purchasing access to the service through an online ordering process that references this Agreement, (b) signing up for a free or paid access plan for the service via a platform that references this Agreement, or (c) clicking a box indicating acceptance, you agree to be bound by the terms of this Agreement. The individual accepting this Agreement does so on behalf of a company or other legal entity ("Customer"); such individual represents and warrants that they have the authority to bind such entity and its affiliates to this Agreement. If the individual accepting this Agreement does not have such authority, or if the entity does not agree with these terms and conditions, such individual must not accept this Agreement and may not use the services.
1.2.1. Service Description
HugeMails.eu offers a cloud-based email marketing service that enables customers to create, manage, and send email campaigns to their subscribers (the "Service"). A "User Submission" is anything that the Customer (including Users) uploads, modifies, configures, or uses in any other way via the Service. Any User Submissions that the Customer submits to the Service are entirely its responsibility. Section 8.2 below contains additional terms about User Submissions, including ownership. Templates, scripts, manuals, and other resources that help the customer use the service (collectively, "HugeMails Content") may be included with the service. Clients will not be given a copy of the actual program or have access to the underlying code or software of the service (collectively, the "Software").
1.2.2. Customer's Subscription
Through HugeMails.eu's website or service portal, Customer may, subject to the terms of this Agreement, purchase a subscription to, and have the right to access and use, the Service as specified in one or more ordering screens that have been agreed upon by the parties and that reference this Agreement and detail the business terms related to Customer's subscription (the "Order(s)"). Every subscription is for the time frame specified in the relevant Order (the "Subscription Period"). Access to and use of the Service is restricted to those who have been given permission by the Customer, and they may only do so for the Customer's internal business needs and not for the benefit of any other party ("Users").
1.2.3. HugeMails's Ownership
The Service, Software, HugeMails Content, Documentation, and any other materials that HugeMails provides to the Customer are all owned by HugeMails (collectively, the "HugeMails Materials"). The HugeMails Materials, all associated and underlying technologies, and any updates, improvements, adjustments, or fixes thereto, as well as any derivative works of or modifications to any of the aforementioned, are all owned by HugeMails. This includes all intellectual property rights. Under this Agreement, HugeMails reserves all rights not expressly granted to the Customer, and no implied licenses are granted.
1.2.4. Permissions
The Service has configurable options that let Users authorize other Users to carry out specific actions on the Service ("Permissions"). All Permissions must be defined and managed by the Customer alone, including deciding which Users are able to set what Permissions. As a result, HugeMails is not liable for permissions set by the Customer or its Users, nor is it responsible for managing permissions. If the Customer grants its Affiliates access to the Service, then the Affiliates will also be subject to all rights granted and duties under this Agreement. The Customer affirms that it has the right to negotiate this Agreement on behalf of its Affiliates and that it is solely liable for any violations of this Agreement committed by its Affiliates. Whether or whether the Customer or its Affiliates use the Service, the Customer is nonetheless liable for all payments due under this Agreement. If an Affiliate wants to file a claim against HugeMails, the Customer, not the Affiliate, must do so. Any entity directly or indirectly controlling, controlled by, or sharing control with a party is referred to as an "affiliate" of that party. In this context, "control" is defined as possessing more than half (50%) of the voting shares or other equity interests.
2.1. Customer's Responsibilities
With the exception of situations in which such activity is the consequence of unauthorized access brought about by holes in the Service itself, the Customer is in charge of all activity occurring on both its and its Users' accounts. The responsibility for any violations by a User rests with the Customer, who shall make sure its Users are aware of and abide by the duties and limitations in this Agreement.
2.2. Use Restrictions
The Customer grants permission to neither Users nor Third Parties to: (a) alter, translate, copy, or create derivative works based on the Service; (b) attempt to decompile, reverse engineer, or find the source code or underlying ideas of the Service, unless allowed by law; (c) sublicense, sell, rent, lease, distribute, or use the Service in any other commercial capacity; (d) remove proprietary notices from the Service; (e) use the Service in violation of any laws or regulations; (f) attempt to access the Service without authorization; (g) use the Service to support products that compete with HugeMails; and (h) test the Service's vulnerability without authorization. HugeMails may suspend access to the Service, take reasonable measures to warn the Customer and swiftly resolve any issues, and suspend access if the Customer's usage of the Service materially compromises HugeMails or the security or integrity of the Service.
2.3. API Access Restrictions
Access to APIs could be offered by HugeMails as part of the Service. The Customer undertakes to abide by any usage restrictions that HugeMails may establish and enforce on the APIs. HugeMails reserves the right to revoke or suspend API access at any moment.
The Service might interact with apps, services, or goods provided by third parties that HugeMails does not own or control ("Third-Party Services"). Using these Third-Party Services in addition to our Service is entirely up to the customers. Customers agree to provide HugeMails their login credentials only in order to allow HugeMails to deliver its service, should the integration of the Service with any Third-Party Service be necessary. Clients confirm that, in accordance with any terms and conditions regulating their use of the Third-Party Services, they are authorised to provide such information. Third-Party Services are not endorsed by HugeMails. Customers understand that using Third-Party Services is not covered by this Agreement and that they might need to sign separate contracts with the companies who offer these services. Regarding Third-Party Services, HugeMails hereby explicitly disclaims all promises and guarantees. Any warranty claims or other disagreements must be addressed by customers directly to the Third-Party Service providers. Customers utilise Third-Party Services at their own risk. When using or not being able to use Third-Party Services, HugeMails will not be held responsible for any problems.
4.1. Fees
For access to and use of the Service, customers must pay the fees specified in the relevant order ("Fees"). All fees will be assessed in the currency indicated on the order, or in US dollars in the absence of a currency specification. Except as otherwise provided in this Agreement, payment obligations are non-cancellable and fees are non-refundable. At its discretion, HugeMails retains the right to change its fees or add new ones. If customers don't agree with any updated fees, they can choose not to renew their subscription.
4.2. Payment
Using the credit card or ACH payment details the client provides, HugeMails will bill the customer for the Fees, either directly or through its third-party payment processor (the "Payment Processor"). For any services rendered in accordance with the order, including recurring Fees, HugeMails retains the right to charge the customer's credit card or ACH payment method. It is the customer's duty to guarantee that HugeMails has up-to-date, correct credit card or ACH payment data. If you don't give accurate information, your access to the Services can be suspended. Additionally, HugeMails has the right to deduct any fees that the client may due. In addition to this Agreement, the terms, conditions, and privacy policies of the Payment Processor will apply to any transactions where the consumer pays through them. Payment Processor mistakes or omissions are not HugeMails's fault. Even after money has been requested or received, HugeMails retains the right to fix any mistakes made by the Payment Processor. Recurring charges will be applied automatically to the customer's payment method without additional consent if the client grants permission by accepting an order, and they won't stop unless the consumer cancels this Agreement or modifies their payment method.
4.3. Taxes
Taxes, levies, tariffs, and other similar government assessments, such as value-added, sales, use, or withholding taxes levied by any jurisdiction (collectively, "Taxes"), are not included in fees. Taxes pertaining to purchases made by customers must be paid by them. If HugeMails has to pay or collect taxes that the client is accountable for, HugeMails will bill the client for those taxes unless the client gives HugeMails a current tax exemption certificate that has been approved in advance by the relevant taxing body. To be clear, HugeMails bears full responsibility for any taxes related to its revenue, assets, and workforce.
4.4. Failure to Pay
HugeMails has the right to revoke a customer's access to the Service in the event that unpaid fees are not received by the deadline. If an initial charge is denied, HugeMails is permitted to try charging the customer's payment method more than once. Customers who think they have been billed wrongly must get in touch with HugeMails to request a reimbursement or adjustment within sixty (60) days of the first billing statement displaying the issue. HugeMails will examine and give the client a written decision, together with supporting documentation, as soon as it receives a dispute notice. Following receipt of HugeMails's written decision, the customer has ten (10) days to make payment if it is found that the billed amounts are payable.
5.1. Agreement Term and Renewals
For the duration of the Subscription Period, subscriptions to access and use HugeMails's service ("Service") begin on the start date indicated on the relevant order (the "Subscription Start Date"). In the event that HugeMails verifies the cancellation in writing, customers may choose not to renew their Subscription Period by sending an email to billing@HugeMails.eu or by changing their subscription through their account settings inside the Service. Beginning on the first day of the Subscription Period and continuing for the full Subscription Period indicated on the Order, as well as any renewals of the Subscription Period, this Agreement applies to the Customer's use of the Service during any period during which the Customer uses the Service, even in the absence of a paid Order ("Term"). All Orders shall automatically terminate in the event that either party terminates this Agreement. The Customer's subscription will remain active but will be automatically downgraded to the "Free Version" of the Service, which HugeMails provides to free users, albeit with fewer features and functionality. This happens if the Customer cancels or decides not to renew their paid subscription to the Service. Access to the Free Version will be discontinued in the event that either HugeMails or the Customer terminates this Agreement or if the Customer deletes its workspace within the Service.
5.2. Termination
If the other party materially breaches this agreement and the breach is not remedied within thirty (30) days of the notice being sent, any party may terminate this agreement by written notice to the other party. Anytime with notice, HugeMails has the right to discontinue a customer's access to the free version.
5.3. Effect of Termination
For the balance of the then-current Subscription Period, HugeMails will reimburse any unused, prepaid Fees to the Customer in the event that the Customer cancels this Agreement owing to an uncured breach by HugeMails. In the event that HugeMails terminates this Agreement because the Customer has not remedied the breach, the Customer shall reimburse HugeMails for all unpaid Fees for the remaining days of the then-current Subscription Period. Any termination will not release the customer from paying HugeMails's fees for any time spent before the termination's effective date. The Customer will no longer have access to the Service upon termination, and HugeMails will immediately revoke all rights and licenses granted. Unless an earlier deletion is requested in writing, HugeMails will destroy the Customer's User Information, including passwords, files, and submissions, within thirty (30) days following a termination for cause, upon the Customer's request, or if the Customer deletes its workspace within the Service. To enable continuing use, HugeMails may keep User Information and User Submissions for Customers utilising the Free Version. If an account is dormant for more than a year, HugeMails has the right to remove all User Submissions and User Information.
5.4. Survival
Sections titled "HugeMails's Ownership", "Third-Party Services", "Financial Terms", "Term and Termination", "Warranty Disclaimer", "Limitation of Liability", "Confidentiality", "Data" and "General Terms" will survive any termination or expiration of this Agreement.
6.1. Warranties
Customers represent and warrant that all User Submissions submitted by Users comply with all applicable laws, rules, and regulations.
6.2. Warranty Disclaimer
EXCEPT AS EXPRESSLY STATED HEREIN, THE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND HUGEMAILS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMERS ACKNOWLEDGE THAT HUGEMAILS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN WARRANTIES, SO THE FOREGOING DISCLAIMERS MAY NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
NOTWITHSTANDING ANY PROVISION TO THE CONTRARY, HUGEMAILS WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL DAMAGES, OR DAMAGES BASED ON THE USE OR ACCESS, INTERRUPTION, DELAY, OR INABILITY TO USE THE SERVICE, LOST REVENUES OR PROFITS, LOSS OF BUSINESS OR GOODWILL, DATA CORRUPTION, OR SYSTEM FAILURES, REGARDLESS OF THE LEGAL THEORY. FURTHER, HUGEMAILS'S TOTAL LIABILITY WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY THE CUSTOMER FOR THE SERVICE DURING THE TWELVE (12) MONTHS PRIOR TO THE CLAIM. THESE LIMITATIONS APPLY REGARDLESS OF WHETHER HUGEMAILS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHST.