Inflyte - The World's First Direct-To-Mobile Promo Platform
Terms & Conditions.
1 |
Interpretation |
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1.1 |
The definitions and rules of interpretation in this clause apply in this Agreement. Customer, You or Your you, who we agree to provide the Services for from time to time Fees means the Fees payable by You to Inflyte Ltd for the Services and the software, as set out at inflyteapp.com InflyteApp means Inflyte Ltd, a company registered in Northern Ireland Our, Us or We (Company No. NI624151 ) and whose registered office is at The Mount, 2 Woodstock Link, Belfast BT6 8DD Services means the Web Service provided by Inflyte Ltd to You under this Agreement together with other services as may be agreed from time to time; Site means inflyteapp.com (or such other website as we may notify to you). Your Data means the data inputted by You for the purpose of using the Services or facilitating Your use of the Services. |
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1.2 |
Clause headings shall not affect the interpretation of this Agreement. |
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1.3 |
Words in the singular shall include the plural and vice versa. A reference to one gender shall include a reference to the other genders. A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it. |
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1.4 |
A reference to a statute or statutory provision is a reference to it as it is in force for the time being. |
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2 |
Use |
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2.1 |
Use of the Site, the Software and the Services are provided to You subject always to these terms, conditions and any guidelines, rules or operating policies that Inflyte Ltd may establish and post on the Site from time to time ("the Agreement") to the exclusion of any other term or condition. We may update this Agreement or discontinue or revise any or all other aspects of the Services at Our sole discretion and such changes shall become effective upon posting a revised Agreement on the Site. |
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3 |
Description of Services |
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3.1 |
The InflyteApp website enables You to send data (image, text, audio and other files via the internet (a "Campaign") to members of Your email mailing list ("Recipients") by use of a combined website and email system, and to monitor how Campaigns are viewed and used. |
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4 |
Services |
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4.1 |
Subject to (i) You purchasing the Services; (ii) clause 5.1; (iii) the restrictions set out in this clause 4; and (iv) the other terms and conditions of this Agreement, Inflyte Ltd hereby grants to You a non-exclusive, non-transferable right to access the Software and use the Services solely for the purpose of distributing and promoting and managing Your Data and producing Campaigns. |
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4.2 |
You shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that (i) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (ii) facilitates illegal activity; (iii) depicts sexually explicit images; (iv) promotes unlawful violence; (v) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or (vi) causes damage or injury to any person or property or (vii) attempts to circumvent any unsupported processes and Inflyte Ltd reserves the right, without liability to You, to disable Your access to any Service that breaches the provisions of this clause. |
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4.3 |
You shall not:
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5 |
Charges and payment |
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5.1 |
You shall pay the Fees to Inflyte Ltd for the Services you order. |
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5.2 |
All amounts and Fees stated or referred to in this Agreement are payable in UK Pounds Sterling (GBP) and:
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5.3 |
Payment for Services will be made via electronic transfer or other payment facility notified by Us to You. |
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6 |
Privacy and Security |
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6.1 |
You will at all times provide true, accurate, current, and complete information about Yourself as required. |
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6.2 |
You are responsible for maintaining the security of Your account, passwords, and files, and for all users of your account and of the Services in your name. Inflyte Ltd reserves the right to refuse registration of, or cancel, accounts it deems inappropriate. |
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6.3 |
In using the varied features of the Services, you may provide information (such as name, contact information, or other registration information) to Inflyte Ltd. Inflyte Ltd. may use this information and any technical information about your use of the Services to tailor its presentations to You, facilitate your movement through the Service, or communicate separately with You. |
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7 |
Inflyte Ltd. obligations |
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7.1 |
Inflyte Ltd. undertakes that the Services will be performed substantially with reasonable skill and care other than to the extent of any non-conformance which is caused by use of the Services contrary to Inflyte Ltd. instructions, or modification or alteration of the Services by any party other than Inflyte Ltd. or Inflyte Ltd. duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Inflyte Ltd. will, at its expense, use reasonable commercial endeavours to correct any such non-conformance promptly, or provide You with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes Your sole and exclusive remedy for any breach of the undertaking set out in clause 7.1. Notwithstanding the foregoing, Inflyte Ltd.
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8 |
Customer's obligations |
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8.1 |
You shall:
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9 |
Restrictions and Responsibilities |
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9.1 |
Subject to any of your rights as may exist under any legislation implementing the E.C. Council Directive on the Legal Protection of Computer Programs the You will not, directly or indirectly:
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9.2 |
You represent, covenant, and warrant that you will use the Services only in compliance with this Agreement and all applicable laws (including but not limited to policies and laws related to copyright, spamming, privacy, obscenity, or defamation). |
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9.3 |
You agree You will not:
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9.4 |
Inflyte Ltd may monitor the content provided by You or Your use of the Services 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 the foregoing. |
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9.5 |
It is Your responsibility to check your Campaign for errors in copy, corrupted audio, graphics stream & download settings, and that the overall Campaign is working as required before sending. Inflyte Ltd is not responsible for any errors generated by Your activities during Campaign creation. |
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9.6 |
You may not remove or export from the UK 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 UK or any other applicable country. |
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10 |
Data |
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10.1 |
You shall own all rights, title and interest in and to all of Your Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of Your Data. |
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10.2 |
In the event of any loss or damage to Your Data, Your sole and exclusive remedy shall be for Inflyte Ltd. to use reasonable commercial endeavours to restore the lost or damaged Your Data from the latest back-up of such Your Data maintained by Inflyte Ltd. Inflyte Ltd. shall not be responsible for any loss, destruction, alteration or disclosure of Your Data caused by any third party. |
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10.3 |
If Inflyte Ltd. processes any personal data on Your behalf when performing its obligations under this Agreement, the parties record their intention that You shall be the data controller and Inflyte Ltd. shall be a data processor and in any such case:
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11 |
Email and Permission Practices |
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11.1 |
You must follow the rules of the Privacy and Electronic Communications (EC Directive) Regulations 2003 & federal CAN-SPAM act (US) and any of Our applicable policies on Spam when sending email through the Service to ensure that You do not carry out an act which damages Our reputation or status in any way. Inflyte Ltd reserves the right to restrict the import of data which does not meet with any/all of currently existing or future regulation and may terminate accounts where policies have not been adhered to.. |
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11.2 |
Every email message sent in connection with the Services will contain the "unsubscribe" link or other mechanism that allows subscribers to remove themselves from your mailing list. You acknowledge and agree that you will not remove, disable or attempt to remove or disable either link. |
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11.3 |
InflyteApp is an opt-in permission based service. |
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12 |
Monthly Subscriptions |
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12.1 |
Monthly subscriptions operate on a rolling 30 day period. Customers will be billed automatically on the anniversary date each month. |
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12.2 |
Credits that are not used within the 30 day period, do not roll-over into subsequent months. |
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12.3 |
Subscriptions may be cancelled at any time before the next anniversary date by emailing subscriptions@inflyteapp.com. |
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12.4 |
Where we are unable to collect subscription payments within a reasonable timeframe, promo campaigns may be archived and may not be accessible. |
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13 |
Proprietary rights |
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13.1 |
You acknowledge and agree that Inflyte Ltd and/or its licensors own all intellectual property rights in the Services. Except as expressly stated herein, this Agreement does not grant You any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation. |
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13.2 |
You acknowledge and agree that the Services and the Inflyte Ltd company names and logos and all related product and service names, design marks and slogans, are the property of Inflyte Ltd its affiliates or suppliers (collectively, the "Marks"). You are not authorised to use any of the Marks in any advertising, publicity or any other commercial manner without the prior written consent of Inflyte Ltd. Your use of the Services confers no title or ownership in the Service, the Software or the Marks and is not a sale of any rights in the Service, the Software or the Marks. All ownership rights remain in Inflyte Ltd or its third party suppliers, as the case may be. |
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14 |
Indemnity |
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14.1 |
You shall defend, indemnify and hold harmless Inflyte Ltd against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with Your use of the Services. |
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15 |
Limitation of liability |
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15.1 |
Subject to the provisions of clause 14, this clause 15 sets out the entire financial liability of Inflyte Ltd (including any liability for the acts or omissions of its employees, agents and sub-contractors) to You in respect of:
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15.2 |
Except as expressly and specifically provided in this Agreement:
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15.3 |
Inflyte Ltd shall have no liability to You under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control provided that You are notified of such an event and its expected duration. |
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15.4 |
In no event shall Inflyte Ltd, its employees, agents and sub-contractors be liable to You for any alleged infringement of intellectual property rights, and you shall forever indemnify Us against any such infringement, to the extent that it is based on:
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15.5 |
The foregoing states Your sole and exclusive rights and remedies, and Inflyte Ltd's (including Inflyte Ltd's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality. |
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15.6 |
Nothing in this Agreement excludes the liability of Inflyte Ltd: |
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15.6.1 |
for death or personal injury caused by Inflyte Ltd's negligence; or |
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15.6.2 |
for fraud or fraudulent misrepresentation. |
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15.7 |
Subject to clause 15.2 and clause 15.6:
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16 |
Termination |
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16.1 |
Inflyte Ltd may terminate this Agreement or the Services at any time with or without cause, and with or without notice. Inflyte Ltd shall have no liability to you or any third party because of such termination. If Inflyte Ltd terminates this Agreement because you violated the Anti-Spam policy, or the fair usage policy, no refund will be issued. |
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16.3 |
On termination of this Agreement for any reason:
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17 |
General |
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17.1 |
This Agreement constitutes the whole agreement between us and supersedes any previous arrangement, understanding or agreement between us relating to the subject matter it covers. |
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17.2 |
You acknowledge and agree that in entering into this Agreement You have not relied on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) given by Inflyte Ltd relating to the subject matter of this Agreement, other than as expressly set out in this Agreement. |
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17.3 |
If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force and If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties. |
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17.4 |
A waiver of any right under this Agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given. |
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17.5 |
Unless specifically provided otherwise, rights arising under this Agreement are cumulative and do not exclude rights provided by law. |
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17.6 |
You shall not, without the prior written consent of Inflyte Ltd, assign, transfer, charge, sub-contract or deal in any other manner with all or any of Your rights or obligations under this Agreement however Inflyte Ltd may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement. |
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17.7 |
Nothing in this Agreement is intended to or shall operate to create a partnership between the parties. |
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17.8 |
This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999. |
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17.9 |
Any notice required to be given under this Agreement shall be in writing and shall be sent by first class post to the registered address or the party or in the case of notice served by Inflyte Ltd, to Your email address as notified to us from time to time. |
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17.10 |
This Agreement shall be governed by, and construed in accordance with, English law and the courts of England shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this Service Agreement. |
Company Registration Details:
Inflyte Ltd
The Mount, 2 Woodstock Road, Belfast BT6 8DD
Company ID: NI611524
Email: info@inflyteapp.com
© Inflyte Ltd 2018