Terms of Service – ProAmerica Connect

Table of Contents

1. Definitions

“Services” refers to ProAmerica Connect Mail and ProAmerica Connect SMS, and any other features, technologies, or functionalities provided by us.
“Content” means any data, information, content, records, and files that you load, transmit to, or enter into the Services.
“Customer Data” includes all electronic data or information submitted by you as part of the Services.

2. Services

Provision of Services: We provide various marketing and communication tools designed for bulk SMS and email, subject to the terms and conditions laid out here.
Service Level Agreement (SLA): Specific performance metrics and targets will be defined in an SLA, which forms part of these terms.

3. User Obligations

Account Use: You are responsible for all activities that occur under your account.
Compliance with Policies: You must comply with our acceptable use policy, privacy policy, and all applicable laws and regulations in the use of the Services.
Age-Sensitive Content Compliance: If you engage in the dissemination of content via email or SMS that is intended for adult audiences only, such as alcohol, firearms, gambling, tobacco, or cannabis, you are required to ensure that recipients are of legal age to receive such content in their jurisdiction. You must implement and maintain effective age verification mechanisms and be prepared to provide evidence of these mechanisms upon request to demonstrate compliance with this requirement.

4. Fees and Payment Terms

Fees: You agree to pay all applicable fees for the Services as described in the service agreement or as online at the time of purchase.
Invoicing and Payment: Invoices are due within 30 days of the invoice date unless otherwise stated in your order.

5. Intellectual Property Rights

Ownership: You retain all rights to your data. We claim no intellectual property rights over the content you provide to the services.
Licenses: You grant us a worldwide, royalty-free license to use, reproduce, distribute, modify, adapt, create derivative works, and otherwise exploit your content for the purposes of providing and improving our services.

6. Confidential Information

Protection of Confidential Information: Each party agrees to protect the other’s confidential information with the same degree of care as it uses to protect its own confidential information, but no less than a reasonable degree of care.

7. Data Protection and Privacy

Compliance: Both parties will comply with all applicable data protection laws regarding the processing of personal data under this agreement.
Data Processing: We will process your data only to provide and improve the Services and will not share your data with third parties without your consent, except as required by law.

8. Representations and Warranties

Authority: Each party warrants that it has the legal power and authority to enter into this agreement.
Functionality: We warrant that the Services will perform in accordance with our online specifications during your use of the Services.

9. Limitations of Liability

Limitation: Our liability in connection with the Services, under any cause of action or theory, will be strictly limited to the amount paid by you to us during the six months prior to the event giving rise to the claim.
Exclusions: We will not be liable for any indirect, punitive, special, exemplary, incidental, consequential, or other damages of any type or kind.

10. Term and Termination

Term: This agreement commences on the date you first use our Services and continues until terminated.
Termination Rights: Either party may terminate this agreement with notice if the other party materially breaches these terms and does not cure such breach within thirty days from receipt of notice.

11. Indemnification

Your Indemnity: You agree to indemnify and hold harmless us from any claims, damages, liabilities, costs, losses, and expenses arising out of or relating to your breach of these Terms or your content.

12. Compliance with Laws

General: You agree to comply with all local, state, national, and international laws, statutes, ordinances, and regulations that apply to your use of the Services.
Governing Law: This agreement is governed by the laws of the State of California, without regard to its conflict of laws principles.

13. Miscellaneous Provisions

Amendments: We reserve the right to modify these terms at any time by posting a revised version on our website.
Severability: If any portion of these terms is found to be unenforceable, the remaining portion will remain in full force and effect.
Assignment: You may not assign these terms without our prior written consent, but we may assign these terms without restriction.
Governing Law: This Agreement shall be governed by the laws of the state in which our company is registered, without regard to conflict of law principles.
Dispute Resolution: Any disputes arising out of or related to these Terms will be handled first through informal negotiation. If negotiation fails, the dispute will be resolved by arbitration in the state in which our company is registered, unless otherwise agreed upon.
Entire Agreement: These Terms constitute the entire agreement between you and us regarding the use of the Services, superseding any prior agreements between you and us relating to your use of the Services.