Terms of service

IMPORTANT — READ CAREFULLY. By creating an account, submitting a list, or otherwise accessing or using any part of the SafeReact service, you agree to be bound by all of these Terms & Conditions (the "Agreement"), including the arbitration provision in Section 18. If you do not agree, do not access or use the service.

This Agreement is entered into between FourLeaf LLC, a Texas limited liability company, with a mailing address at 823 Congress Ave, #300, Austin, TX 78701 ("FourLeaf," "we," "us," or "Provider"), and you, the customer ("Customer," "you"). Each is a "Party."

1. Definitions

• "Service" means SafeReact's email reactivation and audience-scoring services accessed through the Site, including any API, dashboard, file exchange, and the recommendations and outputs delivered to Customer.
• "Site" means www.safereact.com.
• "Customer Registration Data" means information Customer provides when registering or contacting us, such as name, company name, work email, website, and billing information.
• "Customer Uploaded Data" means any list or data Customer submits to the Service for scoring, including email addresses (hashed or plain) and associated fields.
• "Provider Technology" means all proprietary technology, models, and data we use to provide the Service.
• "Intellectual Property Rights" means all patent, copyright, trademark, trade secret, and other intellectual property rights.

2. The Service; license

Subject to Customer's compliance with this Agreement and payment of all fees, Provider grants Customer a revocable, non-exclusive, non-transferable, worldwide right to use the Service for Customer's own internal business purposes. Customer may upload Customer Uploaded Data and download the Results, which include a score and a recommended action for each record submitted, including records the Service recommends against mailing. Customer will not: (i) resell, sublicense, or make the Service available to a third party; (ii) modify or create derivative works of the Service; (iii) reverse engineer the Service; (iv) use the Service to send unsolicited or unlawful email; (v) upload unlawful, infringing, or harmful content or code; (vi) interfere with the Service; or (vii) attempt unauthorized access.

3. Customer responsibilities

Customer is responsible for all activity under its account and represents that it has all rights and consents necessary to submit Customer Uploaded Data to the Service and to email the contacts it submits. Customer is solely responsible for its use of the Service and any results, including how it mails the records we return, and will comply with all applicable laws (including CAN-SPAM and applicable privacy laws).

4. Customer Uploaded Data; confidentiality; deletion

Customer Uploaded Data is Customer's confidential and proprietary information. We use it solely to perform the scoring Customer requests and to return the recommendation. We never sell, rent, share, or otherwise disclose Customer Uploaded Data to any third party, and we never use it to build, train, or enrich our own data assets. Customer retains all ownership of Customer Uploaded Data. We delete Customer Uploaded Data according to the retention option selected by Customer, and in any case within thirty (30) days of processing, except where retention is required by law. We may retain de-identified, aggregated processing metrics that do not identify Customer's contacts. Customer Registration Data may be retained for the duration of Customer's account and handled per our Privacy Policy.

5. Results; no performance guarantee

We provide recommendations based on our models and data. We do not guarantee any particular open rate, click rate, conversion, deliverability outcome, or revenue. Any performance figures, benchmarks, or estimates (including typical reactivation rates or cost estimates shown by any calculator) are illustrative and not a promise of results. Customer is responsible for testing and for its own mailing decisions.

6. Fees and payment

The Service is sold on a prepaid credit basis. One credit entitles Customer to have one record scored by the Service.

(a) Free credits. Each Customer account receives a one-time grant of 10,000 free credits upon registration. The grant is issued once per Customer, is not transferable, has no cash value, and is not available in connection with any purchase.

(b) Purchase and rates. Credits are purchased in advance at the then-current rates published at www.safereact.com/pricing. The rate applicable to a purchase is determined by the total number of credits in that purchase, and that single rate applies to every credit in that purchase. Rates are not blended or graduated, and separate purchases are priced independently of one another. Fees are stated in US dollars.

(c) Expiration. Credits expire twelve (12) months after the date of the purchase in which they were issued. Free credits granted under Section 6(a) expire twelve (12) months after the date of the grant. Expired credits are forfeited, have no cash value, and cannot be refunded or reinstated.

(d) Consumption. Credits are consumed when records are submitted for scoring, whether or not Customer acts on the Results. Where Customer holds credits from more than one purchase, credits are consumed in order of earliest expiration first.

(e) Refunds. Except where required by law, purchased credits are non-refundable, including unused credits and expired credits.

(f) Rate changes. We may change published rates prospectively on notice. A change in published rates does not affect credits already purchased.

(g) Payment. Customer authorizes us and our payment processors to charge its provided payment method for fees due. Late amounts may accrue interest at the lesser of 1.5% per month or the maximum allowed by law.

7. Intellectual property

Provider owns all right, title, and interest in the Provider Technology, the Service, and all outputs other than Customer Uploaded Data, including all related Intellectual Property Rights and any improvements. This Agreement is not a sale and conveys no ownership in the Service. Provider reserves all rights not expressly granted.

8. Confidentiality

Each Party will protect the other's Confidential Information with at least reasonable care and will not disclose it except as permitted here. The Provider Technology and Service are Provider's Confidential Information. Customer Uploaded Data and Customer Registration Data are Customer's Confidential Information. Standard exclusions apply for information that is public, already known, independently developed, lawfully received from another source, or required to be disclosed by law (with notice where permitted).

9. Use of identifying information

Unless Customer opts out in writing, Customer consents to being identified by name and logo as a SafeReact customer on the Site and in promotional materials, for that limited purpose.

10. Privacy

Our handling of personal information is described in our Privacy Policy at www.safereact.com/privacy, which is incorporated by reference. In the event of a conflict, this Agreement controls to the extent of the conflict for the subject matter herein.

11. Term and termination

Either Party may terminate this Agreement at any time. Customer may terminate by discontinuing use of the Service. We may suspend or terminate Customer's access for any material breach, including non-payment or unauthorized use. On termination, unpaid fees become due, and Sections that by their nature should survive (including 4, 5, 7, 8, 14, 15, and 16) survive.

On termination or expiration of this Agreement for any reason, any unused credits in Customer's account are forfeited and are not refundable.

12. Representations and warranties

Each Party represents it has the authority to enter into this Agreement. Customer represents it has the right to use and submit Customer Uploaded Data and will comply with applicable laws. Provider represents it will provide the Service in a manner consistent with general industry standards and will use commercially reasonable security to protect Customer Uploaded Data in its possession.

13. Disclaimer

EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY PARTICULAR RESULT WILL BE OBTAINED.

14. Limitation of liability

EXCEPT FOR A PARTY'S CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES. PROVIDER'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT IS LIMITED TO THE AMOUNT CUSTOMER PAID FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

15. Indemnification

Customer will indemnify and hold harmless Provider and its affiliates, officers, directors, employees, and agents from claims, damages, losses, and expenses arising out of (a) Customer Uploaded Data or Customer's right to use it, (b) Customer's use of the records we return, or (c) Customer's breach of this Agreement or violation of law. Provider will indemnify Customer from third-party claims that the Service, as provided by us, directly infringes a third party's Intellectual Property Rights. The indemnified Party must give prompt notice, allow the indemnifying Party to control the defense, and provide reasonable cooperation.

16. Governing law

This Agreement is governed by the laws of the State of Texas, without regard to conflict-of-laws principles.

17. Business Associate Agreement

If Customer is subject to HIPAA and any transfer of Protected Health Information would occur, the Parties must execute a Business Associate Agreement, which will be incorporated into this Agreement.

18. Arbitration

Except for injunctive-relief claims related to data or privacy, any dispute arising out of or related to this Agreement or the Service will be resolved by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules, before one neutral arbitrator, seated in Austin, Texas. The Federal Arbitration Act governs. Questions of arbitrability are for the arbitrator. Each Party bears its own costs except as a statute provides. Judgment on the award may be entered in any court of competent jurisdiction. YOU MAY OPT OUT OF THIS ARBITRATION SECTION BY GIVING US WRITTEN NOTICE WITHIN THIRTY (30) DAYS OF FIRST ACCEPTING THIS AGREEMENT.

19. Miscellaneous

Notice may be given by email to the address on file. Modifications: except for changes required by law or to the Privacy Policy, we will give 30 days' notice of changes to this Agreement; continued use after the effective date is acceptance. Force majeure: neither Party is liable for delays caused by events beyond its reasonable control. Relationship: the Parties are independent contractors. Assignment: neither Party may assign without the other's consent, except to an affiliate or successor by merger or acquisition. Severability: if any provision is unenforceable, the rest remain in effect. Waiver: failure to enforce is not a waiver. Entire agreement: this Agreement is the entire agreement and supersedes prior understandings on its subject matter.

Contact

SafeReact LLC · 823 Congress Ave, #300, Austin, TX 78701 · legal@safereact.com · (800) 360-6213