By accessing and using this website “emailoversight.com” or any other sub-domains (collectively provided by EmailOversight, Inc., “EmailOversight”), you (“Customer”) accept and agree to be bound by the terms and provision of this agreement. In addition, when using this websites particular services, You shall be subject to any posted guidelines or rules applicable to such services, which may be posted and modified from time to time. In this agreement Cusomter and EmailOversight shall also be individually referred to as a “Party” and collectively referred to as the “Parties”.
ANY PARTICIPATION IN THIS SITE WILL CONSTITUTE ACCEPTANCE OF THIS AGREEMENT. YOU ARE INDICATING YOUR AGREEMENT TO THE TERMS OF THIS SERVICE AGREEMENT AND ALL REVISIONS THERAFTER. IF YOU DO NOT AGREE TO ABIDE BY THE ABOVE, PLEASE DO NOT USE THIS SITE OR ANY SERVICES PROVIDED BY EMAILOVERSIGHT.
1.1. In order to use EmailOversight, You must: be at least eighteen (18) years old and able to enter into contracts; complete the registration process; agree to the Terms; and provide true, complete, and up to date contact information.
By using EmailOversight, You represent and warrant that You meet all the requirements listed above. EmailOversight may refuse service, close accounts of any users, and change eligibility requirements at any time.
2. MONTHLY PLANS
2.1. Our charges for monthly plans are posted on our Website and may be changed from time to time. If any part of a month is included in the Term, then payment is due for the full month. If You go over tier usage and reach another pricing level, then You’ll have to pay at the higher level on or before the next pay date. If the Term ends before that payment is due, You’ll still be required to make one payment at the higher level. There is a minimum of $20 account maintenance fee in case of no account activity. Minimum charge amount is $20.
3.1. EmailOversight will issue a refund for a prepaid month if we stop providing our Service to You for a reason that’s not laid out in these Terms. You won’t be entitled to a refund from us under any other circumstances. EmailOversight may offer a refund if a Customer applies, on a case by case basis.
4. LICENSE AND SERVICE
4.1. Subject to the terms and conditions of this Agreement, and provided that all fees have been paid by Customer for the Services, EmailOversight hereby grants Customer a non-exclusive, non-transferable, worldwide right to access the Services, solely for Customer’s internal business purposes.
4.2. Customer will comply with all applicable laws and regulations in connection with Customer’s use of the Serivce. Customer will not use the Serivce to post or transmit any illegal material, including, without limitation, any transmissions that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, national or international law or regulation. In particular, Customer shall not
4.2.1. Modify, adapt, translate, incorporate into or with other software, or create a derivative work or an improvement of, any part of the Service;
4.2.2. Disclose the results of any benchmarking of the Service, or use such results for its own competing software development activities;
4.2.3. Copy, reproduce or duplicate the Service, by any means or in any manner;
4.2.4. Decompile, disassemble, reverse engineer or attempt to reconstruct, identify or discover any source code, underlying ideas, underlying user interface techniques or algorithms of the Service by any means;
4.2.5. Affect the quality of other users’ experience;
4.2.6. Engage in any monitoring or interception of data not intended for Customer;
4.2.7. Attempt to circumvent authentication or security of any host, network or account;
4.2.8. Use any method, software or program designed to collect identity information, authentication credentials, or other information; or
4.2.9. Transmit or receive, upload, use or reuse material that (A) is abusive, indecent, defamatory, harassing, obscene or menacing, or a breach of confidence, privacy or similar third party rights, (B) violates any intellectual property rights of a third party, including, without limitation, patents, trademarks, trade secrets or copyrights, (C) Customer does not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements), or (D) Customer has not collected directly from live web forms or other opt-in collection mechanisms directly related to Customer’s business.
4.3. Customer is responsible and liable for all uses of the Service through access thereto by Customer, directly or indirectly. Specifically, Customer is responsible and liable for all actions and failures to take required actions with respect to the Service by its authorized Users or by any other person to whom Customer provided access to or use of the Service, whether such access or use is permitted by or in violation of this Agreement. Customer shall defend, indemnify, and hold harmless EmailOversight from and against any claims, loss, liability, or damages (including reasonable attorneys’ fees) arising from Customer’s use of the Services
4.4. Customer will create a password and account. Customer is responsible for maintaining the confidentiality of the password and account and is fully responsible for all activities that occur under its account, including, without limitation, all actions by sub-users registered under its account. Customer will (i) immediately notify EmailOversight of any unauthorized access to or use of its password or account or any other breach of security; and (ii) ensure that Customer exits (logs off) from its account at the end of each session. For the avoidance of doubt, EmailOversight cannot and will not be liable for any loss, damage or other liability arising from Customer’s failure to comply with maintaining the confidentiality of the password and account or from any unauthorized access to or use of Customer’s account
4.5. Customer represents and warrants that all data sent to EmailOversight or otherwise processed through or used in connection with the Service has been legally obtained and that its use is not in violation of any laws, rules, regulations, legislation or directives governing data, including, without limitation, any relevant local data protection laws, rules, regulations, legislation or directives pertaining to any country or territory the Service is used. In the event Customer provides access to its or any data in a file stored with a third-party source, Customer represents and warrants that Customer has all legal rights and authority to grant EmailOversight access to such files in order to download or process such data using the Service.
5.1. The term of this Agreement shall commence as of the Effective Date and shall thereafter automatically continue in effect until terminated unless terminated in writing by either Party with thirty (30) days prior written notice, or until all Service Orders issued pursuant to this Agreement have been terminated or expire, whichever is last to occur (the “Agreement Term”).
5.2. Termination for Breach. Either Party may, at its option, terminate this Agreement effective upon written notice to the other Party if the other Party has breached any material provision of this Agreement and failure by the other to cure such material breach within the thirty (30) day period.
5.3. Termination for Insolvency. This Agreement shall terminate immediately should either Party become insolvent or should bankruptcy proceedings be commenced for or against either Party.
6.1. The Parties agree that Confidential Information received from the other Party shall be kept confidential. The term “Confidential Information” shall include all information made available by or on behalf of one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) under or in connection with this Agreement, including but not limited to (a) the rates, terms and conditions of this Agreement, including any Service Orders, (b) all information, data, know-how, trade secrets or other material pertaining to the operations, technology, intellectual property, programs, strategies, business plans, finances, personnel, customers, suppliers, markets, network, sales, prices, policies or business affairs of the Disclosing Party or its Affiliates, (c) all information which is marked as “proprietary”, “confidential” or with words of similar meaning, (d) information otherwise supplied orally with a contemporaneous confidential designation, or (e) information which is known by the Receiving Party to be confidential or proprietary information or documentation of the Disclosing Party. The Parties agree that the terms and conditions of this Agreement and all exhibits referenced herein, as well as any invoices for Service provided hereunder, are Confidential Information.
6.2. Confidential Information shall not include information that (a) is or becomes part of the public domain through no fault of the Receiving Party or breach of this Agreement, (b) is rightfully received by the Receiving Party from a third party not acting in breach of an obligation of confidentiality owed to the Disclosing Party, (c) is independently developed by the personnel of the Receiving Party or any of its Affiliates without access to the information disclosed by the Disclosing Party, (d) is rightfully known to or possessed by the Receiving Party or its Affiliates, as evidenced by the written records of the Receiving Party or its affiliates, as the case may be, prior to its receipt from the Disclosing Party, or (e) is disclosed by the Receiving Party with the Disclosing Party’s prior written consent. The Party claiming that any of the exceptions set forth in the clauses above apply shall have the burden of proof to establish such applicability.
6.3. Each Party agrees (a) to hold the other Party’s Confidential Information in strict confidence and to disclose the information only to those of its employees or permitted third-parties with a legitimate need to know such information, (b) to exercise at least the same care in protecting the other Party’s Confidential Information from disclosure as the Party uses with regard to its own Confidential Information, but in any event no less than a reasonable degree of care, and (c) not to disclose such Confidential Information to third parties, excluding employees of an Affiliate, independent third-party auditors, potential third party purchasers, shareholders, lenders, investors and similar parties provided that they agree in writing to comply with confidentiality requirements no less restrictive than those contained in this Section. Notwithstanding the foregoing, Receiving Party may disclose Confidential Information of Disclosing Party in accordance with a judicial or other governmental order or request or by operation of law, provided that Receiving Party, if permitted by law, will notify Disclosing Party thereof in order to allow Disclosing Party a reasonable opportunity to seek a protective order or equivalent, provided such notice is permissible.
6.4. Each Party shall be liable for any breach of confidentiality by itself or any of its agents, Affiliates or representatives. Receiving Party shall notify Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by Receiving Party and/or its employees, consultants or contractors, and will cooperate with Disclosing Party in every reasonable way to assist Disclosing Party to regain possession of the Confidential Information and prevent its further unauthorized use or disclosure. Notwithstanding termination of this Agreement, the Parties’ obligations under this Section shall remain in full force and effect with respect to confidential knowledge and information for a period of one (1) year after the termination date of this Agreement.
7.1. Severability. If any term of this Agreement or the application thereof is found invalid, illegal or unenforceable, the remainder of this Agreement will remain in full force and effect.
7.2. Governing Law. This Agreement shall be interpreted and enforced in accordance with the laws of the State of California, U.S.A., applicable to contracts made and to be performed entirely therein, without regard to the conflict of laws provisions thereof, and each party agrees to be subject to the jurisdiction of the courts in the State of California if a suit is commenced in connection with this Agreement.
7.3. No Assignment. Neither the rights nor the obligations under this Agreement may be assigned or delegated by either party without the prior written consent of the other party which shall not be unreasonably withheld or delayed, except that either party may assign this Agreement in connection with any merger, acquisition or business combination of such party. Any purported assignment that is not expressly permitted by this clause shall be void and of no effect.
7.4. Compliance with Laws. The Customer shall be responsible, as applicable, for complying with the laws and regulations applicable in any nation, or political subdivision thereof, in which they engage in business.
7.5. Survival. Any provisions which must survive in order to give effect to their meaning, shall survive the completion, expiration, termination or cancellation of this Agreement.
Data Processing Addendum
This Data Processing Addendum (DPA) shall be effective from May 25th 2018 and shall be combined with EmailOversight’s Terms and Conditions to provide the necessary controls for EmailOversight Users who must comply with terms set forth in the General Data Protection Regulation. This DPA will serve as the primary set of data processing controls unless an independent DPA is required by the User and agreed to by EmailOversight.
YOU, YOUR COMPANY and any AFILLIATES approved by you (“Controller”) will submit email addresses for the purposes of receiving email verification services. EmailOversight, Inc (“EmailOversight”) is responsible for delivering data processing services under the terms outlined in this DPA. This Data Processing Addendum, along with the EmailOversight’s Terms and Conditions, reflect the Parties’ agreement with regard to the processing of Personal Data.
The Parties acknowledge that EmailOversight will process Controller’s prospective customers’, current customers’ and/or former customers’ email addresses, (“Personal Data”) on behalf of Controller. EmailOversight shall act as a Data Processor, as defined in the General Data Protection Regulation (“GDPR”) together with any amending or enacting legislation (together being “Applicable Privacy Law”), in relation to the Personal Data.
Controller enters into this Addendum on behalf of itself and, to the extent required under Applicable Privacy Law, in the name and on behalf of each of its Group Companies.
To the extent that EmailOversight processes the Personal Data under the instructions of Controller, EmailOversight will act as a Data Processor as defined by the GDPR. As such EmailOversight shall:
1. Only process the Personal Data on behalf of Controller in accordance with the documented instructions provided by Controller (either as data controller or lead data processor of the Personal Data), including with regard to transfers of the Personal Data to a third country or international organization. EmailOversight shall not process the Personal Data for any other purposes. EmailOversight shall not use the Personal Data for its own purposes under any circumstances, other than as required by law;
2. Process the Personal Data in accordance with Applicable Privacy Law;
3. Apply appropriate security measures in accordance with Applicable Privacy Law to the Personal Data, and in general, implement the appropriate safety, technical and organizational measures to safeguard the Personal Data from unauthorized or unlawful amendment, access, processing or accidental or unlawful loss, destruction or damage;
4. Keep the Personal Data confidential and not disclose it to any third party, without the prior written approval of Controller, except where:
5. The disclosure is necessary for the performance of the processing services set out in the EmailOversight Agreements or this Addendum and subject to paragraph 3 below; or
7. Where the Personal Data need to be disclosed to a competent public authority to comply with EmailOversight’s legal obligations;
process the Personal Data in accordance with Applicable Privacy Law;
8. Apply appropriate security measures in accordance with Applicable Privacy Law to the Personal Data, and in general, implement the appropriate safety, technical and organizational measures to safeguard the Personal Data from unauthorized or unlawful amendment, access, processing or accidental or unlawful loss, destruction or damage;
9. Keep the Personal Data confidential and not disclose it to any third party, without the prior written approval of Controller, except where:
10. Ensure that each of its employees, workers, consultants and agents who will have access to the Personal Data are made aware of EmailOversight’s obligations under this Addendum with regard to the security and protection of the Personal Data. EmailOversight shall ensure that all employees, workers, consultants and agents who will have access to the Personal Data have committed themselves to an appropriate confidentiality obligation with respect to the processing of Personal Data;
11. In the event of exercise by the data subjects of any of their rights under Applicable Privacy Law relating to Personal Data processed under this Addendum, inform Controller as soon as possible, and further assist Controller, insofar as possible, at Controller’s reasonable expense, to comply with such rights of any data subject. EmailOversight shall not respond directly not to any such request, unless specifically authorized by Controller in writing;
12. Taking into account the nature of the processing and the information available to EmailOversight, assist Controller in ensuring its compliance with its obligations (including, but not limited to the following): (i) in respect of security of processing; (ii) notification of a Data Security Breach to the supervisory authority; (iii) communication of a Data Security Breach to a data subject; (iv) data protection impact assessments; and (v) prior consultation with the supervisory authority.
13. Make available to Controller all information necessary to demonstrate compliance with the obligations laid down in Article 28 and allow for and, where possible, contribute to audits, including inspections, conducted by Controller or another auditor mandated by Controller;
14. EmailOversight shall not transfer the Personal Data, nor make the Personal Data accessible to a third country or international organization without the written consent of Controller and such consent shall not be unreasonably withheld.
15. Without prejudice to Controller’s obligations under any EmailOversight Agreement, at any time during the Agreement or upon termination of the Agreement, Controller may delete all Personal Data processed pursuant to EmailOversight’s Agreement. Alternatively, Controller may request that all Personal Data that has not already been deleted, be either deleted or returned, by sending written authorization to email@example.com. In any event, EmailOversight shall not retain the Personal Data any longer than required for the performance of any Supplier Agreements.
The Parties acknowledge and agree that the description of processing as set out in this paragraph is accurate:
1. Subject matter of the processing:
The processing of email addresses by EmailOversight in the provision of the services under EmailOversight’s Terms and Conditions.
2. Duration of the processing: EmailOversight shall possess email addresses for as long as necessary to carry out its obligations under the terms of the Agreement with Controller.
3. Nature and purpose of the processing: EmailOversight will process email addresses as necessary to provide the services pursuant to the Agreement, paragraph 1(a) (Instructions) above and as further instructed by Controller.
4. Type of Personal Data being processed: The email addresses which may be processed under the EmailOversight Agreement will be submitted by Controller under the terms if this Agreement.
5.Subject matter of the processing: The processing of email addresses by EmailOversight in the provision of the services under EmailOversight’s Terms and Conditions.
6. Categories of data subjects being processed: EmailOversight will process email addresses to the extent to which it is determined and controlled by Controller, which may include, but is not limited to the following categories of data subjects: Controller’s prospective customers’, current customers’ and former customers’ email addresses.
Notwithstanding the above, EmailOversight may appoint one or more sub-processors (including a data center provider) for the purpose of processing of the Personal Data in order to provide the services under the EmailOversight Agreements, provided the following requirements are met before any such appointment is made:
The sub-processor commits to act according to the instructions of Controller (which will be given through EmailOversight); and
EmailOversight enters into a written data processing agreement with the sub-processor ensuring that the sub-processor shall abide by data protection requirements no less stringent than under this Addendum. Such agreement shall be made available to Controller upon request.
EmailOversight shall promptly, and in any event without undue delay, notify Controller if it:
receives an inquiry, subpoena or a request for inspection or audit from a competent public authority relating to the processing of the Personal Data;
intends to disclose the Personal Data to a competent public authority; or
detects any unauthorized acquisition, access, use, loss, alteration, theft, destruction or disclosure of the Personal Data or identifies any vulnerability which might lead to the same (a “Data Security Breach”).
Such notice shall be sent by e-mail to the address used by the Controller to create its EmailOversight account and shall include at least all information which is necessary for Controller to notify the supervisory authority and/or the data subjects as required by Applicable Privacy Law.
Controller shall ensure that its instructions to EmailOversight comply with Applicable Privacy Laws. EmailOversight shall immediately notify Controller if, in its opinion, an instruction infringes the Applicable Privacy Law.
In the event of a Data Security Breach, EmailOversight shall promptly take adequate remedial measures at its own expense and provide Controller with all relevant information reasonably requested by Controller regarding the Data Security Breach. EmailOversight shall fully cooperate with Controller and if requested by Controller, the supervisory authority (if appropriate), to develop and execute a response plan as agreed between the parties to address the Data Security Breach.
EmailOversight’s Data Protection Officer can be contacted via firstname.lastname@example.org.
Controller shall be entitled to disclose the existence of this Addendum, the fact it complies with Applicable Privacy Law, and the nature of the Controller’s relationship with EmailOversight in order to satisfy any of its legal obligations.