Thank you for choosing to use the services of Delta Flow Solutions LLC ("GlueLetter," "We," "Us," or "Our").
These Terms of Service were last updated on January 1, 2022
If You sign up for, or access or use the Website and/or other Services on behalf of a company or other legal entity, You represent and warrant that You have the authority to bind such entity to this Agreement, and the terms "You" or "Your" herein shall include you, the individual user, and such entity. You, the individual user, represent and warrant that You are at least eighteen (18) years old and able to enter into contracts.
THIS AGREEMENT IS SUBJECT TO ARBITRATION PURSUANT TO SECTION 15 BELOW.
If You have any questions about this Agreement, please contact Us.
Scope of Use; Plan. You may access and use the Services solely for Your own internal business purposes, and not for the use or benefit of any third party. You agree to access and use the Services in accordance with the terms of the applicable Services plan agreed to by You and GlueLetter (including via an Order Form, Product Order or Your selection of a Services plan via the Website), which may impose limits on, for example, the number of Users or newsletters (Your "Plan"). Based on Your Plan, GlueLetter may impose limits on certain features and services, as well as restrict Your access to parts or all of the Services. You agree to comply with all terms and conditions regarding Your access and use of the Services.
Competitive Activities. You may not access or use the Services if You are Our direct competitor, except with Our prior written consent. In addition, You may not access or use the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
Users. "Users" are identifiable unique persons who are authorized by You to use the Services on Your behalf, and who have each been supplied unique user names and passwords by You (or by Us at Your request). For clarity, each user name and password are intended for use by a single designated person and may not be shared with other individuals. Users may include only Your personnel (limited to Your employees and individual contractors). You may not exceed the maximum numbers of Users paid for as specified in Your Plan, as applicable.
Email Submissions. "Email Submissions" are the email messages that You upload or otherwise provide to Us for Our monitoring and analyzing Services.
Email Analytics Data. You authorize GlueLetter to collect certain data about the Email Submissions and the recipients of them, including how the recipients interact with the emails (collectively, the "Email Analytics Data"). You may be required to provide a unique identifier for Your email recipients in connection with these Services; provided, however, that any provision of Your recipients' email addresses is optional at Your election, and You are solely responsible for obtaining all necessary permissions in connection therewith.
We may change any or all of the GlueLetter Terms by posting revised terms on the Website and/or by posting notice of such changes within the application. Unless You terminate Your account within ten (10) days, the new GlueLetter Terms will be effective immediately and apply to any continued or new use of the Services. We may change or discontinue the Services, or any features of the Services, at any time.
You represent and warrant to GlueLetter that: (i) all sign up and registration information You submit is accurate and truthful and (ii) You will maintain the accuracy of such information. You also certify that You take full responsibility for the selection and use of, and access to, the Services, including Your Plan.
Your administrative Users (the "Admin Users") may appoint the number of Users specified in Your Plan and determine what feature permissions to grant to each such User, provided that the aggregate use of the Services by all Users, including the Admin Users, may not exceed the maximum limits as specified in Your Plan. You shall be responsible for all acts and omissions of Users (including any breaches of this Agreement by Your Admin Users or other Users), which will be deemed to be Your acts and omissions. In addition, You shall take full responsibility and liability for the security of each of Your user names and passwords (including, without limitation, those assigned to Your Admin Users and other Users), and You shall be solely responsible for all use of the Services through such user names and/or passwords. You agree to immediately notify GlueLetter of any unauthorized use of any of the Services or any other breach of security known to You.
You shall obtain and operate all Systems (as defined below) needed to connect to, access or otherwise use the Services, and You shall provide all corresponding backup, recovery and maintenance services. You shall ensure that all Systems are compatible with the Services, and You shall maintain the integrity and security of Your Systems (physical, electronic and otherwise). For the purposes of this Section, "Systems" means, without limitation, modems, servers, software, network and communications equipment and ancillary services that are owned, controlled or procured by You.
You, represent and warrant that You will not contribute any Submissions (as defined below) or otherwise use the Website or other Services in any manner that: (i) infringes or violates the intellectual property rights or proprietary rights, rights of publicity or privacy, or other rights of any third party; (ii) violates any law, statute, ordinance or regulation; (iii) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable; (iv) impersonates any person or entity; (v) contains a virus, trojan horse, worm, time bomb, or other harmful computer code, file, or program; (vi) is in any way related to sending or tracking unsolicited commercial mail or spam; or (vii) unreasonably interferes with use of the Website and/or Services by any other GlueLetter customers.
GlueLetter reserves the right to remove any Submissions or Content (as defined below) from the Website or other Services at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Submissions or Content or if GlueLetter is concerned that You may have breached the immediately preceding sentence). You acknowledge and agree that You determine, in Your sole discretion (through Your account settings or otherwise), that the Submissions that are provided to GlueLetter by You and/or the Email Analytics Data (as defined above) that is collected or generated through Your use of the Services, do not violate the terms of this Agreement and, as a result, You, and not GlueLetter, assume all risks associated with the provision of such Submissions and the collection or generation of such Email Analytics Data. You agree to indemnify and hold GlueLetter harmless from all claims, damages, liabilities, losses, costs and expenses (including attorneys' fees) arising out of any use or disclosure of any of Your Submissions or Email Analytics Data (provided that any such use or disclosure by GlueLetter is made in accordance with this Agreement). You agree to create archival copies or backup copies of all of Your Submissions and Email Analytics Data, as applicable. You represent and warrant that You possess all rights necessary to provide the Submissions, grant the licenses to GlueLetter and direct GlueLetter to collect or generate the Email Analytics Data on Your behalf (if applicable) as set forth in this Agreement.
Additionally, You shall not (directly or indirectly) or permit any third party to: (i) interfere or attempt to interfere with the proper working of the Website, the Services or any activities conducted by the access and/or use thereof; (ii) use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, "scrape", "data mine" or in any way gather information, content or other materials from the Services or reproduce or circumvent the navigational structure or presentation of the Services; (iii) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services, except to the limited extent applicable laws specifically prohibit such restriction; (iv) use the Services, or any of GlueLetter's documentation or confidential information, to create any website, software, documentation or service that is similar, in whole or part, to any of the Services, any related software, or any documentation provided in connection therewith; (v) modify, translate, or otherwise create derivative works of any part of the Services; or (vi) copy, license, sublicense, sell, resell, encumber, rent, lease, time-share, distribute, transfer or otherwise use or exploit or make available any of the Services (including in any service bureau arrangement or otherwise) for the benefit of any third party without the prior written consent of GlueLetter, unless otherwise expressly permitted by Your Plan.
Generally. GlueLetter reserves the right to require payment of fees for certain or all Services. You shall pay all applicable fees, as described on the Website, within the Services, pursuant to Your Plan, and/or, if applicable, as mutually agreed upon by You and GlueLetter, in connection with such Services (the "Fees"). Any Services not set forth in Your Plan or as otherwise mutually agreed upon by You and GlueLetter may be subject to additional fees.
Plan Limits. If You use any features that are only included in a Services plan that is higher-priced than Your Plan, or if You otherwise exceed the allowable limits of Your Plan, GlueLetter reserves the right to automatically upgrade Your Plan to the appropriate higher-priced Services plan and charge You the applicable Fees for that Plan effective as of the date You use such feature(s) and/or exceed the limits of Your Plan. GlueLetter may, but is not obligated to, contact You to warn You if You have exceeded the included features, limits or other terms of Your Plan. Notwithstanding the foregoing, You are solely responsible for reviewing the Website, Your use of the Services, and remaining aware of the limits of Your Plan.
Changes; Payments; Taxes. We reserve the right to change Our Fees and to institute new charges at any time (including, for clarity, for any subscription renewal), upon notice to You, which may be sent by email or posted on the Website or in the Services. Your use of the Services following such notification constitutes Your acceptance of any new or increased Fees. All payments shall be made in U.S. Dollars and, when paid, are non-cancelable, non-contingent and non-refundable, except as otherwise provided herein. We are not responsible for any additional bank fees, interest charges, finance charges, over draft charges, or other fees arising from or related to charges billed by Us. All payments hereunder are exclusive of federal, state, local and foreign taxes, duties, tariffs, levies, withholdings and similar assessments (including without limitation, sales taxes, use taxes and value added taxes), and You agree to bear and be responsible for the payment of all such amounts, excluding taxes based upon GlueLetter's net income. All amounts due hereunder shall be grossed-up for any withholding taxes imposed by any foreign government.
Except as expressly provided below in this Section, or as otherwise agreed to by GlueLetter in its sole discretion, there are no refunds or credits for partial subscription terms of Services, upgrades or downgrades, or unused subscription terms. If You have subscribed and paid for Your Plan and GlueLetter terminates Your account as permitted in Section 13 below for no reason (for clarity, excluding any termination for breach or other reason permitted in this Agreement), a portion of the amount You have paid that is attributable to the post-termination period on a pro rata basis will be refunded.
Content. The Website, the other Services, and their content are intended for use solely for Your own personal or internal business purposes and may only be used in accordance with the terms of this Agreement. All data, materials and information that may be displayed or performed on, accessed through, contributed to, or generated through the Services including, but not limited to text, graphics, software, scripts, sounds, music, videos, audiovisual combinations, interactive features, articles, photographs, images, illustrations (collectively, also known as the "Content") are protected by copyright and/or other intellectual property rights. You acknowledge and agree that the Services and Content (including all related software, functionality, algorithms, concepts, materials, formats, templates, rules, technology and related intellectual property) are owned by GlueLetter, its licensors or other providers. You shall abide by all copyright notices, trademark rules, restrictions and other information contained in any Content accessed through the Website or other Services, and You shall not use (except as otherwise expressly permitted in this Agreement), copy, reproduce, modify, create derivative works based on, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purposes whatsoever any Content not owned by You: (i) without the express prior written consent of the respective owners, and (ii) in any way that violates any third party right. Under no circumstances will GlueLetter be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content.
Trademarks. Delta Flow Solutions™, Delta Flow Solutions LLC™, GlueLetter™, glueletter.com, the GlueLetter logo, and all other trademarks, service marks, graphics and logos used in connection with the Website or other Services are unregistered or registered trademarks of GlueLetter or GlueLetter's licensors. Certain trademarks, service marks, graphics and logos used in connection with the Website or other Services may be the trademarks of third parties.
Email Submissions. In the course of using the Services, You and other users may provide, directly or indirectly, information which may be used by GlueLetter in connection with the provision of the Website and other Services. You understand that You may upload or otherwise provide to GlueLetter Email Submissions (as defined above) in order to use parts of the Services. You hereby grant, and agree to grant, to GlueLetter a nonexclusive, worldwide, royalty-free, sub-licensable and transferable right during the term of this Agreement to use, copy, reproduce, reformat, modify, create derivative works based on, excerpt, translate, distribute, publish, transmit, perform, upload, or display such Email Submissions (including under all related intellectual property rights) solely in connection with performing for You or providing to You the Services. GlueLetter agrees to use its reasonable best efforts to maintain Email Submissions as confidential and to prevent disclosure of any such Email Submissions to third parties that are unauthorized to receive such Email Submissions.
Your Ownership; Compliance with Laws. For clarity, the foregoing license grants to GlueLetter do not affect Your ownership of or right to grant additional non-exclusive licenses to Your Email Submissions ("Submissions"), or Email Analytics Data, unless otherwise agreed in writing. Notwithstanding the foregoing, any license granted to GlueLetter in this Agreement includes the right to use (including disclose) any Submissions or Email Analytics Data to comply with any legal, regulatory or similar requirement or investigation.
You hereby grant to GlueLetter the limited right to use Your name and any related logo to identify You as a customer of GlueLetter in listings of its customers, including in its marketing materials or websites.
GLUELETTER HAS NO SPECIAL RELATIONSHIP WITH OR FIDUCIARY DUTY TO YOU. YOU ACKNOWLEDGE THAT GLUELETTER HAS NO CONTROL OVER, AND NO DUTY TO TAKE ANY ACTION REGARDING: WHICH USERS GAIN ACCESS TO THE SERVICES; WHAT CONTENT YOU OR OTHERS ACCESS VIA THE SERVICES; WHAT EFFECTS THE CONTENT, SUBMISSIONS, OR EMAIL ANALYTICS DATA MAY HAVE ON YOU; HOW YOU MAY INTERPRET OR USE THE CONTENT OR EMAIL ANALYTICS DATA; OR WHAT ACTIONS YOU MAY TAKE AS A RESULT OF HAVING BEEN EXPOSED TO THE CONTENT OR EMAIL ANALYTICS DATA. YOU RELEASE GLUELETTER FROM ALL LIABILITY FOR YOU HAVING ACQUIRED OR NOT ACQUIRED CONTENT, SUBMISSIONS, OR EMAIL ANALYTICS DATA THROUGH THE WEBSITE OR SERVICES. GLUELETTER MAKES NO REPRESENTATIONS OR WARRANTIES CONCERNING ANY CONTENT, SUBMISSIONS, OR EMAIL ANALYTICS DATA. WITHOUT LIMITING THE FOREGOING, GLUELETTER DOES REPRESENT AND WARRANT THAT TO ITS KNOWLEDGE, THE SERVICES DO NOT INFRINGE ON THE INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY. EXCEPT AS EXPRESSLY PROVIDED IN THE PRIOR SENTENCE, THE SERVICES, CONTENT, EMAIL ANALYTICS DATA, WEBSITE AND ANY SOFTWARE ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE WEBSITE OR OTHER SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
You will indemnify and hold GlueLetter, its parents, subsidiaries, affiliates, officers, and employees harmless (including, without limitation, from all damages, liabilities, settlements, costs and expenses, including attorneys' fees) from any claim or demand made by any third party due to or arising out of Your access to or use of the Website or other Services, Your violation of this Agreement, or the infringement by You or any third party using Your account of any intellectual property or other right of any person or entity, including claims for infringement arising from or related to use of the Website or other Services in combination with any content, technology or process(es) not provided by GlueLetter where such claim or infringement would not have occurred in the absence of such combination, except to the extent such claim or demand arises from any breach by GlueLetter of its warranty set forth in the fifth sentence of Section 9 above.
EXCEPT IN CONNECTION WITH AMOUNTS OWED PURSUANT TO THE INDEMNIFICATION OBLIGATIONS IN THIS AGREEMENT, YOUR OBLIGATION TO PAY ALL FEES DUE HEREUNDER, AND ANY BREACHES BY YOU OF SECTION 1 (CERTAIN SERVICE DETAILS AND DEFINITIONS), SECTION 3 (CERTAIN OBLIGATIONS AND RESTRICTIONS) OR THE FIRST PARAGRAPH ONLY OF SECTION 5 (CONTENT, SUBMISSIONS AND EMAIL ANALYTICS DATA), TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL YOU OR GLUELETTER (OR ITS LICENSORS OR OTHER PROVIDERS) BE LIABLE WITH RESPECT TO THE WEBSITE, OTHER SERVICES OR THE SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY: (I) FOR ANY AMOUNT IN EXCESS OF THE GREATER OF $100 OR THE AMOUNTS PAID OR OWED BY YOU TO GLUELETTER IN RELATION TO THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THE APPLICABLE CLAIM; (II) FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER; OR (III) FOR DATA LOSS OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. FURTHERMORE, GLUELETTER SHALL NOT HAVE ANY LIABILITY FOR ANY MATTER BEYOND ITS REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
The Website or other Services may contain links to third party websites or services (collectively, "Third Party Websites") that are not owned or controlled by GlueLetter. When You access Third Party Websites, You do so at Your own risk. You hereby represent and warrant that You have read and agree to be bound by all applicable policies of any Third Party Websites relating to Your use of the Services and that You will act in accordance with those policies, in addition to Your obligations under this Agreement. GlueLetter has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any Third Party Websites. In addition, GlueLetter will not and cannot monitor, verify, censor or edit the content of any Third Party Websites. By using the Services, You expressly relieve and hold harmless GlueLetter from any and all liability arising from Your use of any Third Party Website.
This Agreement shall remain in full force and effect while You use the Website and other Services. You may terminate Your use of the Services at any time. GlueLetter may terminate or suspend Your access to the Services or Your subscription at any time with or without notice, for any reason, which termination or suspension may result in the forfeiture and destruction of all information associated with Your subscription. GlueLetter shall have no liability to You or any third party because of such termination or suspension. Without limiting its termination rights above, GlueLetter may terminate or suspend any and all Services or access or use thereof immediately, without prior notice or liability, if You breach any of the terms or conditions of this Agreement. Upon termination of Your account, Your right to access and use the Services (including, without limitation, any Content, Submissions, or Email Analytics Data) will immediately cease. All provisions of this Agreement, which, by their nature, should survive termination, shall survive termination, including, without limitation, ownership provisions, intellectual property-related restrictions, indemnification obligations, warranty disclaimers, and limitations of liability. In addition, all remedies for breach of this Agreement shall survive any termination of this Agreement.
If You provide to Us (directly or indirectly, and by any means) any comments, feedback, suggestions, or ideas related to the Services (collectively "Feedback"), the Feedback will be the sole property of GlueLetter. We will be entitled to use, reproduce, disclose, publish, distribute, and otherwise exploit in any manner, all Feedback, without restriction and without compensating You in any way. We are and shall be under no obligation to maintain any Feedback in confidence, or to respond to any Feedback.
The failure of either party to exercise, in any respect, any right provided for herein shall not be deemed a waiver of that right or any further rights hereunder. A waiver of any rights by GlueLetter hereunder must be express and in writing to be effective. GlueLetter shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond GlueLetter's reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including "line-noise" interference). If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. Unless expressly provided otherwise, each right and remedy in this Agreement is in addition to any other right or remedy, at law or in equity, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy. This Agreement is not assignable, transferable, delegable or sub-licensable by You, in whole or part, except with GlueLetter's prior written consent. Any purported assignment, transfer, delegation or sublicense in violation of the prior sentence shall be null and void. GlueLetter may freely assign, transfer or delegate this Agreement, in whole or part, in its discretion from time to time. We may also use subcontractors or other third party vendors or service providers to provide the Services. Both parties agree that this Agreement, including the terms of Your Plan, which are incorporated herein by reference, are the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all modifications and waivers of any provisions hereof must be in writing, signed by both parties, except as otherwise provided herein. In case of a conflict between these Terms of Service and Your Plan, the terms of each shall govern on the following order of precedence: (a) Your Plan (e.g., services plan selected via the Website, GlueLetter Order Form or GlueLetter Product Order), and (b) the GlueLetter Terms. In addition, the terms of this Agreement shall prevail over any additional or different provisions in any purchase order, acceptance notice, other similar document issued by You, which provisions shall be of no force or effect. No agency, partnership, joint venture, or employment is created as a result of this Agreement and You do not have any authority of any kind to bind GlueLetter in any respect whatsoever. Headings for each section have been included herein for Your convenience, but such headings do not have any legal meaning, and may not accurately reflect the content of the provisions they precede.
This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia without regard to the conflict of laws provisions thereof. ANY DISPUTE ARISING FROM OR RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT SHALL BE FINALLY SETTLED BY ARBITRATION IN THE COMMONWEALTH OF VIRGINIA, USING THE ENGLISH LANGUAGE BY ONE COMMERCIAL ARBITRATOR WITH SUBSTANTIAL EXPERIENCE IN RESOLVING INTELLECTUAL PROPERTY AND COMMERCIAL CONTRACT DISPUTES. JUDGMENT UPON THE AWARD SO RENDERED MAY BE ENTERED IN ANY COURT HAVING JURISDICTION, OR APPLICATION MAY BE MADE TO SUCH COURT FOR JUDICIAL ACCEPTANCE OF ANY AWARD AND AN ORDER OF ENFORCEMENT, AS THE CASE MAY BE. Notwithstanding the foregoing, each party shall have the right to institute an action in any court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. Except as otherwise permitted above, for all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts located in the Commonwealth of Virginia.
To the extent the California Consumer Privacy Act of 2018, as amended (the "CCPA"), applies to the Services that We provide to You, this provision shall be effective as of the later of January 1, 2020 or the date on which You enter into an Agreement for Services with GlueLetter. We do not receive any Personal Information from You as consideration for your access to and use of the Website and other Services. We shall not: (a) have, derive, or exercise any rights or benefits regarding Your Personal Information, (b) Sell Your Personal Information, or (c) collect, retain, share or use the Personal Information You provide except as necessary for the specific business purpose of performing the Services pursuant to the Agreement or otherwise as permitted by the CCPA. We shall refrain from taking any action that would cause transfer of Your Personal Information to or from Us that would qualify as a Sale of Personal Information under the CCPA. For the purposes of this Section, We are a Service Provider and the terms "Personal Information," "Sell," "Sale," and "Service Provider" shall have the same meaning as set forth in the CCPA.
If You have any questions, complaints, or claims with respect to the Services, You may contact Us at: firstname.lastname@example.org.