ListCentrix End User License Agreement

Please note that by agreeing to our End User License Agreement (EULA), you are agreeing to the following:

• If you choose to pay monthly, your credit card on file will be billed automatically on the first day of each month.
• You agree that any and all lists uploaded into ListCentrix will be permission-based and you will never use purchased or rented list(s) within ListCentrix.
• You can cancel your account at anytime and billing for your account will immediately cease, however you will not be refunded for billing periods preceding your cancellation, including the month in which you cancelled.
• Although we work hard to keep our IPs off of blacklists, at times we may be on one or more, negatively affecting our deliverability.

Through its ListCentrix Intelligent Email Manager Service ("Listcentrix") provides web site operators a variety of tools and resources to collect visitor email addresses and to create, launch, and manage online marketing campaigns. This service may not be used for the sending of unsolicited email (sometimes called "spam"). See our Anti-Spam Policy. The following are the terms and conditions for use of the Services. By clicking the 'I accept these terms and conditions' button on the sign-up page, you accept these terms and conditions.

1. Services and Support

1.1 The Services are provided subject to this Agreement, as it may be amended by ListCentrix, and any guidelines, rules or operating policies that ListCentrix may establish and post from time to time (the "Agreement"), including without limitation ListCentrix's email privacy policy (the "Policy") (unless otherwise stated, all references to the Agreement shall include the Policy). By posting updated versions of the Agreement on the Service or at the ListCentrix.com web site, or otherwise providing notice to you, ListCentrix may modify the terms of the Agreement and may discontinue or revise any or all other aspects of the Services in its sole discretion. All such changes shall become effective upon posting of the revised Agreement on the Service.

1.2 The Services are available only to persons who can form legally binding contracts under applicable law. Without limiting the foregoing, the Services are not available to individuals under the age of 18. If you do not qualify, you are not permitted to use the Services.

1.3 The Services enable corporate web sites, small business web sites, organizational web sites, and community sites to sign up web site visitors, collect and retrieve visitor sign-up data, and develop and execute email marketing communications with visitors.

1.4 The Services will be subject to monthly subscription fees ("Paid Services") once you have completed your free trial period or have exceeded the free subscriber limit, even if you manually remove names from your subscriber list. The subscriber limits of the free trial are subject to change at any time. You will be notified via email of the completion or termination of your free trial period and may purchase, in advance, a monthly or annual subscription for Paid Services. Access to the Services will be disabled until payment is received. Paid Services are billed monthly or pre-paid, in advance, according to the Fee Schedule provided to you by ListCentrix on its web site. The Fee Schedule, including subscriber levels and prices, are subject to change at any time. Amounts paid for the services are not refundable.

1.5 You must complete the registration form on the Sign Up page in order to use the Services. You will provide accurate information about yourself as requested in the registration form. As part of the registration process, you will identify an email address for your ListCentrix account. You are responsible for maintaining the security of your account, passwords, and files, and for all uses of your account and of the Services in your name. ListCentrix reserves the right to refuse registration of, or cancel, accounts it deems inappropriate.

1.6 If ListCentrix is for any reason unable to effect payment via your credit card or by check for invoiced accounts, you will be notified via email and sending on your ListCentrix account will be disabled until payment is received. Please note that allowing a credit card to expire or not submitting payment by check regardless of invoice receipt status will not automatically cancel your account. We continue to incur cost due to the maintenance of all account data, allowing subscriptions to occur, and providing access to your account. You will remain responsible for paying the monthly charge until we receive a cancellation notice as defined in Section Three (3) of this Agreement. We will send notice to the email address on record if a card is declined. We may also follow-up by phone or mail. If you are past due on payment of your invoice, we reserve the right to delete your data from our systems and discontinue Services in their entirety without any direct or third party liability whatsoever. We reserve the right to send delinquent accounts to a collection agency if they are not paid within three (3) months of invoice date. Any payment not received from Customer by the due date may accrue, at ListCentrix’s discretion, late charges at the rate of one and a half percent (1.5%) of the outstanding balance per month, or at the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.

1.7 You acknowledge that from time to time that email delivery of email messages may be blocked or prevented at the destination mail servers sent through ListCentrix. You acknowledge and agree that you are responsible for paying Fees for all email messages sent through ListCentrix, regardless of whether delivery of such messages to their intended recipients is prevented or blocked by any third party. You are responsible for monitoring, correcting and updating the email addresses to which messages are sent through your ListCentrix account.

2. Restrictions and Responsibilities

2.1 This is an Agreement for Services, and you are not granted a license to any software by this Agreement. You will not, directly or indirectly: reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of, or found at or through the Services or any software, documentation, or data related to the Services ("Software"); remove any proprietary notices or labels from the Services or any Software, modify, translate, or create derivative works based on the Services or any Software; or copy, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services or any Software. The Services shall be used for your internal business (which includes civic or charitable) purposes only and you shall not use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party. If you are using the Services in any country in the European Community, the prohibition against modifying, translating, reverse engineering, decompiling, disassembling or creating derivative works based on the Services or the Software does not affect your rights under any legislation implementing the E.C. Council Directive on the Legal Protection of Computer Programs.

2.2 You acknowledge and agree that the Services and the ListCentrix company names and logos and all related product and service names, design marks and slogans, are the property of ListCentrix or its affiliates or suppliers (collectively, the "Marks"). You are not authorized to use any of the Marks in any advertising, publicity or any other commercial manner without the prior written consent of ListCentrix. 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 ListCentrix or its third party suppliers, as the case may be.

2.3 You represent, covenant, and warrant that you will use the Services only in compliance with the Agreement and all applicable laws (including but not limited to policies and laws related to spamming, privacy, obscenity, or defamation). You agree you will not access or otherwise use third party mailing lists in connection with preparing or distributing unsolicited email to any third party. You hereby agree to indemnify and hold harmless ListCentrix against any damages, losses, liabilities, settlements, and expenses (including without limitation costs and reasonable attorneys' fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise arising from or relating to your use of the Services. Although ListCentrix has no obligation to monitor the content provided by you or your use of the Services, ListCentrix may do so 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.

2.4 Every email message sent in connection with the Services must contain an "unsubscribe" link that allows visitors to remove themselves from your mailing list and a link to the then current Email Privacy Policy (see Section 2.9 below). You acknowledge and agree that you will not remove, disable or attempt to remove or disable either link. You agree to only import permission-based lists (note: purchased lists may not be used, please contact ListCentrix if you have questions). You cannot mail to distribution lists, newsgroups, or spam email addresses. You cannot copy a ListCentrix template and use the design for purposes other than sending emails from ListCentrix. ListCentrix, at its own discretion, may immediately disable your access without refund to the Services if ListCentrix believes in its sole discretion that you have violated any of the restrictions listed above.

2.5 The Services may only be used for lawful purposes. Transmission or solicitation of any material that violates United States federal, state or other laws that may apply in this jurisdiction or your local area is prohibited. This may include material that is obscene, threatening, harassing, libelous, or in any way a violation of intellectual property laws or a third party's intellectual property rights. See ListCentrix's Prohibited Content and Commerce Statement for details.

2.6 For every email message sent in connection with the Services, you acknowledge and agree that the Services may automatically add an identifying footer stating "Powered by ListCentrix" or a similar message. You agree to cooperate with and provide reasonable assistance to ListCentrix in promoting and advertising the Services.

2.7 In using the varied features of the Services, you may provide information (such as name, contact information, or other registration information) to ListCentrix. ListCentrix 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. If you licensed the Services as a result of solicitation by a Marketing Partner of ListCentrix, ListCentrix may share your information with the Marketing Partner. ListCentrix will not provide information to companies you have not authorized, and ListCentrix will not permit the companies that get such information to sell and redistribute it without your prior consent.

2.8 ListCentrix will not use your customer list or any other customer information for any other purposes than those intended with the service. Your customer information will not be shared with any other parties. In addition, ListCentrix will not use your customer information for the purpose of sending unsolicited commercial e-mail.

2.9 You will adopt and maintain the Email Privacy Policy, which may be modified by ListCentrix from time to time.

2.10 How we handle Spam complaints. We have a no tolerance spam policy. Your account will be immediately terminated if you send Spam. Spam is defined as unsolicited mass email to persons with whom you do not have a business relationship or have not requested (opted-in to) your mailing. ListCentrix is intended for marketers who have an established list of permission-based opt-in email addresses. We provide our product only to those who follow our strict anti-spam policy. Using the system to send out emails to addresses obtained in any way other than a subscriber opting-in to your list will incur a $100.00 (US) charge per substantiated incident (i.e. per email). If you cannot provide proof that these addresses were subscribed to the list, that is also considered a 'substantiated incident' and will incur a $100.00 (US) charge.

3. Termination

3.1 Term of Agreement. This Agreement commences on the date your services initially began - the Effective Date - and continues until you terminate as defined in section 3.2. Services shall automatically renew for additional periods at the same contractual term as the previous Agreement at the list price in effect at the time of renewal unless Customer terminates as defined herein.

3.2 Termination. You may terminate this Agreement at any time by logging into your account and going to Cancel My Account within the Settings or by sending written notice to the attention of Accounting at ListCentrix at 2791 Foxfield Drive, West Chicago, Illinois 60185-5210. ListCentrix may terminate this Agreement or the Services at any time with or without cause, and with or without notice. ListCentrix shall have no liability to you or any third party because of such termination. All sections of this Agreement which by their nature will survive termination, including, without limitation, ownership, warranty disclaimers and limitations of liability.

3.3 Outstanding Fees. Termination shall not relieve Customer of the obligation to pay any fees accrued or payable to ListCentrix prior to the effective date of termination.

3.4 Customer Data. After cancellation, ListCentrix shall have no obligation to maintain or provide any Customer Data and may, at its sole discretion, thereafter delete all such data from its systems or any other forms otherwise in its possession or under its control. If you are past due on payment of your invoice, we reserve the right to delete your data and discontinue Services in their entirety without notice to the Customer and such discontinuance would not result in any direct or third party liability whatsoever for ListCentrix.

4. Warranty Disclaimer; Remedies

USE OF THE SERVICES AND ANY RELIANCE BY YOU UPON THE SERVICES, INCLUDING ANY ACTION TAKEN BY YOU BECAUSE OF SUCH USE OR RELIANCE, IS AT YOUR SOLE RISK. ListCentrix DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. THE SERVICES ARE PROVIDED "AS IS" AND ListCentrix DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.

Your sole and exclusive remedy for any failure or nonperformance of the Services shall be for ListCentrix to use commercially reasonable efforts to adjust or repair the Services.

5. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL ListCentrix OR ANY OF ITS UNDERLYING SERVICE PROVIDERS, BUSINESS PARTNERS, INFORMATION PROVIDERS, ACCOUNT PROVIDERS, LICENSORS, EMPLOYEES, DISTRIBUTORS OR AGENTS (COLLECTIVELY REFERRED TO FOR PURPOSES OF THIS SECTION AS "ListCentrix") BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY MONEY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES, EVEN IF ListCentrix SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. IN THE EVENT THAT NOTWITHSTANDING THE FOREGOING, ListCentrix IS FOUND LIABLE TO YOU FOR DAMAGES FROM ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE), THE LIABILITY OF ListCentrix TO YOU WILL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.

6. Export of Services or Technical Data

You may not remove or export from the United States 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 United States or any other applicable country.

7. Miscellaneous

7.1 If any provision of the Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

7.2 ListCentrix and you agree that the Agreement is 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 the Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No delay or omission by either party in exercising any right or remedy under this Agreement or existing at law or equity shall be considered a waiver of such right or remedy.

7.3 No agency, partnership, joint venture, or employment is created as a result of the Agreement, and you do not have any authority of any kind to bind ListCentrix in any respect whatsoever.

7.4 In any action or proceeding to enforce rights under the Agreement, the prevailing party will be entitled to recover its costs and attorneys' fees.

7.5 The Agreement shall be governed by the laws of the State of Illinois, USA without regard to its choice or law or conflict of laws provisions. All legal actions in connection with the Agreement shall be brought in the state or federal courts located in Chicago, Illinois.