Terms of Use
1. Acceptance of the Terms of Use
These terms and conditions of use for the Mailfloss Service, constitute a legal agreement and are entered into by and between You (“You“, “Your“, “User“) and 1992379 Ontario Inc. (“Mailfloss,” “We,” “Us,” “Our“). The following terms and conditions together with any documents and/or additional terms they expressly incorporate by reference (collectively, these “Terms of Use“), govern Your access to and use, including any content, functionality, and services offered on or through the Mailfloss Service.
BY USING ANY ELEMENT OF THE MAILFLOSS SERVICE, YOU: (i) ACCEPT AND AGREE TO BE BOUND AND COMPLY WITH THESE TERMS OF USE AND OUR PRIVACY POLICY, INCORPORATED HEREIN BY REFERENCE. (ii) YOU REPRESENT AND WARRANT THAT YOU ARE THE LEGAL AGE OF MAJORITY UNDER APPLICABLE LAW TO FORM A BINDING CONTRACT WITH MAILFLOSS AND MEET ALL OF THE FOREGOING ELIGIBILITY REQUIREMENTS. IF YOU DO NOT AGREE OR DO NOT MEET ALL OF THESE REQUIREMENTS, YOU MUST NOT ACCESS OR USE THE MAILFLOSS SERVICE.
IF YOU ARE AN AGENT OR EMPLOYEE THEN YOU HEREBY REPRESENT AND WARRANT THAT: (I) AS THE INDIVIDUAL ACCEPTING THIS AGREEMENT YOU ARE DULY AUTHORIZED TO ACCEPT THIS AGREEMENT ON THE ORGANIZATION’S BEHALF AND TO BIND THE ORGANIZATION, AND (II) THAT THE ORGANIZATION HAS FULL POWER, CORPORATE OR OTHERWISE, TO ENTER INTO THIS AGREEMENT AND PERFORM ITS OBLIGATIONS HEREUNDER.
2. Definitions
“Derivative Data” has the meaning as defined in Section 14.
“Feedback” has the meaning as defined in Section 8.
“Interactive Functions” has the meaning as defined in Section 5.3.
“Mailfloss” has the meaning as defined in Section 1.
“Mailfloss Service” means: (i) means the services Mailfloss makes available via the Website; (ii) Mailfloss’ API; (ii) the Website; (iii) all other software, hardware, and systems used by Mailfloss to host and make the Mailfloss Service available for User’s use and access; and (iv) other software, sites, and services offered by Mailfloss in connection to any of those.
“Open-Source Component” means any software component that is subject to:
(a)
- an open-source copyright license agreement, including any GNU General Public License or GNU Library or Lesser General Public License, that has been approved by the open-source initiative;
(b)
- any other obligation, restriction or license agreement that:
(i)
- substantially conforms to the open-source definition as prescribed by the open-source initiative; or
(ii)
- may otherwise require disclosure or licensing to any third party of any source code with which such software component is used or compiled.
“Personal Information” means any information relating to an identified or identifiable individual.
“Privacy Policy” means the Mailfloss privacy policy located at https://mailfloss.com/privacy/.
“Submit” has the meaning as defined in Section 7.2.
“Subscription” means the right granted by Mailfloss to You to access and use the paid portions of the Mailfloss Service in accordance with the terms of these Terms of Use.
“Taxes“ has the meaning as defined in Section 16.8.
“Terms of Use” has the meaning as defined in Section 1.
“User Submissions” has the meaning as defined in Section 7.2.
“We“, “Us“, “Our” has the meaning as defined in Section 1.
“Website” means any websites used by Mailfloss to make the Mailfloss Service available, and includes the website located at https://mailfloss.com.
“You“, “Your“, “User” has the meaning as defined in Section 1.
“Your Data” means any data, information, content, records, and files that You load, transmit to or enter into the Mailfloss Service or otherwise provide to Mailfloss, and any data, information, content, records and files that the Mailfloss Service obtains from Your servers or systems or from third parties on Your behalf (including Personal Information of Users), including any and all intellectual property rights in any of the foregoing.
3. Modifications to the Terms of Use and to the Mailfloss Service
We reserve the right in Our sole discretion to revise and update these Terms of Use from time to time. Any and all such modifications are effective immediately upon posting and apply to all access to and continued use of the Mailfloss Service. You agree to periodically review the Terms of Use in order to be aware of any such modifications and Your continued use shall be Your acceptance of these.
The information and material on the Mailfloss Service, and the Mailfloss Service may be changed, withdrawn or terminated at any time in Our sole discretion without notice. We will not be liable if for any reason all or any part of the Mailfloss Service is restricted to users or unavailable at any time or for any period.
4. Free Trial Program
If You register for a free trial, We may make one or more services available to You on a trial basis until the earlier of (a) the end of the trial period for which You registered to use the applicable service(s), or (b) the start date of any Subscriptions ordered by You for such service(s), or (c) cancellation of the trial by You or Us. Additional trial terms and conditions may appear on a trial registration web page. Unless expressly stated otherwise, any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding, but will not override the terms found herein if there is a conflict.
5. Your Use of the Mailfloss Service and Account Set-Up and Security
You are responsible for obtaining Your own access to the Mailfloss Service. You are required to ensure that all persons who access the Mailfloss Service through an internet connection are aware of these Terms of Use and comply with them. You are responsible for any security breaches or performance issues relating to accessing the Mailfloss Service.
The Mailfloss Service requires user registration. It is a condition of Your use of the Mailfloss Service that all the information You provide on the Mailfloss Service is correct, current, and complete.
Your provision of registration information and any submissions You make to the Mailfloss Service through any functionality (collectively, “Interactive Functions“) constitutes Your consent to all actions we take with respect to such information consistent with Our Privacy Policy.
Any user name, password, or any other piece of information chosen by You or provided to You as part of Our security procedures, must be treated as confidential, and You must not disclose it to any other person or entity. You must exercise caution when accessing Your account from a public or shared computer so that others are not able to view or record Your password or other Personal Information. You understand and agree that should You be provided an account, Your account is personal to You or Your organization and You agree not to provide any other person with access to this Mailfloss Service or portions of it using Your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of Your user name or password or any other breach of security. You also agree to ensure that You logout from Your account at the end of each session. You are responsible for any password misuse or any unauthorized access. You may not allow multiple people to use the same account or otherwise access the Mailfloss Service in a manner intended to avoid incurring fees.
We reserve the right at any time and from time to time, to disable or terminate Your account, any user name, password, or other identifier, whether chosen by You or provided by Us, in our sole discretion for any or no reason, including any violation of any provision of these Terms of Use.
You are prohibited from attempting to circumvent and from violating the security of this Mailfloss Service, including without limitation: (a) accessing content and data that are not intended for You; (b) attempting to breach or breaching the security and/or authentication measures which are not authorized; (c) restricting, disrupting or disabling service to users, hosts, servers or networks; (d) illicitly reproducing TCP/IP packet headers; (e) disrupting network services and otherwise disrupting the Mailfloss Service owner’s ability to monitor the Mailfloss Service; (f) using any robot, spider, or other automatic device, process, or means to access the Mailfloss Service for any purpose, including monitoring or copying any of the material on the Mailfloss Service; (g) introducing any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful; (h) attacking the Mailfloss Service via a denial-of-service attack, distributed denial-of-service attack, flooding, mail-bombing or crashing; (i) modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Mailfloss Service (j) create any “links” to or “frame” or “mirror” of the Mailfloss Service or any portion thereof; or (k) otherwise attempting to interfere with the proper working of the Mailfloss Service.
6. Intellectual Property Rights and Ownership
You understand and agree that the Mailfloss Service and its entire contents, features, and functionality, including but not limited to all information, software, code, text, displays, graphics, photographs, video, audio, design, presentation, selection, and arrangement, are owned by Mailfloss, its licensors, or other providers of such material and are protected in all forms by intellectual property laws including without limitation, copyright, trademark, patent, trade secret, and any other proprietary rights.
Mailfloss’ name and all related names, logos, product and service names, designs, images and slogans are trademarks of Mailfloss or its affiliates or licensors. You must not use such marks without the prior written permission of Mailfloss. Other names, logos, product and service names, designs, images and slogans mentioned or which appear on the Mailfloss Service are the trademarks of their respective owners. Use of any such property, except as expressly authorized, shall constitute a violation of the rights of the property owner and may be a violation of federal or other laws and could subject the violator to legal action.
You may only use the Mailfloss Service solely for Your own internal business use.
7. Conditions of Use, User Submissions and Mailfloss Service Content Standards
As a condition of your access and use you agree that you may use the Mailfloss Service only for lawful purposes and in accordance with these Terms of Use.
The following content standards apply to any and all content, Your Data, material, and information a User submits, posts, publishes, displays, or transmits (collectively, “Submit“) to the Mailfloss Serivce, to other users or other persons (collectively, “User Submissions“) and any and all Interactive Functions. Any and all User Submissions must comply with all applicable federal, provincial, local, and international laws and regulations.
You understand and agree that You, not Mailfloss, are fully responsible for any User Submissions You Submit or contribute, and you are fully responsible and legally liable including to any third party for such content and its accuracy. We are not responsible or legally liable to any third party for the content or accuracy of any User Submissions submitted by you or any other user of the Mailfloss Service.
Without limiting the foregoing you warrant and agree that Your use of the Mailfloss Service and any User Submissions shall not:
(a)
In any manner violate any applicable federal, provincial, local, or international law or regulation including, without limitation, any laws regarding the export of data or software, patent, trademark, trade secret, copyright, or other intellectual property, legal rights (including the rights of publicity and privacy of others) or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use.
(b)
Include or contain any material that is exploitive, obscene, harmful, threatening, abusive, harassing, hateful, defamatory, sexually explicit or pornographic, violent, inflammatory, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age or other such prohibited ground or be otherwise objectionable.
(c)
Include or contain Personal Information that has not been requested by Mailfloss.
(d)
Involve stalking, attempting to exploit any individual or harm minors in any way by exposing them to inappropriate content or otherwise or ask for Personal Information.
(e)
Involve, provide or contribute any false, inaccurate or misleading information.
(f)
Include sending, knowingly receiving, uploading, downloading, using, or reusing any material that does not comply with these Terms of Use.
(g)
Impersonate or attempt to impersonate Mailfloss, a Mailfloss employee, another user, or any other person or entity (including, without limitation, by using email addresses, or screen names associated with any of the foregoing).
(h)
Include engaging in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Mailfloss Service, or which, as determined by us, may harm Mailfloss or users of the Mailfloss Service or expose them to liability.
(i)
Include causing annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, or alarm any other person.
(j)
Promote any illegal activity, or advocate, promote, or assist any unlawful act.
(k)
Give the impression that they originate from or are endorsed by Us or any other person or entity, if this is not the case.
8. Feedback: Grant of License
You may provide reasonable feedback to Mailfloss including, but not limited to, suitability, problem reports, suggestions and other information with respect to the Mailfloss Service and services (“Feedback“). You hereby grant to Mailfloss a fully paid-up, royalty-free, worldwide, assignable, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Mailfloss Service and/or services and any other Mailfloss products or services, or for any other purposes, any Feedback provided by You.
9. Monitoring and Enforcement, Suspension and Termination
Mailfloss has the right, without provision of notice to:
(a)
At all times, to take such actions with respect to any User Submission deemed necessary or appropriate in Our sole discretion, including without limitation, for violating these Terms of Use.
(b)
Take appropriate legal action, including without limitation, referral to law enforcement, regulatory authority or harmed party for any illegal or unauthorized use of the Mailfloss Service. Without limiting the foregoing, We have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Mailfloss Service.
(c)
Terminate or suspend Your access to all or part of the Mailfloss Service for any or no reason and you agree that any termination of Your access to the Mailfloss Service may be without prior notice, and You agree that We will not be liable to You or any third party for such termination.
(d)
Enforce quotas and usage limits to any part of the Mailfloss Service at its sole discretion, with or without notice, which may result in Mailfloss disabling or throttling Your usage of the Mailfloss Service for any amount of time.
YOU WAIVE AND HOLD HARMLESS MAILFLOSS AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY AND ALL CLAIMS RESULTING FROM ANY ACTION TAKEN BY MAILFLOSS AND ANY OF THE FOREGOING PARTIES RELATING TO ANY INVESTIGATIONS BY EITHER MAILFLOSS OR SUCH PARTIES OR BY LAW ENFORCEMENT AUTHORITIES.
We have no obligation, nor any responsibility to any party to monitor the Mailfloss Service or use, and do not and cannot undertake to review material that You or other users Submit to the Mailfloss Service. We cannot ensure prompt removal of objectionable material after it has been posted and We have no liability for any action or inaction regarding transmissions, communications, or content provided by any User or third party.
10. Termination by You.
To terminate Your Subscription, You agree that You must cancel Your Subscription via a support request at https://mailfloss.com using Your account email. Any other emails or phone requests to cancel Your Subscription will not be considered a cancellation.
If You cancel a Subscription before the end of Your current paid up month, Your cancellation will take effect immediately and You will not be charged again.
11. Privacy
Mailfloss is committed to protecting Your privacy. Please refer to Our Privacy Policy for information on how We collect, use, manage and protect Your Personal Information.
12. Data Protection
These Terms of Use incorporate the Mailfloss Data Processing Addendum v1, when the GDPR and CCPA both apply to your use of the Mailfloss Service.
These Terms of Use incorporate the Mailfloss Data Processing Addendum v2, when the GDPR (but not the CCPA) applies to your use of the Mailfloss Service.
These Terms of Use incorporate the Mailfloss Data Processing Addendum v3, when the CCPA (but not the GPDR) applies to your use of the Mailfloss Service.
These Terms of Use incorporate the Mailfloss Data Processing Addendum v4, when neither the CCPA nor the GPDR applies to your use of the Mailfloss Service.
13. Your Data
As between Mailfloss and You, You exclusively own all rights, title and interest in and to all Your Data. Mailfloss does not acquire any rights, title or ownership interest of any kind whatsoever, express or implied, in any of Your Data.
You hereby irrevocably grant all such rights and permissions in or relating to Your Data: (a) to Mailfloss, its subcontractors and its personnel as are necessary or useful for You to use the Mailfloss Service and for Mailfloss to perform any services; and (b) to Mailfloss as are necessary or useful to enforce this Agreement and exercise its rights and perform its obligations hereunder.
You represent and warrant to, and covenant with Mailfloss that You will not include Personal Information in Your Data unless it is requested by Mailfloss to provide the Mailfloss Service under this Agreement. To the extent that You include any Personal Information in Your Data that is not requested by Mailfloss, You share this Personal Information at Your own risk. You further represent and warrant to, and covenant with Mailfloss that Your Data will only contain Personal Information in respect of which You have obtained all applicable third party consents, authority and permissions, and have made all applicable third party disclosures, in each case as required by applicable laws, regarding all collection, storage, access, use, disclosure and transmission of such information.
After termination of this Agreement, Mailfloss will have no obligation to maintain or provide Your Data, and will thereafter delete or destroy all copies of Your Data in Our systems or otherwise in Our possession or control, except as required by law to maintain and only in accordance with Mailfloss’ Privacy Policy.
14. Rights in Derivative Data
You acknowledge and agree that the Mailfloss Service and services may compile, store and use aggregated data and system usage, analytics and diagnostic information to monitor and improve the Mailfloss Service and services and for the creation of new products. You hereby grant to Mailfloss a non-exclusive, transferable, assignable, irrevocable, worldwide, perpetual license to collect, process and aggregate Your Data and other such information and data and create anonymized, aggregated data records and use such anonymized and aggregated data, and all modifications thereto and derivatives thereof (“Derivative Data“) to improve the Mailfloss Service and/or services, develop new products and services, to understand usage, and for any other business purpose. This Derivative Data is no longer associated with You and as such is not Your Data.
15. Third Party Sites
For your convenience, the Mailfloss Service may provide links or pointers to third party sites, content, resources or email content. We make no representations about any other websites, content, resources or email content that may be accessed from the Mailfloss Service. If You choose to access any such sites, content, resources or email content You do so at Your own risk. We have no control over the contents of any such third party sites, content, resources or email content and accept no responsibility for such sites, content, resources or email content or for any loss or damage that may arise from Your use of them. You are subject to any terms and conditions of such third party sites, content, resources or email content that may apply. All statements and/or opinions expressed in any such third party site, content, resources or email content other than the content provided by Mailfloss, are solely the opinions and the responsibility of the person or entity providing those materials. Such materials do not necessarily reflect the opinion of Mailfloss. Mailfloss is not responsible, or liable to You or any third party, for the content or accuracy of any third party materials.
16. Subscription Specific Terms; Fees, Prepaid Credit and Payment:
All prices are quoted and payable in United States dollars. The price charged for the Subscription will be the price advertised at the time the order is placed or renewed every month (excluding prepaid credits that do not automatically renew) until terminated as outlined under in the Terms of Use, subject to the terms of any promotions or discounts and tax that may be applicable. The price charged will be clearly stated in Your invoice.
Subject to applicable law, all prices, discounts and promotions are subject to change without notice. Price increases will only apply to orders placed or renewed after the time of the increase.
You agree that an order is an offer to buy all services listed under these Terms of Use. All orders must be accepted by Us or We will not be obligated to licence the Mailfloss Service to You. We may choose not to accept orders at Our sole discretion, even after We make an invoice available to You.
Payment must be received by Us before Our acceptance of an order or renewal. We accept payment for all payment transactions in the forms listed here. However, We do not guarantee the availability of any payment method at any moment and We may add, remove or suspend any payment method temporarily or permanently at Our sole discretion.
You represent and warrant that: (i) the credit card information You supply is true, correct and complete, (ii) You are duly authorized to use such credit card for the purchase, (iii) charges incurred by You will be honoured by Your credit card company, and (iv) You will pay charges incurred by You at the posted prices, plus all applicable Taxes. You authorize Us to charge such credit card for: (i) all purchased Subscriptions ordered on a monthly basis or (ii) all individual orders of prepaid credits purchased, in both cases until terminated in accordance with these Terms of Use. Additional charges or Taxes may be applied by your payment service provider, issuer bank or intermediary which are beyond Our control. You acknowledge and agree that any credit card and related billing and payment information that You provide to Us may be shared by Us with companies who work on Our behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to Us and servicing Your account.
You agree that its order is not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Mailfloss regarding future functionality or features.
Unless otherwise required by law, Mailfloss has no obligation to provide a refund or a credit.
Unless otherwise agreed in writing, all prices are solely based on Our measurements of Your use of the Mailfloss Service. Prices advertised do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, HST, GST, sales, value-added, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes“). You are responsible for paying all Taxes associated with Your purchases.
17. Open-Source Licenses
Notwithstanding anything to the contrary in this Agreement, the Mailfloss Service may include Open-Source Components. Any use of the Open-Source Components by Licensee shall be governed by, and subject to, the terms and conditions of the relevant open-source license(s).
18. Export Regulation
The Mailfloss Service may be subject to Canadian export control laws. You shall not, directly or indirectly, export, re-export or release the Mailfloss Service to, or make the Mailfloss Service accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule or regulation. You shall comply with all applicable federal laws, regulations and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), before exporting, re-exporting, releasing or otherwise making or using the Mailfloss Service available outside Canada.
19. Geographic Restrictions
The owner of the Mailfloss Service is based in Niagara Falls, Canada. This site is not intended for use in any jurisdiction where its use is not permitted. If You access the site from a jurisdiction that is not permitted, You do so at Your own risk and You are responsible for compliance with local laws of Your jurisdiction.
20. Disclaimer of Warranties
YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE MAILFLOSS SERVICE, ITS CONTENT, AND ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE MAILFLOSS SERVICE IS AT YOUR OWN RISK. THE MAILFLOSS SERVICE, ITS CONTENT, AND ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE MAILFLOSS SERVICE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES OR CONDITIONS THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
NEITHER MAILFLOSS NOR ANY AFFILIATES NOR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SERVICE PROVIDERS MAKES ANY WARRANTY, REPRESENTATION OR ENDORSEMENT WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, SUITABILITY, ACCURACY, CURRENCY OR AVAILABILITY OF THE MAILFLOSS SERVICE OR ITS CONTENTS. WITHOUT LIMITING THE FOREGOING, NEITHER MAILFLOSS NOR ANY AFFILIATES NOR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SERVICE PROVIDERS REPRESENTS OR WARRANTS THAT THE MAILFLOSS SERVICE, ITS CONTENT, OR ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE MAILFLOSS SERVICE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
WE CANNOT AND DO NOT GUARANTEE OR WARRANT THAT FILES OR DATA AVAILABLE FOR DOWNLOADING FROM THE INTERNET OR THE MAILFLOSS SERVICE WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. YOU ARE SOLELY AND ENTIRELY RESPONSIBLE FOR YOUR USE OF THE MAILFLOSS SERVICE AND YOUR COMPUTER, INTERNET AND DATA SECURITY AND MEETING ANY MINIMUM REQUIREMENTS TO USE THE MAILFLOSS SERVICE. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DENIAL-OF-SERVICE ATTACK, DISTRIBUTED DENIAL-OF-SERVICE ATTACK, OVERLOADING, FLOODING, MAIL-BOMBING OR CRASHING, VIRUSES, TROJAN HORSES, WORMS, LOGIC BOMBS, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE MAILFLOSS SERVICE OR ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE MAILFLOSS SERVICE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY MAILFLOSS SERVICE LINKED TO IT.
21. Limitation on Liability
UNDER NO CIRCUMSTANCE WILL MAILFLOSS, ITS AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR SERVICE PROVIDERS BE LIABLE FOR NEGLIGENCE, GROSS NEGLIGENCE, NEGLIGENT MISREPRESENTATION, FUNDAMENTAL BREACH, DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, INCLUDING ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, BREACH OF PRIVACY OR OTHERWISE, EVEN IF THE PARTY WAS ALLEGEDLY ADVISED OR HAD REASON TO KNOW, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, RELIANCE ON, THE MAILFLOSS SERVICE, ANY LINKED MAILFLOSS SERVICE OR SUCH OTHER THIRD PARTY MAILFLOSS SERVICE, NOR ANY SITE CONTENT, MATERIALS, POSTING OR INFORMATION THEREON.
IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF MAILFLOSS, ITS AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR SERVICE PROVIDERS IN CONNECTION WITH OR UNDER THIS AGREEMENT EXCEED ONE HUNDRED CANADIAN DOLLARS ($100 CAD). FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. IN NO EVENT WILL OUR THIRD PARTY SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.
22. Indemnification
To the maximum extent permitted by applicable law, You agree to defend, indemnify, and hold harmless Mailfloss, its affiliates, licensee’s and their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to (i) Your breach of this Agreement or (ii) Your use of the Mailfloss Service, including, but not limited to, Your Submissions, third party sites, any use of the Mailfloss Service’s content, services, and products other than as expressly authorized in this Agreement or (iii) any third party liability related to Your Data or misrepresentation, criminal behaviour or negligence on the part of You; or (v) any actual or alleged infringement, violation or misappropriation of the rights of any person (including intellectual property or privacy rights) as a result of Your use of the Mailfloss Service (or any part thereof) contrary to the terms of this Agreement. You will fully cooperate with Mailfloss in the defense of any claim defended by You pursuant to its indemnification obligations under this Agreement and will not settle any such claim without the prior written consent of Mailfloss.
23. Governing Law
The Mailfloss Service and these Terms of Use will be governed by and construed in accordance with the laws of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision, principle or rule (whether of the laws of Ontario or any other jurisdiction) and notwithstanding Your domicile, residence or physical location.
24. Waiver of Recourse to the Courts and Binding Arbitration
You and Us are agreeing to give up any rights to litigate claims in a court. Other rights that You would have if You went to court may also be unavailable or may be limited in arbitration.
Any claim, dispute or controversy (whether in contract, tort or otherwise, whether pre-existing, present or future, and including statutory, consumer protection, common law, intentional tort, injunctive and equitable claims) between You and Us arising from or relating in any way to the Mailfloss Service or these Terms of Use, will be resolved exclusively and finally by binding arbitration.
The arbitration will be administered by an arbitration tribunal in the Province of Ontario pursuant to the rules of the Canadian Arbitration Association. The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction.
If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced.
25. Waiver
No waiver under these Terms of Use is effective unless it is in writing and signed by an authorized representative of the party waiving its right. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from these Terms of Use operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
26. Severability
If any term or provision of these Terms of Use is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of these Terms of Use or invalidate or render unenforceable such term or provision in any other jurisdiction.
27. Entire Agreement
The Terms of Use and all terms incorporated by reference herein constitute the sole and entire agreement between You and Mailfloss regarding the Mailfloss Service and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.
28. Reporting and Contact
The Mailfloss Service is operated by:
1992379 Ontario Inc.17-7000 McLeod Road Suite # 309Niagara Falls, ONL2G7K3
All notices of copyright infringement claims should be sent to the copyright agent designated in Our Copyright Policy found at [https://mailfloss.com/copyright-policy/] in the manner set out therein.
All other feedback, comments, reports of misuse, requests for technical support, and other communications relating to the Mailfloss Service should be directed to: [email protected]
29. Assignment
You will not assign this Agreement to any third party without Mailfloss’ prior written consent. Mailfloss may assign this Agreement or any rights under this Agreement to any third party without Your consent. Any assignment in violation of this Section 29 will be void. The terms of this Agreement will be binding upon permitted assignees. This Agreement will inure to the benefit of and be binding upon the parties, their permitted successors and permitted assignees.
30. Force Majeure
We shall not be liable for failing or delaying performance of its obligations resulting from any condition beyond Our reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labour conditions, power failures, and Internet disturbances.
31. Survival
The Sections that by their context should survive the termination of this Agreement will survive including but not limited to Sections 2 and 6 through 31.