IMPORTANT – READ CAREFULLY: BY CLICKING THE “Sign Up” BUTTON, OR BY ACCESSING OR OTHERWISE USING ANY PART OF THE NULLBOUNCE HOSTED SERVICE PROVIDED HEREWITH, YOU EXPRESSLY AGREE TO BE BOUND BY, AND STRICTLY ADHERE TO, ALL OF THE TERMS OF THE AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THE AGREEMENT, DO NOT ACCESS OR USE ANY PART OF THE NULLBOUNCE HOSTED SERVICE.
The Terms and Conditions of Use Agreement (“Agreement”) is entered on today’s date (the “Effective Date”), by and between Null Bounce (the individual Moskvin Ilia) - Provider, and you (“Customer”). Each party is individually referred to in this Agreement as a “Party” and collectively as the “Parties.”
In consideration of the benefits and obligations exchanged in this Agreement, the Parties agree as follows:
- “Affiliate” means any entity which directly or indirectly controls, is controlled by or is under common control of a Party.
- “Agreement” means these Terms and Conditions of Use.
- “Content” means the information, documents, spreadsheets, and products made available to Customer through the Null Bounce Hosted Service.
- “Customer Data” means any data, information, or material provided by a Customer to the Null Bounce Hosted Service.
- “Null Bounce Hosted Service” means Provider’s online services accessed via the Site, including the Null Bounce API software, and the Content which Customer is being granted access to under this Agreement. The Null Bounce Hosted Service includes Provider’s email validation services and toolkit services, as further described below.
- “Intellectual Property Rights” means patent rights, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and trade secret rights, and all other intellectual property rights, derivatives thereof as well as other forms of protection of a similar nature.
- “Provider Technology” means all Provider proprietary technology made available to Customer in providing the Null Bounce Hosted Service.
- “Site” means NullBounce.com.
2. License Grant & Restrictions.
Subject to Customer’s material compliance with this Agreement and payment of all fees and charges related to its use of the Null Bounce Hosted Service, Provider hereby grants Customer a revocable, non-exclusive, and non-transferable, worldwide right to use the Null Bounce Hosted Service, solely for its own internal business purposes and use. The license granted hereunder permits Customer to upload Customer Data to the Null Bounce Hosted Service and download files provided to Customer via the Null Bounce Hosted Service containing Customer Data.
3. Customer Responsibilities.
Customer is responsible for all activity occurring under Customer’s account, including its right to use the Customer Data and submit the same through the Null Bounce Hosted Service, and will abide by all applicable laws, treaties and regulations in connection with its use of the Null Bounce Hosted Service. Customer accepts full responsibility for its use of the Null Bounce Hosted Service and any results obtained from such use, including but not limited to any actions taken with its Customer Data after use of the Null Bounce Hosted Service.
4. Customer Data.
5. Use of Identifying Information.
Customer consents to being identified by Provider as a customer on the Site and on any of Provider’s promotional material. Customer further consents to Provider’s use of its logo for such limited purposes.
6. Intellectual Property Ownership.
Provider owns all right, title and interest, including all related Intellectual Property Rights, in and to the Provider Technology, Content, and the Null Bounce Hosted Service. Provider expressly reserves all right, title, and interest in and to the Provider Technology, Content, and the Null Bounce Hosted Service, including, without limitation, any derivatives, improvements, enhancements or extensions conceived, reduced to practice or otherwise developed by Provider, together with any Intellectual Property Rights, or federal or state rights, pertaining thereto. Provider also expressly reserves any and all rights not expressly and explicitly granted in this Agreement, including, but not limited to, its right to license the Provider Technology, Content, and Null Bounce Hosted Service. This Agreement is not a sale and does not convey any rights of ownership in the Null Bounce Hosted Service. Customer’s rights hereunder are strictly limited as set forth herein. Customer acquires no right, title, or interest therein other than the right to use the Null Bounce Hosted Service in accordance with this Agreement.
Customer acknowledges that the Provider Technology, Content, and the Null Bounce Hosted Service contain valuable trade secrets and confidential information (“Confidential Information”) of Provider, including but not limited to, the architecture and functionality of such Provider Technology, Content, and the Null Bounce Hosted Service; and the appearance, organization, design, content, and flow of the Null Bounce Hosted Service. Customer agrees not to share, disclose or transfer, and not to permit a third party to share, disclose or transfer any of Provider’s Confidential Information. The Parties will use reasonable diligence and in no event less than the degree of care which the Parties will use in respect to their Confidential Information to prevent the unauthorized disclosure, reproduction or distribution of such Confidential Information to any other individual, corporation or entity. Such Confidential Information will exclude:
- information that is already in the public domain;
- information already known to the receiving Party, as of the date of the disclosure, unless the receiving Party agreed to keep such information in confidence at the time of its original receipt;
- information hereafter obtained by the Receiving party, from a source not otherwise under an obligation of confidentiality with the disclosing Party;
- information independently developed without any reference to Confidential Information;
- information that the receiving Party is obligated to produce under order of a court of competent jurisdiction, provided that the receiving Party promptly notifies the disclosing Party of such an event so that the disclosing Party may seek an appropriate protective order.
9. Charges and Payment of Fees.
- Payment fees.
Unless other payment fees are agreed upon by the Parties, Customer is responsible for payment of all fees and charges in accordance with the pricing terms shown on this pageopen in new window
- Payment terms.
Unless other payment fees are agreed upon by the Parties, Null Bounce may change the fees for the Null Bounce Hosted Service at any time and from time to time, effective immediately upon Customer’s receipt of notice of such fee change; provided, that, such fee changes will only be effective as to usage of the Null Bounce Hosted Service that occurs after the effective date of the relevant fee change. Unless otherwise stated, all fees are stated in U.S. Dollars. Customer will pay Provider in advance for use of the Null Bounce Hosted Service, by purchasing credits, unless other terms are agreed upon by the Parties. All sales/prepayments for credits made to Null Bounce are final and non-refundable. By providing any credit card information, Customer represents that it is authorized to use the card and authorizes Provider to charge the card for any fees. By submitting payment information, Customer authorizes Provider to provide that information to third parties for purposes of facilitating payment for the Null Bounce Hosted Service. Customer agrees to verify any information requested by Provider for purposes of acknowledging or completing any payment. All credit/charge card payments are subject to authorization by the card issuer. If Customer’s payment is not authorized, Provider will cancel the order (and notify you that we have done so). With the exception of special offers, access to the Null Bounce Hosted Services, or certain tools within the Null Bounce Hosted Services, will only be made available to Customer upon its purchase of credits.
A Party may immediately terminate this Agreement for any reason or no reason at all. Customer may terminate this Agreement at any time by discontinuing it's use of the Null Bounce Hosted Service. Any breach of Customer’s payment obligations or unauthorized use of the Null Bounce Hosted Service will be deemed a material breach of this Agreement. Provider may terminate this Agreement, Customer’s account, or Customer’s use of the Null Bounce Hosted Service if in Provider’s sole discretion, Customer commits a material breach of this Agreement or otherwise fails to comply with this Agreement. In the event of such termination, Customer will not be entitled to any refund whatsoever and its credits will be forfeited.
11. Representations & Warranties.
Each Party represents and warrants that it has the legal power and authority to enter into this Agreement.
Customer represents and warrants that:
- it has the right and authority to use the Customer Data and submit the same through the Null Bounce Hosted Service;
- it will abide by all applicable laws, treaties and regulations in connection with its use of the Null Bounce Hosted Service.
Provider represents and warrants that:
- it has the right and authority to make the Null Bounce Hosted Service available to Customer as authorized expressly by this Agreement;
- it will provide the Null Bounce Hosted Service in a manner consistent with general industry standards;
- it will use best efforts to detect software viruses and other undesirable components and will promptly take all reasonable steps to remove or neutralize any such components;
12. Mutual Indemnification.
Customer will indemnify, defend and hold Provider, and each such Party’s Affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses arising out of or in connection with: a claim by a third party alleging that Customer’s use of the Customer Data or Null Bounce Hosted Service violates any applicable law, or was unauthorized or that it exceeded the scope of the individual’s authorization by using the Null Bounce Hosted Service to validate such Customer Data, provided in any such case that Provider:
- promptly gives Customer written notice of the claim;
- gives Customer sole control of the defense and settlement of the claim;
- provides Customer all available information and assistance.
Provider will indemnify, defend and hold Customer and Customer Affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses arising out of or in connection with a claim by a third party alleging that the Null Bounce Hosted Service directly infringes an Intellectual Property Right of a third party; provided that Customer
- promptly gives written notice of the claim to Provider;
- gives Provider sole control of the defense and settlement of the claim;
- provides Provider all available information and assistance.
THE REPRESENTATIONS AND WARRANTIES PROVIDED IN THIS AGREEMENT ARE PROVIDER’S COMPLETE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES. PROVIDER DISCLAIMS ALL OTHER REPRESENTATIONS, WARRANTIES AND GUARANTIES OF ANY KIND. EXCEPT AS PROVIDED HEREIN, THE Null Bounce Hosted Service IS PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES AS TO TITLE OR INFRINGEMENT OR THIRD PARTY RIGHTS, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PROVIDER DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS CUSTOMER MAY OBTAIN BY USING THE Null Bounce Hosted Service. PROVIDER DOES NOT WARRANT THAT ACCESS TO OR USE OF THE Null Bounce Hosted Service WILL BE UNINTERRUPTED OR ERROR FREE. PROVIDER EXPRESSLY DISCLAIMS ANY INDEMNIFICATION FOR ANY CLAIMS OR ACTIONS BROUGHT AGAINST CUSTOMER BASED ON, OR AS A RESULT OF, OR IN CONNECTION WITH ANY INACCURACY, OMISSION, DEFECT OR MISTAKE IN THE Null Bounce Hosted Service, OR CUSTOMER’S USE THEREOF.
14. Limitation of Liability.
EXCEPT FOR CLAIMS ARISING UNDER A PARTY’S OBLIGATIONS OF CONFIDENTIALITY OR INDEMNIFICATION UNDER THIS AGREEMENT, NEITHER PARTY’S AGGREGATE LIABILITY WILL EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER TO PROVIDER IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM, AND NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND ARISING FROM CUSTOMER’S USE OF THE Null Bounce Hosted Service. NOTWITHSTANDING THE FOREGOING, PROVIDER’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY THEORY OF LIABILITY IS LIMITED TO THE AMOUNT OF FEES CUSTOMER HAS PAID TO USE THE Null Bounce Hosted Service IN THE PRECEDING TWELVE (12) MONTHS.
Provider may give notice to Customer through Customer’s e-mail address on record with Provider.
Provider reserves the right to alter or revise the terms of this Agreement by giving Customer thirty (30) days’ notice of the changes to be made. Customer’s continued use of the Null Bounce Hosted Service after the changes become effective means that it has accepted the revised terms. If Customer does not agree to accept the changes, Customer’s sole remedy shall be to discontinue its use of the Null Bounce Hosted Service.
17. Force Majeure.
Notwithstanding anything herein to the contrary, the Parties shall not be liable for any delays or failure in performance caused by circumstances beyond the reasonable control of the performing Party, such as wars or insurrections, acts of government, strikes, fires, floods, earthquakes, work stoppages, epidemic, pandemic, embargoes, and any other event beyond the reasonable control of the Party whose performance is affected.
18. Relationship of Parties.
No joint venture, partnership, employment, or agency relationship exists between Customer and Provider as a result of this Agreement.
This Agreement may not be assigned by either Party without the prior written consent of the other Party, which will not be unreasonably withheld, but may be assigned without the other Party’s consent to (i) a parent or subsidiary; (ii) an acquirer of assets or equity; or (iii) a successor by merger. Any purported assignment in violation of this section will be void.
If a part or provision of these terms and conditions is judged by any court of law or other competent authority to be unlawful and/or unenforceable, the other provisions will continue being applicable. If any unlawful and/or unenforceable provision turns out to be lawful or enforceable but a part of it has been deleted, this part will be considered as deleted, and the rest of the provision will be applicable.
The failure of Provider to enforce any right or provision in this Agreement will not constitute a waiver of such right or provision unless acknowledged and agreed to by Provider in writing.
No amendment or modification of any provision of this Agreement shall be effective unless in writing and executed by both Parties.
24. Entire Agreement.
This Agreement comprises the entire agreement between Customer and Provider and supersedes all prior or contemporaneous negotiations, discussions, or agreements, whether written or oral, between the Parties regarding the subject matter contained herein.