EmailValidator Terms of Service

Last Updated: 26 October 2013

  1. CONTEXT

EmailValidator (“Provider”) is an online, fee based, service to check validity of given email addresses. EmailValidator is offered as pay-for-use Software-as-a-Service. EmailValidator and built, owned and operated by LeadSquared Inc (“Company”).

The Client wishes to engage the Provider in order to perform Email Validation Services (“Services”) for the Client utilizing Provider’s email validation techniques with respect to email id data to be provided by the Client and

Provider is willing to provide such Services to the Client on the terms, and subject to the conditions, set forth herein.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants, promises and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Client and Provider agree as follows:

  1. Description of Email Validation Services

Provider will accept Client Data from Client via the website or email, and store the data on its secured servers. Utilizing its proprietary email validation techniques, Provider shall analyze the Client Data and send the processed data file to Client via email.

  1. Fee for the services

In consideration for provision by Provider of the Services, the Client shall pay the Company with the applicable compensation.

  1. Client Representations

Client hereby represents, warrants and covenants with Company as follows:

     a.        Client has the power and authority to transfer the Confidential Information to Provider, including without limitation, those “E-Mail Addresses” that comprise part of such Confidential Information in connection with the performance by EmailValidator of its obligations hereunder.

     b.        With respect to each E-mail Address, Client has received all necessary consents and affirmative authorizations from the owner of such E-mail Address for Provider, acting as an agent of Client, to send electronic-mail messages to Recipients on behalf of the Client, and Client shall promptly provide Provider (upon request) with evidence of said consent/authorization.

     c.        With respect to each E-mail Address provided to Provider in connection with the provision of Email Validation Services hereunder, Client has not rented, purchased, appended, scraped, harvested or obtained such E-mail Address using any illegal or surreptitious methods, or any method other than opt-in.

     d.        Client agrees to indemnify, defend and hold Company harmless from and against any losses, damages, expenses and other liabilities incurred by Company in connection with any breach by Client of this agreement.

  1. Term
    1. The term of this Agreement (the "Term") shall commence upon the sending of a file to the Provider and continue until the earliest of: (a) the termination of this Agreement by either party (the "Terminating Party") upon the occurrence of a material breach of this Agreement by the other party (the "Breaching Party") that is not cured by the Breaching Party within ten (10) business days following delivery of written notice from the Terminating Party to the Breaching Party referencing in reasonable detail the existence of such material breach; or (b) the termination of this Agreement by Company if Company, in its good faith discretion, believes that there is a strong likelihood that e-mail addresses or other data provided by Client to Company hereunder may have been obtained through illegal or unethical means ("harvesting", etc.); or (c) the termination of this Agreement by either party for any reason upon thirty (30) days prior written notice to the other party.
    2. Provider will retain personal data processed on behalf of our Clients for 90 days from the date of processing or termination of agreement or expiry of agreement. The data may be automatically deleted by Provider after 90 days unless the client makes and explicit request to retain the data. EmailValidator may retain the data for longer periods if it is necessary to comply with our legal obligations, resolve disputes, and enforce our agreements.
    3. The following sections shall survive the expiration or termination of this Agreement: Fees for the Services, Client Representations, Proprietary Rights, Confidentiality, Client’s Indemnity to LeadSquared,  and Limitations of Liability,  
  1. Independent Contractor Status.

The relationship of Company to the Client shall be that of an independent contractor, and nothing in this Agreement is intended to, or should be construed to, create a partnership, agency, joint venture or employment relationship.

  1. Proprietary Rights.
    1. The parties hereby acknowledge and agree that all worldwide right, title, ownership and interest in and to any and all designs, inventions, original works of authorship, findings, conclusions, discoveries, developments, concepts, improvements, trade secrets, techniques, processes, know-how and other work product, whether or not patentable or registrable under copyright or similar laws, which Company may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, in the performance of the Email Validation Services hereunder (collectively, the "Works"), including any and all intellectual property rights inherent in the Works and appurtenant thereto, including without limitation, all patent rights, copyrights, trademarks, know-how and trade secrets (collectively, "Intellectual Property Rights"), shall belong exclusively to Company.
    2. The parties expressly acknowledge and agree that right, title, ownership and interest to the Client Data, defined as email addresses submitted from Client to Company shall at all times remain exclusively with Client. The Provider shall use the Client Data only for the purpose of providing services or improving services under this agreement.
  1. Confidentiality.
    1. Each party shall keep confidential and not disclose to any third party or use for its own benefit, except as expressly permitted herein, or for the benefit of any third party, any Confidential Information disclosed to it by the other party, or any Confidential Information to which such party has access or an opportunity to gain knowledge. Each party agrees to secure and protect the Confidential Information of the other party in the same manner as it would secure and protect its own Confidential Information (but using no less than reasonable care) and agrees to take appropriate action by instruction or agreement with its agents who are permitted access to the Confidential Information of the other party to satisfy its obligations hereunder. Each party shall assist the other party in identifying and preventing any unauthorized use, copying or disclosure of the Confidential Information of the other party. Company agrees that all agents and representatives of Company that will have access to Confidential Information of the Client will be subject to contractual restrictions restricting disclosure of such Confidential Information.
    2. For purposes of this Agreement, "Confidential Information" means, with respect to the party disclosing such information (the "Disclosing Party"), all non-public information relating to the Disclosing Party, including without limitation and whether oral or written, Client Data, information relating to its business (and its assets, operations and finances), prospective business opportunities, all technical and non-technical information, patent, copyright, trade secret, trademark and other proprietary information, techniques, sketches, inventions, innovations, samples, business plans, designs, routines, programs, manuals, ideas, graphics, art, concepts, business methods, drawings, models, know-how, processes, apparatus, equipment, algorithms, software programs, software source documents, source code, object code and formulae related to the current, future and proposed products and services of the Disclosing Party. "Confidential Information" also includes, without limitation and whether oral or written, (a) information concerning research, experimental work, development, design details and specifications, engineering, financial information, customer information, customer lists, procurement requirements, pricing information, business forecasts, sales and merchandising and marketing plans and information related to the current, future and proposed products and services of the Disclosing Party, and (b) the terms and conditions of this Agreement (it being acknowledged and agreed by the Client that Company shall have the right, on its Internet website and in its other marketing materials, to reference the fact that the Client is a client of Company and to utilize the Client's trademark and other identifying symbols in connection with such references).
  2. Client’s Indemnity to LeadSquared

Client shall defend, indemnify and hold the Company harmless against any loss, damage or costs (including reasonable attorneys’ fees) incurred in connection with Claims made or brought against the Company by a third party alleging that Client Data, or Client’s use of the Email Validation Services in violation of the Agreement, infringes the intellectual property rights of, or has otherwise harmed, a third party or violates any law or regulation.

  1. Limitation of Liability.

IN NO EVENT SHALL EITHER PARTY, ITS OFFICERS OR ANY OF ITS AFFILIATES, BE LIABLE FOR ANY SPECIAL, PUNITIVE, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA, LOSS OF BUSINESS OR OTHER LOSS (INCLUDING SUBSTITUTION OF SERVICES) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY THIRD PARTY SERVICES DELIVERED IN CONNECTION HEREWITH EVEN IF PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH LIABILITY SOUNDS IN CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER THEORY OF LEGAL LIABILITY; AND IN NO EVENT SHALL EITHER PARTY’S OR ITS AFFILIATES’ OR RESOURCES’ CUMULATIVE LIABILTY HEREUNDER  EXCEED USD 1 ( US DOLLARS ONE ONLY).

  1. Miscellaneous.
    1. All notices, requests, demands, payments and other communications which are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given on receipt if delivered personally, upon receipt of an email, two days after being sent by a nationally recognized overnight carrier, or three days after being mailed by certified mail, postage prepaid, return receipt requested. Notices shall be sent to the company at the following addresses

LeadSquared Inc, 27 Progress Street,
Suite 200, Edison, 08820, NJ

  1. Each party hereby represents and warrants to the other party that: (i) such party has the power and authority to enter into this Agreement and to perform its obligations hereunder; (ii) the execution and delivery by such party of this Agreement, and the performance by such party of its obligations hereunder, have been duly authorized by all necessary corporate and other action of such party; and (iii) the performance by such party of its obligations hereunder will not violate or contravene any applicable, law, statute, court or governmental order applicable to such party, or any agreement or understanding between such party and any third party.
  2. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New Jersey, without regard to its conflicts of laws principles.