Iterable Terms of Service
Last updated: May 6, 2021
Iterable provides a cross-channel marketing platform that powers unified customer experiences and empowers you to create, optimize and measure interactions across the customer journey. You can access the platform through the Iterable website, Iterable APIs, and authorized applications.
Please read these Terms of Service (“Terms”) carefully before using any Services provided by Iterable. By using this or any of our websites, applications, services, or other properties (collectively, the “Services”) offered by Iterable, Inc. or its affiliates (“Iterable” or “us”), you acknowledge that you understand and agree to be bound by these Terms and any policies referenced herein. If you do not agree to these Terms, please do not use or register for any Services.
If you are using the Services on behalf of an organization, you agree to these Terms for that organization and represent and warrant that you have the authority to bind that organization to these Terms (in which event, “you” and “your” will refer to that organization) unless that organization has executed a separate Enterprise Order and/or Master Services Agreement with Iterable, in which case the terms in those documents will supersede and take precedence over these Terms.
|1. CHANGES TO THESE TERMS|
We reserve the right to modify these Terms. If we make material changes to these Terms, we will notify you via the Services and/or by email. You will be responsible for reviewing and becoming familiar with any such modifications. Your continued use of the Services following such notification constitutes your acceptance of the updated terms. If at any time you do not agree to the updated terms, you may terminate your use of the Services. You will still remain liable for any obligations incurred or charges accrued on or before the date of termination.
|2. ACCESS TO THE SERVICES|
Registration. As a condition to using certain Services, you may be required to supply Iterable with registration information. For example, if you request a demo, you will be asked to provide information such that we can follow-up with you on your inquiry. You agree to provide Iterable with accurate, complete, and updated information. You agree not to use another user’s account or registration information, for Iterable or any third party services you access through Iterable, without permission. Iterable reserves the right to refuse registration of or cancel an account in its discretion. You shall be responsible for maintaining the confidentiality of your Iterable password and for all activity of any person who accesses the Services using your password and account.
Provision of Services. Subject to these Terms, Iterable may provide Services, which are selected by you, solely for your own use, and not for the use or benefit of any third party. Iterable may change, suspend or discontinue the Services for any reason, at any time, including the availability of any feature. Iterable may also restrict your access to parts or all of the Services without notice or liability.
Your Responsibilities. You acknowledge and agree that if you provide data regarding your end users or e-mail campaigns to Iterable in connection with your use of the Services (“Customer Data”), you hereby grant Iterable a non-exclusive, worldwide, royalty-free, transferable right to use, modify, reproduce, and display such Customer Data (including all related intellectual property rights) to (i) provide the Services you have selected and (ii) improve the Services’ ability to deliver web and application analytics services to you. You warrant, represent and agree (i) that you have the authority to grant Iterable the rights set forth above as well as the rights to any Customer Data that you provide through the Services, (ii) you bear all responsibility and liability for the accuracy, completeness, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right of the Customer Data and Iterable’s access, possession and use as permitted herein, (iii) you are responsible to provide notice and obtain any legally required consent for your collection, use and disclosure of Customer Data to the Services, (iv) you will not contribute or provide any Customer Data or content that (a) infringes or violates any copyright or trademark or trade secret of another party, (b) infringes any intellectual property right or the privacy or publicity rights of another, (c) is libelous, defamatory, obscene, pornographic, harassing, hateful, offensive or otherwise violates any law or right of any third party, (d) contains a virus, trojan horse, worm, or other computer programming routine or engine intended to detrimentally interfere with any system, data or information, or (e) causes damage to the Iterable Services or its customers in any way. Iterable reserves the right to remove any Customer Data from the Services at any time, for any reason or for no reason at all. Iterable may, but is not obligated to, monitor Customer Data and remove any content or prohibit any use of the Services, including by refusing to send messages to your end users, if Iterable believes in its sole discretion such content or use may be (or is alleged to be) in violation of these Terms or any applicable laws or may impact delivery. All information transmitted through the Services is the sole responsibility of the party from whom such information originated. Iterable does not assume liability for any Customer Data or Customer content. You are responsible for all Customer Data and content submitted under your account, including Customer Data contributed by a third party under your account.
|3. USE GUIDELINES|
You are responsible for all of your (or any user you allow access to the Services) activity in connection with the Services. You may not post or transmit, or cause to be posted or transmitted, any communication designed or intended to obtain password, account, or private information from any Iterable user. Iterable will not be liable for any failures in the Services or other problems which are related to your Customer Data, content, or any equipment or service outside of Iterable’s facilities or control. You shall not use any part of the Services to violate the security of any computer network, crack passwords or security encryption codes, transfer or store material that is deemed threatening or obscene, or engage in any kind of illegal activity. You will not run Maillist, Listserv, any form of auto-responder, or spam on or through the Services. You will use the Services only in compliance with all applicable laws (including but not limited to policies and laws related to spamming, privacy, intellectual property, consumer and child protection, obscenity, or defamation). You represent, warrant and covenant that your use of the Services shall at all times comply with Iterable’s policies including but not limited to Anti-Spam Policy, as may be amended by Iterable from time to time, and you will not access or use third party mailing lists in connection with preparing or distributing email through the Services.
|4. PROPRIETARY RIGHTS|
Your Proprietary Rights. As between you and Iterable, you own all rights, title and interest in and to all Customer Data. You understand and allow Iterable (i) the rights provided under these Terms to provide you the selected Services and (ii) to use your logo and name as appropriate on the Iterable website(s) and certain marketing materials.
Iterable Proprietary Rights. All contents of the Services including but not limited to logo, design, text, software, technical drawings, graphics, files and their selection and/or arrangement as well as Iterable Confidential Information belongs to Iterable (and/or its affiliates or licensors). Iterable or its licensors own and reserve all rights, title and interest in and to the Services and all software and other items used to provide the Services. No title to or ownership of any proprietary rights related to the Services of Iterable Confidential Information is transferred to you pursuant to these Terms. Any feedback, suggestions or recommendations relating to the Services or Iterable Confidential Information (“Feedback”) submitted to Iterable shall become the property of Iterable. Iterable will not be required to treat any Feedback as confidential, and will not be liable for any ideas or incur any liability as a result of any similarities that may appear in our future Services, or operations.
Confidential Information Defined. “Confidential Information” means proprietary or confidential information that is marked as “proprietary” or “confidential” or should reasonably be considered “proprietary” or “confidential” given the nature of the information and the circumstances surrounding disclosure that is provided by disclosing party (“Disclosing Party”) to the receiving party (“Receiving Party”). Information shall not be considered Confidential Information if it: (a) is or becomes publicly available through no fault, default or breach of or by the Receiving Party; (b) is acquired by the Receiving Party from an independent third party; (c) is or was independently developed by the recipient Receiving Party without use of, or reference to, Confidential Information of the Disclosing Party; (d) was lawfully known to the Receiving Party without an obligation of confidentiality prior to disclosure by the Disclosing Party; or (e) is furnished to others by the Disclosing Party without restriction on disclosure. For the avoidance of doubt, all information and data relating to the provision of Services shall be Iterable Confidential Information.
Obligations of Confidentiality. Each Party acknowledges that in connection with these Terms, such Party may gain access to Confidential Information of the other Party. The Receiving Party agrees to: (a) not use the Disclosing Party’s Confidential Information other than as strictly necessary to exercise its rights and perform its obligations under these Terms; (b) not use any of the Disclosing Party’s Confidential Information directly or indirectly in any manner to the detriment of the Disclosing Party or to obtain any competitive benefit with respect to the Disclosing Party; and (c) maintain the Disclosing Party’s Confidential Information in strict confidence and not disclose the Disclosing Party’s Confidential Information without the Disclosing Party’s prior written consent.
Compelled Disclosure. Nothing in this Agreement shall prevent the Receiving Party from disclosing information to the extent the Receiving Party is legally compelled to do so by any governmental investigative or judicial agency pursuant to proceedings over which such agency has jurisdiction; provided, however, that prior to any such disclosure, the Receiving Party shall (a) assert the confidential nature of the information to the agency; (b) immediately notify the Disclosing Party in writing of the agency’s order or request to disclose, to the extent permitted; and (c) cooperate fully with the Disclosing Party in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of the compelled disclosure and protecting its confidentiality.
|6. WARRANTY DISCLAIMER|
You acknowledge and agree that (i) you are legally permitted to entered into these Terms, (ii) Iterable has no special relationship with or fiduciary duty to you, and (iii) Iterable has no control over, and no duty to take any action regarding your Customer Data or messaging that you provide through the Services. Other than as expressly stated, Iterable does not make any commitments about the specific functionality available through the Services, their reliability, availability or ability to meet your needs. THE SERVICES 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, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. TO THE FULLEST EXTENT ALLOWED BY LAW, ITERABLE DISCLAIMS ANY LIABILITY OR RESPONSIBILITY FOR THE ACCURACY, RELIABILITY, AVAILABILITY, COMPLETENESS, LEGALITY OR OPERABILITY OF THE MATERIAL PROVIDED THROUGH THE SERVICES. BY USING THE SERVICES, YOU ACKNOWLEDGE THAT ITERABLE IS NOT RESPONSIBLE OR LIABLE FOR ANY HARM RESULTING FROM (1) USE OF THE SERVICES; (2) DOWNLOADING INFORMATION CONTAINED ON THE SERVICES; (3) UNAUTHORIZED DISCLOSURE OF IMAGES, INFORMATION OR DATA THROUGH THE SERVICES; AND (4) THE INABILITY TO ACCESS OR RETRIEVE ANY DATA FROM THE SERVICES, INCLUDING, WITHOUT LIMITATION, HARM CAUSED BY VIRUSES OR ANY SIMILAR DESTRUCTIVE PROGRAM.
|7. THIRD PARTY SITES AND SERVICES|
You or your end-users may gain access from the Services to third party sites or services. You understand and agree that these third party sites, resources or services (“Third Party Services”) are not within the supervision or control of Iterable. Iterable makes no representations or warranties about any Third Party Services, and does not endorse the Third Party Services. Iterable disclaims all responsibility and liability for Third Party Services. You hereby irrevocably waive any claim against Iterable with respect to Third Party Services. Third Party Services may require your agreement to additional or different license or other terms prior to your use or access of their sites or services. Any such agreement shall not in any way modify these Terms here with Iterable.
You will indemnify and hold Iterable, its directors, officers, employees, agents, and representatives harmless, including costs and 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 Services, your violation of these Terms, the Anti-Spam Policy or any acceptable use policy, or your infringement, or the infringement by any third party using your registration information, of any intellectual property, privacy right, or other right of any person or entity, including but not limited to any third party claims relating to your disclosure of end-user personally identifiable information of your end-users to Iterable.
|9. LIMITATION OF LIABILITY|
Limitation of Liability. ITERABLE’S LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE LESSER OF THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DAY THE ACT OR OMISSION OCCURRED THAT GAVE RISE TO YOUR CLAIM OR $100USD.
Exclusion of Indirect Damages. IN NO EVENT SHALL ITERABLE, ITS DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, MEMBERS, AGENTS AND REPRESENTATIVES BE LIABLE WITH RESPECT TO THE SERVICES FOR (A) ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND; (B) DAMAGES FOR LOSS OF USE, PROFITS, DATA, IMAGES, CUSTOMER DATA OR OTHER INTANGIBLES; (C) DAMAGES FOR UNAUTHORIZED USE, NON-PERFORMANCE OF THE SITE, ERRORS OR OMISSIONS; OR (D) DAMAGES RELATED TO DOWNLOADING OR USING RESULTS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
Iterable may terminate or suspend any and all Services immediately, without prior notice or liability, if you breach any of the terms or conditions of this Agreement. Upon any such termination, your right to use the Services will immediately cease. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, indemnity, limitation of liability and warranty disclaimer.
|12. DISPUTE RESOLUTION|
You agree that the Terms, and your relationship with Iterable will be governed by the laws of the State of California, U.S.A. regardless of conflict of laws principles. You agree that all claims related to the Terms can only be litigated in the federal or state courts in San Francisco, California, USA and agree to personal jurisdiction in those courts. However, you agree that Iterable can apply for injunctive remedies in any jurisdiction. You must comply with all domestic and international export laws and regulations that apply to your use of the Services, such as software. These laws include restrictions on destinations, end users, and end use. Use of the Services is not authorized in any jurisdiction that does not give effect to all provisions of this Agreement, including without limitation, this section. To the extent that the following provision is not in conflict with applicable law, you may only resolve disputes with us on an individual basis and may not bring a claim or proceed in a group arbitration proceeding as a plaintiff or a class member in a class, consolidated, or representative action.
All rights reserved.