Terms of Use

Terms of Use

Thanks for using SendPals.

Please read these Terms carefully. By using SendPals or signing up for an account, you're agreeing to these Terms. This is a legal agreement.

We'll start with the basics, including a few definitions that should help you understand this agreement. SendPals ("SendPals” or the "Service”) is an file sharing service offered through the URL www.sendpals.com (we'll refer to it as the "Website”) that allows you to upload, send, and manage files and folders (each message with files attached is called an "Post”) to a number of recipients (called "Group"). SendPals is owned and operated by The SendPals Group, LLC d/b/a SendPals, a California limited liability corporation ("SendPals,” "we,” or "us”). SendPals has employees, independent contractors, and representatives ("our Team"). As a customer of the Service or a representative of an entity that's a customer of the Service, you're a "Member” according to this agreement (or "you”).

These Terms of Use ("Terms,” including our Privacy Policy) define the terms and conditions under which you're allowed to use SendPals and how we'll treat your account while you're a Member. If you have any questions about our terms, feel free to contact us.

ACCOUNT

1. Eligibility

In order to use SendPals, you must:

  1. be at least eighteen (18) years old and able to enter into contracts;
  2. complete the registration process;
  3. not copy, upload, download or share content unless you have the right to do so.
  4. safeguard your password to the Services, make sure that others don't have access to it, and keep your account information current.
  5. agree to the Terms; and
  6. provide true, complete, and up to date contact information.

By using SendPals, you represent and warrant that you meet all the requirements listed above, and that you won't use SendPals in a way that violates any laws or regulations. SendPals may refuse service, close accounts of any users, and change eligibility requirements at any time.

Represent and Warrant

"Representing and warranting” is like making a legally enforceable promise.

2. Term

The Term begins when you sign up for SendPals and continues as long as you use the Service. Clicking the button and entering your username means that you've officially "signed” the Terms. If you sign up for SendPals on behalf of a company or other entity, you represent and warrant that you have the authority to accept these Terms on their behalf.

3. Closing Your Account

You or SendPals may terminate this Agreement at any time and for any reason by giving Notice to the other party. We may suspend our Service to you at any time, with or without cause. If we terminate your account without cause, we'll refund a prorated portion of your monthly prepayment or reimburse you for unused days of the month. We won't refund or reimburse you if there's cause, like a violation of these Terms. Once terminated, we may permanently delete your account and all the data associated with it, including your emails from our Website. If you don't log in to your account for 12 or more months, we may treat your account as "inactive" and permanently delete the account and all the data associated with it.

Acceptable Use Policy

Our Acceptable Use Policy sets some rules that you have to follow as a SendPals user. Some are dictated by the law, some are common sense (do unto others), and some are based on our experience delivering email.

4. Changes

We may change any of the Terms by posting revised Terms of Use on our Website and/or by sending an email to the last email address you gave us. Unless you terminate your account within ten (10) days, the new Terms will be effective immediately and apply to any continued or new use of SendPals. We may change the Website, the Service, or any features of the Service at any time.

5. Account and Password

You're responsible for keeping your account name and password confidential. You're also responsible for any account that you have access to, whether or not you authorized the use. You'll immediately notify us of any unauthorized use of your accounts. We're not responsible for any losses due to stolen or hacked passwords. We don't have access to your current password, and for security reasons, we may only reset your password.

6. Disputes

We don't know the inner workings of your organization or the nature of your personal relationships, and we don't arbitrate disputes over who owns an account. You won't request access to or information about an account that's not yours, and you'll resolve any account-related disputes directly with the other party. We decide who owns an account based on the content of the emails in that account, and if multiple people or entities are identified in the content, then we'll rely on the contact information listed for that account.

Resolving Other Disputes

We will talk first. We want to address your concerns without needing a formal legal case. Before filing a claim against SendPals, you agree to try to resolve the dispute informally by contacting dispute-notice@sendpals.com. We'll try to resolve the dispute informally by contacting you via email. If a dispute is not resolved within 15 days of submission, you or SendPals may bring a formal proceeding.

We both agree to arbitrate. You and SendPals agree to resolve any claims relating to these Terms or the Services through final and binding arbitration, except as set forth under Exceptions to Agreement to Arbitrate below.

Opt-out option. You can decline this agreement to arbitrate by submitting an opt-out email to opt-out@sendpals.com within 10 days of first accepting these Terms.

Arbitration Procedures. The arbitration will follow the process suggested by the American Arbitration Association (AAA) under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. The arbitration will be held in the San Diego county.

Arbitration Fees and Incentives. The AAA rules will govern payment of all arbitration fees. If you receive an arbitration award that is more favorable than any offer we make to resolve the claim, we will pay you $100 in addition to the award. SendPals will not seek its attorneys' fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.

Exceptions to Agreement to Arbitrate. Either you or SendPals may assert claims, if they qualify, in small claims court in San Diego (CA). Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services, or intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above.

No Class Actions. You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations aren't allowed.

Judicial forum for disputes. In the event that the agreement to arbitrate is found not to apply to you or your claim, you and SendPals agree that any judicial proceeding (other than small claims actions) will be brought in the federal or state courts of San Diego County (CA). Both you and SendPals consent to venue and personal jurisdiction there.

PAYMENT

7. Monthly Plans

Our charges for monthly plans (other than the free plan) are posted on our Website and may be changed from time to time. If any part of a month is included in the Term, then payment is due for the full month. Payments are due for any month on the same date, or the closest date in that month, to the day you signed up with us and made your first monthly payment (the "Pay Date"). If you go over your storage or any other limit and reach another pricing level, then you'll have to pay at the higher level on or before the next pay date. If the Term ends before that payment is due, you'll still be required to make one payment at the higher level.

8. Free Plans

You may sign up for a free account and use our Services. All terms of this agreement and our privacy agreement still apply.

9. Credit Cards

As long as you're a Member or have an outstanding balance with us, you'll provide us with valid credit card information and authorize us to deduct the monthly charges against that credit card. You'll replace the information for any credit card that expires with information for a different valid credit card. Anyone using a credit card represents and warrants that he or she is authorized to use that credit card, and that any and all charges may be billed to that credit card and won't be rejected. If, for some reason, we're unable to process your credit card order, we'll try to contact you by email and suspend your account until your payment can be processed. Sorry, we don't accept food or other forms of barter at this time.

10. Refunds

No Refunds. You may cancel your SendPals Paid Account at any time but you won't be issued a refund.

Downgrades. Your Paid Account will remain in effect until it's cancelled or terminated under these Terms. If you don't pay for your Paid Account on time, we reserve the right to suspend it or reduce your storage to free space levels.

11. Changes

We may change our fees at any time by posting a new pricing structure to our Website and/or sending you a notification by email.

RIGHTS

12. Proprietary Rights Owned by Us

You shall respect our proprietary rights in the Website and the software used to provide SendPals (proprietary rights include patents, trademarks, service marks, and copyrights). You may only use our brand assets according to our brand guidelines.

13. Proprietary Rights Owned by You

You represent and warrant that you either own or have permission to use all of the files and material in your Posts. You retain ownership of the materials you upload to the Service. We may use or disclose your materials only as we describe in these Terms and our Privacy Policy.

14. Privacy Policy

We may use and disclose your information according to our Privacy Policy. Our Privacy Policy will be treated as part of these Terms.

15. Right to Review Groups and Posts

We may view content from your Groups, Post and account to create algorithms and programs ("Tools") that help us spot problem accounts. We use these Tools to find Members who violate these Terms or laws.

Copyright

We respect the intellectual property of others and ask that you do too. We respond to notices of alleged copyright infringement if they comply with the law, and such notices should be reported using our DMCA Process. We reserve the right to delete or disable content alleged to be infringing and terminate accounts of repeat infringers.

Right to Review Email Campaigns

We study data internally to make our smarter data representation engine and create better experiences for senders and receivers.

RULES AND ABUSE

16. General Rules

You promise to follow these rules:

  1. You won't send unsolicited email or Spam! By "spam,” we mean the definition on the Spamhaus website.
  2. You woun't copy, upload, download or share content unless you have the right to do so.
  3. You will safeguard your password to the Services, make sure that others don't have access to it, and keep your account information current.
  4. You won't violate our Privacy Policy, which is part of this Agreement.

If you violate any of these rules, then we may suspend or terminate your account.

Spam

In short, spam means "unsolicited bulk email.” If you send people mass email without their permission, you're spamming.

17.Reporting Abuse

If you think anyone is violating any of these Terms, please notify us immediately. If you received spam you think came from a SendPals user, we want to hear about it. Please report it to our abuse team. If you think anyone has posted material that violates any copyrights, then you may notify us immediately.

Reporting Abuse

Every SendPals post has an embedded post ID (PID) in the header that makes it easy to report suspected spam. If it doesn't contain a PID, then it didn't come from SendPals.

18. Bandwidth Abuse/Throttling

You may only use our bandwidth for your sending your files to your groups. We provide file share hosting only for your posts, so you may not host files on our servers for anything other than your sharing files (like a website). We may throttle your connection through our servers at our discretion.

19. Compliance with Laws

You represent and warrant that your use of SendPals will comply with all applicable laws and regulations. You're responsible for determining whether our Services are suitable for you to use in light of any regulations like HIPAA, GLB, EU Data Privacy Laws, or other laws. If you're subject to regulations (like HIPAA) and you use our Service, then we won't be liable if our Service doesn't meet those requirements. If you're located in the European Economic Area (EEA) or send to anyone in the EEA, you represent and warrant that in creating your file sharing list, sending files via SendPals, and collecting information as a result of sending files, you:

  1. Will clearly describe in writing how you plan to use any data collected, including for your use of SendPals. You'll get express consent to transfer data to SendPals as part of this process, and you'll otherwise comply with whatever privacy policy you have posted.
  2. Have complied, and will comply, with all regulations, as well as data protection, electronic communication, and privacy laws that apply to the countries where you're sending any form of email through SendPals.
  3. Have collected, stored, used, and transferred all data relating to any individual in compliance with all data protection laws and regulations. You have the necessary permission to allow SendPals to receive and process data and send communications to that individual on your behalf.
  4. Agree to indemnify and hold us harmless from any losses, including attorney fees, that result from your breach of any part of these warranties.

European Economic Area

This applies to people who are sending to or from the European Economic Area. The EEA includes countries that are part of the European Union, plus Iceland, Liechtenstein, and Norway.

20. U.S. Export Controls

The software that supports the Services (the "Software") is subject to United States export controls. None of the Software may be downloaded or otherwise exported or re-exported in violation of United States export laws. You're downloading and using the Software at your own risk.

Export Controls

Export laws are set up by the government to keep certain goods and services from reaching other countries, usually because of security concerns or trade agreements.

LIABILITY

21. Limitation of Liability

To the maximum extent permitted by law, you assume full responsibility for any loss that results from your use of the Website and the Services, including any downloads from the Website. We and our Team won't be liable for any indirect, punitive, special, or consequential damages under any circumstances, even if they're based on negligence or we've been advised of the possibility of those damages. Our total liability for all claims made about the Service in any month will be no more than what you paid us for the Service the month before.

22. No Warranties

To the maximum extent permitted by law, we provide the material on the Website and the Service as is. That means we don't provide warranties of any kind, either express or implied, including but not limited to warranties of merchantability and fitness for a particular purpose.

Warranties of Merchantability

Since people use SendPals for a variety of reasons, we can't guarantee that it will meet your specific needs. But we hope it does!

23. Indemnity

You agree to indemnify and hold us and our Team harmless from any losses (including attorney fees) that result from any claims you make that aren't allowed under these Terms due to a "Limitation of Liability" or other provision. You also agree to indemnify and hold us harmless from any losses (including attorney fees) that result from third-party claims that you or someone using your password did something that, if true, would violate any of these Terms.

Indemnity

Indemnity is an agreement to compensate someone for a loss.

24. Attorney Fees

If we file an action against you claiming you breached these Terms and we prevail, we're entitled to recover reasonable attorney fees and any damages or other relief we may be awarded.

25.Liquidated Damages

In some cases, a breach of these Terms could cause damages, but proving the actual damages would be impossible. These cases will result in the corresponding liquidated damages, which are a reasonable pre-estimate of the damages:

  1. If you send messages that violate anti-Spam laws, then the liquidated damages will be five times the amount you paid us over the past 12 months, but not less than $900.
  2. If you host images for anything other than your posts in your groups, or use our resources in any way that's not permitted by these Terms, then the liquidated damages will be four times the amount you paid us over the past 12 months, but not less than $720.
  3. If have a paid account and you don't pay an amount due within thirty (30) days after we send you a late payment notice, then the liquidated damages will be three times the total amount you paid us over the past 12 months, but not less than $540 plus the amount owed.

Liquidated Damages

For example, if someone were to get our IPs blacklisted or lower our deliverability by breaking spam laws, we may seek liquidated damages since it's hard to put a number on those losses.

26. Equitable Relief

If you violate these Terms then we may seek injunctive relief (meaning we may request a court order to stop you) or other equitable relief.

27. Subpoena Fees

If we have to provide information in response to a subpoena related to your account, then we may charge you for our costs. These fees may include attorney and employee time spent retrieving the records, preparing documents, and participating in a deposition.

28. Disclaimers

We and our Team aren't responsible for the behavior of any advertisers, linked websites, or other Members.

FINE PRINT

29. Notice to U.S. Government End Users

The Software and Website, including all documentation, are "Commercial Items," as that term is defined at 48 C.F.R. §2.101, and consist of "Commercial Computer Software" and "Commercial Computer Software Documentation." The Commercial Computer Software and Commercial Computer Software Documentation are licensed to U.S. Government end users:

  1. only as Commercial Items,
  2. with the same rights as all other end users, and
  3. according to the Terms

Published and Unpublished rights are reserved under the copyright laws of the United States. Manufacturer is The Send Pals Group, LLC, 555 Bryant Street, Suite 150, California, 94301.

Notice to U.S. Government End Users

This part will matter to you if you're affiliated with the U.S. government.

30. Assignments

You may not assign any of your rights under this agreement to anyone else. We may assign our rights to any other individual or entity at our discretion.

31. Choice of Law

The State of California's laws, except for conflict of laws rules, will apply to any dispute related to these Terms or the Service. Any dispute related to the Terms, the Privacy Policy, or the Service itself will be decided by the state and federal courts in San Diego County, Californiat, and each party will be subject to the jurisdiction of those courts.

32. Force Majeure

We won't be held liable for any delays or failure in performance of any part of the Service, from any cause beyond our control. This includes, but is not limited to, acts of God, changes to law or regulations, embargoes, war, terrorist acts, riots, fires, earthquakes, nuclear accidents, zombie apocalypse, floods, strikes, power blackouts, volcanic action, unusually severe weather conditions, and acts of hackers or third-party internet service providers.

33. Survivability

Even if this Agreement is terminated, the following sections will continue to apply: Proprietary Rights Owned by Us, Proprietary Rights Owned by You, Compliance with Laws, Limitation of Liability, No Warranties, Indemnity, Choice of Law, Severability, and Entire Agreement.

34. Severability

If it turns out that a section of this Agreement isn't enforceable, then that section will be removed or edited as little as necessary, and the rest of the Terms will still be valid.

35. Interpretation

The headers and sidebar text are provided only to make this agreement easier to read and understand. The fact that we wrote these Terms won't affect the way this Agreement is interpreted.

36. Amendments and Waiver

Amendments or changes to these Terms won't be effective until we post revised Terms on the Website. That aside, additional terms may apply to certain features of the Service (the "Additional Terms"). The Additional Terms will be considered incorporated into these Terms when you activate the feature. Where there's a conflict between these Terms and the Additional Terms, the Additional Terms will control. If we don't immediately take action on a violation of these Terms, we're not giving up any rights under the Terms, and we may still take action at some point.

37. No Changes in Terms at Request of Member

Because we have so many Members, we can't change these Terms for any one Member or group. If we did that, keeping up with the changes would be a logistical nightmare. So no changes, no exceptions.

38. Further Actions

You'll provide all documents and take any actions necessary to meet your obligations under these Terms.

39. Notification of Security Breach

In the event of a security breach that may affect you or anyone in your Groups, we'll notify you of the breach and provide a description of what happened. If we determine, and notify you, that you need to forward all or part of that information to anyone on your Groups, you'll promptly do it.

40. Notices

Any notice to you will be effective when we send it to the last email or physical address you gave us or posted on our Website. Any notice to us will be effective when delivered to us along with a copy to our legal counsel: Attn. Legal Department, SendPals, 555 Bryant Street, Suite 150, California, 94301, or any addresses as we may later post on the Website.

41. Entire Agreement

These Terms, our Privacy Policy (all of which are incorporated into these Terms by reference), and any Additional Terms you've agreed to make up the entire agreement and supersede all prior agreements, representations, and understandings.

Congratulations! You've made it to the end. Thanks for taking the time to learn about SendPals's policies.

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