INBOXLY LLC

GENERAL TERMS AND CONDITIONS

Last Updated on: September 1, 2025

These General Terms and Conditions (these “Terms”) are by and between the customer identified in the Order Form (“User”) and Inboxly LLC (“Inboxly”) and is effective as of the date specified in an Order Form duly executed by the User and Inboxly (the “Effective Date”). User and Inboxly are each a “party” and together the “parties”. All use of the Inboxly Services is governed by the Agreement (as defined below).  If User does not agree to the terms and conditions of the Agreement, User does not have Inboxly’s permission to use the Inboxly Services. User may use the Inboxly Services only if User is legally able to form a binding contract with Inboxly, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. Any use or access of the Services by anyone under eighteen (18) years of age is strictly prohibited and in violation of the Agreement.

1. DEFINITIONS

“Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity.

“Agreement” means, collectively, these Terms including all referenced Exhibits, Appendices, or Addenda hereto, including the Data Protection Addendum, and Order Forms as mutually executed by the parties, and any amendments to the foregoing executed by authorized representatives of the parties. In the event of a conflict between other provisions of these Terms and an Order Form, the provisions of the Order Form will govern and control, but only with respect to the services provided under that Order Form. No provisions of either party’s pre-printed purchase orders, acknowledgements, or click-through terms may modify the Agreement, and any such other or additional terms or conditions are void and of no effect.

“Customers” means User’s current and prospective customers.

“Including” with or without capitalization means “including without limitation” unless expressly stated otherwise.

“Intellectual Property Rights” means collectively all patent, trade secret, trademark, copyright (including any moral rights or statutory termination rights), and similar rights for the protection of inventions, works of authorship, recordings, mask works, and identification of source or sponsorship for goods or services in commerce.

“Malicious Code” means viruses, worms, Trojan horses and other code, files, scripts, agents, or programs designed for a harmful or malicious purpose.

“Non-GA Services” has the meaning as described in Section 9.5 (Non-GA Services).

“Order Form” means the mutually executed document(s) for placing orders for the Services under these Terms that are entered into between User and Inboxly, including referenced attachments or supplements included with or incorporated into the Order Form. 

“Services” means the Inboxly cold email lead generation services made available by Inboxly under these Terms via http://www.Inboxly.ai as the same may be updated from time-to-time and any other services provided by or on behalf of Inboxly under these Terms. “Services” hereunder does not include Third-Party Applications, or Non-GA Services. 

“Third-Party Applications” means third-party software applications, websites, content, products, or services specified in the Order Form that are engaged by User and used by User for the Services, and that are provided by entities or individuals other than Inboxly.    

“User Applications” has the meaning specified in Section 7.2 (User Applications and Code).

“User Data” means all electronic data or information submitted by or on behalf of User to Inboxly pursuant to the Agreement, as well as modifications to such data as a result of processing on the Services. For the avoidance of doubt, User Data does not include anonymized trends and patterns derived by Inboxly in and as part of the Services during its normal operation. 

2. SERVICES

2.1. Provision of Services. Subject to the terms and conditions of the Agreement, Inboxly hereby grants User the non-exclusive, non-transferable (except pursuant to Section 14.1 (Assignment) right to use the Services for User’s internal business purposes only during the term(s) specified in the applicable Order Form(s). As part of the Services, Inboxly may generate proposed prospect lists for User’s review and approval, and send marketing and advertising communications to approved prospects on User’s behalf to Customers. User agrees that, as between the parties, User is solely responsible for and shall be deemed the “sender” or “initiator” of any email message, text message or other communication transmitted through the Services on your behalf. Inboxly acts solely as a technical service provider and does not initiate or send communications for purposes of any applicable law. Inboxly is not an agent of User and has no authority to act on User’s behalf except as expressly stated in this Agreement. Inboxly is not responsible for reviewing or approving targeting lists, suppression files or the contents of any communication transmitted through the Services or transmitted by User related to User’s use of the Service, nor is it responsible for obtaining any necessary consents or permissions from the message recipients. User acknowledges and agrees that (w) all prospect lists proposed by Inboxly to User are for User’s use only and shall not be resold or reused outside of this engagement; (x) Inboxly does not guarantee specific sales, revenue, or conversion outcomes; (y) Inboxly does not provide any legal, compliance, or marketing advice in providing the Services, and (z) subscription(s) ordered hereunder are neither contingent on the delivery of any future functions or features, nor ordered in reliance on any oral or written public comments made by Inboxly regarding future functions or features.  

2.2. User Responsibilities, Restrictions, Representations and Warranties. 

1. User hereby represents, warrants and agrees to: (i) provide accurate business descriptions for campaign targeting, (ii) promptly review and approve all text and other messaging content proposed by Inboxly to ensure appropriateness and legal compliance, (iii) provide an accurate “Do Not Contact” or suppression list of email addresses that User has permanently excluded for receiving marketing, promotional, or other emails, (iv) provide timely approvals and inputs for prospect lists and messaging content, (v) ensure (A) that all User Data supplied was obtained lawfully, (B) the accuracy and integrity of User Data, and (C) that User has all necessary consents, licenses, rights, and authorizations to provide the User Data to Inboxly for Inboxly to use, reproduce, store, transmit, process and send communications on User’s behalf in accordance with the Agreement, (vi) prevent unauthorized access to the Services; and (vii) use the Services (including, without limitation, User’s provision of User Content, User’s approval of communications for Customers, collection, review, and approval of Customer lists and contact information, and User’s instructions for Inboxly to send such communications to Customers on User’s behalf) only in (A) in compliance with all applicable laws, rules and regulations, including without limitation marketing, telemarketing, data privacy, and security laws (such as the CAN-SPAM Act, CASL, TCPA, the Telemarketing Sales Rules, or any similar legislation) or industry best practices, in each relevant jurisdiction, and (B) in accordance with Inboxly’s instructions.  User acknowledges that any delays on the part of User may impact performance and in any case does not entitle User to any refunds.  For the avoidance of doubt, User is solely responsible and liable for all content sent to Customers as part of the Services, and email addresses which such content is sent to by Inboxly on behalf of User.

2. User shall not use the Services: (i) to, either directly or indirectly, send communications to any person under the age of thirteen (13) years of age; (ii) to advertise or promote any illegal service or product (or send or direct Inboxly to send any other communications) that are illegal in the place offered or consumed, (iii) to advertise or promote tobacco products, firearms, ammunition or other weapons, counterfeit or pirated goods or services, adult content or services (such as pornography or escort services), unlicensed gambling, investment schemes (including promotion of “pink slip” stocks), astrology or psychic services, lotteries, credit repair services, payday loan services, or any type of hate speech (targeting any societal group); (iv) to violate any securities or commodities regulations (such as to support a “pump and dump” scheme); (v) to defraud, deceive, mislead, discriminate against, harass, libel or defame any person, group or entity; (vi) to violate or promote any violation of any person’s or entity’s intellectual property rights; (vii) to threaten, promote or commit violence or fraud, or to violate any person’s or entity’s rights, or (viii) to store, reproduce, process, or transmit any information that may not lawfully be transferred to, stored, reproduced, or processed by Inboxly under the Agreement, including cardholder data that is subject to Payment Card Industry Data Security Standards, or (ix) to engage in industries prohibited by law or Inboxly’s internal risk assessment, including MLM, unlicensed pharmaceuticals, controlled substances, explosives, or high-risk financial schemes. 

3. User shall not, nor permit or anyone under its control to: (i) allow any third party to use the Services; (ii) decompile, reverse engineer, disassemble or otherwise attempt to reconstruct or discover any source code that is part of the Services; (iii) create unauthorized copies of any portion of the Services or make any unauthorized modifications to the Services; (iv) conduct benchmark or performance tests, or disclose the results of any such tests; (v) access the Services or its output for the purpose of developing a competitive product or service; (vi) use the Services to store or transmit infringing, libelous, obscene, or otherwise illegal content including Malicious Code; or (vii) attempt to gain access by unauthorized means to the Services or related systems or networks (including User attempts to conduct penetration testing against Inboxly systems without Inboxly’s prior written consent).

4. Inboxly may, in its sole discretion,  suspend or terminate the Services immediately if User violates any of provisions set forth in this Section 2.2.

2.3. Authorization and Account Access.  As part of the Services, Inboxly may (a) procure proposed prospect lists, and (b) purchase or register sending domains for use in outbound campaigns. Inboxly does so on behalf of User, and such lists and domains shall be deemed to belong to User, subject to the transfer provisions set forth in Section 12.5. Inboxly will retain administrative control of such lists and domains during the subscription term solely for the purpose of providing the Services, and will transfer ownership to User upon request in accordance with Section 12.5. User hereby also grants Inboxly permission to access and use any of User’s and User-designated email accounts, LinkedIn tools, and related tools, all on behalf of User for the provision of the Services. User will remain the owner of all such lists, domain, or other accounts and related data.   

3. SUPPORT SERVICES

3.1. Support Services. Inboxly shall provide User with the support services customarily provided to its customers as part of the base subscription fee, unless otherwise specified in the Order Form. 

4. PROTECTION OF USER DATA

4.1. Inboxly Protection of User Data and Third-Party Data Feeds. Inboxly shall use commercially reasonable technical and organizational measures designed to prevent unauthorized access, use, alteration or disclosure of User Data. Inboxly shall not (a) modify User Data except as part of the normal processing of data by the Services to perform User’s requested functions; (b) voluntarily disclose User Data except as set forth in Section 4.3 (Permitted Disclosures), or (c) access User Data except to provide the Services or other Services under the Agreement. User is solely responsible for taking and maintaining appropriate security, protection and backup actions with respect to User Data, and access to the Services, including the security of account passwords.  Inboxly’s Data Processing Addendum located here (“DPA”) is applicable if User Data contains any personal data, and in such case, the DPA is hereby incorporated by reference. 

4.2. User’s Responsibility for User Data. In connection with User Data, User hereby represents, warrants, and agrees that: (a) User has obtained the User Data lawfully, and the User Data does not and will not violate any applicable laws or any person or entity’s proprietary or intellectual property rights; (b) the User Data is free of all Malicious Code; (c) all User Data has and will be collected by User in accordance with a privacy policy that permits Inboxly to share, collect, use, and disclose such User Data as contemplated under this these Terms, and if required by applicable law, pursuant to consents obtained by User to do each of the foregoing; (d) User is solely responsible for ensuring compliance with all privacy laws in all jurisdictions that may apply to User Data provided hereunder; (e) Inboxly may exercise the rights in User Data granted hereunder without liability or cost to any third party; and (f) the User Data complies with the terms of these Terms. For purposes of clarity, Inboxly takes no responsibility and assumes no liability for any User Data, and User will be solely responsible for its User Data and the consequences of sharing it hereunder. User may not submit, or cause to be submitted, any User Data that includes a social security number, passport number, driver’s license number, or similar identifier, credit card or debit card number, employment, financial or health information, or any other information which may be subject to specific data privacy and security laws, or which could give rise to notification obligations under data breach notification laws, without Inboxly’s prior written approval.

4.3 Permitted Disclosures. User agrees that Inboxly may disclose User Data as follows: (a) when compelled by law in accordance with Section 8.3 (Compelled Disclosure); (b) to third party service providers that Inboxly retains to provide Services or the Services to User hereunder, provided that Inboxly has executed a written agreement with such third-party providers requiring them to maintain the confidentiality of User Data to the same extent as Inboxly does under the Agreement; (c) as expressly permitted in writing by User; and (d) to Inboxly’s Affiliates or permitted assigns pursuant to Section 14.10 (Assignment), provided that Inboxly has executed a written agreement with such parties to maintain the confidentiality of User Data to same extent as Inboxly does under the Agreement.

4.4 California Privacy. To the extent that User Data contains “personal information” that is subject to the California Consumer Privacy Act of 2018, its implementing regulations, and any amendments thereto (collectively, the “CCPA”), Inboxly agrees that it shall process such personal information as a service provider (as defined under the CCPA) and shall not (a) retain, use or disclose personal information for any purpose other than the purposes set out in the Agreement and/or as permitted by the CCPA or (b) ”sell” (as defined and understood within the requirements of the CCPA) personal information. 

5. THIRD-PARTY APPLICATIONS

The Services may include Third-Party Applications that are not owned or controlled by Inboxly. Inboxly does not endorse or assume any responsibility for any Third-Party Applications, and User acknowledges and agrees that (a) Inboxly is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such Third-Party Applications; (b) it is User’s responsibility to take precautions to ensure that whatever User selects for User’s use or download is free of Malicious Code, and other items of a destructive nature, and (c) Inboxly shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such Third Party Applications. As between Inboxly and User, User is solely responsible for identifying and complying with the applicable third-party terms and conditions for installed or enabled Third-Party Applications.

6. FEES AND PAYMENTS

6.1. Fees. User shall pay all fees specified in all Order Forms hereunder in US dollars and without any deduction for withholding or similar taxes. Except as otherwise specified herein or in an Order Form (a) fees based on Services subscriptions purchased apply whether or not the subscription is actually used, (b) payment obligations are non-cancelable and fees paid are non-refundable except as expressly stated herein, and (c) purchased quantities or amounts cannot be decreased during the relevant subscription term stated on the Order Form. Fees and charges for all services are as indicated in the Order Form.

6.2. Invoicing and Payment. User will provide Inboxly with a valid payment method reasonably acceptable to Inboxly. Charges for Service subscriptions shall be invoiced annually in advance and other fees for Services will be as stated in the applicable Order Form. Inboxly may charge all fees using the payment method provided at the time of the initial purchase, and User authorizes Inboxly to automatically process payments for recurring subscriptions beginning on the Effective Date, unless otherwise stated in the applicable Order Form. Unless otherwise stated in the Order Form, invoiced charges are due in advance of the Effective Date. User is responsible for providing complete and accurate billing and contact information to Inboxly and notifying Inboxly of any changes to such information.

6.3. Overdue Charges. If any undisputed (subject to Section 6.5 (Payment Disputes)) charges are not received from User by the due date, then at Inboxly’s discretion, such charges may accrue late interest at the rate of one percent (1%) of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.

6.4. Suspension of Service. If any undisputed (subject to Section 6.5 (Payment Disputes)) amount owing by User under this or any other agreement for the Services is fifteen (15) or more days overdue, Inboxly may, without limiting its other rights and remedies, suspend Services to User until such amounts are paid in full. Inboxly will give User at least seven (7) days’ prior written notice that User’s account is overdue, in accordance with Section 13.2 (Manner of Giving Notice), before suspending the Services.

6.5. Payment Disputes. Inboxly rights under Section 6.3 (Overdue Charges) and Section 6.4 (Suspension of Service) may be applied to late payment of disputed amounts as well, unless and for so long as User is disputing the applicable charges reasonably and in good faith, and is cooperating diligently to resolve the dispute.

6.6. Taxes. Unless otherwise stated, Inboxly’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). User is responsible for paying all Taxes associated with its purchases hereunder. If Inboxly has the legal obligation to pay or collect Taxes for which User is responsible under this paragraph, the appropriate amount shall be invoiced to and paid by User, unless User provides Inboxly with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Inboxly is solely responsible for taxes assessable against Inboxly based on its income, property and employees.

7. PROPRIETARY RIGHTS

7.1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, Inboxly reserves all rights, title and interest in and to the Services, including all related Intellectual Property Rights. No rights are granted to User hereunder other than as expressly set forth herein, and use of the Services for any purpose not expressly permitted by the Agreement is strictly prohibited.

7.2. User Applications and Code. If User or a third party acting on User’s behalf creates applications or program code for use with the Services (the “User Applications”), User authorizes Inboxly to host, copy, transmit, display and adapt such applications and program code, solely as necessary for Inboxly to provide the Services to User in accordance with the Agreement. Subject to the above, Inboxly acquires no right, title or interest from User or its licensors under the Agreement in or to such applications or program code, including any Intellectual Property Rights therein.

7.3. User Data. 

1. User owns all rights, title and interest in and to the User Data, including all related Intellectual Property Rights.

2. User hereby grants Inboxly the non-exclusive worldwide, royalty-free right to use, reproduce, store, transmit, perform, adapt, or display User Data solely to the extent required for Inboxly’s provision of the Services to User under the Agreement. Subject to the limited rights granted by User hereunder, Inboxly acquires no right, title or interest from User or its licensors under the Agreement in or to User Data, or User Applications including any Intellectual Property Rights therein.

3. In order to provide the Services and Services, to User, Inboxly utilizes data submitted to, collected by, or generated by Inboxly in connection with User’s use of the Services, but only in de-identified form, from which individual identifiers have been removed, and aggregated form, such that it can in no way be linked specifically to User or User’s customers (“Aggregated and De-Identified Data”). User acknowledges and agrees that Inboxly may internally use and modify (but not disclose) User Data for the purposes of generating Aggregated and De-Identified Data.

4. User acknowledges and agrees that User acknowledges and agrees that Inboxly may freely use, make available and retain Aggregated and De-Identified Data for Inboxly’s business purposes (including, without limitation, for purposes of improving, testing, operating, promoting and marketing the Services).

7.4. Feedback. Inboxly shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Services or other Inboxly services any suggestions, enhancement requests, recommendations or other feedback provided by User relating to the operation of the Services or the provision of Services, provided that the foregoing shall not apply to User Confidential Information. 

8. CONFIDENTIALITY

8.1. Definition of Confidential Information. As used herein, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Inboxly Confidential Information shall include the Services. User Confidential Information shall include User Data and User Applications.  Confidential Information of each party shall include the terms and conditions of the Agreement, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information shall not include any information that (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party as evidenced by the Receiving Party’s written records, (c) is received from a third party without breach of any obligation owed to the Disclosing Party, or (d) was independently developed by the Receiving Party without reference to Disclosing Party’s Confidential Information as evidenced by the Receiving Party’s written records.

8.2. Protection of Confidential Information. The Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care). The Receiving Party shall (a) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of the Agreement, and (b) except as otherwise authorized by the Disclosing Party in writing, not voluntarily disclose Confidential Information of the Disclosing Party, except to those of its and its Affiliates’ employees, contractors and agents who need such access for purposes consistent with the Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Neither party shall disclose the terms and conditions of the Agreement to any third party other than User’s and Inboxly’s respective Affiliates, their officers, directors and employees, current and potential investors and acquirers, and their legal counsel and accountants without the other party’s prior written consent, except that either party may generally promote the fact that they have entered into an agreement with the other party related to the products and services described hereunder.

8.3. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest or limit the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information. 

9. WARRANTIES AND DISCLAIMERS

9.1. Inboxly Warranties. Subject to Section 9.2 (Exclusion from Warranties), Inboxly warrants that (a) Inboxly has validly entered into the Agreement and has the legal power to do so, (b) the Services shall perform materially in accordance with the Agreement, including any specifications or descriptions set forth in the applicable Order Form, (c) subject to Section 5 (Third-Party Applications), the functionality of the Services (as defined as of the subscription start date of an Order Form) will not be materially decreased during a subscription term, and (d) Inboxly will use industry standard measures to not transmit Malicious Code to User, provided it is not a breach of this Section 9.1 if User uploads a file containing Malicious Code into the Services and later downloads the same file, unmodified by Inboxly, containing Malicious Code. For any breach of a warranty above, User’s exclusive remedy shall be as provided in Section 12.3 (Termination for Cause) and Section 12.4 (Refund or Payment upon Termination) below.

9.2. Exclusion from Warranties. The warranties in Sections 9.1(b) and (c) (Inboxly Warranties) are void to the extent any failure to perform in accordance with the Agreement or any specifications or descriptions set forth in the applicable Order Form, or any decrease in functionality is the result of (a) the Services not being used in accordance with Inboxly’s instructions or the Agreement, (b) the Services having been modified or altered by User without Inboxly’s knowledge and written permission, or (c) Internet or network connections, streaming services, computers, equipment or devices not supplied by Inboxly. Further, Inboxly makes no warranties of any sort applicable to Third-Party Applications, or Non-GA Services which are made available by Inboxly “AS IS”.

9.3. User Warranties. User warrants that (a) User has validly entered into the Agreement and has the legal power to do so, (b) that Inboxly’s use of User Data and User Applications will not infringe or violate the Intellectual Property Rights of any third party; and (c) User’s entry into the Agreement and performance of its obligations hereunder will not violate or conflict with any other agreement or obligations to which User is bound.

9.4. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTIES OF TITLE AND NON-INFRINGEMENT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. INBOXLY DOES NOT REPRESENT OR WARRANT THAT USE OF THE SERVICES WILL BE ERROR-FREE, COMPLETELY SECURE, OR  UNINTERRUPTED, OR THAT THE SERVICES WILL MEET ANY OF CUSTOMER’S REQUIREMENTS, OR THAT DEFECTS IN THE SERVICES WILL BE CORRECTED. THIRD-PARTY APPLICATIONS ARE NOT PART OF THE “SERVICES” HEREUNDER AND ARE MADE AVAILABLE “AS IS" WITH NO EXPRESS OR IMPLIED WARRANTIES OF ANY KIND.

9.5. Non-GA Services. From time-to-time Inboxly may invite User to try, at no charge, Inboxly products or services that are not generally available to Inboxly customers (“Non-GA Services”). User may accept or decline any such trial in its sole discretion. Any Non-GA Service will be clearly designated as beta, pilot, limited release, developer preview, nonproduction or by a description of similar import. Non-GA Services are provided for evaluation purposes and not for production use, are not supported, may contain bugs or errors, and may be subject to additional terms. NON-GA SERVICES ARE NOT PART OF THE “SERVICES” HEREUNDER AND ARE PROVIDED “AS IS” WITH NO EXPRESS OR IMPLIED WARRANTIES OF ANY KIND. Inboxly may discontinue Non-GA Services at any time in its sole discretion and may choose to never make them generally available.   

10. INDEMNIFICATION

10.1. Indemnification by User. User shall defend Inboxly, its Affiliates, and its permitted contractors and sub-processors (collectively “Indemnified Parties”) against any claim, demand, suit or proceeding made or brought against a Inboxly Indemnified Party by a third party to the extent arising from User’s breach of (a) the requirements of Section 2.2 (User Responsibilities and Restrictions) of these Terms (including the requirement to have the legal rights to provide the User Data to Inboxly for processing under this Agreement), (b) applicable law or third party rights, or any claim arising out of the provision of Services to the specifications or at the direction of User (each a “Claim”), and shall indemnify the Indemnified Parties for any out-of-pocket damages, attorney fees, costs, judgments, and approved settlement payments, incurred in defending such a Claim; provided that Inboxly: (x) promptly gives User written notice of the Claim (provided that any failure or delay in doing so shall only mitigate User’s obligations under this Section 10.1 to the extent it actually prejudices User’s ability to defend the applicable Claim); (y) gives User sole control of the defense and settlement of the Claim (provided that User may not settle any Claim unless the settlement unconditionally releases Inboxly of all liability); and (z) provides to User all reasonable assistance, at User’s expense. 

10.3 Exclusive Remedy. This Section 10 (Indemnification) states the User’s sole liability to the Indemnified Parties for, and the Indemnified Parties’ exclusive remedy for, Claims.  

11. LIMITATION OF LIABILITY

11.1. Exclusion of Consequential and Related Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, LOST DATA, OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, NEGLIGENCE, OTHER TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES ARISING OUT OF OR RELATING TO THE AGREEMENT AND ANY SERVICES PROVIDED PURSUANT TO THE AGREEMENT. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

11.2. Limitation of Liability. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATING TO THE AGREEMENT AND ANY SERVICES PROVIDED PURSUANT TO THE AGREEMENT WHETHER IN CONTRACT, NEGLIGENCE, OTHER TORT, OR UNDER ANY OTHER THEORY OF LIABILITY EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY CUSTOMER HEREUNDER FOR THE SUBSCRIPTION TO THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH LIABILITY AROSE (“LIABILITY LIMIT”); PROVIDED, HOWEVER, THE FOREGOING SHALL NOT LIMIT CUSTOMER’S PAYMENT OBLIGATIONS UNDER SECTION 6 (FEES AND PAYMENTS) OR USER’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10 (INDEMNIFICATION).

12. TERM AND TERMINATION

12.1. Term of Agreement. The Agreement commences on the Effective Date of the applicable Order Form and continues until all subscriptions granted in accordance with the Agreement and other Services have expired or been terminated.

12.2. Term of Purchased Subscriptions and Renewals. Services subscriptions purchased by User commence on the start date specified in the applicable Order Form and continue for the subscription term specified therein, as provided in the Order Form. Unless otherwise specified in the applicable Order Form or if either party gives written notice of its intent to not renew to the other party at least thirty (30) days prior to the end of the initial subscription term, the subscription term will automatically renew on the same terms and for the same period as the initial subscription term (“Renewal Term”), using the same payment information as for the initial subscription. Unless otherwise specified in the applicable Order Form, pricing for the Renewal Term will not increase by more than three percent (3%) per year over the rates charged during the last year of the initial subscription term for the same services (including quantity) renewed from the initial subscription term. Only one Renewal Term is permitted per Order Form.

12.3. Termination for Cause. In addition to Inboxly’s right to suspend or terminate the Services under Section 2.2(d) (User Responsibilities and Restrictions), either party may terminate any Order Form for cause upon thirty (30) days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period; or if either party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

12.4. Refund or Payment upon Termination. Upon any termination for cause by User, Inboxly shall promptly refund User any prepaid fees covering the remainder of the term of all terminated subscriptions after the effective date of termination. Upon any termination for cause by Inboxly, User shall pay any unpaid fees covering the remainder of the term of all Order Forms after the effective date of termination. In no event shall any termination relieve User of the obligation to pay any fees payable to Inboxly for the period prior to the effective date of termination.

12.5. Effect of Termination. Upon the effective date of expiration or termination of the Agreement or any applicable subscription term, User shall immediately cease any further use of the Services. User will have a thirty (30) day period to request (a) the download or export its User Data. Unless otherwise agreed by the parties in writing, and (b) the transfer of ownership of any domains that Inboxly has purchased or otherwise registered on behalf of User (“Domains”). After such thirty (30) day period Inboxly shall have no obligation to maintain or provide any User Data or Domains, and shall thereafter, unless legally prohibited, delete all User Data and Domains in Inboxly systems or otherwise in Inboxly’s possession or under Inboxly’s control.

12.6. Surviving Provisions. Section 6 (Fees and Payments), 7 (Proprietary Rights), 8 (Confidentiality), 9.4 (Disclaimer), 10 (Indemnification), 11 (Limitation of Liability), 12.4 (Refund or Payment upon Termination), 12.5 (Effect of Termination), 13 (Notices), 14 (General Provisions), and any provision of these Terms which, by its nature, is intended to survive, shall remain in effect following any termination or expiration of the Agreement. 

13. NOTICES

13.1. General. All notices delivered by Inboxly to User under the Agreement shall be delivered via email or regular mail to the contacts set forth on the applicable Order Form.  All notices delivered by User to Inboxly under the Agreement shall be sent by email to legal@inboxly.ai and by first class mail to Inboxly LLC, 3790 El Camino Real Unit #556, Palo Alto, CA 94306, Attention: Legal.  Addresses or other contact details may be updated by a party from time-to-time by written notice.

13.2. Manner of Giving Notice. Except as otherwise specified in the Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (a) personal delivery, (b) the fifth (5th) business day after mailing, or the first (1st) business day after sending by email (provided email shall not be sufficient for notices of termination or an indemnifiable claim). Billing-related notices to User shall be addressed to the relevant billing contact designated by User in the Order Form. All other notices to User related to the Services shall be addressed to the relevant Services system administrator designated by User.

14. GENERAL PROVISIONS

14.1. Governing Law; Venue. The Agreement will be governed by and construed according to the laws of the State of California, without regard to that body of law controlling conflicts of law.  In the event of any dispute or claim arising out of the Agreement, the parties hereby submit to the exclusive jurisdiction of the federal and state courts located in Santa Clara County, California, as applicable. The Agreement and the transactions contemplated herein are not and will not be subject to the Uniform Computer Information Transactions Act (prepared by the National Conference of Commissioners on Uniform State Laws) as currently enacted by any jurisdiction or as may be codified or amended from time to time by any jurisdiction. The parties disclaim application of the Convention on the International Sale of Goods to the Agreement.

14.2. Anti-Corruption. User confirms it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Inboxly’s employees or agents in connection with the Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If User learns of any violation of the above restriction, User will use reasonable efforts to promptly notify Inboxly’s Legal Department (legal@inboxly.ai).

14.3. Use of Name and Logo. Notwithstanding anything in the Agreement to the contrary, User agrees that Inboxly may from time to time identify User using User’s name and logo as an Inboxly customer in Inboxly’s website, sales and marketing materials and press releases. Inboxly may not use User’s name or logo for any other purpose without obtaining User’s prior written consent.

14.4 Relationship of the Parties. The parties are independent contractors. The Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

14.5. No Third-Party Beneficiaries. There are no third-party beneficiaries to the Agreement.

14.6. Waiver. No failure or delay by either party in exercising any right under the Agreement shall constitute a waiver of that right.

14.7. Severability. If any provision of the Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Agreement shall remain in effect. 

14.8. Subcontractors. To the extent any portion or component of the Services set forth herein are delegated or subcontracted by Inboxly to any party that is not an employee of Inboxly, including subcontractors, subprocessors, or independent contractors engaged by Inboxly (collectively, “Subcontractors”), Inboxly represents and warrants that each Subcontractor has agreed to be bound to confidentiality obligations with respect to User Data and User Confidential Information at least as restrictive as those set forth herein.  Inboxly shall be and will remain responsible for the performance of the Subcontractors under the Agreement as if Inboxly, not the Subcontractors, were performing.

14.9. Force Majeure. Neither party shall be held liable or responsible to the other party nor be deemed to have defaulted under or breached the Agreement for failure or delay in fulfilling or performing any term of the Agreement, except with respect to the obligations related to payment of fees and other charges by User under the Agreement if the Services remains available, including any Order Form to the extent, and for so long as, such failure or delay is caused by or results from causes beyond the reasonable control of the affected party, including fire, floods, pandemic, embargoes, war, acts of war (whether war be declared or not), acts of terrorism, insurrections, riots, civil commotions, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority or the other party.

14.10. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign the Agreement in its entirety (including all Order Forms), and its rights or obligations hereunder, without the other party’s consent, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of the assigning party’s assets to an assignee who agrees to be bound by all the terms and conditions of the Agreement in its entirety. Subject to the foregoing, the Agreement shall bind and insure to the benefit of the parties, their respective successors and permitted assigns.

14.11. Entire Agreement. The Agreement, together with all applicable exhibits, addenda and attachments, all Order Forms, and any mutually signed special data handling agreements applicable to the Services, such as a Business Associate Agreement or a Data Processing Agreement, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.