Current as of February 20, 2024
Electobox Members CRM Terms of Service
The Electobox Members CRM Services are offered to Client subject to its acceptance, without modification, of these Terms of Service and any future modifications thereof, and procedures that may be published from time to time or made available to Client on or through the Electobox Members CRM Services. When the Electobox Members CRM Services are used by a Client, these Terms form a legally binding contract between Client and Electobox. If you are entering into these Terms on behalf of an entity, such as your employer, or the company you work for, or the association that you are e mamber to, you represent and warrant that you have the legal authority to represent and bind such Client, in which case the terms “you,” “your”, “customer” or a related capitalized term herein will refer to such Client.
IF YOU ARE USING YOUR EMPLOYER OR AN ENTITY’S EMAIL ADDRESS IN REGISTERING FOR THE ELECTOBOX MEMBERS CRM SERVICES, PLEASE NOTE THAT YOU ARE DEEMED AS AN AUTHORIZED REPRESENTATIVE AND/OR AGENT OF YOUR EMPLOYER OR AN ENTITY (AS APPLICABLE).
If you register for a Free Trial of the Platform, the applicable provisions of the Terms will govern that Free Trial.
PLEASE READ THESE TERMS CAREFULLY. BY REGISTERING FOR, ACCESSING, BROWSING, AND/OR OTHERWISE USING THE ELECTOBOX MEMBERS CRM SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, DO NOT ACCESS, BROWSE OR OTHERWISE USE THE ELECTOBOX MEMBERS CRM SERVICES.
1. DEFINITIONS
“Account” means the primary means for accessing and using the Electobox Members CRM Services, subject to payment of a Fee designated in the selected Plan.
“Administrator” means a User(s) of an Account which the Client has granted a special authorisation to manage the Client Account.
“Affiliates” means any legal entity that controls or owns more than 50% of such entity’s outstanding shares or securities, is controlled by, or under common control with a party.
“Beta Service” means any functionality of Electobox Members CRM Services that is in development or has not been commercially released as a final product and which Electobox has made available to Client for testing and evaluation.
“Client” means a natural or legal person or entity who has accepted these Terms with Electobox by using the Electobox Members CRM Services.
“Client Data” means data and documents of any kind (images, spreadsheets, text files, etc.) and any other digital data and information, which is subject to the Platform, or otherwise inserted into the Platform by the Client and for which Electobox is a “processor” (as defined in the Privacy Notice). Client Data shall not contain Sensitive Information.
“Content” means any data and information available through Electobox Members CRM Services or contained within the structure of the Electobox Members CRM Services, including but not limited to, articles, documents, brochures, presentations, pictures, images, audiovisual works, other informational materials and any comments.
“Credentials” means all usernames, passwords, and other access credentials created by or assigned to Client and each of its designated Users for use of the Electobox Members CRM Services.
“Data Processing Addendum” or “DPA” means the agreement, as set forth at
Link here, which explains how Electobox processes Client Data.
“Feature” means a function or set of functions providing a particular capability within the Electobox Members CRM Services as determined by the Electobox and as further governed by any applicable Supplemental Terms.
“Fee” means regular payment for using the Electobox Members CRM Services via an activated Account.
“Feedback” means any comment, bug report, feedback, suggestion or modification for the Electobox Members CRM Services which Client or a User provides to Electobox.
“Free Trial” means temporary access for the purposes of trying out any part of the Electobox Members CRM Services or Features in accordance with any selected Plan without paying a Fee.
“Master Terms” means these core legal and commercial terms that apply to Client’s use of Electobox Members CRM Services.
“Electobox” means, as the context requires, Cyber Emphasis Private Company or any other of its Affiliates.
“Electobox Materials” means the visual interfaces, graphics, design, systems, methods, information, computer code, software, services, “look and feel”, organization, compilation of the Content, code, data, and all other elements of the Electobox Members CRM Services.
“Electobox Members CRM Services” means the Web Site, Content, Electobox Materials, Platform and all other content, services and/or products, and Features, available on or through the Platform.
“Plan” means various criteria related to the use and functionality and cost of a particular Electobox Service and on which the Fee is based.
“Plan Term” means the period of the Client’s use of the Electobox Members CRM Services commencing on the date of payment of the corresponding Fee for the associated Plan and concluding on the date of expiration of the Plan.
“Platform” means the Electobox Member customer relationship management application, including any associated Features.
“Privacy Notice” means the notice, as set forth at https://www.Electobox.com/en/privacy, which describes how Electobox collects, receives, uses, stores, shares, transfers, and processes Client Data in connection with Client’s use of the Electobox Members CRM Services. It also describes Client’s choices regarding use, as well as Client’s rights of access to and correction of its Client Data.
“Renewal Date” means the date the Client’s Plan will automatically renew on an annual or monthly basis depending on the Client’s Plan.
“Reseller” means a third party entity that (i) purchases Electobox Members CRM Services from Electobox and resells such Electobox Members CRM Services to Clients, (ii) bills such Clients directly and (iii) provides such Clients with customer service related to the Electobox Members CRM Services.
“Sensitive Information” means credit or debit card numbers; financial account numbers or wire instructions; government issued identification numbers (such as Social Security numbers, passport numbers), biometric information, personal health information (or other information protected under any applicable health data protection laws), personal information of children protected under any child data protection laws, and any other information or combinations of information that falls within the definition of “special categories of data” under GDPR or any other applicable law relating to privacy and data protection.
“Sub-processor” means any third party, as set forth here, which Electobox uses in the provision of Electobox Members CRM Services.
“Supplemental Terms” means the terms, as set forth here, applicable to Client’s use of a particular Feature or any third party services and which form a part of the Terms.
“Terms” means these Terms of Service and consists of the Master Terms, any applicable Supplemental Terms, the DPA and the Privacy Notice.
“User” means an entity or individual granted with the authorized rights and privileges to use the Account on behalf of a Client.
“Web Site” means the compilation of all web documents (including images, php and html files) made available via www.Electobox.com, its subdomains or domains with identical names under other top domains, and owned by Electobox.
2. MODIFICATIONS TO TERMS
Electobox reserves the right, at its sole discretion, to change, modify, add, or remove any portions of the Terms from time to time. Notification of such modifications may be posted on or through the Platform or the Electobox Members CRM Services. Client’s continued use of the Electobox Members CRM Services constitutes its acceptance of these Terms and any modifications as they arise.
3. ELECTOBOX MEMBERS CRM SERVICES
Electobox Members CRM Services is an online web application that enables Clients to:
Collect, store and organize Client Data related to the Client’s Legal Entity (e.g. constitutions, election results, meeting or assemblies minutes, bodies and body members)
Collect, store and organize Client Data related to the Client’s Members or Contacts (e.g. names, email addresses, phone numbers, addresses, demographics)
Send mass email and mass sms messages to Members or Contacts
3.1 Use of the Electobox Members CRM Services
Subject to these Terms and any applicable Supplemental Terms, and the payment of the applicable Fee, Electobox grants Client and its Users a non-exclusive, non-transferable, non-sublicensable license to use the Electobox Members CRM Services to:
collect, store and organize Client Data;
modify and delete Client Data; and
customize the standard Features or functionality of the Electobox Members CRM Services.
3.2 Modifications to Electobox Members CRM Services
Electobox reserves the right to modify the Electobox Members CRM Services or any part or element thereof from time to time without prior notice, including, without limitation:
rebranding, repackaging or repricing (including any adjustments to current Fees which will be applicable at the next Plan renewal date) the Electobox Members CRM Services at its sole discretion;
ceasing providing or discontinuing the development of any particular Electobox Service, Feature or part or element of the Platform, temporarily or permanently;
taking such action as is necessary to preserve Electobox’s rights upon any use of the Electobox Members CRM Services that may be reasonably interpreted as violation of Electobox’s intellectual property rights, distribution of Internet viruses, worms, Trojan horses, malware, and other destructive activities or illegal activity.
As applicable, Client may be notified of such modifications when logging in to the Account.
If the Client does not accept a modification, Client shall notify Electobox or Reseller (if Client purchased access to the Electobox Members CRM Services from a Reseller) before the effective date of the modification, and Client’s Account will terminate on the effective date of the modification. However, Client’s continued use of the Electobox Members CRM Services, or any part or element thereof, after the effective date of a modification shall indicate its consent to the modifications. Electobox shall not be liable to the Client or to any third person for any modification, suspension or discontinuance of the Electobox Members CRM Services, or any part or element thereof.
3.3 Credentials
Client is responsible for maintaining the confidentiality of all Credentials and is solely responsible for all activities that occur with such Credentials. These Credentials must not be shared or used by multiple persons, but may be reassigned to a new User replacing a former User who has terminated employment (or otherwise changed job function) and who no longer uses Electobox Members CRM Services. Electobox reserves the right to terminate any User’s Credentials that Electobox reasonably determines may have been used by an unauthorized third party or in an unauthorized manner, as solely determined by Electobox, and will provide immediate notice of such termination to Client.
Client must promptly notify Electobox:
of any actual or suspected, disclosure, loss or unauthorized use of any Credentials;
of a User’s departure from the Client’s organization;
of a change in a User’s role in the Client’s organization; or
of any termination of a User’s right for any reason.
3.4 Changing Plans
Client may upgrade or downgrade a current Plan at any time by selecting a new Plan among the collection of Plans determined by the Electobox. In such an event, the Client’s credit card on file with the Electobox will automatically be charged with a Fee for the next payment interval with the rate stipulated in the new Plan. If the Client elects to upgrade their Plan, the unused portion of any prepaid Fees shall be applied to the Fee of the upgraded Plan. If, after the commencement of a Plan Term, Client elects to downgrade their Plan, this may cause the loss of Features, functionality, capacity of the Account, as well as the loss of Client Data. No refund of any prepaid or outstanding Fees will be provided to the Client for the price difference between Plans in the event the Client elects to downgrade after the commencement of a Plan Term.
3.5 Administration of Client’s Account
Client acknowledges that it retains administrative control over to whom it grants access to Customer Data hosted in the Electobox Members CRM Services. Client may specify a User to be the billing owner and, depending on the Plan, one or more Users to be an Administrator to manage its account, and Electobox is entitled to rely on communications from an Administrator when servicing Client’s Account. Client’s Administrator(s) may have the ability to access, monitor, use, and/or export Customer Data.
3.6 Technical Support
Electobox shall provide reasonable technical support to Client and its Users via the following options as outlined below, as soon as reasonably possible.
Electobox Members CRM PDF documentation - available to all Users
If you are having trouble logging in or don’t have a Electobox Account, you can reach out to us at support@Electobox.com.
Notwithstanding the foregoing, for any Electobox Members CRM Services purchased from a Reseller, the first-line technical support will be provided by the Reseller and not by Electobox.
3.7 User Verification
Client understands and agrees that we may require you to provide information that may be used to confirm your identity and help ensure the security of your Account and/or User. In the event that the Client loses access to an Account or otherwise requests information about an Account, we reserve the right to request from the Client any verification we deem necessary before restoring access to or providing information about such Account.
3.8 Features
Electobox may, from time to time, make Features available through the Electobox Members CRM Services, and which may be subject to Supplemental Terms. The Client's use of any such Feature is subject to any applicable Supplemental Terms.
3.9 Free Trial
A new Client may be entitled to a Free Trial and is not required to provide any credit card information during the Free Trial period. Upon expiration of the Free Trial period, the Account will be automatically deactivated. In order to prevent deactivation, or to reactivate the Account, Client is required to select a Plan and pay the Plan’s first payment interval Fee. If the Client does not pay the first payment interval Fee within 2 weeks of the expiry of the Free Trial period, Electobox has the right to permanently delete the Account, including all Client Data therein. In addition to the current collection of Plans, Electobox may offer special discounts and promotions, from time to time, at the Electobox’s sole discretion which may be subject to additional terms and conditions.
3.10 Beta Services
Electobox may offer Clients certain Features for the purpose of testing and evaluation called Beta Services. Electobox reserves the right to fully or partially discontinue, at any time and from time to time, temporarily or permanently, any of the Beta Services, with or without notice to the Client. The Client agrees that the Electobox will not be liable to the Client or to any third party for any harm related to, arising out of the Client's use of the Beta Services, or caused by the modification, suspension or discontinuance of any of the Beta Services, for any reason. For AI Beta Services the Electobox AI Beta Services Terms available here also apply.
3.11 Purchase of credits
In order to make use of the email and sms message sending services, the Client must complete a purchase of Electobox Members CRM credit. It can take up to five days from the purchase of Electobox Members CRM credit to the Client’s account balance to reflect that. Once the purchase of Electobox Members CRM credit has been credited to the account balance, the Client gains access to the digital content and the purchase has been completed, with the Client then using the account. When using the Services, the Account's credit balance is written downcontinuously. It may take up to 48 hours for the write-downs to be visible on the Account balance.
Electobox Members CRM credit is not transferable to another person or account, has no monetary value, accrues no interest, and unless required by law or permitted by these Terms, cannot be redeemed or refunded for any kind of money or monetary value from Electobox at any time.
3.12 Technical Aspects of Email and SMS sending services
Clients have the opportunity to send SMS and Email messages to a wide range of countries. The current list of countries can be found at https://crm.electobox.com.
Certain services are subject to consumption limits and/or geographical restrictions that may change at any time.
4. RESTRICTIONS
4.1 Prohibited Activities
Client and its Users may use the Electobox Members CRM Services, and any part or element thereof, only in the scope, with the means and for purposes as identified in these Terms and applicable law. By way of example, neither the Client nor any User may:
use the Electobox Members CRM Services or any part or element thereof to commit a crime, breach any applicable law or entice or invite others to carry out such illegal actions;
copy, duplicate, distribute, modify, adapt, hack, create derivative works, reverse engineer or decompile the Electobox Members CRM Services or any part or element thereof, or attempt to extract the source code thereof, unless (i) it is expressly allowed under applicable law, and (ii) to the extent that the Electobox is not permitted by that applicable law to exclude or limit the foregoing rights;
provide false, inaccurate or misleading information;
act in a manner that is defamatory, trade libelous, threatening or harassing to Electobox; or
use the Electobox Members CRM Services or any part or element thereof unless it has agreed to be bound to these Terms.
4.2 Uses Requiring Electobox Consent
The Client or any User may not, without Electobox’s prior express written consent:
sell, resell, lease, license, sublicense, distribute, provide, disclose, divulge, exploit or otherwise grant access or make the Electobox Members CRM Services available, in whole or in part, to any third persons, unless such third person is a User of the same Client; or
use the Electobox Members CRM Services, or any part or element thereof, in a scope, with means or for purposes other than those for which their functionality was intended.
4.3 Trade Control Compliance
The Client, any User, Reseller, or agent (“Third Party”) hereby represents, warrants, covenants, and agrees that, with respect to the Electobox Members CRM Services:
Third Party has complied and shall comply with, and shall cause its directors, officers, employees, and agents to comply with the United States, European Union, and any other applicable foreign economic, trade, and financial sanctions laws and regulations, including economic and trade sanctions administered by the US Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) and the US Department of State (collectively, “Sanctions”), and US, EU and applicable foreign laws and regulations pertaining to export controls, including those administered by the US Departments of Commerce and State (collectively, “Trade Controls”).
Third Party shall take no action, directly or indirectly, that would cause Electobox or any of its Affiliates, or any of their respective officers, directors, employees, or representatives, to violate any Sanctions or Trade Controls.
Neither the Third Party nor any of its officers or directors, employees, and any agents or other representatives acting on their behalf (i) has been or is designated on any Sanctions- or export-related list of restricted or blocked persons, including designation on OFAC’s List of Specially Designated Nationals and Blocked Persons or OFAC’s Sectoral Sanctions Identifications List, (ii) is located in, organized under the laws of, or resident in any country or territory that is itself the subject of any sanctions or embargoes by any governmental authority, including, but not limited to, Cuba, Iran, Syria, North Korea, Venezuela and the Donetsk, Luhansk, Zaporizhzhia, Kherson and Crimean Region of Ukraine, (iii) is or has been greater than 50% owned or controlled by any person or persons described in clause (i) or (ii) (collectively with (i) and (ii), a “Restricted Person”), or (iv) has or will provide the Electobox Members CRM Services to any persons described in clauses (i)-(iii).
Third Party will promptly notify Electobox if Third Party or any personnel employed by or affiliated with Third Party: (i) commits any actual or potential breach of Sanctions or Trade Controls in relation to the Electobox Members CRM Services, or (ii) becomes a Restricted Person.
Electobox, in its sole discretion, shall have the right to immediately terminate the access to, or use of the Electobox Members CRM Services without notice or liability to Third Party, if Third Party, or any person employed by or affiliated with Third Party, takes any action in violation of the provisions described in this Section 4 or if Electobox determines, in its sole discretion, that the Third Party’s continued use of the Electobox Members CRM Services could violate Sanctions or Trade Controls.
4.4 Take Down
Electobox endeavors to comply with all laws and reserves the right to remove any Client Data from the Platform upon receipt of a compliant takedown notice, including any judicial orders or notices.
4.5 Sending limitations
Electobox Members CRM may not be used for any illegal, pornographic, harmful, racist, harassing, violent, threatening or similar purpose or otherwise used to send viruses, spam or used to harm third parties. The Client is obliged to comply with the laws of relevant countries and possibly framework agreements for sending messages through Electobox Members CRM, including ensuring that the content is legal and can be sent legally. If messages are to be sent to foreign providers, the Customer is also obliged to comply with the rules hereof, and that the content under the law of these countries is legal. Furthermore, Electobox Members CRM is not required to send messages to recipients who do not wish to receive messages.
4.6 Random checks of messages
Electobox Members CRM is entitled for security reasons to make random checks of Email and SMS message content and check up on suspicious activity found via Electobox Members CRM internal security system or affiliates’ and suppliers’ security systems, as well as end customers’ or receiving parties’ complaints and inquiries.
5. ELECTOBOX’S RESPONSIBILITIES
5.1. Provision of Electobox Members CRM Services
Electobox will (a) make the Electobox Members CRM Services, Content and Client Data available to Client pursuant to these Terms, (b) provide support as outlined in Section 3.6 for the Electobox Members CRM Services to Client at no additional charge, (c) use commercially reasonable efforts to make the Electobox Members CRM Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which Electobox shall give advance electronic notice), and (ii) any unavailability caused by circumstances beyond Electobox’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, pandemic, strike or other labor problem, Internet service provider failure or delay or denial of service attack. Electobox may use Sub-processors to perform the Electobox Members CRM Services. Electobox will make commercially reasonable efforts to ensure that data transfers to Sub-processors meet requirements applicable to Clients’ processing of Client Data and will provide information on such data transfers in these Terms for Client’s consideration. For additional information regarding such transfers with Sub-processors, please see Electobox’s Privacy Notice and current list of Sub-processors.
5.2. Protection of Client Data
Electobox will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Client Data. Those safeguards will include, but will not be limited to, measures for preventing unauthorized access, use, modification or disclosure of Client Data. Additionally, Electobox shall only access, use, modify or otherwise disclose of Client Data: (a) to provide the Electobox Members CRM Services and prevent or address service or technical problems, (b) as compelled by law in accordance with Section 7.6 (Compelled Disclosure) below, (c) as Client or User expressly permits in writing.
6. FEES/PAYMENT
The provisions of this Section 6 are applicable only if Client accesses the Electobox Members CRM Services directly from Electobox. If Client purchases access to the Electobox Members CRM Services through a Reseller, any payment terms shall be set forth in Client’s agreement with such Reseller.
The use of the Electobox Members CRM Services, which is not via a Free Trial, is subject to a Fee. Upon sign-up of an Account, Client must select a Plan. Different rates apply to different Plans. The applicable Fee is charged in advance on a monthly, or annual basis. Electobox reserves the right to modify the Fees for any Plan, in its reasonable discretion, at any time after the commencement of the Plan Term, upon at least one month’s prior notice to Client, provided that any such modification will not take effect until the start of any Plan immediately following the Plan Term in which Electobox provided Client with notice of the modification.
Client authorizes Electobox to automatically charge Client the applicable Fees on or after the Renewal Date unless the Plan has been terminated or canceled in accordance with these Terms. Clients may cancel their Plan anytime as outlined below, however must do so prior to the Renewal Date in order to avoid billing of the next Plan Term’s Fees. If Client chooses to cancel its Plan during the Plan Term, Client may use the Service until the end of Client’s then-current Plan Term, but will not be issued a refund for the most recently (or any previously) charged Fees.
All Fees are non-refundable. For purposes of clarity, there are no refunds or credits for periods where the Client did not use an activated Account, used it only partially, deactivated the Account or terminated these Terms during an ongoing payment interval, or where an Account is terminated or suspended by Electobox in accordance with Section 13.
All Fees are exclusive of all taxes, levies or duties applicable under any applicable law, unless stated otherwise stated herein. Client is solely responsible for the payment of such taxes, levies or duties.
In the event the Client does not pay all Fees due within 29 days of invoice date, Electobox will suspend all access to the Client Account. Client will have 180 days to provide an authorized payment method to reactivate a subscription and their Account, otherwise Electobox has the right to permanently delete the Account, including all Client Data therein.
6.1 Payment Card Authorization
Electobox Inc. and its Affiliates may seek pre-authorization of Client’s payment card account prior to its purchase of Electobox Members CRM Services in order to verify that the payment card is valid and has the necessary funds or credit available to cover any purchase. Client agrees to approve such card pre-authorization and to pay any amounts for a Plan described on the Web Site, and authorizes Electobox to charge all Fees to such card account. Client agrees to provide Electobox updated information regarding its payment card account upon Electobox’s request and any time the information earlier provided is no longer valid.
6.2 Direct Debit Payments
If Client agrees, Electobox may elect that Client complete a bank debit mandate to enable bank debit payments. In such cases, Electobox shall comply with all applicable national rules and regulations related to direct debit payments.
6.3 Electronic Invoice
If Electobox has not sought pre-authorization of Client’s payment card, then before the end of each payment interval, Client will be issued an electronic invoice for payment of the Fee of the next payment interval. Client must pay the invoice by the due date indicated on the invoice.
6.4 Late Payment Charges
Upon delay with any payments, Electobox may require the Client to pay interest on the delay (penalty for late payment) for the period that such payment is overdue. The interest rate for late payment due shall be 1% per month or the maximum allowed by local law, whichever is higher.
6.5 Right to Offset
In addition to other rights and remedies Electobox may have, if legally permitted to do so, Electobox may offset any payment obligations to Client that Electobox may incur under the Terms against any fees owed to Electobox and not yet paid by Client under the Terms, or any other agreement between Client and Electobox.
6.6 Credit Prices and Payment
When sending email or sms messages, the Client only pays for the traffic used by the Client. Electobox Members CRM current price list can always be accessed at https://crm.electobox.com. The Client can view their current price list by logging into their Account. Electobox may change the price list from day to day as prices are based on third party prices. All prices are in EUR and quoted ex. VAT. The prices may be subject to errors.
Email and SMS sending services can only be used when the Client has sufficient Electobox Members CRM credit in their Account. Payment for Electobox Members CRM credit can be made using the following debit cards: MasterCard and VISA.
7. CLIENT DATA/SENSITIVE INFORMATION
7.1 Rights to Client Data
In connection with Client Data, Client affirms, represents, and warrants that: (i) Client either owns its Client Data or has the necessary licenses, rights, consents, and permissions to use and authorize Electobox to display or otherwise use the Client Data under all patent, trademark, copyright, trade secrets, or other proprietary rights in and to its Client Data in a manner consistent with the intended Features of the Electobox Members CRM Services and these Terms, and to grant the rights and license set forth in these Terms, and (ii) Client Data, or Electobox’s or any Electobox’s licensee’s use of such Client Data pursuant to these Terms, do not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) violate any applicable law or regulation anywhere in the world; or (c) require the obtaining of a license from or paying any fees and/or royalties by Electobox to any third party for the performance of any Electobox Members CRM Services which Client has chosen to be performed by Electobox or for the exercise of any rights granted in these Terms, unless Client and Electobox otherwise agree.
7.2 Uploading Client Data to Electobox Members CRM Services
Client is solely responsible for its own Client Data and the consequences of posting or publishing them on or through the Electobox Service. If Client uploads Client Data to the Electobox Members CRM Services, such Client Data and any processing of such Client Data must be in compliance with these Terms and applicable law. All rights, title and interest in and to the Client Data belong to the Client or their respective owners (including Users, persons and organizations), whether posted and/or uploaded by Client or made available on or through the Electobox Members CRM Services. By uploading Client Data to the Electobox Members CRM Services, Client authorizes Electobox to process the Client Data. Client is responsible for ensuring that:
Client and any of the Users associated with the Account do not create, transmit, display or make otherwise available any Client Data which violates these Terms, the rights of Electobox, other clients or users of Electobox Members CRM Services or persons or organizations;
any Client Data is not harmful (for example viruses, worms, malware and other destructive codes), offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, invasive of another’s privacy, hateful or otherwise unlawful; and
Client and all Users associated with the Account have the necessary rights to use the Client Data, including to insert it into the Electobox Members CRM Services and process it by means of the Account.
7.3 No Liability of Client Data
Electobox does not guarantee any accuracy with respect to any information contained in any Client Data and recommends that Client carefully consider what it transmits, submits or posts to or through the Electobox Members CRM Services. Client understands that all information contained in Client Data is the sole responsibility of the person from whom such Client Data originated. This means that Client, and not Electobox, is entirely responsible for all Client Data that is uploaded, posted, transmitted or otherwise made available through the Electobox Members CRM Services, by Client or its Users, as well as for any remedial actions taken by the Electobox or other Clients or Users as a result of such Client Data.
7.4 Sensitive Information and Unlawful Client Data
Client will not use the Electobox Service in any way to process (a) Sensitive Information or (b) Client Data that, in any manner, is prohibited by law or in violation of these Terms. Electobox is not obliged to pre-screen, monitor or filter any Client Data, or its processing by the Client, in order to determine if it is Sensitive Information or unlawful in nature. However, if Electobox, in its sole discretion, has reason to believe that Client is processing any unlawful Client Data or Sensitive Information, or the action of its processing is unlawful in nature, Electobox has the right to:
notify the Client of such unlawful Client Data or Sensitive Information;
deny its use in the Electobox Members CRM Services;
demand that the Client bring its use of the Electobox Members CRM Services into compliance with these Terms and applicable law;
temporarily or permanently remove the unlawful Client Data or Sensitive Information from the Electobox Members CRM Services, restrict access to it or delete it.
If Electobox is presented convincing evidence that the Client Data is not unlawful or Sensitive Information, Electobox may, at its sole discretion, restore such Client Data or Sensitive Information, which was previously removed from the Electobox Members CRM Services, Account or access to which was restricted.
Electobox Members CRM Services are not designed to comply with industry-specific regulations such as the Health Insurance Portability and Accountability Act (HIPAA) or the Federal Information Security Management Act (FISMA). As such, Client may not use the Electobox Members CRM Services where its communications would be subject to such laws. In addition, Client may not use Electobox Members CRM Services in a way that would violate the Gramm-Leach-Bliley Act (GLBA).
No Sensitive Information. CLIENT ACKNOWLEDGES THAT THE ELECTOBOX MEMBERS CRM SERVICES HAVE NOT BEEN DESIGNED TO PROCESS OR MANAGE SENSITIVE INFORMATION AND ACCORDINGLY CLIENT AGREES NOT TO USE THE ELECTOBOX MEMBERS CRM SERVICES TO COLLECT, MANAGE OR PROCESS SENSITIVE INFORMATION. ELECTOBOX WILL NOT HAVE, AND ELECTOBOX SPECIFICALLY DISCLAIMS, ANY LIABILITY THAT MAY RESULT FROM CLIENT’S USE OF THE ELECTOBOX MEMBERS CRM SERVICES TO COLLECT, PROCESS OR MANAGE SENSITIVE INFORMATION.
7.5 Electobox Rights to Client Data
Electobox may use Client Data in an aggregated or anonymized format for research, educational and other similar purposes. Electobox may not otherwise use or publicly display Client Data without Client’s written consent and respects Client’s right to exclusive ownership of Client Data. Unless specifically permitted by Client and otherwise set forth herein, Client’s use of the Electobox Members CRM Services does not grant Electobox the license to use, reproduce, adapt, modify, publish or distribute the Client Data created by Client or stored in Client’s Account for Electobox’s commercial, marketing or any similar purpose. Client expressly grants Electobox the right to use and analyze aggregate system activity data associated with use of the Electobox Members CRM Services by Client and its Users for the purposes of optimizing, improving or enhancing the way the Electobox Members CRM Services operate, and to create new Features and functionality in connection with the Electobox Members CRM Services in the sole discretion of Electobox.
7.6 Compelled Disclosures
Supplier may disclose a Client's confidential information to the extent compelled by law to do so. In such instance, Supplier will use commercially reasonable efforts to provide Client with prior notice of the compelled disclosure (to the extent legally permitted) and Client shall provide reasonable assistance, at its cost, if Client wishes to contest the disclosure. If Supplier is compelled by law to disclose Client's confidential information as part of a civil proceeding to which Supplier is a party, and Client is not contesting the disclosure, Client will reimburse Supplier for its reasonable cost of compiling and providing secure access to that confidential information.
8. PRIVACY
Electobox’s Privacy Notice is available at www.Electobox.com/privacy.
9. INTELLECTUAL PROPERTY RIGHTS
9.1 Electobox’s Intellectual Property Rights
The Electobox Members CRM Services, Platform, Electobox Materials, Electobox trade names and trademarks, and any associated intellectual property thereof are, solely and exclusively, owned and operated by Electobox, its Affiliates or its respective third party vendors and hosting partners. Electobox Materials are protected by copyright, trade dress, patent, trade secrets, and trademark laws, international conventions and treaties, and all other relevant intellectual property and proprietary rights laws. Except as set forth in these Terms, Client’s use of the Electobox Members CRM Services and Electobox Materials, and any parts or elements, does not grant to Client any ownership right or intellectual property rights therein. Any commercial or promotional distribution, publishing or exploitation of the Electobox Materials is strictly prohibited unless Client has received the express prior written permission from Electobox or the otherwise applicable rights holder. Client may not use Electobox trade names and trademarks in any manner that disparages Electobox or its products or services or portrays Electobox in a false, competitively adverse or poor light. Electobox reserves all rights to the Electobox Members CRM Services, Platform, Electobox Materials and Electobox trade names and trademarks not expressly granted in the Terms.
9.2 Content
Subject to these Terms and the payment of the applicable Fee, Electobox grants Client and its Users a non-exclusive, non-transferable, non-sub-licensable license to download a single copy of any part of the Content solely for its personal, non-commercial use. Client shall not remove copyright and proprietary notices that are contained in any part of the Content. Client expressly acknowledges that it does not acquire any ownership rights by downloading any copyrighted material from or through the Platform or the Electobox Members CRM Services. Client shall not copy, distribute or publish any Content or any information obtained or derived therefrom except as expressly permitted by Electobox.
9.3 Feedback
If a Client or a User provides Electobox with any Feedback, Electobox shall have the right to use such Feedback at its discretion, including, but not limited to the incorporation of such suggested changes into the Electobox Members CRM Services.
Client or User hereby grants Electobox a perpetual, irrevocable, nonexclusive, royalty free license under all rights necessary to incorporate, publish, reproduce, distribute, modify, adapt, prepare derivative works of, publicly display, publicly perform, exploit and use Feedback for any purpose. Electobox shall have the right to modify or remove any Feedback provided in the public areas of the Web Site which the Electobox deems, at its sole discretion, harmful, offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, invasive of another’s privacy, hateful or otherwise unlawful.
10. DISCLAIMERS; NO WARRANTY
UNLESS OTHERWISE EXPRESSLY STATED BY ELECTOBOX, THE ELECTOBOX MEMBERS CRM SERVICES, ELECTOBOX MATERIAL, PLATFORM AND ANY CONTENT, OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE ELECTOBOX MEMBERS CRM SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, ELECTOBOX AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, CORRECTNESS, ACCURACY, AND RELIABILITY.
UNLESS OTHERWISE EXPRESSLY STATED BY ELECTOBOX, ELECTOBOX AND ITS AFFILIATES DO NOT WARRANT THAT THE ELECTOBOX MEMBERS CRM SERVICES AND ANY CONTENT OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE ELECTOBOX MEMBERS CRM SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE ELECTOBOX MEMBERS CRM SERVICES AND ANY CONTENT OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE ELECTOBOX MEMBERS CRM SERVICES OR THE PLATFORM THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
UNLESS OTHERWISE EXPRESSLY STATED BY ELECTOBOX, ELECTOBOX AND ITS AFFILIATES DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PLATFORM, THE ELECTOBOX MEMBERS CRM SERVICES, ELECTOBOX MATERIALS OR ANY WEB SITES, IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
IF THE LAWS OF CERTAIN COUNTRIES AND STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS, SET FORTH IN THIS SECTION 10, MAY NOT APPLY TO ELECTOBOX, AND CLIENT MAY HAVE ADDITIONAL RIGHTS AS SET FORTH IN LAW.
11. INDEMNIFICATION
Client agrees to defend, indemnify and hold harmless Electobox and its Affiliates, and their respective directors, officers, employees and agents, from any claims, losses, damages, liabilities, including attorneys’ fees, arising out of its use or misuse of the Electobox Members CRM Services, Electobox Materials, representations made to Electobox, its Affiliates and/or third parties, violation of these Terms, violation of the rights of any other person or entity, or any breach of the foregoing representations, warranties, and covenants. Electobox reserves the right, at its own expense, to assume the exclusive defense and control of any matter for which Client is required to indemnify Electobox, and Client agrees to cooperate with such defense of these claims.
12. LIMITATION OF LIABILITY
12.1 No Liability
Electobox shall not be liable to the Client or User for any consequences resulting from:
any modifications in these Terms, modification of the Electobox Members CRM Services, Electobox Material, Account usage by Client or any part or element thereof, including, but not limited to, any error, permanent or temporary interruption, discontinuance, suspension or other type of unavailability of the Electobox Members CRM Services or Electobox Materials;
deletion of, corruption of, or failure to store any Client Data;
use of Client Data by the Client or any of the Users associated with the Account;
upgrading or downgrading of a current Plan by Client;
any disclosure, loss or unauthorized use of the login credentials of Client or any User due to Client’s failure to keep them confidential;
Client’s use of the Account or the Electobox Members CRM Services by means of web browsers other than those accepted or supported by the Electobox;
the application of any remedies against the Client or Users by Electobox; for example, if the Client or User has committed a crime or conducted a breach of applicable law by using the Electobox Members CRM Services or any part or element thereof;
the differences between technologies and platforms used for access; for example, if certain Features, functions, parts or elements of the Electobox Members CRM Services are designed for use on a personal computer or laptop and do not function on a mobile platform or a tablet;
Electobox’s application of the remedies described in these Terms, even if the reasonable grounds or legal basis for the application of these remedies turned out to be unfounded or invalid afterwards.
In addition, Electobox and its Affiliates shall not be liable to the Client for any claim by any user, person, organization, or third persons against the Client arising out of the Client’s failure to:
provide Electobox with accurate information about the Client, Users or Account;
notify Electobox of any reasons due to which a User does not have the right to use the Account on behalf of the Client;
provide any Electobox Members CRM Services or Features which it has agreed to provide to any person or organization (whether such failure arises as a result of Electobox’s negligence, breach of these Terms or otherwise);
ensure the lawfulness of the Client Data;
obtain the necessary rights to use the Client Data; or
abide by any of the restrictions described in these Terms.
12.2 Limitation of Liability
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF ELECTOBOX AND ITS AFFILIATES ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER IN RESPECT OF A SINGLE OCCURRENCE OR A SERIES OF OCCURRENCES, EXCEED THE TOTAL AMOUNT PAID BY CLIENT HEREUNDER FOR THE SPECIFIC ELECTOBOX MEMBERS CRM SERVICES GIVING RISE TO THE LIABILITY IN THE SIX MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS FOR NEGLIGENCE, IN CONTRACT OR TORT, MISREPRESENTATION OR OTHERWISE, AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT CLIENT’S PAYMENT OBLIGATIONS SET FORTH IN SECTION 5 “FEES/PAYMENT”.
12.3 Exclusion of Consequential and Related Damages
EXCEPT FOR CLIENT’S INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 11 “INDEMNIFICATION”, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
12.4 Liability and limitation of liability when for Email and SMS messages sending Service
The Client is solely responsible and liable solely for the messages/content sent to the Client’s recipients of the Client's messages, e.g. in the form of links or messages.
The Client has no right of withdrawal.
Electobox is not liable for indirect loss or consequential damages. Loss of data as well as costs for restoration and reinstallation, etc. Of which, in any case, is considered indirect loss or consequential damage, with the exception of loss of data covered by the EU General Data Protection Regulation.
Electobox does not under any circumstances incur any losses in the form of operating losses, loss of profit, loss of savings, loss of goodwill or similar losses, regardless of whether Electobox was aware of the risk of such losses.
The Client is solely responsible for acquiring the necessary explicit consent from the recipients, as required by the applicable law, before sending them Email or SMS messages.
13. TERMINATION/SUSPENSION
13.1 For Convenience
These Terms and/or Client’s access to the Electobox Members CRM Services may be terminated for convenience in the following situations;
by the Client at any time by: (i) clicking the cancellation link on the Web Site, (ii) by revoking the billing agreement on its PayPal profile, if Client is paying for the Electobox Service with a PayPal account; or (iii) by means agreed upon between the Client and the Reseller, if Client is paying for the Electobox Service via a Reseller;
by Electobox upon decision to end provision of any portion of the Electobox Members CRM Services, any Feature and/or close any portion of the Platform;
by Electobox at any stage and for any reason, provided that the Electobox will provide a pro rata refund of any unused Fees for the remainder of the Term; or
immediately by either party, if proceedings are initiated for the other party’s liquidation or insolvency or a negotiated settlement with the other party’s creditors is concluded or an assignment is made on behalf of the other party for the benefit of creditors.
13.2 For Default
These Terms and/or Client’s access to the Electobox Members CRM Services may be terminated for default upon written notice to the other party as indicated in Section 15.6 “Notice”:
by either party in case of breach of these Terms by the other party, if the breach has not been cured within 30 days of receipt of a notice from the non-breaching party;
mmediately by either party if the other party breaches its obligations, as applicable under Sections 4 “Restrictions”, 7 “Client Data/Sensitive Information”, 9 “Intellectual Property Rights” or 11 “Indemnification”; or
by Electobox with immediate effect if: (i) Client’s use of the Electobox Members CRM Services is suspected, in Electobox’s sole discretion, of illegal activity, (ii) requests made by law enforcement, judicial order or other government agencies for such termination, or (iii) if Client’s use of the Electobox Members CRM Services endangers the property of others, the Web Site or the Platform.
13.3 Effect of Termination
Upon termination of these Terms and/or Client’s access to the Electobox Members CRM Services for any reason whatsoever:
Electobox shall deactivate and permanently delete the Account and all Client Data in the Electobox Members CRM Services within 6 months of the effective date of termination of these Terms and/or Client’s access to the Electobox Members CRM Services. If the Client has specifically requested for an earlier deletion of the Account and all Client Data, Electobox shall fulfill such request within 1 month of its receipt of such request.
Client must:
stop using and prevent the further usage of the Electobox Members CRM Services, including, without limitation, the Platform;
pay any amounts owed to Electobox under these Terms; and
discharge any liability incurred by the Client under these Terms prior to the termination.
Except as otherwise set forth herein, in no event shall Client receive a refund of any Fees prepaid hereunder.
The following provisions shall survive the termination of these Terms: Sections 1, 2, 4, 6, 7-9, 11, 12, 14 and 15.
13.4 Suspension
Electobox has the right to suspend access to all or any part of the Electobox Service or an Account, including removing Content, at any time, and for any period of time, for: (i) violation or suspected violation of these Terms, (ii) legal obligations (iii) bandwidth usage by Client or its Users of the Electobox Service, any Features, or functionality to be significantly excessive in relation to other Electobox Service users, or to protect the integrity, operability, and security of the Electobox Service, effective immediately, with or without notice. Unless prohibited by law or legal process or to prevent imminent harm to the Electobox Service or any third party, Electobox typically provides notice in the form of a banner or email on or before such suspension. Electobox will, in its discretion and using good faith, tailor any suspension as needed to preserve the integrity, operability, and security of the Electobox Service. For any such suspension, Electobox shall make the sole determination as to any credit or refund of prepaid Fees by the Client.
14. DISPUTE RESOLUTION
The present Terms of Use shall be governed by the Greek Law. In the event that any dispute arises with an Electobox user, the Company shall make efforts to settle this amicably with the user. However, in the event that disputes result in being resolved in court, the courts with material jurisdiction shall be the Courts of Athens.
15. GENERAL
15.1 Relationship of the Parties
The parties will act solely as independent contractors. These Terms shall not be construed as creating an agency, partnership, joint venture, fiduciary duty, or any other form of legal association between Client and Electobox, and Client shall not represent to the contrary, whether expressly, by implication, appearance or otherwise. These Terms are not for the benefit of any third parties.
15.2 Severability
If any term, condition or provision of these Terms is held to be invalid, unenforceable or illegal in whole or in part for any reason, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties. The validity and enforceability of the remaining terms, conditions or provisions, or portions of them, shall not be affected.
15.3 Entire Agreement
These Terms are the entire agreement between Client and Electobox regarding Client’s use of the Electobox Members CRM Services, Electobox Materials and the Platform and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Except as otherwise provided herein, no modification, amendment, or waiver of any provision of these Terms will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted.
15.4 Assignment
Client may not, directly or indirectly, in whole or in part, by operation of law or otherwise, assign or transfer these Terms or delegate any of its rights and/or obligations under these Terms without Electobox’s prior written consent. Any attempted assignment, transfer or delegation without such prior written consent will be void and unenforceable. Notwithstanding the foregoing, the Client, or its permitted successive assignees or transferees, may assign or transfer these Terms or delegate any rights or obligations hereunder without consent: (1) to any entity controlled by, or under common control with the Client, or its permitted successive assignees or transferees; or (2) in connection with a merger, reorganization, transfer, sale of assets or product lines, or change of control or ownership of the Client, or its permitted successive assignees or transferees. Electobox may freely assign or transfer these Terms or delegate any of its rights and/or obligations under these Terms without restriction.
15.5 No Waiver
Failure of either party to exercise or enforce any provision of or any of its rights under these Terms shall not be deemed a waiver of future enforcement of that or any other provision or right.
15.6 Notices
Except as otherwise specified in the Terms, all notices related to the Terms will be in writing and will be effective upon (a) personal delivery, (b) the second business day after mailing, or (c), except for notices of termination or an indemnifiable claim, which shall clearly be identifiable as “Legal Notices”, the day of sending by email. Billing-related notices to Client will be addressed to the relevant billing contact designated by Client. All other notices to Client will be addressed to the relevant Client system administrator designated by Client.
15.7 Modification to/Update of Terms of Use and Conditions
Electobox shall reserve the right to modify unilaterally, at any time, the present Terms of Service, within the scope of its compliance with regulatory changes, operational upgrades and service optimizations. In any event, all changes, modifications, updated versions, shall be posted promptly on Electobox.