Version 1.0 – September 2006
The following is the mail2web.com Referral Link Agreement (the “Agreement”). The Referral Agreement defines the terms and conditions that you (“You”, “Your” or “Referrer”) agree to when you click on the “Accept” button and download and incorporate the mail2web.com login HTML code (“Login Link”) to your web site. By clicking on the “Accept” button you further agree to abide by all applicable laws and regulations. Only by consenting to this Agreement will you be able to participate in the Referral Link Program. Please read these terms and conditions carefully before continuing.
The capitalized terms shall have the meanings set out in this Section 1:
“Acceptable Use Policy” shall refer to the Acceptable Use Policy that is made between mail2web.com and the individual users of its service(s). The latest version of the Acceptable Use Policy (“AUP”) can also be found at http://mail2web.com/about-us/AUP.aspx.“Agreement” shall mean this agreement made between You (the party referring traffic) and mail2web.com.
“End User” shall refer to the users of mail2web.com Services that access mail2web.com through the Referrer’s Web Site. This may include, but is not limited to, the Referrer’s personnel, clients or visitors.
“Login Link” shall refer to the HTML code, script and links to the mail2web.com Services that End User would click on to access mail2web.com from the Referrer’s Web Site.
“Party” shall refer to either You or mail2web.com. mail2web.com is owned by SoftCom Inc. and is also referenced in this Agreement.
“Program” shall refer to the Referral Program, as described in this Agreement.
“Referrer” shall refer to You, the Party that is agreeing to participate in this Program.
“Referrer’s Web Site” shall refer to Your web site that is assumed to be under the exclusive control of the Referrer.
mail2web.com agrees to provide You, the Referrer, with the HTML code necessary to allow End User access to the mail2web.com Services from Your web site(s).
You agree to the terms outlined in this Agreement. You also agree to deploy the Login Link in a prominent location on Your web site in order to promote the use of the mail2web.com Services.
You further agree not to modify, copy, mimic the HTML code, or otherwise display any altered form of the HTML code, provided by mail2web.com to provide End User access to the mail2web.com Services.
You acknowledge that all revenue generated from or by mail2web.com is the sole property of mail2web.com and SoftCom Inc. and agree to not pursue, by any means, any revenue that may be generated directly or indirectly by this Program.
Each Party acknowledges the ownership of the other Party’s trademarks and copyrights (the “Marks”) and agrees that all use of the other Party’s Marks shall be to the sole benefit of and on behalf of the other Party. Each Party acknowledges that its display of the other Party’s Marks does not mean that it represents or has any right, title, or interests in the other Party’s Marks. Each Party agrees not to manipulate or alter the other Party’s Marks. Each Party also agrees not to contest or impair the other Party’s Marks and not to register any similar Marks in any jurisdiction worldwide.
Each Party agrees to promptly inform the other Party of any unauthorized use of the other’s Marks, which it gains knowledge of.
The Referrer acknowledges that content, including but not limited to, the text, HTML source codes and graphics and other materials provided by mail2web.com are protected by copyright and trademarks. mail2web.com authorizes the Referrer to use only the trademarks and copyrights as provided by mail2web.com. Referrer shall not modify the trademarks or copyrights in anyway, nor shall the Referrer copy or alter the HTML code provided to access the mail2web.com Services.
The Referrer acknowledges that mail2web.com may use its name, trademark and graphics to promote both the Program and the Referrer. Such use would be presented in a tasteful, lawful and consistent manner and shall be hyperlinked to the Referrer’s Web Site.
The Referrer is not an agent or representative of mail2web.com or SoftCom Inc. The Referrer does not under any circumstances have the authority to make or accept any offers on the behalf of mail2web.com or SoftCom Inc.
mail2web.com and SoftCom Inc. are not responsible for any undertaking or representation made by the Referrer.
mail2web.com will make all reasonable efforts to process all End User connection requests originating from the Referrer’s Web Site. Each processed request received from the Referrer’s Web Site shall be subject to the terms and conditions outlined in this Agreement, and that of the AUP. mail2web.com reserves the sole and exclusive right to deny some or all connection requests from the Referrer’s Web Site, at anytime and without any advanced notice, if Referrer and/or End User originating from the Referrer’s Web Site are in breach of this Agreement or the AUP.
It is the sole responsibility of the Referrer to ensure the End User can access mail2web.com and its Services by deploying the correct HTML codes and hyperlinks.
Referrer agrees that access to mail2web.com Services shall remain free of any charge to the End User and that the Referral will not require any conditions to be met prior to allowing End User access to the mail2web.com Services.
Any End User who accesses mail2web.com Services from the Referrer’s Web Site will become a user/customer of mail2web.com and be subject to the rules, terms and conditions outlined in the mail2web.com AUP.
mail2web.com will make every effort to keep our web site and Services available online 24 hours, 7 days a week and 365 days a year. The Referrer acknowledges that technical difficulties may occur that may result in a temporary interruption of service. Referrer and End User shall not hold mail2web.com or SoftCom Inc. liable for any consequence whether direct or indirect as a result of such a disruption of service.
Sites that do not qualify for this Program include, but are not limited to, the following:
Sites that contain or endorse:
- any violations of the law;
- any violence;
- gambling, alcohol, or drugs;
sexually explicit material; or- discrimination based on gender, age, race, origin, religion, physical or mental disabilities, or sexual orientation;
Sites that distribute or endorses the distribution of SPAM; or
Sites that use or promote the use of a similar form of e-mail retrieval service
mail2web.com is committed to maintaining its Privacy Policy and strongly believes in protecting the privacy of the End User. The Referrer must comply not only with mail2web.com’s Privacy Policy (http://mail2web.com/about-us/privacy.aspx), but also take measures to ensure that all Referrer’s employees, contractors and agents also comply with the policy.
The Referrer agrees not to or attempt to capture, store, modify, retain or transmit any data that is submitted by the End User in their attempt to access the mail2web.com Services.
Any breach of mail2web.com’s Privacy Policy by the Referrer, its employees, contractors or agents shall be considered a breach of this Agreement. mail2web.com shall have the right to terminate the Agreement without notice and may hold the Referrer liable for any loss, claim, or damage suffered by mail2web.com directly or indirectly as a consequence of such a breach.
The Referrer agrees to not execute or promote anything that may endanger mail2web.com’s Privacy Policy and must promptly inform mail2web.com should it gain knowledge of any breach or probable breach of mail2web.com’s Privacy Policy by any third party.
mail2web.com and SoftCom Inc. reserves the sole and exclusive right to change or terminate this Agreement, at anytime without notice. Any changes shall be posted on mail2web.com’s Web Site (http://mail2web.com/webmail/customize-my-email/terms.aspx) and shall take effect immediately.
The Referrer may, with one (1) week prior notice to mail2web.com, terminate this Agreement without reason or cause.
All terms and conditions contained in this Agreement shall be applicable to both Parties until the termination of the Agreement.
The termination of this Agreement does not release either Party from obligations or liabilities, which may have been incurred by either Party prior to and including the date of the termination.
The rights and obligations of both Parties under clause 8 shall survive the termination of this Agreement.
Upon termination of this Agreement, the Referrer shall promptly refrain from representing itself in any capacity relative to mail2web.com, SoftCom Inc, or this Program. mail2web.com will in turn promptly cease any representation that the Referrer is in any way associated with the Program.
ALL SERVICES PROVIDED BY MAIL2WEB.COM, ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, OR NON-INFRINGEMENT.
MAIL2WEB.COM MAKES NO REPRESENTATIONS OR WARRANTIES THAT (I) THE SERVICE WILL MEET THE END USER’S REQUIREMENTS; (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; AND (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE.
MAIL2WEB.COM IS NOT RESPONSIBLE FOR ANY DAMAGES ARISING FROM ANY END USER’S USE OF ANY SERVICE PROVIDED BY MAIL2WEB.COM OR THE END USER’S INABILITY TO USE ANY SERVICE FOR ANY REASON. THIS EXPRESSLY INCLUDES ANY REIMBURSEMENT FOR LOSSES OF INCOME DUE TO DISRUPTION OF SERVICES BY MAIL2WEB.COM, ITS PROVIDERS OR SUPPLIERS.
MAIL2WEB.COM AND CONSULTING INC. DO NOT CONTROL ANY 3RD PARTY LINKS OR MATERIAL AND DISCLAIMS ANY IMPLIED OR EXPRESSED WARRANTIES AND CONDITIONS.
THE REFERRER UNDERSTANDS AND AGREES THAT IN NO EVENT SHALL MAIL2WEB.COM, SOFTCOM INC., THEIR DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, CONTRACTORS OR ADVISORS BE LIABLE TO THE REFERRER OR ANY END USER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF MAIL2WEB.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES UNDER CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER THEORY), RESULTING FROM: (I) THE USE OF THE INABILITY TO USE THE MAIL2WEB.COM SERVICES; (II) ANY THIRD PARTY CLAIMS THAT THE USE BY THE REFERRER OR ANY END USER OF THE MAIL2WEB.COM SERVICES OR THE CONTENT VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS; OR (III) ANY OTHER MATTERS RELATING TO THE MAIL2WEB.COM SERVICES, THE SITE OR THE CONTENT.
THE LIMITATION OF LIABILITY IS COVERED BY THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW BUT NOT LIMITED TO NEGLIGENCE. NEITHER MAIL2WEB.COM NOR SOFTCOM INC. IS LIABLE FOR ANY CONTENT OR CONDUCT OF ITS END USERS. IF ANY REFERRER OR END USER IS DISSATISFIED WITH THE SERVICE, OR THE CONTENTS ON THE SERVICE, OR WITH THE TERMS AND CONDITIONS, THEIR SOLE RESOLUTION IS TO DISCONTINUE USING MAIL2WEB.COM AND TERMINATE THIS AGREEMENT.
EACH PARTY SHALL PROMPTLY INFORM THE OTHER PARTY OF ANY INFORMATION REGARDING THE PROGRAM THAT HAS THE POTENTIAL OF LEADING TO A CLAIM, DEMAND, OR LIABILITY TO EITHER PARTY, OR THIRD PARTY.
THE REFERRER WILL INDEMNIFY, DEFEND, SAVE AND HOLD HARMLESS MAIL2WEB.COM, SOFTCOM INC., THEIR OFFICERS, THEIR DIRECTORS, THEIR AGENTS, THEIR CONTRACTORS, THEIR AFFILIATES, THEIR PARTNERS, THEIR DISTRIBUTORS, AND THEIR EMPLOYEES FROM AND AGAINST ALL THIRD PARTY CLAIMS, DEMANDS, LIABILITIES, COST OR EXPENSES, INCLUDING LEGAL COUNSEL FEE’S RESULTING FROM THE INDEMNIFYING PARTY’S MATERIAL BREACH OF ANY DUTY, REPRESENTATION, OR WARRANTY OF THIS AGREEMENT.
Neither Party shall be held liable for, or be considered in breach of this Agreement, on account of any delay or failure to perform in accordance to this Agreement as a result of any circumstance or condition which are beyond the reasonable control and which such Party is unable to overcome by the exercise of rational assiduousness.
The failure or neglect on the behalf of mail2web.com and SoftCom Inc. to enforce the terms and conditions contained in this Agreement shall not be considered as a waiver of mail2web.com’s rights to take subsequent action. It further does not in any way affect the validity of the Agreement in part or whole.
This Agreement represents the entire agreement between mail2web.com, SoftCom Inc. and the Referrer and supersedes any and all prior discussions and agreements between the Parties. The terms and conditions outlined in this Agreement shall prevail over all terms and conditions found in any other documents or correspondence between the Parties unless such provisions are agreed to and bound in writing.
If any provision of this Agreement is found by a court in a recognized jurisdiction to be invalid, the Parties nevertheless agree that the court should endeavour to give effect to the Parties’ intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect.
This Agreement shall be construed, interpreted and governed in all respects in accordance with the laws of the Province of Ontario, Canada. Both Parties agree to the consent of the exclusive jurisdiction of the Province of Ontario in all matters in connection to any actions to pursue or recover any damages, or relief, or made to enforce the provisions contained in this Agreement.
mail2web® is a registered trademark and brand owned by SoftCom Inc.
