Last modified: March 22 , 2016
This Agreement governs the use of our products and services (“Services”). All services provided on this site under the name Charley are provided by Digi-Net Technologies, Inc. (“Digi-Net”).
By using these Services, you are agreeing to these terms. PLEASE READ THEM CAREFULLY.
Welcome to Charley
THESE TERMS AND CONDITIONS OF USE MAY HAVE CHANGED SINCE YOUR LAST VISIT TO THIS WEBSITE AND TO THE PRODUCTS. YOU AGREE TO CHECK FOR UPDATES TO THESE TERMS AND CONDITIONS OF USE. BY USING THIS WEBSITE OR THE PRODUCTS, YOU INDICATE YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS OF USE. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS OF USE, THEN YOU MAY NOT USE THIS WEBSITE OR THE PRODUCTS. THIS IS A LEGAL AGREEMENT.
TERM OF SERVICE
The Term begins when you sign up for Charley in accordance with the plan you choose at that time and continues as long as you are using the service or terminate the plan. If you sign up for Charley on behalf of a company or other entity, you represent and warrant that you have the authority to accept these Terms on their behalf.
PRIVACY AND PROTECTION OF PERSONAL INFORMATION.
See the Privacy Statement for disclosures relating to the collection and use of your personal information.
You agree to pay all charges for your use of the Services according to the payment plan applicable to your Services. Charley reserves the right to change prices or institute new charges for access to or use of Charley Services, unless you have a signed Written Agreement with Charley. All changes will be posted by Charley on the Charley Web sites, and you are responsible for regularly reviewing such pricing information to obtain timely notice of such changes. Continued use of the Services or non-termination of your Charley account after changes are posted constitutes your acceptance of the prices as modified by the posted changes.
Charges for Services may include activation, recurring subscription, and usage fees. Your activation and recurring subscription fees are payable in advance and are COMPLETELY NONREFUNDABLE. Usage charges are charged as and when such charges are incurred or by accumulating such charges (in the sole discretion of Charley) in accordance with the usage rates applicable to each of the Services you use.
Your payment plan may include a monthly allowance of emails. In the event that you have exceeded your rate plan’s allotted allowance you will be automatically charged usage fees for each email or in excess of your monthly allowance. Unused allowances are not transferrable from month to month.
Your Charley account plan is based upon the aggregate number of subscribers across ALL of your email lists. Each list in your account is independent. Your monthly billing is based upon the total number of subscribers across all of your lists in a given month. You may not at anytime delete, combine, unsubscribe users from in bulk, or otherwise modify your list or lists for the purpose of avoiding our billing limits. We reserve the right to suspend and/or terminate your Charley account at any time if we suspect these actions.
You agree that Charley may submit charges for your usage fees and recurring subscription fee each month or term of service, without further authorization from you, until you provide prior notice (in accordance with Charley’s verification procedures, as may be established by Charley from time to time in its sole discretion) that you have terminated this authorization or wish to change your designated card. Such notice will not affect charges submitted before Charley reasonably could act on your notice. If you have any questions regarding any charges that have been applied to your account, you must contact Charley’s Customer Support within 30 days of the charge date. Failure to use your account will not be deemed a basis for refusing to pay any charges submitted by Charley in accordance with this Agreement.
We may suspend or terminate your access to Services if you fail to make timely payments on a premium (paid) account. Suspension of your account, however, does not relieve you from payment obligations, including future payments, that are due as part of any applicable service plan or agreement.
MEMBER ACCOUNT, PASSWORD, AND SECURITY
If any of the Services requires you to open an account, you must complete the sign-up process by providing us with current, complete and accurate information as prompted by the applicable registration form. You agree to notify Charley promptly of any changes to this information as required to keep it current, complete and accurate. You also will choose a password. You are entirely responsible for maintaining the confidentiality of your password and account. Furthermore, you are entirely responsible for any and all activities that occur by all users associated with your account.
You agree to notify Charley immediately of any unauthorized use of your account or any other breach of security. Charley will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. However, you could be held liable for losses incurred by Charley or another party due to someone else using your account or password. You may not use anyone else’s account at any time, without the permission of the account holder.
USE OF SERVICES / CUSTOMER RESPONSIBILITIES
You represent and warrant that you are at least 18 years of age and that you possess the legal right and ability to enter into this Agreement. If you are registering on behalf of a corporation, you warrant that you have the authority to bind the corporation. You agree to be financially responsible for your use of the Services (as well as for use of your account by others, including minors living with you) and to comply with your responsibilities and obligations as stated in this Agreement.
You must (a) obtain and pay for all equipment and third-party services (e.g., telephone and computer equipment) required for you to access and use the Services; (b) maintain the security of your password, PIN number and other confidential information relating to your account and; (c) be responsible for all charges resulting from use of your account, including unauthorized use prior to your notifying Charley of such use and taking steps to prevent its further occurrence.
You may not use Charley with any email lists or addresses that have been purchased, rented or otherwise obtained from a third party, or which have been collected or obtained without the email address owner’s knowledge. Sending emails to any address or list obtained using one or more of these methods could result in the termination of your account immediately and without notice. We may also restrict access to your account, immediately and without notice, should we have reason to suspect that email addresses being added or imported into your Charley account fail to meet the permission criteria set forth in this Agreement.
Should any mailing sent through your Charley account receive an unreasonable number of complaints from Internet Service Providers, or other Third Party Service Providers we reserve the right to suspend or terminate your account immediately. You will be responsible for paying all charges for use of the Service and any fines incurred by Charley as a direct result of one of your mailings, in cases where clear and direct evidence is presented to Charley by the fining organization.
DO NOT USE CHARLEY TO SEND SPAM – PERIOD!
If you do not know what this means at this point we really do not want you to use Charley. If you are new to using email and would like to makes sure you are in compliance please go to this website and review it https://www.ftc.gov/tips-advice/business-center/guidance/can-spam-act-compliance-guide-business
If you believe that you have received spam from someone using our Charley software please send us an email and report it to [email protected]
NO UNLAWFUL OR PROHIBITED USE
As a condition of your use of the Services, you will not use the Services for any purpose that is unlawful or prohibited by these Terms and any notices. Your use of Charley shall only be used for lawful purposes and you shall use the Charley and any of its products only in compliance with this Agreement, the CAN-SPAM Act as highlighted in the next section and regulations thereunder and all other applicable U.S., state, local and international laws in your jurisdiction, including but not limited to (a) Canada’s Anti-Spam Legislation and any other policies and laws related to unsolicited emails, spamming, privacy, obscenity, or defamation, copyright and trademark infringement and child protective email address registry laws, (b) laws relating to advertising, sales or promotional efforts or practices, redemption, refunds and provision of your products or services, (c) laws that govern false, unfair and deceptive practices, coupons, gift cards/certificates, defective products or services, unclaimed property, alcohol or tobacco, health and safety, fire, and hygiene standards, and (d) laws that govern lotteries, sweepstakes, contests and promotions and (e) laws that govern the collection of donations and charitable giving.
The CAN-SPAM Act is a law that sets the rules for commercial email, establishes requirements for commercial messages, gives recipients the right to have emails stopped from being sent to them, and spells out tough penalties for violations.
We collect your email address in order to:
- Send information, respond to inquiries, and other requests and questions.
- Process orders and to send information and updates pertaining to orders
- Market to our mailing list or continue to send emails to our clients after the original transaction has occurred
To be accordance with CANSPAM we agree to the following:
- NOT use false, or misleading subjects or email addresses
- Identify the message as an advertisement in some reasonable way
- Include the physical address of our business or site headquarters
- Monitor third party email marketing services for compliance, if one is used.
- Honor opt-out/unsubscribe requests quickly
- Allow users to unsubscribe by using the link at the bottom of each email
Full information and specific details of the CAN-SPAM Act can be found here:
INTERNATIONAL USE : PERMITTED BY LAW
In recognition of the global nature of the Internet, you agree to comply with all local rules where you reside or your organization is located regarding online activities, email and the Site or the Products. More specifically, but without limitation, you agree to comply with all applicable laws regarding the transmission of technical data exported to or from the United States or the country in which you reside. The Site or the Products are controlled and operated by us from our offices within the United States and we make no representation that the Site or the Products are appropriate or available for use in other locations. Those who access the Site or the Products from other locations do so at their own initiative and risk, and are fully responsible for compliance with all applicable laws in those locations. We do not offer the Site or the Products where prohibited by law.
FULL FORCE AND EFFECT
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
We and you agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No delay or omission by either party in exercising any right or remedy under this Agreement or existing at law or equity shall be considered a waiver of such right or remedy.
You may not assign any of your rights hereunder. We may assign all rights to any other individual or entity in our sole discretion.
The titles of the paragraphs of this Agreement are for convenience only and have no legal or contractual effect.
Except as expressly set forth herein, no agency, partnership, joint venture, or employment is created as a result of this Agreement, and you do not have any authority of any kind to bind us in any respect whatsoever.
In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover its costs and attorneys’ fees.
GOVERNING LAW AND VENUE
This Agreement shall be governed by the laws of the State of Florida, USA and all claims relating to or arising out of this Agreement, or the breach thereof, whether sounding in contract, tort or otherwise, shall likewise be governed by the laws of the State of Florida, USA, in each case, without regard to its choice or law or conflict of laws provisions. All legal actions in connection with this Agreement shall be brought in the state or federal courts located in Alachua County, Florida.
WARRANTY DISCLAIMER, REMEDIES. RELEASE
YOU EXPRESSLY AGREE THAT THE SITE AND THE PRODUCTS (INCLUDING ANY CUSTOM SERVICES OFFERINGS) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SITE OR THE PRODUCTS AND ANY RELIANCE BY YOU UPON THE SITE OR THE PRODUCTS, INCLUDING ANY ACTION TAKEN BY YOU BECAUSE OF SUCH USE OR RELIANCE, IS AT YOUR SOLE RISK. WE DO NOT WARRANT THAT THE USE OF THE SITE OR THE PRODUCTS WILL BE UNINTERRUPTED OR ERROR FREE, NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SAME. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE EXPRESSLY EXCLUDE ALL CONDITIONS, WARRANTIES AND OTHER TERMS WHICH MIGHT OTHERWISE BE IMPLIED BY STATUTE, COMMON LAW OR THE LAW OF EQUITY. NO STATEMENT OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM US IN ANY MEANS OR FASHION SHALL CREATE ANY WARRANTY NOT EXPRESSLY AND EXPLICITLY SET FORTH IN THIS AGREEMENT.
WE SHALL HAVE NO LIABILITY OF ANY NATURE WHATSOEVER FOR YOUR COMPLIANCE WITH OR BREACH OF ANY LICENSE OR TERMS AND CONDITIONS OF ANY THIRD PARTIES OR THIRD PARTY SERVICES.
WE DO NOT ENDORSE AND ARE NOT RESPONSIBLE FOR (a) THE ACCURACY OR RELIABILITY OF ANY THIRD PARTY CONTENT, OPINION, ADVICE OR STATEMENT MADE BY ANYONE OTHER THAN US, OR (b) ANY EVENT HOSTED, DONATION SOLICITED, DONATION SOLICITED, THE RESULTS OF ANY SURVEY, OR ANY PRODUCT OR SERVICE PURCHASED OR OTHERWISE OBTAINED FROM ANY THIRD PARTY, INCLUDING OUR CUSTOMERS.
TO THE EXTENT APPLICABLE LAW PERMITS, YOU RELEASE US FROM ANY CLAIMS OR LIABILITY RELATED TO (a) ANY CONTENT POSTED ON YOUR SITE OR IN ANY MATERIALS YOU SEND USING THE SITE OR THE PRODUCTS, (b) FROM ANY CLAIMS RELATED TO THE CONDUCT OF ANY OTHER CUSTOMERS OF OURS OR THEIR RESPECTIVE SUBSCRIBERS, AND (c) ANY PROBLEMS THAT MAY ARISE FROM ANY REMOTE ACCESS TO YOUR COMPUTERS OR OTHER SYSTEMS YOU PROVIDE TO OUR PERSONNEL OR AGENTS FOR THE PURPOSE OF TROUBLESHOOTING ISSUES.
LIMITATION OF LIABILITY
EXCEPT WITH RESPECT TO FRAUDULENT MISREPRESENTATION, DEATH OR PERSONAL INJURY DUE TO THE NEGLIGENCE OF CHARLEY, OR LIABILITY THAT MAY NOT OTHERWISE BE LIMITED OR EXCLUDED BY LAW, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT (INCLUDING NEGLIGENCE), CONTRACT, BREACH OF STATUTORY DUTY OR OTHERWISE, SHALL CHARLEY OR ANY OF ITS UNDERLYING SERVICE PROVIDERS, BUSINESS PARTNERS, MEMBERS OF OUR NETWORK, INFORMATION PROVIDERS, ACCOUNT PROVIDERS, LICENSORS, OFFICERS, DIRECTORS, EMPLOYEES, DISTRIBUTORS OR AGENTS (COLLECTIVELY REFERRED TO FOR PURPOSES OF THIS SECTION AS “CHARLEY”) BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL OR ANTICIPATED SAVINGS, OR FOR ANY INDIRECT OR CONSEQUENTIAL LOSSES, EVEN IF FORESEEABLE OR IF CHARLEY SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY, OTHER THAN WHERE CAUSED BY CHARLEY’S MATERIAL BREACH OF THIS AGREEMENT, AND REGARDLESS OF THE FORM OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, PRODUCT LIABILITY OR OTHERWISE), THE MAXIMUM AGGREGATE LIABILITY OF CHARLEY TO YOU ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE APPLICABLE PRODUCT IN THE 12 MONTHS PRIOR TO THE ACCRUAL OF THE APPLICABLE CLAIM, LESS ANY DAMAGES PREVIOUSLY PAID BY CHARLEY TO YOU IN THAT 12 MONTH PERIOD.