Terms of Service

B. GENERAL COMMERCIAL TERMS

1. During the Subscription Term, we will provide you access to use the Subscription Service as described in this Agreement and the applicable Order. We may also provide you access to use our Free Services at any time by activating them in your AdROI Marketing account. We might provide some or all elements of the Subscription Service through third party service providers. Your Affiliates may access and use the Subscription Service or receive the Consulting Services purchased under this Order; provided that, all such access, use and receipt by your Affiliates is subject to and in compliance with the Agreement and you shall at all times remain liable for your Affiliates’ compliance with the Agreement.
2. Additional Features. You may subscribe to additional features of the Subscription Service by placing an additional Order or activating the additional features from within your AdROI Marketing account (if this option is made available by us.). This Agreement will apply to all additional Order(s) and all additional features that you activate from within your AdROI Marketing account.
3. Service Uptime Commitment. For the purposes of this ‘Service Uptime Commitment’ section, the following definitions shall apply:

“Priority 1” means a critical full outage/severe issue that constitutes a catastrophic problem that causes complete inability to use the Subscription Service, excluding Free Services, across a significant portion of the production environment (e.g. crash or hang), resulting in production downtime and where there is no workaround or solution to the problem.

“Excluded” means the following: (i) unavailability caused by circumstances beyond our reasonable control, including, without limitation, act of God, acts of government, emergencies, natural disasters, flood, fire, civil unrest, acts of terror, strikes or other labor problems (other than those involving our employees), or any other force majeure event or factors; (ii) any problems resulting from Customer’s combining or merging the Subscription Service with any hardware or software not supplied by us or not identified by us in writing as compatible with the Subscription Service; (iii) interruptions or delays in providing the service resulting from telecommunications or internet service provider failures outside of our datacenter as measured by our third party website availability monitoring provider; and (iv) any interruption or unavailability resulting from the misuse, improper use, alteration, or damage of the Subscription Service.

“Service Uptime” means (total hours in calendar month – unscheduled maintenance which causes unavailability – Priority 1 issue durations – scheduled maintenance – Excluded) / (Total hours in calendar month – scheduled maintenance – Excluded) X 100%.

We will use commercially reasonable efforts to meet a Service Uptime of 99.95% for our Subscription Service in a given calendar month. All availability calculations will be based on our system records. Notwithstanding anything to the contrary in this Agreement, as Customer’s sole and exclusive remedy for failure to meet availability or support commitments, in the event there are two (2) or more consecutive calendar months during which the Service Uptime falls below 99.95% in a given calendar month, Customer will be entitled to receive a credit equal to the pro-rated amount of fees applicable to the downtime as measured within two (2) or more consecutive calendar months during which the Service Uptime fell below 99.95%, which credit shall be applied against an invoice or charge for the following renewal Subscription Term, provided Customer requests such credit within twenty (20) days of the end of the relevant calendar month. Notwithstanding anything to the contrary in the Agreement or this section, this ‘Service Uptime Commitment’ section does not apply to our Free Services.

1. Consulting Services. You may purchase Consulting Services by placing an Order with us. Unless we otherwise agree, the Consulting Services we provide are described in the Product and Services Catalog and will be delivered in English. Fees for these Consulting Services are in addition to your Subscription Fee. If you purchase Consulting Services that recur, they will be considered part of your subscription and will renew in accordance with your subscription.

All Consulting Services are performed remotely, unless you and we otherwise agree.

For Consulting Services performed on-site, you will reimburse us our reasonable costs for all expenses incurred in connection with the Consulting Services. Any invoices or other requests for reimbursements will be due and payable within thirty (30) days of the date of the invoice.

If there are a specific number of hours included in the Consulting Services purchased, those hours will expire as indicated in the applicable description, which expiration period will commence upon purchase (the “Expiration Period”). If there are deliverables included in the Consulting Services purchased, it is estimated that those deliverables will be completed within the time period indicated as the delivery period in the applicable description, which delivery period will commence upon purchase (the “Delivery Period”). If there is no Expiration Period or Delivery Period indicated, then it will be one hundred and eighty (180) days from purchase. If the Consulting Services provided are not complete at the end of the Delivery Period due to your failure to make the necessary resources available to us or to perform your obligations, such Consulting Services will be deemed to be complete at the end of the Delivery Period. If the Consulting Services provided are not complete at the end of the Delivery Period due to our failure to make the necessary resources available to you or to perform our obligations, the Delivery Period will be extended to allow us to complete such Consulting Services.

We might provide some or all elements of the Consulting Services through third party service providers. Consulting Services are non-cancellable and all fees for Consulting Services are non-refundable.

1. Fees and Payments
2. Subscription Fees. The Subscription Fee will remain fixed during the initial terms of your subscription unless you: (i) exceed your Maximum Records, Email Send Limit, Phone Call Limit, User or other applicable limits (see the ‘Limits’ section below), (ii) upgrade products or base packages, (iii) subscribe to additional features or products, including additional Contacts, or (iv) unless otherwise agreed to in the Order. You can learn more about how your fees may be otherwise adjusted in the remainder of this ‘Fees and Payment’ section below.

For our Full-Service Marketing AdROI Marketing Products, once increased, your Subscription Fee will not decrease, even if there is a subsequent reduction in the number of Contacts or emails sent. For details on how to manage your Contacts to avoid an increase in your Subscription Fee, see the ‘Fee Adjustments in Next Billing Period’ section below. We will monitor or audit remotely the number of Contacts in the Subscription Service and the number of emails that you send on the Subscription Service. If you subscribe to our Full-Service Marketing AdROI Marketing Products, this information is also made available to you in your AdROI Marketing account.

For our products that have applicable User limits, you will be charged fees associated with all Paid Users.

1. Fee Adjustments in Next Billing Period. We determine the Contact tier for the next Billing Period by reviewing the number of Contacts in your account. For our Full-Service Marketing Products, we complete this review between forty (40) and twenty-five (25) days before the start of your next Billing Period or we may complete this review on the last day of your Billing Period. If the number of Contacts in your account exceed your Maximum Records when we complete this review, then your Subscription Fee will increase at the beginning of the next Billing Period up to the tier price which corresponds with the reviewed number of Contacts. Tier prices are as set forth in our Product and Services Catalog.

We allow you to reasonably manage the number of Contacts during the course of a Billing Period and will not count Contacts removed before our review, unless these Contacts are temporarily removed to avoid a fee increase. If Contacts are temporarily removed to avoid a fee increase, we may consider the maximum number of Contacts from the reviewed Billing Period for the purposes of determining your Contact tier.

This review and upgrade process will continue for each Billing Period during the Subscription Term.

1. Fee Adjustments During a Billing Period. For our Full-Service Marketing AdROI Marketing Products, the Subscription Fee will increase during the course of a Billing Period if you exceed your Email Send Limit or Phone Call Limit in a Billing Period. In this case, the Subscription Fee will increase to the tier price which corresponds with your maximum monthly email sends from the current Billing Period.

If you reach any Email Send Limit, Phone Call Limit, or any other activity limit, you will not be able to send more or perform any activities related to this limit until the start of the next calendar month or starting when the limit is no longer exceeded, including actions pre-scheduled to go out after reaching a Send Limit or activity limit.

The Subscription Fee will increase during a Billing Period up to the corresponding base package and tier price (as set forth in our Product and Services Catalog) if you exceed the subdomains limit, add Paid Users, exceed other applicable limits (except as set forth in the ‘Fee Adjustments in Next Billing Period’ section), change or add products, or subscribe to additional features for use during the Billing Period. We may choose to decrease your fees upon written notice to you.

1. Fee Adjustments at Renewal. Upon renewal, we may increase your fees up to our then-current list price set out in our Product and Services Catalog. If this increase applies to you, we will notify you at least thirty (30) days in advance of your renewal and the increased fees will apply at the start of the next renewal term. If you do not agree to this increase, either party can choose to terminate your subscription at the end of your then-current term by giving the notice required in the ‘Notice of Non-Renewal’ section below.
2. Payment by credit card. If you are paying by credit card, you authorize us to charge your credit card or bank account for all fees payable during the Subscription Term. You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party.
3. Payment against invoice. If you are paying by invoice, we will invoice you no more than forty-five (45) days before the beginning of the Subscription Term and each subsequent Billing Period, and other times during the Subscription Term when fees are payable. All amounts invoiced are due and payable within thirty (30) days from the date of the invoice, unless otherwise specified in the Order Form.
4. Payment Information. You will keep your contact information, billing information and credit card information (where applicable) up to date. Changes may be made on your Billing Page within your AdROI Marketing account. All payment obligations are non-cancelable and all amounts paid are non-refundable, except as specifically provided for in this Agreement. All fees are due and payable in advance throughout the Subscription Term. If you are a AdROI Marketing Solutions Partner that purchases on behalf of a client, you agree to be responsible for the Order Form and to guarantee payment of all fees.
5. Sales Tax. All fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Subscription Service and performance of Consulting Services. You shall have no liability for any taxes based upon our gross revenues or net income. If you are located in the European Union, all fees are exclusive of any VAT and you represent that you are registered for VAT purposes in your member state. At our request, you will provide us with the VAT registration number under which you are registered in your member state. If you do not provide us with a VAT registration number prior to your transaction being processed, we will not issue refunds or credits for any VAT that was charged. If you are subject to GST, all fees are exclusive of GST. If you are required to deduct or withhold any tax, you must pay the amount deducted or withheld as required by law and pay us an additional amount so that we receive payment in full as if there were no deduction or withholding.
6. Use and Limitations of Use
7. Acceptable Use. You will comply with our Acceptable Use Policy at https://policy.1Dash.pro/acceptable-use-policy (“AUP”) and agree and warrant to only use the Subscription Services for lawful purposes.
8. Prohibited and Unauthorized Use. You will not (i) use or launch any automated system, including, “robots,” “spiders,” or “offline readers,” that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional browser; (ii) use the Subscription Service in any manner that damages, disables, overburdens, or impairs any of our websites or interferes with any other party’s use of the Subscription Service; (iii) attempt to gain unauthorized access to the Subscription Service; (iv) access the Subscription Service other than through our interface; or (v) use the Subscription Service for any purpose or in any manner that is unlawful or prohibited by this Agreement; (v) share or use the Subscription Service in any manner that provides access, screenshots, images, videos, plans, information, code, files, downloads, or any form of capturing or sharing any information from the password protected logged in areas of our Service to any person or company that has not agreed to our Terms of Service, Acceptable Use Policy, and Privacy Policy.

You may not use the Subscription Service if you are legally prohibited from receiving or using the Subscription Service under the laws of the country in which you are resident or from which you access or use the Subscription Service. The Subscription Service is not designed to comply with industry-specific regulations such as the Federal Information Security Management Act (FISMA), so you may not use the Subscription Service where your communications would be subject to such laws. You may not use the Subscription Service in a way that would violate and local, state, federal, or foreign laws or regulations including but not limited to; the Gramm-Leach-Bliley Act (GLBA), Federal Trade Commission Act (FTCA), Telephone Consumer Protection Act (TCPA), Nutrition Labeling and Education Act (NLEA). Nothing contained herein shall limit the usage restrictions specific to Sensitive Information and Sensitive Health Information under the Agreement.

You will notify us right away of any unauthorized use of your Users’ identifications and passwords or your account by following the instructions at Webmaster@Get1Dash.com. You are solely responsible for maintaining the confidentiality of any usernames, passwords and all your account information, and are fully responsible for any and all activities, including electronic communications, that occur under and on behalf of your account.

1. Sensitive Information. YOU ACKNOWLEDGE THAT YOU WILL COMPLY WITH ALL RULES, REGULATIONS, AND LAWS IN THE UNITED STATES, YOUR HOME COUNTRY, AND THE COUNTRIES YOU OPERATE REGARDING THE COLLECTION, PROCESSING, AND MANAGEMENT OF ALL SENSITIVE INFORMATION. WE WILL NOT HAVE AND WE SPECIFICALLY DISCLAIM ANY LIABILITY THAT MAY RESULT FROM YOUR USE OF THE SUBSCRIPTION SERVICE TO COLLECT, PROCESS OR MANAGE SENSITIVE INFORMATION IN VIOLATION OF OUR TERMS AND CONDITIONS, PRIVACY POLICY, OR ACCEPTABLE USE POLICY.
2. Sensitive Health Information Prerequisite. YOU ACKNOWLEDGE THAT THE SUBSCRIPTION SERVICES REQUIRE A SEPARATE SIGNED BUSINESS ASSOCIATE AGREEMENT (BAA), WHICH AGREEMENT MAY NOT BE ISSUED AT OUR SOLE DISCRETION, BEFORE YOU STORE, PROCESS, OR MANAGE ANY SENSITIVE HEALTH INFORMATION (SHI) AND ACCORDINGLY YOU AGREE NOT TO USE THE SUBSCRIPTION SERVICE TO COLLECT, MANAGE OR PROCESS SENSITIVE HEALTH INFORMATION WITHOUT A FULLY EXECUTED BAA WITH AdROI Marketing. WE WILL NOT HAVE AND WE SPECIFICALLY DISCLAIM ANY LIABILITY THAT MAY RESULT FROM YOUR USE OF THE SUBSCRIPTION SERVICE TO COLLECT, PROCESS OR MANAGE SENSITIVE HEALTH INFORMATION IN VIOLATION OF OUR TERMS AND CONDITIONS, PRIVACY POLICY, ACCEPTABLE USE POLICY, OR BAA. NOT ALL PRODUCTS AND SUBSCRIPTION ARE ELIBABLE TO STORE SENSITIVE HEALTH INFORMATION HOWEVER ONCE A FULLY AUTHORIZED BAA IS EXECUTED YOU MAY ONLY STORE, PROCESS, OR MANAGE ANY SENSITIVE HEALTH INFORMATION IN THE FOLLOWING AREAS OR PAGES OF THE PRODUCTS AND SERVICES;

• CONTACTS
• COMPANIES
• INPUTS
• VOIP
• WORKFLOWS THAT DO NOT INVOLVE THIRD PARTY INTEGRATIONS AND WORKFLOW STEPS

ANY OTHER SERVICE NOT IN THE LIST ABOVE MAY NEVER BE USED TO STORE SENSITIVE HEALTH INFORMATION. A NON EXAUSTIVE LIST OF SERVICES, AREAS OR PAGES OF THE PRODUCTS AND SERVICES THAT ARE INELIGIBLE INCLUDE;

• WEBSITE DESIGNER
• EMAIL
• SMS
• THE TITLE OR NAME OF ANY OBJECT, PROPERTY, OR ELEMENT YOU ADD IN THE SUBSCRIPTION SERVICE. (EXAMPLE: STEP NAME, USER ROLE NAME, THIRD PARTY INTEGRATION NAME)
• OPPORTUNITIES
• TASKS

YOU ACKNOWLEDGE THAT AREAS AND PAGES OF THE SUBSCRIPTION SERVICES ARE ROLE AND PERMISSION BASED AND YOU ARE SOLELY RESPONSIBLE FOR ENSURING THE CORRECT ROLES AND PERMISSIONS TO PROTECT SENSITIVE HEALTH INFORMATION IN EVERY PART OF THE SUBSCRIPTION SERVICE. IN SOME CASES YOU WILL FIND MULTIPLE PERMISSIONS OR ROLES THAT PROVIDE ACCESS TO THE SAME, SIMILAR, OR SUBSETS OF DATA. A NON EXAUSTIVE LIST FOR EXAMPLE PURPOSES IS BELOW;

• IF STORING SHI IN CONTACT TAGS – TAGS MAY ALSO BE VISABLE IN REPORTING
• IF STORING SHI IN INPUTS – SHI MAY ALSO BE VISABLE IN REPORTING AND AUDIT LOGS
• IF STORING SHI IN FORMS – A USER WITHOUT CONTACT VIEW PERMISSIONS TO SEE FORMS RELATED TO A CONTACT YOU MAY HAVE SEPARATE PERMISSIONS ENABLED TO SEE FORM SUBMISSIONS OR REPORTING

WE WILL NOT HAVE AND WE SPECIFICALLY DISCLAIM ANY LIABILITY THAT MAY RESULT FROM YOUR USE OF THE SUBSCRIPTION SERVICE TO COLLECT, PROCESS OR MANAGE SENSITIVE HEALTH INFORMATION IN VIOLATION OF RULES, REGULATIONS, LAWS, AND SECURITY STANDARDS/PRACTICES FROM YOUR INCORRECT OR INSECURE USE OF ANY SERVICES. GIVEN THE COMPLETE FLEXIBILITY YOU HAVE FOR CUSTOMIZATION INCLUDING BUT NOT LIMITED TO ABILITY TO ENTER AND PROCESS YOUR OWN CUSTOM CODE AND THIRD PARTY INTEGRATIONS IT IS SOLELY YOUR RESPONSIBILITY FOR IMPLEMENTING SECURE PRACTICES AND ENSURING IF DATA LEAVES THE SUBSCRIPTION SERVICE TO BE STORED, PROCESSEED, OR MANAGED IT IS LEGAL AND COMPLAINT TO DO SO.

1. Use of AdROI Marketing application directory and third party integrations. If you use any of the provided applications or third party integrations, you agree to comply with all third party applicable terms of service, acceptable use policies, and any other terms of the third party. You also agree to hold AdROI Marketing harmless for all issues that may arise from use of the applications and third party integrations.

Both you and we agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of use of any of the applications in the AdROI Marketing application directory or any of the third party integrations. Regardless if these integrations or applications were developed with your support, ideas, testing, or funding.

WE DISCLAIM ALL LIABILITY WITH RESPECT TO SERVICE OFFERINGS, THIRD-PARTY SITES AND THIRD-PARTY PRODUCTS THAT YOU USE. OUR LICENSORS SHALL HAVE NO LIABILITY OF ANY KIND UNDER THIS AGREEMENT.

YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE AdROI Marketing APPLICATION DIRECTORY OR INTEGRATIONS TO YOU.

1. Use of Communication Services. You agree to use Communication Services only in compliance with any terms of use specified by each Communication Service. We do not control the content, messages or information found in the Communication Services. We will not have any liability with regards to the Communication Services and any actions resulting from your use of the Communication Services.
2. Third-Party Sites and Products. Third-Party Sites and Products are not under our control. Third-Party Sites and Products are provided to you only as a convenience, and the availability of any Third-Party Site or Product does not mean we endorse, support or warrant the Third-Party Site or Product. We expressly disclaim any and all liability in connection with any such Third-Party Sites and Products.
3. Registration. You may only signup for yourself individually or as an authorized company representative on behalf of your company. We do not permit any person to signup on behalf of another individual without an appropriate Power of Attorney. You must provide complete, accurate, and truthful information during signup and in all communications with AdROI Marketing. If we suspect your information is untrue or inaccurate we may in our sole discretion suspend or terminate your access to the Services.
4. Accounts You will also warrant that all the information you provide us is truthful and accurate. Every account is limited to one user. So called “agency accounts,” or accounts that host items for third parties are prohibited under one account unless otherwise specified in your paid service.
5. Subscription Term, Termination, Suspension
6. Term and Renewal. Your initial subscription period will be specified in your Order, and, unless otherwise specified in your Order, your subscription will automatically renew for the shorter of the subscription period, or one year. To prevent renewal of the subscription, the required notice must be provided within the timeframe as specified in the ‘Subscription Types’ section below.

If you use our Free Services, we will make the Free Services available to you free of charge until earlier of (a) the date on which your free subscription is terminated or (b) the start date of your paid subscription.

1. Early Cancellation. You may choose to cancel your subscription early at your convenience provided that, we will not provide any refunds of prepaid fees or unused Subscription Fees, and you will promptly pay all unpaid fees due through the end of the Subscription Term.
2. Termination for Cause. Either party may terminate this Agreement for cause, as to any or all Subscription Services: (i) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, cessation of business, liquidation or assignment for the benefit of creditors. We may also terminate this Agreement for cause on thirty (30) days’ notice if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers. This Agreement may not otherwise be terminated prior to the end of the Subscription Term.
3. Suspension for Prohibited Acts. We may suspend any User’s access to any or all Subscription Services without notice for: (i) use of the Subscription Service in a way that violates applicable local, state, federal, or foreign laws or regulations or the terms of this Agreement, (ii) use of the AdROI Marketing email send service that results in excessive hard bounces, SPAM complaints via feedback loops, direct spam complaints (to our abuse desk), or requests for removal from a mailing list by recipients, or (iii) repeated instances of posting or uploading material that infringes or is alleged to infringe on the copyright or trademark rights of any person or entity. We may, without notice, review and delete any Customer Data or Customer Materials that we determine in good faith violate these terms or the AUP, provided that, we have no duty to prescreen, control, monitor or edit your Customer Data or Customer Materials.
4. Suspension for Non-Payment. We will provide you with notice of non-payment of any amount due. Unless the full amount has been paid, we may suspend your access to any or all of the Subscription Services ten (10) days after such notice. We will not suspend the Subscription Service while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If a Subscription Service is suspended for non-payment, we may charge a re-activation fee to reinstate the Subscription Service.
5. Suspension for Present Harm. If your website, or use of, the Subscription Service: (i) is being subjected to denial of service attacks or other disruptive activity, (ii) is being used to engage in denial of service attacks or other disruptive activity, (iii) is creating a security vulnerability for the Subscription Service or others, (iv) is consuming excessive bandwidth, or (v) is causing harm to us or others, then we may, with electronic or telephonic notice to you, suspend all or any access to the Subscription Service. We will try to limit the suspension to the affected portion of the Subscription Service and promptly resolve the issues causing the suspension of the Subscription Service. Nothing in this clause limits our right to terminate for cause as outlined above, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.
6. Suspension and Termination of Free Services. We may suspend, limit, or terminate the Free Services for any reason at any time without notice. We may terminate your subscription to the Free Services due to your inactivity.
7. Effect of Termination or Expiration. If your paid subscription is terminated or expires, we will continue to make available to you our Free Services provided however, this may not be the case if your Agreement was terminated for cause. You may request the deletion of your AdROI Marketing account after expiration or termination of your subscription by sending a request to Webmaster@Get1Dash.com. You will continue to be subject to this Agreement for as long as you have access to a AdROI Marketing account.

Upon termination or expiration of this Agreement, you will stop all use of the Subscription Service and AdROI Marketing Content. We may or may not provide you the opportunity to retrieve Customer Data after termination or expiration, depending on the type of applicable subscription as specified in the ‘Retrieval of Customer Data’ section below. If you terminate this Agreement for cause, we will promptly refund any prepaid but unused fees covering use of the Subscription Service after termination. If we terminate this Agreement for cause, you will promptly pay all unpaid fees due through the end of the Subscription Term. Fees are otherwise non-refundable.