Terms & Conditions

Boring, but very important.

TERMS AND CONDITIONS

If, at any time, you have questions or concerns regarding our Terms & Conditions, please contact us at support@esp-service.com.

INTRODUCTION

The Terms and Conditions set forth herein constitute the full and complete agreement between you and ESP-Service (doing business as and hereinafter referred to as "ESP-Service") Your agreement to be bound by these terms is acknowledged by your use of the ESP-Service Web Site, Email Marketing Software Services, and any other ESP-Service software made available to you. The terms contained herein supersede and replace any other agreement or negotiation between you and ESP-Service whether oral, written or otherwise including any statements made by any representative of ESP-Service at any time, unless confirmed in writing by ESP-Service.

1. FEES; PAYMENT OF FEES

1.1 Fees - ESP-Service charges the following fees where applicable. All such fees are subject to change with 30 days notice. Not all fees are applicable to all accounts.
1.1.1 Set-Up Fee – This is any one-time fee that may be charged in connection with the establishment of a new account or provided service.
1.1.2 Service Fee – This is the fee for your monthly, annual, bi-annual, or greater ordered services.
1.1.3 Domain Registration Fee – This is the fee for the registration of a domain name and is nonrefundable.
1.1.4 Other Service Related Fees – These are fees for additional services that you may choose to add to your account.
1.2 ESP-Service also reserves the right to alter, change, amend or delete fees at its sole discretion. ESP-Service further reserves the right to institute new services and charge fees in association with the provision of such new services as it deems appropriate.
1.3 ESP-Service reserves the right to offer subsequent promotional rates which may or may not be more favorable than the terms under which you entered this agreement. Any such periodic special rates shall not affect the then existing rights and responsibilities of each party. ESP-Service also reserves the right to change the rate charged for any such fee under this agreement with 30 days notice.
1.4 Payment of Fees - ESP-Service accepts payment by Credit Card (Visa, MasterCard, Discover, American Express). In addition, ESP-Service may from time to time allow additionalforms of payment; however, the offering of a particular form of payment does not obligate ESP-Service to continue to offer that form of payment in the future. The current list of payment options will be displayed during the order process. If you have any questions concerning the current available payment options contact us.
1.5 Payment by Credit Card - Prior to activation of your user account and at any applicable time thereafter you agree to allow ESP-Service to charge your provided credit card. You also agree at stated regular intervals the agreed service fee amount for the stated period (together with any ESP-Service set-up charges, registration fees, or any other charges outlined herein) may be applicable. You further authorize ESP-Service to charge your credit card for all subsequent period fees at (or a reasonable period in advance of) the commencement of any such subsequent period. You agree to maintain current valid existing credit card information with ESP-Service for the purpose of satisfying the ESP-Service charges as0 they become due. Refusal or rejection of any such charge or any portion thereof is grounds for account suspension and termination at the sole option of ESP-Service under Paragraph 8 herein. An administrative fee of €25.00 may be charged for the refusal, rejection or return of any such charge for any reason whatsoever or any portion thereof. In addition, refusal, rejection or return of any such charge for any reason whatsoever or any portion thereof is grounds for account suspension and termination at the sole option of ESP-Service under Paragraph 7 herein.
1.6 Payment by bank transfer - In case your account is granted access to a bank wire payment option you agree to make sure that any charges reach our bank account before the period on which they reflect. In addition, refusal, rejection or return of any such charge for any reason whatsoever or any portion thereof is grounds for account suspension and termination at the sole option of ESP-Service under Paragraph 7 herein.

2. SAAS SERVICES

2.1 For the term of the agreement as set forth herein ESP-Service agrees to provide Saas Services according the plan selected by you upon ordering the service. ESP-Service reserves the right to change, amend and otherwise alter the services provided with equivalent or otherwise equal services without prior notice to you. The specifics of any particular offer are contained within the offer itself as published on the ESP-Service website at the time you ordered the service and remain in effect throughout the term of your agreement. The specifics of all current offers are located within the ESP-Service Website located at https://esp-service.com.

3. ACCEPTABLE USE

ESP-Service strictly enforces compliance with its Acceptable Use Policy which may be found on the ESP-Service Website located at https://esp-service.com/aup. The terms of the Acceptable Use Policy are incorporated into this agreement as though they were fully set forth at length herein. You agree to maintain your own services in full compliance with the terms of the Acceptable Use Policy. Failure to so comply is cause for immediate suspension and termination under paragraph (7) herein. ESP-Service reserves the right to refuse to provide service to anyone at their sole option.

4. LICENCE

ESP-Service, subject to the terms and conditions set forth herein, hereby grants you a nonexclusive, limited, personal, license to use the ESP-Service SaaS Service for the term of the agreement as set forth herein. Your rights under this agreement may be assigned only upon prior notice and express written approval by ESP-Service. Any other assignment is null and void.

5. OWNERSHIP OF INTELLECTUAL PROPERTY; CONFIDENTIALITY

5.1 It is understood and agreed that during the term of this agreement and thereafter you may come into possession of information which is the confidential and proprietary information of ESP-Service including but not limited to the ESP-Service customer service and maintenance tools. You acknowledge that all right and title to any such ESP-Service intellectual property shall remain the sole property of ESP-Service and that you have no right, title or interest therein. You further agree not to provide access to the ESP-Service services to any third party. You agree that you are not to assist any third party or to instigate yourself in any way to use, translate, decompile, reverse engineer, disassemble, modify, reproduce, rent, lease, lend, license, distribute, market or otherwise dispose of any portion of the ESP-Service Services. Any and all right or title to any engineering, coding, programming or customer service work-around or other modification of the ESP-Service service shall also remain the sole property of ESP-Service.
5.2 During the term of this agreement you may have access to certain information and materials relating to the ESP-Service business, customers, software technology and marketing which ESP-Service treats as confidential (hereinafter "Confidential Information"). You agree to at all times during the term of this agreement and otherwise as set forth herein: (i) hold in confidence, and not disclose or reveal to any person or entity, any "Confidential Information" without the express prior written consent of ESP-Service; and (ii) not use or disclose any of the "Confidential Information" for any purpose at any time, other than pursuant to your rights under this agreement for the purpose intended. These obligations shall continue indefinitely for so long as the Confidential Information is a trade secret under applicable law and shall continue for three (3) years following termination of this Agreement with respect to Confidential Information, which does not rise to the level of a trade secret.
5.3 You are the sole owner of any information that you post within your account area. ESP-Service does not normally review or edit the information posted within your account. Notwithstanding the above ESP-Service specifically reserves all right to edit, change, remove or delete any information posted in violation of this policy, the ESP-Service Acceptable Use Policy or any applicable law, order or public policy. ESP-Service is not your partner, associate, joint venturer or agent with respect to any information placed or broadcasted by you on the ESP-Service servers.

6. TERM

The initial term of this agreement shall be 1 month by default unless agreed upon otherwise. Periodic accounts (monthly, annual, biannual) are automatically renewed and are charged in the same manner you selected at the commencement of your account.

7. SUSPENSION AND TERMINATION

7.1 Suspension - At the sole option of ESP-Service for any reason set forth herein or in the event that you breach any term of this agreement including but not limited to Section 1 (Payment of Fees) or any violation of the ESP-Service Acceptable Use Policy, ESP-Service may suspend your account by deactivating any access by you and by web users to any information contained on the ESP-Service SaaS services related to your account while maintaining the information and data related to your account upon the ESP-Service servers. Suspension shall specifically include the disabling of your ordered services and any access to information or data related to your account. In the event of any such suspension you will be notified. At the option of ESP-Service you may be given an opportunity to correct such breach or violation. Upon being notified of an opportunity to correct such breach or violation, if such breach or violation is not corrected the account may be terminated under paragraph 7.2. Service charges will continue to accrue on suspended accounts as if they were not suspended. You will remain responsible for the payment of any such charges during any such period of suspension.
7.2 Termination - This agreement and all of its terms shall remain in full force and effect until it is terminated. Termination shall include the removal of any and all of your information from the ESP-Service servers. Such information or data may or may not be made available to you by ESP-Service after any such termination. This agreement may be terminated either (a) after a period of suspension as set forth in paragraph 7.1 or (b) except as otherwise stated herein by either party upon 7 days notice in advance of a renewal period for any reason.

8. INFORMATION USAGE AND COMMUNICATIONS

8.1 You hereby consent and agree that as to any information which ESP-Service may collect from you and maintain with respect to you, including but not limited to your account information, dates of service, billing address, billing records, usage statistics, site statistics, services purchased, correspondence to or from ESP-Service concerning you or your account, or other information which in ESP-Service sole judgment is reasonable, ESP-Service may disclose such information to public or private third parties as applicable law may require or permit. The decision as to whether to disclose such information as may be required, permitted or otherwise reasonable shall be within the sole discretion of ESP-Service and may include but shall not be limited to (1) compliance with court order, subpoena or other request of any State or Federal government, (2) compliance with the Electronic Communications Decency Act, (3) compliance with the Digital Millennium Copyright Act (3) compliance with the ESP-Service Terms of Service or other policies.
8.2 During the term of this agreement you agree to receive periodic emails, telephone calls, or SMS messages concerning your account, system conditions, changes, updates and schedules.
8.3 You agree to provide and at all times during the term of this agreement maintain true and accurate account information on file with ESP-Service specifically including your Name, Address, email address, telephone number, billing information and any other account information requested at any time during the sign up process. You further agree that the failure to provide or maintain such accurate information is a material breach of this agreement and subjects your account to suspension and termination as set forth in paragraph seven (7) herein.
8.4 You agree to the terms of the ESP-Service Privacy Policy located at https://esp-service.com/terms.

9. NOTICE

9.1 Any notice under this agreement shall be given by ESP-Service to you via email at the address provided by you to ESP-Service at the commencement of this agreement or as ESP-Service is subsequently advised. Notice to you at this address is deemed sufficient regardless of your receipt of such email. If you wish to update your email address you should do so by contacting customer service via support@esp-service.com
9.2 Any notice by you to ESP-Service shall be made by submitting a request to support@esp-service.com and is effective only upon receipt confirmation by ESP-Service of any such notice.

10. SURVIVAL

Sections 1, 3 through 6, 8, 9, 10, 12, 13, and 15 through 18, inclusive, of this agreement shall survive the termination of this agreement and shall remain in full force and effect after any such termination.

11. WARRANTEES AND LIMITATIONS

11.1 ESP-Service makes every reasonable effort to maintain operation of the ESP-Service service; however, because many events and circumstances are beyond the control of ESP-Service, ESP-Service does not in any way warrant or otherwise guarantee the availability of the ESP-Service system or servers and is not responsible for any delay or loss of data, lack of connection, slow connection, or any other such issues whether due to the active or passive negligence of ESP-Service.
11.2 THE ESP-SERVICE SERVICE IS PROVIDED TO YOU ON AN "AS IS" BASIS, AND WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
11.3 In general, ESP-Service has no control over information contained on the Internet. Information obtained by you from the Internet may be inaccurate, offensive or in some cases even illegal. ESP-Service accepts no responsibility for any information which you receive from the Internet. You accept full responsibility to verify the truth and accuracy, legality and ownership of the information that you obtain from the Internet as well as the reputation of the individuals with whom you may deal. ESP-Service provides no warranty for any goods or services which you obtain over the Internet nor the compatibility of any such services with the ESP-Service system.
11.4 You specifically hereby waive any claim for damages of any kind whether direct, indirect, special, exemplary, punitive, incidental or consequential, loss of profits or loss of business as the result of any action taken in response to any claim of copyright infringement without regard to whether or not the material claimed to have been infringing is later found to be infringing.
11.5 THE TOTAL SOLE AND EXCLUSIVE REMEDY AVAILABLE TO YOU AS THE RESULT OF ANY BREACH OF THIS AGREEMENT, NEGLIGENCE, OR ANY ACTION OR FAILURE TO ACT WHETHER INTENTIONAL OR OTHERWISE SHALL BE THE TOTAL AMOUNT OF SERVICE FEES PAID BY YOU TO ESP-SERVICE IN THE THREE MONTHS IMMEDIATELY PROCEEDING ANY ALLEGATION OF ENTITLEMENT TO SUCH REMEDY. IN NO EVENT SHALL ESP-SERVICE BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS OR LOSS OF BUSINESS AS THE RESULT OF ANY SUCH ACTION OR INACTION WITHOUT REGARD TO THE LIKELIHOOD OF ANY SUCH DAMAGES.

12. INDEMNITY

12.1 You agree to fully defend and indemnify and hold harmless ESP-Service of and from any and all third party claims, causes of action, demands, costs, damages including both direct and consequential damages, specifically including attorneys fees and costs, expert fees and costs and mediation and arbitration fees and costs incurred (whether paid or not) as the result of any breach or claim of breach of this agreement or your negligence whether active or passive or any negligence of ESP-Service in any way related to your use of the ESP-Service service or any portion thereof.
12.2 You agree to fully defend and indemnify and hold harmless ESP-Service of and from any and all third party claims, causes of action, demands, costs, damages including both direct and consequential damages, specifically including attorneys fees and costs, expert fees and costs and mediation and arbitration fees and costs incurred (whether paid or not) as the result of any violation or claimed violation of any copyright or other intellectual property right of any third party which is in any way related to your use of the ESP-Service service or any portion thereof. Choice of counsel remains exclusively that of ESP-Service.
12.3 You agree that upon the assignment of your user ID and password that you will maintain the confidentiality of your account information and assume all responsibility of and from any loss, theft or other destruction of any data as the result of any access to your account via the use of your user ID. You further agree to defend and indemnify and hold harmless ESP-Service of and from any and all third party claims, causes of action, demands, costs, damages including both direct and consequential damages, specifically including attorneys fees and costs, expert fees and costs and mediation and arbitration fees and costs incurred (whether paid or not) as the result of any claim for damages in any way related to the disclosure of your confidential User ID and Password information. Choice of counsel remains exclusively that of ESP-Service.

13. FORCE MAJEURE

Either party to this agreement shall be excused from any delay or failure in performance hereunder caused by reason of any occurrence or contingency beyond its reasonable control, including but not limited to, acts of God, earthquake, labor disputes and strikes, riots, war, and governmental requirements. The obligations and rights of the party so excused shall be extended on a day-to-day basis for the period of time equal to that of the underlying cause of the delay.

14. ASSIGNMENT

Your rights under this agreement may be assigned only upon prior notice and express approval by ESP-Service. ESP-Service may assign its rights hereunder to any person or entity who shall become a principal owner, or shareholder of ESP-Service. Any other attempted transfer or assignment of rights hereunder shall be null and void ab initio.

15. SEVERABILITY

If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.

16. CHOICE OF LAW

This Agreement shall be interpreted under the laws of the Netherlands without regard to any conflict of laws or provisions. Any action between the parties to this agreement for the breach of this agreement or any action or claim in any way relating thereto shall be enforced in Court of Amsterdam, The Netherlands. The parties to this agreement hereby consent to jurisdiction in that court and agree to accept service by mail and hereby waive any defense of any kind related to jurisdiction or venue.

17. NO AGENCY

Notwithstanding any other provision of this agreement, ESP-Service is not your agent, partner or joint venturer in any respect.

18. AMENDMENT

ESP-Service may without advance notice amend this Agreement from time to time, and will do so by posting the new Agreement on the ESP-Service web site in place of the old. Each and every such amendment shall be become effective immediately for all pre-existing and future accounts.