Terms and AUP
This SERVICES AGREEMENT outlines the terms of service and subsequent obligations between Cypra Media Inc. and its clients. Those engaging in a business relationship with Cypra Media, hereafter referred to as "Client", are obligated to review and adhere to the general terms below. It is therefore required that all Cypra Media's clients agree to the terms outlined prior to engaging in business with Cypra Media. Those wishing to do business with Cypra Media can confirm agreement and acceptance of these terms by clicking on the button marked "I AGREE" on the registration/enrolment form.
CYPRA MEDIA INC.
Cypra Media, located at 1400 rue Antonio-Barbeau, Suite 202, Montreal, QC, H4N 1H5, provides permission-based email delivery services to a wide spectrum of private and public corporations, service agencies, not-for-profit organizations and other content publishers. A description of the specific services and various products that Cypra Media provides can be found on www.cypra.com.
While Cypra Media is dedicated to providing the utmost in email services, it also rigorously enforce its policies to ensure that the use of its services do not violate any law, are in line with industry best practices and adhere to the policies of any Internet Service Providers involved with delivery of Cypra Media email.
Any email lists or databases which are used in Cypra Media's delivery service are owned by its Clients and each Client's data is maintained separately from other information and websites. Cypra Media does not purchase, rent, or sell any email addresses or other personal information to anyone.
In order to help you better understand this agreement, Cypra Media suggests that you review the glossary of terms below which outline the language used in this document
|Term||What this means...?|
|Recipient||A customer, consumer, member, donor or prospect that has legitimately signed up to your email list|
|Content||An e-mail's actual message and wording|
|Service Provider||Cypra Media|
|Client||Cypra Media's business partner|
GENERAL CLIENT OBLIGATIONS
Under the terms of this agreement, clients must;
- Ensure that all of Cypra Media's services are only used for legal purposes, will comply with all applicable laws, including but not limited to the United States CAN-SPAM Act (CAN-SPAM) and the Canadian Personal Information Protection and Electronic Documents Act (PIPEDA), and will not send unsolicited emails. The Client further acknowledges and agrees that Cypra Media, at our sole discretion, reserves the right to discontinue providing services to the Client for any reason, and particularly if Client emails are sent to a spam trap, result in an abuse complaint or generate excessive spam complaints or hard bounces.
- Shall pay Cypra Media the fees according to the fee structure of the chosen product or service, and shall assume responsibility for any additional fees incurred by failure to comply with this obligation, including but not limited to, bounced check and collection fees.
- Be solely responsible for the security, updates and backup copies of their data unless otherwise specified;
- Indemnify Cypra Media from any liabilities associated with price or services changes that may be made in accordance with Cypra Media's obligations, or from any liabilities incurred as a result of its own independent actions.
- Only copy or reproduce Cypra Media services, trademarks, or software with the express written permission of Cypra Media and will disclaim any interest in ownership rights of any component of Cypra Media services, trademarks, or software no matter where such services, marks or software are used.
- Refrain from soliciting Cypra Media's employees or from competing directly with Cypra Media during the term of this agreement and for a period of one year after the termination of this agreement.
- Comply with ALL obligations under this agreement.
Ask Yourself: Has my customer agreed to receiving messages from me?
A Cypra Media Client may only use Cypra Media services to send messages to a recipient who has provided affirmative consent to receive email from the Client.
Affirmative consent means that the recipient expressly consented to receive the message, either in response to a clear and conspicuous request or at the recipient's own initiative.
Clients may obtain affirmative consent by the following methods:
- Provided Confirmed (closed loop) "double opt-in". This means, preferably, that following an opt-in request, a confirmation email is subsequently sent to the recipient informing them that a specific action is necessary before their email address will be added to the list. The recipient must confirm in the specified manner.
- Or, upon collecting the recipient's email address, an email is sent (notified "single opt-in" with welcome message) to the recipient notifying them that their email address has been added to an email list. In this case, the recipient is not required to take further action.
- Or, at the time of collecting the email address, the person has clearly requested to be included on the email list (simple "single opt-in").
- Or, has an existing business relationship with the Client and the email sent in this context to the recipient's address facilitates an agreed-upon transaction or updates the recipient on the existing business relationship.
- AND, where a record of consent, which includes the registration info, business card, record of purchase or - in the case of addresses collected via the web - date, time, originating IP address, and the website address of the email recipient can be produced by the Client upon request
Please note that Cypra Media also accepts email information which falls into the category of implied consent. Implied consent is email information that is provided by Clients who have an existing business relationship with their customer
Ask Yourself: Has my email list been acquired legally?
Cypra Media services may not be utilized for any of the following:
- Email Prospecting Such as any form of email campaign where there is no consent or existing business relationship between the Client and the recipient.
- Illegally acquired lists - involving any form of email addresses collected through illegal methods - stolen lists, "scraped" lists, dictionary list compilations or other harvesting methods.
- Purchased or rented lists
- Violation of any applicable laws.
- Violation of internet service provider terms and conditions
Ask Yourself: Is my message vulgar, harmful, obscene or offensive?
All Client messages shall comply with the following:
- Message headers, subject lines and content shall not be misleading, false, deceptive, or misrepresented in any way.
- Message "From" Line shall not be materially false or materially misleading.
- Messages shall not contain viruses or other "malware" which may destroy, limit or modify the functionality of a recipient's computer.
- Messages shall not contain any content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libellous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
- Messages shall not contain any content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
- Messages shall not contain any content that infringes any patent, trademark, trade secret, copyright or other proprietary rights ("Rights") of any party;
- Messages shall not violate any regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;
- Messages shall not violate any regulations or guidelines promulgated by the Federal Trade Commission (FTC), Federal Communications Commission (FCC), Federal Drug Administration (FDA), Canadian Competition Bureau, and any other regulatory body having the force of law;
- Provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act;
- Messages shall contain each sender or sender's valid postal address or properly registered P.O. Box. (the term "sender" as defined by the CAN-SPAM ACT is a person whose product, service, or website is promoted by the message).
- Messages shall not contain pornographic or sexually explicit content
- Messages shall state clearly and conspicuously the reason the recipient is receiving the message
COMPLAINTS AND CONTACT INFORMATION4h>
Ask Yourself: Am I updating my email list properly?
Cypra Media interprets a complaint from a recipient as a request to unsubscribe and expects Clients to unsubscribe a complaining recipient.
WHOIS REGISTRANT INFORMATION
Ask Yourself: Is it quick and easy for people to find me?
The Client must maintain accurate and public contact information for all domains in the WHOIS registrant database.
Ask Yourself: Have I built a way for people to communicate with me?
The client must create and maintain "abuse" and "postmaster" mailboxes for all domains that send email in order to facilitate the receipt and handling of complaints and other issues.
GENERAL CYPRA MEDIA OBLIGATIONS
Under the terms of this agreement, Cypra Media must;
- Provide the data hosting, managed hosting, data base, email delivery services, or other services outlined in the product or service that the client has enrolled into
- Indemnify Client from any liabilities incurred as a result of its independent actions
- Set-Up and Unsubscribe mechanism per the underlying guidelines
Cypra Media ensures that an unsubscribe function is included in each message and for each sender of the message (the term "sender" as defined by the CAN-SPAM ACT as the person whose product, service, or website is promoted by the message). Either a functioning return ("reply") email message or functioning web-based unsubscribe link may be used.
The unsubscribe function must comply with the following;
- The unsubscribe function must be easy to use and be clearly and conspicuously located in the email visually close to where a reasonable person would expect to be able to unsubscribe
- The unsubscribe function must remain active and functional for at least 60 calendar days after the message is sent,
- An unsubscribe request must be processed within 10 calendar days of receipt (or such shorter period of time if required by applicable law), and
- The unsubscribe request must not require the recipient to provide any information other than the recipient's email address and its opt-out preference
- The unsubscribe request must be accomplished by a single return "reply" email, or via a single internet web page.
DURATION OF UNSUBSCRIBE MECHANISM
Once an unsubscribe request is received, it shall be considered permanent and the Client may not send a message to that recipient from any of the Client's accounts, or from any other of the Client's other external mailing systems*, unless subsequent affirmative consent (as defined above) is obtained again. Renewal of a business relationship is not sufficient to override a prior unsubscribe request.
*The client has the responsibility to ensure that unsubscribe requests are synchronized across all mailing systems.
- The parties acknowledge that the Confidential Information constitutes valuable property - including but not limited to customer lists, customer's personal information and the like - and trade secrets of Cypra Media and Client, embodying substantial creative efforts and confidential ideas and expressions.
- The parties agrees to protect the privacy of the Confidential Information and not to disclose it in any form (except as permitted in this paragraph), to anyone other than its employees and consultants to whom such disclosure is reasonably required without the prior written consent of the parties.
- The parties agree not to use the Confidential Information other than for their mutual benefit or as otherwise contemplated by this SERVICE AGREEMENT. Except as otherwise permitted under this Agreement, in no event shall the parties make or permit to be made any copies of Confidential Information.
- Upon termination or expiration of this SERVICE AGREEMENT, Client shall return to Service Provider or destroy at its own cost all written or descriptive matter including drawings, description or other papers, documents, tapes or other media which may contain any such Confidential Information and certify to Service Provider, by a duly authorized officer of Client, that such items have been destroyed or returned to Service Provider.
- Service Provider may delete any of your archived data, reports and/or creatives within 30 days after the date of termination
- In the event of a loss of any item contained in such Confidential Information, the party suffering the loss shall promptly notify the other party in writing. All Confidential Information shall remain the sole property of Service Provider or Client, and neither Party shall have interest in or rights with respect to the Confidential Information of the other Party.
- The obligations of this paragraph shall survive termination.
- Upon the occurrence of any breach of this paragraph, the Parties shall have the right and option to terminate this SERVICE AGREEMENT without intending to waive, remove, limit or in any way restrict any legal or equitable remedy otherwise available to them and attendant to such breach.
Under the terms of its SERVICE AGREEMENT, every Cypra Media Client must abide by the obligations outlined in the points contained in this section. Cypra Media may terminate or suspend this Agreement or the services therewith at any time with or without cause, and with or without notice. Cypra Media shall have no liability to you or any third party because of such termination
LIMITATIONS OF LIABILITY
IN NO EVENT WILL THE SERVICE PROVIDER BE LIABLE FOR ANY DAMAGES GREATER THAN THE ACTUAL FEES PAID FOR ITS SERVICES.THE SERVICE PROVIDER SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED.
Notwithstanding anything in this Agreement or otherwise to the contrary any and all disputes related to or arising from this Agreement shall be determined by non-binding arbitration by one (1) mutually identified arbitrator. Said arbitrator will be selected and agreed to by both parties at such time that a dispute arises. All parties agree to be bound and arbitrate their dispute according to the rules and procedures of the Arbitration authority retained.