Terms of Service - Outfunnel - Sales & Marketing Workflow Platform

Outfunnel (“Outfunnel,” or “we”) shall supply services to you in accordance with the following terms and conditions (“Terms”):

Definitions
1. “Terms” refers to all terms and conditions regulating the provision of Service (as defined below) stipulated in this document or incorporated by reference to this document.
2. The “Service” refers to all Outfunnel’s services available via the Outfunnel.com website and API-accessible databases.
3. “Client”, “you” and “your” refer to the individual person, company or organisation that is using the Service.
4. “Outfunnel”, “we” and “us” refer to Outfunnel OÜ, a private limited company established under Estonian law, Estonian commercial register code 14469427, location Valgevase 13, Tallinn, 10414, Estonia, as well as our affiliates, directors, subsidiaries, contractors, licensors, officers, agents and employees acting on behalf of Outfunnel OÜ.
5. “Client Data” refers to the emails and other content uploaded by you through the Service or whilst using the Service. Client Data may also include Personal Data (as defined below).
6. “Personal Data” refers to any information relating to an identified or identifiable natural person.
7. “GDPR” refers to regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data.
8. “Account” is user account that is required for access, authentication and authorization to online Outfunnel services.
9. “Anonymized Data” means Client Data from which all personally identifiable information has been removed by Outfunnel.
Account
1. Access to the Service is permitted only to those that fully agree with the Terms.
2. The Terms shall come into effect between the Client and Outfunnel as of the moment the Client creates an Account and agrees with these Terms.
3. Subject to these Terms, you retain ultimate administrative control over your Account.
4. You must provide your legal full name, company name and a valid work email address and any other information requested by us in order to complete the signup process and use the Service.
5. You understand that we provide a single-user service and that the same Account can be used by multiple people in your organization should you choose to grant access to multiple people. You are responsible for keeping your Account secure while you use our Service. You are responsible for all Client Data uploaded and activity that occurs under your Account. You are responsible for maintaining the security of your Account and password. We cannot and will not be liable for any loss or damage from your failure to comply with this obligation. You will promptly notify us if you become aware of any unauthorized use of, or access to, our Service through your Account, including any unauthorized use of your password or Account.
6. Changes to your Account may be requested only by using the e-mail address you provided while signing up for the use of Service or by the person whose name is listed in the invoicing details.
Conditions of use
1. Subject to all limitations and restrictions contained herein, Outfunnel grants you a non-exclusive and non-transferable subscription right to access and use the Service as hosted by Outfunnel in accordance with the terms and conditions set forth in this Agreement.
2. You understand and agree that we use third party vendors and hosting partners to provide the necessary hardware, software, networking, storage and related technology required to run the Service.
3. You understand and agree that in case your ability to use the Service is dependent on your ability to use the marketing automation platforms and sales software (such as Mailchimp and Pipedrive), you may not able to use the Service if the marketing automation platform or sales software provider suspends or terminates your use of their services. Such inability to use the Service does not suspend the access to the Service nor your payment obligation, however it may cause the Service to not function properly.
4. You hereby represent and warrant that all the Client Data (incl Personal Data) has been obtained lawfully, is compliant with data protection, electronic communications and other applicable laws and processing of Personal Data by you when using the Services is based on appropriate legal basis (e.g. data subject´s consent).
5. You may not create, transmit, display or make otherwise available any content that is unlawful, harmful (including viruses, worms and any other destructive codes), threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene or invasive of another’s privacy or hateful. You may also not send emails in unprofessional or unreasonable manner, e.g. in unreasonably large quantities to poorly segmented addressee list. More detailed rules regarding acceptable use of the Services are provided in our Acceptable use policy aka anti-spam policy, incorporated to these Terms by reference.
6. You may not sell, modify, re-use, re-sell, distribute, reproduce or make any other use of the Service.
7. You may not reverse engineer, decompile or disassemble the Service or modify another website so as to falsely imply that it is associated with the Service.
8. No ownership or exclusive copyrights to the Service are granted to you through your use of the Service.
9. You have to follow data protection laws, advertising laws and other applicable laws in your jurisdiction.
10. You understand that we reserve the right to monitor your use of the Service by using our or third party provided tools.
11. We have the right (but not the obligation) in our sole discretion to restrict your Account functionality, close your Account and/or terminate the Service if the Client Data uploaded by you is unlawful or processed unlawfully, including being inconsistent or processed inconsistently with these Terms.
12. Your use of the Service is entirely at your own risk, for which we shall not be liable. You are responsible for ensuring that any products, services or information available through the Service meets your specific requirements.
13. You own all right, title and interest in and to Client Data, subject to Outfunnel’s rights as set forth below. We will use reasonable efforts to safeguard the security, confidentiality and integrity of Client Data. You grant Outfunnel the right to use, reproduce, modify and distribute Client Data as necessary or appropriate to transmit, store, encrypt, calculate, and analyze the Client Data, create and distribute reports, and to provide, modify and improve the Service. Outfunnel has the right to collect, aggregate and remove all personally identifiable information from Client Data and to retain, use and disclose the Anonymized data for any purpose permitted by law, including without limitation benchmarking, product and service development, development of best practices, making it available to third parties and research and statistical purposes without reimbursement or notification to, or consent or authorization from you. Outfunnel shall own all Anonymized data, including any calculations, functions, features, or other modifications of the Client Data, excluding the Client Data in its raw form.
14. The terms and conditions on use of Personal Data are provided in more detail in the Data Protection Agreement.
15. You understand that Outfunnel reserves the right to suspend or close your Account or your use of the Service, if you violate these Terms of Service.
Processing of Personal Data, Data Processing Agreement
1. Outfunnel acts as the data controller when collecting and processing Personal Data of its own clients, incl you, (e.g. the name and e-mail of the client or its representative if the client is a legal entity). When Outfunnel is the data controller it follows the terms and conditions provided in its Privacy Policy. Please read the Privacy Policy as it describes how we collect, use, disclose and retain the Personal Data of our clients.
2. When the Client uses the Service via the features available at our website to collect, store, organize and/or otherwise process the Personal Data of the data subjects determined by the Client, the Client is the data controller and Outfunnel is the data processor of such Personal Data.
3. Processing of Personal Data by Outfunnel as the data processor in the course of provision of the Service to the Client is regulated in the Data Processing Agreement, incorporated to these Terms by reference and constituting the data processing contract between the Client as the data controller and Outfunnel as the data processor for the purposes of GDPR Article 28.
Intellectual Property rights
1. Outfunnel and our licensors, vendors, and/or agents retain ownership of all intellectual property rights of any kind related to the Service. We reserve all rights that are not expressly granted to you under these Terms or by law.
Payment
1. We offer a 14-day free trial for all Services.
2. Our pricing and payment terms are available here. A valid credit card payment or bank pre-payment is required for paid accounts. If you agree to a subscription price then that will remain your price for the duration of the payment term; however, prices are subject to change at the end of a payment term.
3. We will immediately invoice you after you subscribe to the Service.
4. For monthly subscriptions, you are invoiced in advance on a monthly basis respectively and the payment is non-refundable. There will be no refunds or credits for partial months or refunds for months unused with an open Account; however, you will be able to use the Service for the length of the paid billing period.
5. If you upgrade or downgrade your Service level, such changes will take effect and we will invoice you accordingly at the next billing date. You understand that downgrading your Service level may cause loss of features or capacity of your Account and we do not accept any liability for such loss.
6. By agreeing to these Terms, you are giving us permission to charge your on-file credit card, PayPal account or other approved methods of payment for fees that you authorize for Outfunnel.
7. You are responsible for providing us with a valid means of payment. You are responsible for all fees, including taxes, associated with your use of the Service. By using the Service, you agree to pay Outfunnel any charge incurred in connection with your use of the Service.
Termination

You may cancel your Account at any time by clicking on the cancellation link.
All of your Client Data may be immediately deleted from the Service upon cancellation. This information cannot be recovered once your Account is cancelled.
If you cancel the Account before the end of your current invoicing period, your cancellation will take effect immediately and you will not be charged again.
Outfunnel has the right to suspend or terminate your Account and refuse any and all current or future use of the Service for any reason at any time. Outfunnel also reserves the right to suspend or terminate Account if the Client Data is obtained unlawfully. Such termination of the Service will result in the deactivation or deletion of your Account or your access to your Account and the forfeiture and relinquishment of your Account. Outfunnel reserves the right to refuse Service to anyone for any reason at any time.

Survival
1. All provisions of these Terms which by their nature should survive termination will survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
Notices
1. We communicate with you in an electronic form via the email address you have submitted or through the Service. You agree that all Terms, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that those communications would satisfy if they were on paper.
2. Outfunnel only offers support via email and instant messaging. Only support requests which have been sent from the email address used to sign up for the Account will be processed by us. If you wish us to process support requests from other email addresses, you must notify us by using the email you signed up with for the Account.
Disclaimer of Warranties
1. We provide the Service on an “as is” and “as available” basis, without warranty of any kind. Without limiting this, we expressly disclaim all warranties, whether express, implied or statutory, regarding the Service, including without limitation any warranty of merchantability, fitness for a particular purpose, title, security, accuracy and non-infringement.
2. We do not warrant that the Service will meet your requirements; that the Service will be uninterrupted, timely, secure, or error-free; that the information provided or obtained through the use of Service is accurate, reliable or correct; that any defects or errors will be corrected; that the Service will be available at any particular time or location; or that the Service is free of viruses or other harmful components. You assume full responsibility and risk of loss resulting from your use of the Service.
Limitation of Liability
1. You understand and agree that we will not be liable to you or any third party for any loss of profits, use, goodwill, or data, or for any incidental, indirect, special, consequential or exemplary damages, however arising, that result from
  1. your use or inability to use the Service;
  2. any modification, price change, suspension or discontinuance of the Service;
  3. the Service generally or the software or systems that make the Service available;
  4. unauthorized access to or alterations of your transmissions or data;
  5. statements or conduct of any third party on the Service;
  6. any other user interactions that you input or receive through your use of the Service; or
  7. any other matter relating to the Service.
2. Our liability is limited whether or not we have been informed of the possibility of such damages and even if a remedy set forth in these Terms is found to have failed its essential purpose. We will have no liability for any failure or delay due to matters beyond our reasonable control. However, the maximum liability of Outfunnel is limited to the amount that is equal to the annual subscription fee you paid to Outfunnel.
Release and Indemnification
1. You indemnify us, defend us, and hold us harmless from and against any and all claims, liabilities, and expenses, including attorneys’ fees, arising out of your use of the Service, including but not limited to your violation of these Terms, provided that Outfunnel (1) promptly gives you written notice of the claim, demand, suit or proceeding; (2) gives you sole control of the defence and settlement of the claim, demand, suit or proceeding (provided that you may not settle any claim, demand, suit or proceeding unless the settlement unconditionally releases Outfunnel of all liability); and (3) provides to you all reasonable assistance, at your expense.
Changes to These Terms
1. We reserve the right, at our sole discretion, to amend these Terms at any time and will update these Terms in the event of any such amendments. We will notify you of material changes to these Terms, such as price changes, at least 30 days prior to the change taking effect by posting a notice on our website or Service. For non-material modifications, your continued use of the Service constitutes agreement to our revisions of these Terms.
2. We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part of it) with or without notice.
Miscellaneous
1. Except to the extent applicable law provides otherwise, these Terms between you and Outfunnel and any access to or use of the Service, is governed by the laws of Estonia. All disputes arising from these Terms or the use of Service shall be settled via negotiations. If an amicable settlement cannot be reached, the dispute shall be finally settled in accordance with the laws of Estonia and held in the Harju County Court in Tallinn.
2. Outfunnel may assign or delegate these Terms in whole or in part to any person or entity at any time with or without your consent. You may not assign or delegate any rights or obligations under the Terms or Privacy Notice without our prior written consent and any unauthorized assignment and delegation by you is void.
3. If any part of these Terms is held invalid or unenforceable, the remaining portions will remain in full force and effect. Any failure on the part of Outfunnel to enforce any provision of these Terms will not be considered a waiver of our right to enforce such provision.
4. In case these Terms have been translated into some other language than English and there are contradictions between the English version and the translation, then the English version shall prevail over the translation.
5. The Terms may be modified at any time by Outfunnel and the revised version will be posted to the website or the Service. Any new features that augment or enhance the current Service, including the release of new features, functionality, tools and resources, shall be subject to the Terms of Service. The Terms, together with the Data Processing Agreement, represent the complete and exclusive statement of the agreement between you and us. These Terms supersede any proposal or prior agreement, oral or written, and any other communications between you and Outfunnel relating to the subject matter of these terms.
6. In case of questions about the Terms, contact us at info@outfunnel.com.

Effective date: October 21st, 2020