Terms of Service

Welcome to Mailsight and our website at www.mailsight.io. These Terms of Use (the “Terms”) constitute a legal agreement between you and Mailsight governing the use of our Service.

ABOUT US

1. We are Mailsight of St. Gallen, Switzerland (“Mailsight“, “we”, “us”, or “our”).
2. To contact us, please email email [email protected], use our Contact Form, or write to us at the above address.

SERVICES

1. The “Services” consist of your access to Mailsight, our prospecting tool, located at https://mailsight.io/app or another URL we designate (the “Website“). Among other things, the Services enable Users to validate emails for prospects without regional limitations.
2. Additional Services. The Services include all updates, modifications and enhancements thereto that Mailsight elects to make generally available to its users of the Services at no additional charge (“Updates”). All Updates shall be subject to the terms of this Agreement. You may subscribe to additional products and services from Mailsight, which shall be subject to the terms of this Agreement, including any supplementary terms made applicable to such additional products and services, or to separate terms and conditions to be accepted by you prior to subscribing to such additional products and services.
3. The following additional terms also apply and form part of these Terms:
  1. 2.3.1.Our Privacy Policy
  2. 2.3.2.Our Cookie Policy
  3. 2.3.3.Our Data Processing Addendum
  4. 2.3.4.Our Terms and Conditions

TRIAL, EVALUATION, AND BETA

1. If this Agreement is for a trial, evaluation, or beta license,the licenses granted will terminate upon the expiration or cancellation of the trial, beta, or evaluation period or when the Services are no longer available.
2. You may use the Services only for the duration of the trial or evaluation period.
3. All such licenses are limited to one per Customer per promotion or beta test.

SUBMISSIONS

By directly sending us any question, comment, suggestion, idea, feedback, or other information about the Services (“Submissions”), you agree to assign to us all intellectual property rights in such Submission. You agree that we shall own this Submission and be entitled to its unrestricted use and dissemination for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you.

LICENSE

1. Subject to you purchasing a User Subscription or any available Trial Period, the restrictions set out in this Clause 5 and the other terms and conditions of this agreement, Mailsight hereby grants to you a nonexclusive, non-transferable right to use the Services during the Subscription Term solely for your internal business operations.
2. You agree not to access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
  1. 5.2.1.are unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
  2. 5.2.2.facilitate illegal activity;
  3. 5.2.3.depict sexually explicit images;
  4. 5.2.4.promote unlawful violence;
  5. 5.2.5.are discriminatory based on race, gender, color, religious belief, sexual orientation, disability, or any other illegal activity; or
  6. 5.2.6.cause damage or injury to any person or property; and Mailsight reserves the right, without liability to you, to disable your access to any material that breaches the provisions of this Clause 5.
3. You further agree not to:
  1. 5.3.1.except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
  2. 5.3.2.and except to the extent expressly permitted under this agreement,
  3. 5.3.3.attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of Mailsight in any form or media or by any means; or
  4. 5.3.4.attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of Mailsight; or
  5. 5.3.5.access all or any part of the Services in order to build a product or service which competes with the Services; or
  6. 5.3.6.use the Services to provide services to third parties; or
  7. 5.3.7.license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party, or
  8. 5.3.8.attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this Clause 5;
4. You agree to use all reasonable endeavors to prevent any unauthorized access to, or use of, the Services and, in the event of any such unauthorized access or use, promptly notify Mailsight.
5. If you are entering into these Terms on behalf of a Company, the rights provided under this Clause 5 are granted to that Company only and shall not be considered granted to any subsidiary or holding company.

SERVICES

1. Mailsight shall, during the Subscription Term, provide the Services to you on and subject to the terms of this agreement.
2. Mailsight shall use commercially reasonable endeavors to make the Services available 24 hours a day, seven days a week, except for:
  1. 6.2.1.planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am;
  2. 6.2.2.and unscheduled maintenance performed outside Normal Business Hours, provided that Mailsight has used reasonable endeavors to give you at least 6 Normal Business Hours’ notice in advance.
3. Mailsight will, as part of the Services and at no additional cost to you, provide you with Mailsight’s standard customer support services during Normal Business Hours in accordance with Mailsight’s Support Services Policy in effect at the time that the Services are provided. Mailsight may amend the Support Services Policy in its sole and absolute discretion from time to time. you may purchase enhanced support services separately at Mailsight’s then current rates.

DATA SUBMITTED TO US

1. You shall own all rights, title and interest in and to all of your data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of your data.
2. If Mailsight processes any personal data on your behalf when performing its obligations under this agreement, the parties record their intention that you shall be the data controller and Mailsight shall be a data processor and in any such case:
3. You acknowledge and agree that the personal data may be transferred or stored outside Switzerland and the EEA or the country where you are located in order to carry out the Services and Mailsight’s other obligations under this agreement.
4. You agree to ensure that you are entitled to transfer the relevant personal data to Mailsight so that Mailsight may lawfully use, process and transfer the personal data in accordance with this agreement on your behalf;
5. You also agree to ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation; Mailsight shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by you from time to time; and
6. each party shall take appropriate technical and organizational measures against unauthorized or unlawful processing of the personal data or its accidental loss, destruction or damage.

THIRD PARTY PROVIDERS

1. You acknowledge that the Services may enable or assist you to access the content of, correspond with, and use products and services from third parties and that you do so solely at its own risk. Mailsight makes no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party or any transactions completed, and any contract entered into by you, with any such third party.
2. Any contract entered into, and any transaction completed via any third-party is between you and the relevant third party, and not Mailsight. Mailsight recommends that you refer to the third party’s terms and conditions and privacy policy prior to using the relevant third-party service and content. Mailsight does not endorse or approve any third-party nor the content of any of the third-party websites made available via the Services.

OUR OBLIGATIONS

1. Mailsight undertakes that the Services will be performed substantially in accordance with the description of the Services on the Mailsight website and with reasonable skill and care.
2. The undertaking at Clause 9.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Mailsight’s instructions, or modification or alteration of the Services by any party other than Mailsight or Mailsight’s duly authorized contractors or agents. If the Services do not conform with the foregoing undertaking, Mailsight will, at its expense, use all reasonable commercial endeavors to correct any such non-conformance promptly, or provide you with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes your sole and exclusive remedy for any breach of the undertaking set out in Clause 9.1.
3. Notwithstanding the foregoing, Mailsight:
4. does not warrant that your use of the Services will be uninterrupted or error-free; nor that the Services and/or the information obtained by you through our website will meet your requirements; and
5. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and You acknowledge that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
6. This agreement shall not prevent Mailsight from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.
7. Mailsight warrants that it has and will maintain all necessary licenses, consents, and permissions necessary for the performance of its obligations under this agreement.

YOUR OBLIGATIONS

You agree to provide Mailsight with:

1. all necessary cooperation in relation to this agreement; and
2. all necessary access to such information as may be required by Mailsight; in order to render the Services, including but not limited to your data, security access information and configuration services;
3. comply with all applicable laws and regulations with respect to its activities under this agreement;
4. carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in your provision of such assistance as agreed by the parties, Mailsight may adjust any agreed timetable or delivery schedule as reasonably necessary;
5. obtain and shall maintain all necessary licenses, consents, and permissions necessary for Mailsight, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;
6. ensure that its network and systems comply with the relevant specifications provided by Mailsight from time to time; and
7. be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Mailsight’s data centers, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet.

CHARGES AND PAYMENT

1. You agree to pay the Subscription Fees to Mailsight for the User Subscriptions in accordance with this Clause 11 and as set out on our website https://www.Mailsight.co/#pricing.
2. If you purchase a recurring subscription from us, the subscription period for your Account shall be renewed automatically at the expiry of each subscription period, until terminated successfully through our Services. By purchasing the recurring subscription, you authorize us or our related corporations to automatically charge the Fees:
  1. 11.2.1.upon the commencement of your first subscription period, upon expiration of any applicable trial period or at a date otherwise indicated by us; and
  2. 11.2.2.on the renewal date of the subscription period thereafter, without any further action by you.
3. Any Fees due in relation to your Account must be paid by their due date for payment, as notified to you through our Services or otherwise. Failure to make timely payment of the Fees may result in the suspension or termination of your access to your Account and/or our Services.
4. Our Fees may be amended from time to time at our discretion. We will provide you reasonably advance written notice of any amendment of recurring Fees. Your continued use of a recurring subscription will constitute acceptance of the amended Fees.
5. You shall be responsible for any applicable taxes (including any goods and services tax) under these Terms.
6. All payments shall be made by using the payment methods specified by us from time to time. You acknowledge and agree that you are subject to the applicable user agreement of any third-party payment methods. We shall not be liable for any failure, disruption, or error in connection with your chosen payment method. We reserve the right at any time to modify or discontinue, temporarily or permanently, any payment method without notice to you or giving any reason.
7. We must receive payment in full no later than the day on which such payment is required to be paid in immediately available and freely transferable funds, without any restriction, condition, withholding, deduction, set-off or counterclaim whatsoever.
8. Unless otherwise notified in writing by us, termination of your Account for any reason whatsoever shall not entitle you to any refund of the Fees. If you cancel your subscription to our Services, you may continue to access your Account until the expiry of the subscription period in which the cancellation occurred.
9. To the extent permitted by applicable law, payments are non-refundable.

PROPRIETARY RIGHTS

1. You acknowledge and agree that Mailsight and/or our licensors own all intellectual property rights in the Services. Except as expressly stated herein, this agreement does not grant you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses in respect of the Services or on our website.
2. Mailsight confirms that it has all the rights in relation to the Services that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.

CONFIDENTIALITY

1. Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party’s Confidential Information shall not be deemed to include information that:
  1. 13.1.1.is or becomes publicly known other than through any act or omission of the receiving party;
  2. 13.1.2.was in the other party’s lawful possession before the disclosure;
  3. 13.1.3.is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
  4. 13.1.4.is independently developed by the receiving party, which independent development can be shown by written evidence; or
  5. 13.1.5.is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
2. Each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party or use the other’s Confidential Information for any purpose other than the implementation of this agreement.
3. Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement.
4. Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
5. You acknowledge that details of the Services, and the results of any performance tests of the Services, constitute Mailsight’s Confidential Information.
6. Mailsight acknowledges that your data is the Confidential Information of you.
7. This Clause 13 shall survive termination of this agreement, however arising.

INDEMNITY

1. You agree to defend, indemnify and hold harmless Mailsight against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with your use of the Services, provided that:
  1. 14.1.1.you are given prompt notice of any such claim;
  2. 14.1.2.Mailsight provides reasonable cooperation to you in the defense and settlement of such claim, at your expense; and
  3. 14.1.3.you are given sole authority to defend or settle the claim.
  4. 14.1.4.Mailsight shall, defend you, its officers, directors and employees against any claim that the Services infringes any United States patent effective as of the Effective Date, copyright, trademark, database right or right of confidentiality, and shall indemnify you for any amounts awarded against you in judgment or settlement of such claims, provided that:
  5. 14.1.5.Mailsight is given prompt notice of any such claim;
  6. 14.1.6.you provides reasonable cooperation to Mailsight in the defense and settlement of such claim, at Mailsight’s expense; and
  7. 14.1.7.Mailsight is given sole authority to defend or settle the claim.
2. In the defense or settlement of any claim, Mailsight may procure the right for you to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement on 2 Business Days’ notice to you without any additional liability or obligation to pay liquidated damages or other additional costs to you.
3. In no event shall Mailsight, its employees, agents and subcontractors be liable to you to the extent that the alleged infringement is based on:
  1. 14.3.1.a modification of the Services or website by anyone other than Mailsight; or
  2. 14.3.2.your use of the Services or website in a manner contrary to the instructions given to you by Mailsight; or
  3. 14.3.3.your use of the Services or website after notice of the alleged or actual infringement from Mailsight or any appropriate authority.
4. The foregoing states your sole and exclusive rights and remedies, and Mailsight’s (including Mailsight’s employees’, agents’ and subcontractors’) entire obligations and liability, for infringement of any patent, copyright, trademark, database right or right of confidentiality.

LIMITATION OF LIABILITY

1. Subject to the provisions of Clause 14 and this Clause 15 sets out the entire financial liability of Mailsight (including any liability for the acts or omissions of its employees, agents and subcontractors) to you in respect of:
  1. 15.1.1.any breach of this agreement;
  2. 15.1.2.any use made by you of the Services or any part of them; and
  3. 15.1.3.any representation, statement or tortious act or omission (including negligence) arising under or in connection with this agreement.
2. Except as expressly and specifically provided in this agreement:
  1. 15.2.1.you assume sole responsibility for results obtained from the use of the Services by you, and for conclusions drawn from such use. Mailsight shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Mailsight by you in connection with the Services, or any actions taken by Mailsight at your direction;
  2. 15.2.2.all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and
  3. 15.2.3.the Services are provided to you on an “as is” basis.
3. Nothing in this agreement excludes the liability of Mailsight:
  1. 15.3.1.for death or personal injury caused by Mailsight’s negligence; or
  2. 15.3.2.for fraud or fraudulent misrepresentation.
4. Subject to Clause 15.2 and Clause 15.3:
  1. 15.4.1.Mailsight shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and
  2. 15.4.2.Mailsight’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total Subscription Fees paid for during the 12 months immediately preceding the date on which the claim arose.

TERM AND TERMINATION

1. This agreement shall, unless otherwise terminated as provided in this Clause 16, commence on the Effective Date and shall continue for the Subscription Term and, thereafter, this agreement shall be automatically renewed for on a monthly basis (each a Renewal Period), unless:
  1. 16.1.1.either party notifies the other party of termination, in writing, at least 60 days before the end of the Initial Subscription Term or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
  2. 16.1.2.otherwise terminated in accordance with the provisions of this agreement; and the Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.
2. Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this agreement without liability to the other if:
  1. 16.2.1.the other party commits a material breach of any of the terms of this agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
  2. 16.2.2.an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the other party; or
  3. 16.2.3.an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder; or
  4. 16.2.4.a receiver is appointed of any of the other party’s assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party’s assets; or
  5. 16.2.5.the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or
  6. 16.2.6.the other party ceases, or threatens to cease, to trade; or
  7. 16.2.7.there is a change of control of the other party; or
  8. 16.2.8.the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.
3. On termination of this agreement for any reason:
  1. 16.3.1.all licenses granted under this agreement shall immediately terminate;
  2. 16.3.2.each party shall return and make no further use of any equipment, property, website and other items (and all copies of them) belonging to the other party;
  3. 16.3.3.Mailsight may destroy or otherwise dispose of any of your data in its possession unless Mailsight receives, no later than ten days after the effective date of the termination of this agreement. Mailsight shall use reasonable commercial endeavors to deliver the back-up to you within 30 days of its receipt of such a written request, provided that you has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). you shall pay all reasonable expenses incurred by Mailsight in returning or disposing of your data; and
  4. 16.3.4.the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.

FORCE MAJEURE

Mailsight shall have no liability to you under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Mailsight or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of Mailsight`s or subcontractors, provided that you are notified of such an event and its expected duration.

WAIVER

1. A waiver of any right under this agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.
2. Unless specifically provided otherwise, rights arising under this agreement are cumulative and do not exclude rights provided by law.

ENTIRE AGREEMENT

1. This agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
2. Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement, other than as expressly set out in this agreement.

ASSIGNMENT

1. You agree not to, without the prior written consent of Mailsight, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
2. Mailsight may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.

NO PARTNERSHIP OR AGENCY

Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorize either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

THIRD PARTY RIGHTS

This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns.

NOTICES

All notices, requests, claims, demands and other communications regarding this Policy are welcomed and should be addressed to [email protected].

SEVERANCE

1. If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
2. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

GOVERNING LAW AND JURISDICTION

1. This agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the law of Switzerland.
2. The parties irrevocably agree that the courts of Switzerland have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

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