Terms of Use

When you sign up for or otherwise use any service within BaBlahBlah.com, (collectively, the “Sites,” “we,” “our,” “us,” or other appropriate first-person terms), all of which services are hereinafter referred to collectively as the “Service,” you agree to all of the terms and conditions of this Agreement. Please read the following terms and conditions carefully, as they form the agreement between you, the website user (sometimes referred to herein as “User,”, “you,” “your,” or other appropriate second-person terms), and the Sites (such agreement is referred to herein as the “Agreement”). IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT USE THE SERVICE, AND SHOULD NOT PROCEED TO REGISTER OR OTHERWISE USE THE SERVICE. BY USING THE SERVICE, YOU ARE DEMONSTRATING YOUR WILLINGNESS TO BE BOUND BY THIS AGREEMENT, INCLUDING ALL AMENDMENTS MADE FROM TIME TO TIME.

Agreement

Right to Use. Your right to use the Service is subject to any limitations, conditions and restrictions established by us from time to time, in our sole discretion. We may alter, suspend or discontinue any aspect of the Service or the Site at any time, including the availability of any Service feature, database or content. We may also impose limits on certain features and aspects of the Service or restrict your access to parts or all of the Service without notice or liability.

Use of services is for adults only. You represent, warrant and covenant that you are at least 18 years old or the age of majority in your jurisdiction, whichever is older (the “Age of Majority”). By using the Site and Service to broadcast, you agree that you have reached the Age of Majority. We reserve the right to terminate your account if we, in our sole and absolute discretion, believe you are in violation of this section. We additionally reserve the right to terminate your account and report you to the proper authorities in the event that we suspect, in our sole and absolute discretion, that someone who is not the Age of Majority has used your account in an illegal manner.

Code of Conduct. You agree to use the Service in accordance with the following Code of Conduct:

1. You are solely responsible for any information that you post, display or say through the Site and/or Service. You agree to keep all information contained on or provided through the Site and/or Service as private and confidential, and agree not give such information to anyone without the permission of the person who provided it to you. You will not share, download or otherwise copy pictures, videos or other content with the express permission of the owner.
2. You will not use the Service to engage in any form of harassment or offensive behavior, including, but not limited to, the posting or sharing of any message, picture or recording, which contains may be libelous, slanderous, harassing, abusive or defamatory statements, or racist, obscene, offensive or other language, which does not coincide with your local laws and community standards.
3. You will not post any message, picture or recording or use the Service in any way which:

- violates, plagiarizes or infringes upon the rights of any third party, including, but not limited to, any copyright or trademark law, privacy or other personal or proprietary rights, or
- is fraudulent or otherwise constitutes unlawful conduct in connection with your use of the Service or violates any law.

1. You will not use the Service to distribute, promote or otherwise publish any material containing any solicitation for funds, advertising or solicitation for goods or services unless the Advertising Agreement has been executed.
2. Your access to the Service is for your own personal use. You may not allow others to use the Service and you may not transfer accounts to other users;
3. You will not use the Service to infringe on any privacy right, property right, or other civil right of any person; and
4. You will not forward any chain letters, advertisements, spam, or any such commercial message through the Service.
5. Any action that may be deemed obscene in your community is prohibited.
6. You are prohibited from making any statements, written or verbal, or cause or encourage others to make any statements, written or verbal, that defame, disparage, or in any way criticize the Site or Service.

In more easy-to-understand terms: 1) Be nice; don't be an @sshole. If you don't like something or someone, scroll on by or use the Block feature.; 2) Keep it legal; and 3) Put content in the appropriate Groups.

The foregoing list is non-exclusive, and we may, at any time, prohibit any activity that we determine, in our sole and absolute discretion, to be inappropriate. We reserve the right to terminate or suspend your access to all or part of the Service at any time, with or without notice, for engaging in any inappropriate activity.

Privacy and Use of Information. Except as more fully set forth in our Privacy Policy, your personal information will not be disclosed to any third party.

Privacy Policy

Content Posted on the Site.

1. By agreeing to the Terms and Conditions of this Agreement, you represent and warrant that all images you upload to the Site do not in any way infringe on any third party’s intellectual property rights. The Site hereby asserts immunity with respect to all content provided by members or other third parties, as provided by law, including, but not limited to, under the Communications Decency Act. Members and others are prohibited from uploading, sharing or in any way sharing or describing to anyone on or through the Site/Service any images or matters which, in our sole opinion, might be illegal or offensive, including, but not limited to, any content involving bestiality, urination, other bodily excretions, defamatory material or otherwise obscene material or any conduct that violates the prohibitions set forth under the “Code of Conduct,” above, or any other provision of this Agreement. You may not use the Service or the Site to solicit any information that might be used for unlawful purposes or encourages unlawful activities.
2. We do not claim any ownership rights in the text, files, images, photos, video, sounds, musical works, works of authorship, applications, or any other materials (collectively, the “Materials”) that you transmit, submit, display or publish (“post”) on, through or in connection with the Service. After posting the Materials on, through or in connection with the Service, you continue to retain any such rights that you may have in them, subject to the license herein. By posting the Materials on, through or in connection with the Service, you hereby grant to the Site a non-exclusive, fully-paid and royalty-free, sub-licensable, and worldwide license to use, modify, delete from, add to, publicly perform, publicly display, reproduce, and distribute the Material, including, without limitation, distributing part or all of the Materials, in any media formats and through any media channels for marketing purposes. Any and all images uploaded to the Service and/or Site become licensed property of the Site and may be used by the Site, without any restriction(s), as marketing materials. By accepting this Agreement and its Terms and Conditions you specifically authorize us to use any images you upload to the Site/Service for marketing the Site and Service in our sole discretion. In addition to the foregoing license, you hereby authorize us to send takedown demands, pursuant to the United States’ Digital Millennium Copyright Act (the “DMCA”), to any service provider hosting reproductions of the Materials that have been taken from the Site (e.g., a video clip bearing our watermark).
3. You may not use the Site or Service for commercial purposes, including, but not limited to, marketing, advertising of goods or services, any investment opportunities, contests, or similar activities. Additionally, the Site reserves the right, in the Site’s sole discretion, to immediately suspend your account, file for injunctive relief, file for civil redress and/or report any conduct that violates these terms and conditions to any and all law enforcement that may have jurisdiction over the matter. In the event any actions or proceedings are brought against the Site as a result of content you have shared in, or as a result of you engaging in any prohibited activities, you agree to indemnify and hold the Site harmless with respect to all costs and expenses, including, but not limited to, attorneys’ fees that the Site may incur as a consequence of your posting of such content or engaging in such prohibited activities.
Members’ Obligations Under 18 U.S.C. § 2257. You should be aware that, pursuant to federal law, any visual depictions that you post, share or perform on the Site which portray actual sexually explicit conduct, depictions of the genitals or pubic area, or simulated sexually explicit activity, as such terms are defined in 18 U.S.C. §§ 2256(2)(A)(i)-(iv) and 2257A, require that you maintain the records required by 18 U.S.C. § 2257, and any such postings must contain an “18 U.S.C. § 2257 Record-Keeping Requirements Compliance Statement.” Your failure to comply with the provisions of 18 U.S.C. § 2257 may make you subject to criminal and civil prosecution for the violation of federal law. A reminder, this type of activity is only allowed in private or group broadcasts.

Use of Information on Service. You acknowledge and agree that:

1. We cannot ensure the security or privacy of information you provide through the Internet, or otherwise; you release us from any and all liability in connection with the breach of the security of such information and/or messages and with respect to the use of such information by other parties;
2. We are not responsible for, and cannot control, the use of any information, by anyone, which you provide to any other parties or the Service and you should use caution in selecting the personal information you provide to others through the Service;
3. We cannot assume any responsibility for the content of any message sent by any user on the Service, and you release us from any and all liability in connection with the content(s) of any communication(s) you may receive from other users;
4. You acknowledge that you cannot bring legal action against the Site or any of its employees, officers or agents for any damages of any kind, under any theory, as a consequence of using the Service;
5. Any and all images uploaded to the Service and/or Site become licensed property of the Site and may be used by the Site, without any restriction(s), as marketing materials. By accepting this Agreement and its Terms and Conditions you specifically authorize us to use any images you upload to the Site/Service for marketing the Site and Service in our sole discretion; and
6. You may not use the Service for any unlawful purpose. We may refuse to grant you or discontinue your use of a user name, for whatever reason, including, but not limited to, that the user name you have chosen impersonates someone else, is protected by trademark or proprietary law, or is vulgar or otherwise offensive, as determined by us in our sole discretion.

On- and Off-site Interactions/Meetings. Your use of and interactions through the Site are at your own risk. Use of the Site to arrange face-to-face meetings for the purpose of engaging in illegal activity is strictly prohibited and will subject your account to immediate termination. If you do elect to legally interact with any member of the Service outside of the Site, you do so at your own risk, and you acknowledge and agree that we are not responsible for any consequences of such election to interact, whether in person or otherwise, outside of the Site. You should, at a minimum, consider the following precaution if meeting or corresponding with anyone on any social networking website:

Anyone who is able to commit identity theft can also falsify a member profile.
There is no substitute for acting with caution when communicating with any stranger who wants to meet you.
Never include your last name, email address, home address, phone number, place of work, or any other identifying information in your member profile in initial email messages. Stop communicating with anyone who pressures you for personal or financial information or attempts in any way to trick you into revealing it.
If you choose to have a face-to-face meeting with another member, always tell someone in your family or a friend where you are going and when you will return. Never agree to be picked up at your home. Always provide your own transportation to and from the meeting, which should be in a public place with many people around.
All moneys and gifts sent by you to any other user directly or indirectly whether through the Site or off of the Site is at your own risk. We will not intervene or become involved in any dispute between any users.

Your Representations and Warranties. By using the Service, you thereby affirmatively acknowledge, represent, and warrant the truth and accuracy of each of the following statements:

You are not prohibited by law from using the Service and that you have the right, authority and capacity to enter into this Agreement and to abide by all of its Terms and Conditions as posted here and as amended from time to time.
You are familiar with the laws in your area that may affect your legal right to access erotica or adult-oriented material, and you have the legal right to access such material and the Site has the legal right to transmit such material to you in your location;
Video and images on the Site that are available for viewing (collectively, the “Content”) are stored on or streamed through our servers at the direction of our users.
Any modification of the Content that is uploaded or streamed by our users, such as the addition of a watermark, is performed by an automated process. Accordingly, as the Contributor is aware that such modifications shall take place automatically upon transmission, the Contributor shall be deemed the party responsible for such automatic modification and shall be considered the “author” of such automatically modified Content. The Site is not responsible for modifications that occur to Content as part of its automatic transmission process.
Any review of uploaded or streamed Content that may be performed by the Site before or after making such Content available to the public is cursory and only intended to identify immediately obvious violations of this Agreement. Accordingly, and despite any such gate keeping, the Contributor uploading or streaming any Content shall be deemed the party at whose direction that Content is available to others through use of the Service.
The Site has never directed, and never will direct, its users to upload or stream Content that infringes upon any right belonging to a third party. Uploading or streaming Content that infringes on third-party rights constitutes a direct and material violation of this Agreement and will subject the uploading or streaming Contributor’s account to suspension and/or termination, where appropriate.
The Site correctly presumes that the Contributor uploading or streaming any Content is the sole holder of all exclusive rights to that Content, except where the Content alone bears some obvious indication to the contrary, such as a visible proprietary marking identifying a person or entity other than the Contributor as the exclusive rights holder.
Where Content has no obvious proprietary marking that indicates an exclusive owner, the Site cannot be deemed to have actual knowledge that such Content infringes upon any third party’s rights.
The Site has no right or ability to control the activities of Contributors who create, post, upload, or stream Content through the Site. In the event that a Contributor infringes upon a third party’s rights by creating, posting, uploading, or streaming Content, that Contributor is the sole responsible party for such infringement, and the Site has no control over such activity.
Apart from identifying an obvious proprietary marking in any Content that indicates an exclusive owner, the Site has no other ability to determine whether the rights appurtenant to a particular piece of Content may belong to a party other than the uploading or streaming Contributor. As the Site’s only other means of identifying Content that may infringe upon a third party’s rights, the Site relies entirely on properly presented notifications from third parties claiming that their rights have been violated.

Notice of Intellectual Property Infringement. The Site respects the intellectual property of others, and we ask our members and others to do the same. We voluntarily observe and comply with the DMCA. IT IS BABLAHBLAH’S POLICY TO TERMINATE THE ACCOUNTS OF REPEAT COPYRIGHT INFRINGERS, WHEN APPROPRIATE. If you believe that your work has been copied through use of the Service in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide the Service’s Designated Copyright Agent with the following information:

an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
description of the copyrighted work or other intellectual property that you claim has been infringed;
a description of where on the Service the material that you claim is infringing is located;
your address, telephone number, and email address;
a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

You may send your Notice of Claimed Infringement to: support@BaBlahBlah.com.

Additionally

Monitoring of Information. We reserve the right, but have no obligation, to monitor any and all messages and chats that take place through the Site. We are not responsible for any offensive or obscene material(s) that may be in anyway transmitted by any and all users (including unauthorized users, as well as the possibility of “hackers”). As noted above, we are also not responsible, under any circumstances, for the use of any personal information, by anyone, that you in anyway transmit through the Service.
Termination of Access to the Service. We may, in our sole discretion, terminate or suspend your access to all or part of the Service at any time, with or without notice, for any reason, including, without limitation, breach of this Agreement, or for no reason at all. Without limiting the generality of the foregoing, any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your access to all or part of the Service at our sole discretion, and we reserve the right to refer such activity to any and all appropriate law enforcement agencies.
Proprietary Information. The Service contains information that is proprietary to us and/or users of the Service. We assert full copyright protection in the Service, including all of the design and code embodied therein. Any information shared or posted by us or users of the Service may be protected whether it is identified as proprietary to us or to the user. You agree not to modify, copy or distribute any such information in any manner whatsoever without having first received the express permission of the owner of such information.
No responsibility. We are not responsible for any incidental, consequential, special, punitive, exemplary, direct or indirect damages of any kind whatsoever, which may arise out of or relate to your use of the Service, including but not limited to lost revenues, profits, business or data, or damages resulting from any viruses, worms, “Trojan horses” or other destructive software or materials, or communications by you or other users of the Service, or any interruption or suspension of the Service, regardless of the cause of the interruption or suspension. Any claim against us shall be limited to the amount you paid, if any, for use of the Service during the previous twelve (12) months. We may discontinue or change the Service or its availability to you at any time, and you may stop using the Service at any time, please see details on cancellation below
Security. Your account is private and should not be used by anyone else. You are responsible for all usage or activity on the Service by users using your login and password, including but not limited to use of your login and password by any third party.
Other Links. The Service may from time to time contain links to other sites and resources (“External Links”). We are not responsible for, and have no liability as a result of, the availability of External Links or their contents.
No Warranties. The Service is distributed on an “as is” and “as available” basis. We do not warrant that this Service will be uninterrupted or error-free. There may be delays, omissions, and interruptions in the availability of the Service. WHERE PERMITTED BY LAW, YOU ACKNOWLEDGE THAT THE SERVICE IS PROVIDED WITHOUT ANY WARRANTIES OF ANY KIND WHATSOEVER, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; NOR DOES THE SITE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES OR THAT DEFECTS IN ANY SOFTWARE, HARDWARE OR THE SERVICES WILL BE CORRECTED. YOU UNDERSTAND AND AGREE THAT ANY USE YOU MAKE OF ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS AT YOUR OWN DISCRETION AND RISK, AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. We do not represent or endorse the accuracy or reliability of any advice, opinion, statement or other information displayed, uploaded or distributed through the Service by the Site or any user of the Service or any other person or entity. You acknowledge that any reliance upon any such opinion, advice, statement or information shall be at your sole risk.
Modifications. We may modify this Agreement from time to time. Notification of changes in this Agreement will be posted on the Service or sent via electronic mail, as we may determine in our sole discretion. If you do not agree to any modifications, you should terminate your use of the Service. Your continued use of the Service now, or following the posting of notice of any changes in this Agreement, will constitute a binding acceptance by you of this Agreement.
Disclosure and Other Communication. We reserve the right to send electronic mail to you, for the purpose of informing you of changes or additions to the Service, or of any related products and services offered by the Site or its affiliated entities. We reserve the right to disclose information about your usage of the Service and demographics in forms that do not reveal your personal identity. For a more detailed description of what information we may disclose, please review our Privacy Policy, which is fully incorporated herein by this reference.
Complaints. To resolve or report a complaint regarding the Service or members who use the Service users should send an email detailing such complaint to support@BaBlahBlah.com. In appropriate circumstances, we will take immediate action in order to help solve the problem.
Registration. You may become a member of the Service by completing an online registration form, which must be accepted by the Site. Upon submission of the online registration form, the Site or its authorized agent will process the application. In connection with completing the online registration form, you agree to:
- provide true, accurate, current and complete information about yourself as prompted by the registration form (such information being the “Registration Data”); and
- maintain and promptly update the Registration Data to keep it true, accurate, current and complete at all times while you are a member.
You must promptly inform the Site of all changes to the Registration Data, including, but not limited to, changes in your address and changes in the credit card information you used in connection with billing for the Service. If you provide any information that is untrue, inaccurate, not current or incomplete, or the Site or any of its authorized agents have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, the Site has the right to suspend or terminate your account and refuse your current or future use of the Service and Site, as well as possibly subjecting you to criminal and civil liability. You are responsible for rejected payments and any related fees that we incur with respect to your account. We accept payments by ACH.
Member Account and Password. As part of the registration process, you will be issued a unique user name and password, which you must provide in order to gain access to the non-public portions of the Service. You certify that, when asked to choose a username, you will not choose a name which falsely represents you as somebody else beyond the identity of your character, or a name which may otherwise be in violation of the rights of a third party. We reserve the right to disallow the use of user names that we, in our sole discretion, deem inappropriate. We reserve the right to cancel, at any time, the membership of any member who uses their selected username in violation of these Terms and Conditions or in any other way we, in our sole discretion, deem inappropriate. Your membership, the user name and password are nontransferable and non-assignable. You represent and warrant that you will not disclose to any other person your unique user name or password and that you will not provide access to the Service to anyone who is below the Age of Majority, or otherwise does not wish to view the content on the Site. You are solely responsible for maintaining the confidentiality of your user name and password and are fully responsible for all activities that occur under your user name and password. We will not release your password for security reasons. You agree to (a) immediately notify the Site of any unauthorized use of your user name or password or any other breach of security, and (b) ensure that you exit from your account at the end of each session. You agree that you are solely liable and responsible for any unauthorized use of the Service using your account until you notify the Site by email regarding that unauthorized use. Unauthorized access to the Service is illegal and a breach of this Agreement. You agree to indemnify the Site with respect to all activities conducted through your account. You may obtain access to your billing records upon your reasonable request.
Promotion of the Site and Service. Registered members of the Service may be eligible to participate in our affiliate advertising program and potentially earn commissions based on the number and quality of registered user referred to the Site.
- License to Promotional Items. All registered members who are currently in compliance with the terms of this Agreement are hereby granted a revocable, non-exclusive, non-transferable license to utilize the Site’s name, access and download promotional banners, videos, photographs, other promotional materials, and/or promotional materials created by you, provided that such materials are approved by the Site in writing (the “Promotional Items”), for use on site(s) owned by such registered members (“Referral Sites”). The Promotional Items are licensed to eligible registered members for the limited purposes of advertising, marketing and promoting the Site and Service. Any and all licenses granted to registered members pursuant to this Agreement shall immediately cease and revert to us upon the termination or cancellation of this Agreement. You agree not to share any of the Promotional Items with anyone in any way, which is not in accordance with the terms of this Agreement and applicable law. You hereby acknowledge and agree that all rights to the Promotional Items belong solely to the Site and/or the Site’s licensor(s). You further acknowledge and agree that any Promotional Item(s) created by you and approved by the Site are a specially ordered and commissioned “work made for hire” within the meaning of the 1976 Copyright Act for the good and valuable consideration provided you herein.
- Keywords; Domain Names. Notwithstanding the foregoing license to use the names of our Site in connection with referring traffic to the Service, you are not, as a part of this license, permitted to (i) bid on, purchase or otherwise register/use “BaBlahBlah.com,” or any other similar spelling, or use same in connection with the words “Official,” “Officially” or “Official Site,” as keywords or advertising words on any internet search engines, including, without limitation, google.com, bing.com, ask.com, yahoo.com, etc.; use the Site Names in association with any similar or competing website or service; or (ii) register any domain name which incorporates or is a “misspelling” of “BaBlahBlah.com” or “BaBlahBlah”. You agree that in the event you violate any part of this section of this Agreement, your account will be immediately terminated, any monies earned but not yet paid will be forfeited, and that you will cooperate fully in transferring any items forbidden by this section to the Site as the rightful owner. Subject to the foregoing limitations and pursuant to the license granted herein, eligible registered members will be permitted to use any website domain name they choose in connection with promoting the Site and Service, so long as such website domain name(s) registered do not infringe on our or any third party's intellectual property rights, defame, insult or otherwise harass anyone, and do not promote or suggest any illegal activity.
- Restrictions. You are prohibited from using any images, text, script(s), applications, logos and functional elements appearing on a Referral Sites, to which you do not have all legal rights, free from any and all encumbrances and third party claims. Further, you represent and warrant that you will only advertise on services and providers, which permit advertisement of services such as the Site. You understand and agree that if you advertise on any service or provider, which does not permit such advertising, your account will be terminated without notice and without pay. Furthermore, you acknowledge and agree that we may, at any time, review the contents of any Referral Site and disapprove of any material thereon that might, in our sole discretion, reflect negatively upon the Site or the Service. Upon request from us, such material must be immediately removed in order for you to remain eligible to receive commissions hereunder.
- Disclaimer of Agency. Nothing in this Agreement is intended by you or the Site to constitute a joint venture or collaboration between you and the Site. You acknowledge that you are in no way an agent, employee or similarly situated employment like relationship. You further acknowledge that you have no authority to act on the Site’s behalf or bind the Site to any debt or agreement.
- Billing Errors. If you believe that you have been erroneously billed, please notify us immediately of such error. If we do not hear from you within thirty (30) days after such billing error first appears on any account statement, such fee will be deemed acceptable by you for all purposes, including resolution of inquiries made by your credit card issuer. You release us from all liabilities and claims of loss resulting from any error or discrepancy that is not reported to us within thirty (30) days of its publication.

More Legal

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 this Agreement.
Arbitration. All Disputes (including any dispute relating to the arbitrability of this Agreement or any provision of this Agreement or any other dispute relating to arbitration) must be submitted to arbitration before and in accordance with the arbitration rules of the American Arbitration Association in accordance with its commercial arbitration rules. The term “Dispute” means any controversy or claim arising out of or relating to the Site or the Services or this Agreement, or any breach thereof, including any claim that this Agreement, or any part of this Agreement is invalid, illegal or otherwise voidable or void.

The provisions of this Arbitration Section must be construed as independent of any other covenant or provision of this Agreement; provided that if a court of competent jurisdiction or arbitrator determines that any such provisions are unlawful in any way, such court or arbitrator is to modify or interpret such provisions to the minimum extent necessary to have them comply with the law. Notwithstanding any provision of this Agreement relating to under which state’s laws this Agreement is to be governed by and construed under, all issues relating to arbitrability or the enforcement of the Agreement to arbitrate contained herein are to be governed by the Federal Arbitration Act (9 U.S.C. § 1 et seq.) and the federal common law of arbitration.

Judgment upon an arbitration award may be entered in any court having competent jurisdiction and will be binding, final and non-appealable. You and the Site hereby waive to the fullest extent permitted by law, any right to or claim for any punitive or exemplary damages against the other and agree that in the event of a dispute between them, each shall be limited to the recovery of any actual damages sustained by it.

This arbitration provision is self-executing and will remain in full force and effect after the expiration or termination of this Agreement. In the event either party fails to appear at any properly noticed arbitration proceeding, an award may be entered against such party by default or otherwise notwithstanding said failure to appear.

Arbitration takes place in Pinellas County, Florida, exclusively.

You and the Site hereby agree that no action (whether for arbitration, damages, injunctive, equitable or other relief, including rescission) will be maintained by any party to enforce any liability or obligation of the other party, whether arising from this Agreement or otherwise, or any other Dispute, unless brought before the expiration of the earlier of one year from the occurrence of the facts giving rise to such claims or within 90 days from either the actual discovery of the facts giving rise to such claims or from the date on which the party should have, in the exercise of reasonable diligence, discovered such facts.

The obligation to arbitrate is not binding upon the Site with respect to claims relating to its trademarks, service marks, patents, copyrights, or other intellectual-property rights, or requests for temporary restraining orders, preliminary injunctions or other procedures in a court of competent jurisdiction to obtain interim relief when deemed necessary by such court to preserve the status quo or prevent irreparable injury pending resolution by arbitration of the actual dispute between the parties.

The prevailing party will be entitled to receive from the non-prevailing party its costs relating to the arbitration proceeding including but not limited to, the arbitrator's fees, attorneys' fees and costs, witness fees, transcription fees, etc. and sales and use taxes thereon, if any.

You and the Site each acknowledges and agrees that it is the intent of the parties that arbitration and litigation between the parties will be of the parties' individual claims, and that none of their respective claims may be arbitrated or litigated on a class-wide basis.

Cancellation By User. You may cancel your membership at any time by visiting our cancellation page. You hereby agree to be personally liable for any and all charges incurred by your user name and password until you terminate your membership as provided herein. In the event that you cancel your account, refunds may be granted for Virtual Money that was directly purchased by you; no funds will be credited to you or can be converted to cash or other form of reimbursement unless those funds were paid by you in purchasing Virtual Money. Upon our processing of your request to cancel your membership, you will no longer have access to the non-public areas of the Service.
Termination By the Site. Without limiting other remedies, the Service may immediately issue a warning, temporarily suspend, indefinitely suspend, or terminate your access and use of the Service and refuse to provide our services to you at any time, with or without advance notice, if: (a) the Site believes that you have breached any of these Terms and Conditions; (b) we are unable to verify or authenticate any information you provide to us; (c) we believe that your actions may cause legal liability for you, our users or us; or (d) the Site decides to cease operations or to otherwise discontinue any of the Site or parts thereof. Further, you agree that neither the Site, nor any third party acting on our behalf, shall be liable to you for any termination of your membership or access to the Service. You agree that if your account is terminated by the Site, you will not attempt to re-register as a member without prior written consent from the Site.
After Termination or Cancellation. You accept that when you cancel your membership with the Service you will be automatically deleted from and locked out of the Service. You will be unable to access your account on the Service. You also agree and accept that upon cancellation your account, any mail and all other membership materials will be immediately deleted from the Site and Service and that such information will be irretrievable.
Indemnification. You agree to defend, indemnify, defend, and hold the Site and its affiliates, successors, assigns, officers, employees, agents, directors, shareholders and attorneys, harmless from and against any and all claims and liabilities, including reasonable attorneys’ and experts’ fees, related to or arising from: (i) any breach by you of this Agreement; (ii) your use (or misuse) of the Service, Site and/or Promotional Materials; (iii) all conduct and activities occurring using your account and/or Referral Sites, if any; (iv) any item or service sold or advertised in connection with your Referral Sites, if any; (v) any defamatory, libelous or illegal material(s) contained within your Content or your information and data; (vi) any claim or contention that any of your Referral Sites, if any, contain information, data or other materials which infringes any third party’s patent, copyright, trademark, or other intellectual property rights or violates any third party's rights of privacy or publicity; (vii) third-party access or use of any Promotional Materials provided to you; (viii) any claim related to your website(s); (ix) any costs incurred on your behalf as a result of your failure to comply with local or Federal United States Law; and/or (x) any violation of this Agreement. We reserve the right, at our own expense, to participate in the defense of any matter otherwise subject to indemnification from you, but shall have no obligation to do so, and we are permitted by this Agreement to later seek indemnification from you. You shall not settle any such claim or liability without the prior written consent of the Site. You understand that we will take any and all measures to protect ourselves from any legal or civil litigation including, but not limited to canceling your account, in our sole discretion. You also understand that we will charge, on an hourly basis, for any and all time spent responding to any third-party complaints, disputes, copyright claims or actions involving you or your Referral Sites.

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Terms of Service-Email

Last updated on May 10, 2023

Terms of Service

BABLAHBLAH.COM PROVIDES A VARIETY OF SERVICES SUBJECT TO THIS AGREEMENT. BY CHECKING THE BOX OR CLICKING THE BUTTON NEXT TO A LINK TO THIS AGREEMENT ON ANY OF OUR SIGN-UP PAGES, BY EXECUTING AN ORDER FORM OR STATEMENT OF WORK THAT REFERENCES THIS AGREEMENT, BY SIGNING UP FOR AN ACCOUNT, BY LOGGING IN TO YOUR ACCOUNT, BY ACCESSING ANY PART OF THE SERVICES (INCLUDING BY MEANS OF ANY API INTERFACE), YOU, AS A CUSTOMER OF THE SERVICES OR A REPRESENTATIVE OF AN ORGANIZATION THAT IS A CUSTOMER OF THE SERVICES (COLLECTIVELY, “YOU”), REPRESENT AND WARRANT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, (2) YOU ARE AT LEAST EIGHTEEN (18) YEARS OF AGE, (3) THE INFORMATION YOU PROVIDED IN CONNECTION WITH YOUR REGISTRATION FOR THE SERVICES IS TRUE, ACCURATE, CURRENT AND COMPLETE, AND (4) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT PERSONALLY OR ON BEHALF OF THE ORGANIZATION YOU HAVE NAMED AS THE AUTHORIZED USER, AND TO BIND THAT ORGANIZATION TO THIS AGREEMENT. NOTE THAT BY REPRESENTING AND WARRANTING TO THE ABOVE, YOU ARE MAKING A LEGALLY ENFORCEABLE AGREEMENT.

We may change any terms of this Agreement by posting a revised Agreement and the revised Agreement will be effective immediately upon posting or the effective date indicated in the new Agreement, as applicable, and apply to any continued or new use of the Services. We may change the Services, or any features of the Services at any time, and we may discontinue the Services or any features of the Services at any time. If you do not agree with the terms of this Agreement, you must immediately discontinue your use of the Services. Otherwise, your continued use of the Services constitutes your acceptance of such changes. We recommend that you regularly check our website to view the then-current terms.

We may refuse service, close your accounts or the accounts of any Authorized Users, and change eligibility requirements at any time, in our sole discretion.

DEFINITIONS

For purposes of this Agreement, the following capitalized terms shall have the meaning indicated below. Whenever the words "include", "includes" or “including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation".

“Agreement” means these Terms of Service and any guidelines, rules or operating policies that we post on our website(s), including our Acceptable Use Policy, our Privacy Notice, and any other policy referenced herein, which are specifically incorporated herein by reference, each, as may be amended, supplemented or modified from time to time.

“BaBlahBlah”, “BaBlahBlah.com”, "we", "us" or "our" means Dr. Seuzz, LLC or its applicable subsidiaries as specified in the “Contracting Entity” section of this Agreement.

“Intellectual Property Rights” means any and all intellectual property, industrial property, and other proprietary rights throughout the world, including all rights in, to, or arising out of patents, patent applications, inventions (whether patentable or not), invention disclosures, trade secrets, know-how, proprietary information, works of authorship, copyrights, mask works, moral rights, trademarks, service marks, software, data, technology, layout designs and design rights, and all registrations, applications, renewals, extensions, or reissues of any of the foregoing.

"Order Form" means the form evidencing the initial order for Services, including any addendum or online confirmation form, and any subsequent orders separately entered into by you and us. Each Order Form shall be incorporated into and become a part of this Agreement.

“Professional Services” means, collectively, any consulting, marketing, managed design, customizations and development services specifically set forth in a Statement of Work.

"Services" means, collectively, all our products and services and related offerings, features and functionalities, including email, Communities and Marketplaces, SMS (as defined below), our website and any related sub-site, user interface designs, applications, including our mobile application, processes, software, source code, application programming interfaces, systems delivered or accessible through any media or device, images that are made available by us through any email, designs, templates, text, graphics, video, information, audio and other files, support, additional services and all related materials and documentation, and any and all enhancements and modifications thereto howsoever made, provided by or on behalf of us to you pursuant to this Agreement.

“Statement of Work” means a statement of work or similar document mutually agreed by Customer and us for the provision of Professional Services and that is governed by this Agreement.

1. Provision of Services.

1.1 Access. Upon the terms and subject to the conditions of this Agreement, you are granted a limited, non-exclusive, revocable, non-transferable, non-sublicensable, worldwide limited right to access and use the Services. We may, in our sole discretion, permit you to authorize additional users to use your account(s). For purposes of this Agreement, you are the “Account Owner” and any other users you authorize will be deemed “Authorized Users.” To the extent applicable, Authorized Users that you appoint as your administrators shall have the authority to act on your behalf to perform administrative duties, enter into binding agreements and accept Fees (as defined below). You will be responsible for all activity occurring under your account(s), including each Authorized User’s compliance with this Agreement.

1.2 Restrictions. You will not, and will not permit any Authorized User or other party to: (a) modify, adapt, alter, translate, or create derivative works of the Services; (b) sublicense, lease, rent, loan, distribute, or otherwise transfer the Services to any third party; (c) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Services, except to the extent expressly permitted by applicable law (and then only upon advance written notice to us); (d) tamper, bypass, delete, or disable any copy protection or security mechanisms of the Services; (e) use or demonstrate the Services in any other way that is in competition with us; (f) remove any notice of proprietary rights from the Services; (g) attempt to gain unauthorized access to, or disrupt the integrity, performance or security of the Services or the data contained therein; (h) attempt to probe, scan or test the vulnerability of any Service or to breach the security or authentication measures without proper authorization; (i) use or copy the Services, except as expressly allowed herein or (j) use the Services in violation of our Acceptable Use Policy.

1.3 Contracting Entity. The BaBlahBlah entity that you are contracting with is Dr. Seuzz, LLC.

2. Use of the Services.

2.1 General Rules of Use. By agreeing to this Agreement, you agree to comply with our Acceptable Use Policy and with the following in connection with the use of the Services:

(a) You may not use our Services to send spam.

(b) You may not use our Services to promote or incite harm toward others or that promote discriminatory, hateful, or harassing content. We may suspend or terminate your account if you send or distribute content through the Services that we determine, in our sole discretion, contains either of the following:

(i) Any statement, photograph, advertisement, or other content that in our sole judgment could be reasonably perceived to threaten, advocate, or incite physical harm to or violence against others; or

(ii) Any statement, image, photograph, advertisement, or other content that in our sole judgment could be reasonably perceived to harm, threaten, promote the harassment of, promote the intimidation of, promote the abuse of, or promote discrimination against others based solely on race, ethnicity, national origin, sexual orientation, gender, gender identity, religious affiliation, age, disability, disease, or immigration status.

(c) You may not use our Services if you are a person or you are a member of an organization that has publicly stated or acknowledged that its goals, objectives, positions, or founding tenets include statements or principles that could be reasonably perceived to advocate, encourage, or sponsor hateful content or a threat of physical harm.

(d) You may not distribute content that is materially false, inaccurate, or misleading in a way that could deceive or confuse others about important events, topics, or circumstances.

In the event that we determine, in our sole discretion, that you are not complying with this Section and/or our Acceptable Use Policy, we may terminate your access to or use of the Services, disable your account or access to the Services, and/or remove all or a portion of your content, in each case, without notice or liability and without refund.

2.2 Username and Password. You are responsible for maintaining the security of your account, usernames, passwords and files (including the passwords and files that your Authorized Users, if any, have access to). You may not share your username and/or password with other individuals. You authorize us to act on any instructions reasonably believed by us to be authentic communications from you or any individual who claims to be authorized by you with respect to the management of your account. You will be solely responsible and liable for any activity that occurs under your username and the activities of your Authorized Users, if any, and we shall not be responsible for the actions of any individuals who misuse or misappropriate your contact lists or other assets using your username and password or other appropriate account identifying information. You agree to notify us immediately of any unauthorized use or access of your account or any other known or suspected breach of security. We are not responsible for any losses due to stolen or hacked passwords. We do not have access to your current password, and for security reasons, we may only provide you with instructions on how to reset your password. We have the right to update any of your contact information in your account for billing purposes. We may contact you, or any Authorized User, or log-in added to your account, based on the information provided for your account.

2.3 Account Disputes. You will not request access to, or information about, an account that is not yours, and you will resolve any account-related disputes directly with the other party. We decide who owns an account based on a number of factors, including the content in that account, and the contact and profile information listed for that account. In cases where differing contact and profile information is present or we are unable to reasonably determine ownership, we may require you to resolve the matter through proper channels outside of the Company. When a dispute is identified, we may suspend any account associated with the dispute, including disabling login and sending capabilities, to protect the security and privacy of the data held within the account until the dispute is properly resolved.

2.4 Equipment. You are responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including modems, hardware, servers, software, operating systems, networking, web servers (together, the “Equipment”). You are also responsible for maintaining the security of the Equipment and for all uses of the Equipment with or without your knowledge or consent.

2.5 Backups. You are responsible for making frequent backup copies of your contacts and content. We are not obligated to provide you with a way to download or otherwise export your contacts and content out of the Services.

2.6 Communities and Marketplace. Communities and Marketplace. The Services may contain areas where you may be able to publicly post information or communicate with others (for example, discussion boards or blogs), review products and merchants and otherwise submit content, including the BaBlahBlah Community and the BaBlahBlah Marketplace (the “Communities”). You agree to abide by the BaBlahBlah Community Terms of Use with respect to your use of the BaBlahBlah Community and the BaBlahBlah Marketplace Terms Use with respect to your use of the BaBlahBlah Marketplace. Any information you post may be accessible to anyone with internet access, and any personal or other information you include in your posting may be read, collected and used by others.

2.7 Footers. For every listing, message or campaign sent or distributed via the Services, you agree that we may add a link to the Services and a statement such as “Email Marketing by BaBlahBlah”, “Powered by BaBlahBlah” or similar statements in the footer or other similar location that does not unreasonably obscure the message or campaign.

2.10 Short Message Service (“SMS”). In the event you use the SMS as part of the Services, you are subject to our Text Messaging Terms and Conditions of Use.

2.13 Delivery of Content. You understand that not all content, including messages and campaigns, sent through the Services will be received by or will be capable of being viewed by their intended recipients or will be viewable by your recipients in the same way they appear in our Services environment. You further understand that delivery of content by means of the Services may involve transmissions over various networks, and that the content could be reformatted or otherwise revised to conform to the formatting or technical requirements of such networks. You also understand and agree that content exceeding maximum character limitations may be truncated, abbreviated, reduced or otherwise abruptly cut short.

2.14 Assistance. You acknowledge that we may from time to time provide you with marketing advice and other coaching, template design, frequently asked questions and general tips on best practices and compliance with applicable law, including, any sample offer terms or any automated and artificial intelligence generated content. You acknowledge that such assistance and information is provided as a convenience to you and that such assistance and information are not intended to and do not constitute legal advice and that no attorney-client relationship is formed.

3. Monitoring and Suspension. Although we have no obligation to monitor the content provided by you or your use of the Services, including Your Products (as defined below), we may do so. We shall be entitled, without liability to you, to immediately suspend, terminate or limit your access to the Services at any time, delete or confiscate all or a portion of your contacts, files, content, and/or terminate this Agreement for any reason in our sole discretion, including a determination by us that (a) the Services are being used by you, or your Authorized Users, in violation of any applicable laws or regulations or this Agreement, including our Acceptable Use Policy and Privacy Notice, (b) the Services are being used by you in an unauthorized, inappropriate, or fraudulent manner, (c) the use of the Services by you adversely affects our equipment or service to others, (d) we are prohibited by an order of a court or other governmental agency from providing the Services, (e) there is a security incident or other disaster that impacts the Services or the security of the Services, your account or your content, or (f) any amount due under this Agreement is not received by us within fifteen (15) days after it was due. You further understand and agree that we and any applicable third party that supports, posts, publishes or distributes any content provided by you, including content provided through Your Products, has the right to reformat, edit, monitor, reject, block or remove any such content at any time or for any other reason.

4. Professional Services. If, at your request, we agree to perform Professional Services for your benefit, the parties will execute a Statement of Work. Each Statement of Work will be governed by this Agreement. Any conflict between this Agreement and a Statement of Work will be resolved in favor of such Statement of Work solely with respect to the professional or consulting services described therein.

5. Your Products.

5.1 The Services may permit you to, among other things, (a) create an e-commerce store (“Store”) for selling your products and/or services (“Store Content”), (b) book appointments with your users (“Appointments”), (c) communicate about or administer contests, competitions, sweepstakes, or other similar promotional events (“Promotions”), (d) sell your products and services and tickets to your events to your subscribers and others in the form of various promotional deals, coupons, tickets, vouchers, passes or cards (each, a “Deal”), or (e) collect donations (each a “Donation Campaign,” and together with Store, Store Content, Appointments, Promotions, collectively, “Your Products”).

5.2 You are solely responsible for Your Products, including any and all injuries, illnesses, damages, claims, liabilities and costs suffered in respect thereto. You shall be responsible for all costs of procuring and delivering Your Products, including any associated shipping, taxes and any other fees associated therewith.

5.3 You will be solely responsible for any and all statements and promises you make and for all user assistance, warranty and support of Your Products, and to comply with any promises you make to your customers, users, donors and donees. You further agree to provide your contact information for any end-user questions, complaints or claims. To the extent applicable, you shall ensure that the rules for each Promotion (a) state that each entrant or participant unconditionally releases us of any liability arising from the Promotion, and (b) inform each entrant or participant that the Promotion is in no way sponsored, endorsed or administered by, or associated with, us.

6. Communication With You.

6.1. We reserve the right to send messages to you to (a) inform you of changes or additions to the Services, this Agreement or the Fees (defined below), (b) to inform you of violations of this Agreement or actions relating to your access and use the Services, or (c) for marketing and other purposes. You may unsubscribe from our marketing communications at any time, although you will continue to receive transactional messages from us.

6.2 You acknowledge that we may contact you via telephone (either by a live person, automatic dialer, prerecorded message or a combination of the foregoing) to discuss the Services and you consent to such contact. Further, you consent to receive such phone calls at the telephone number you entered in your account. You do not need to agree to this provision in order to use or procure the Services and if you would like us not to contact you by telephone, please send an email to support@bablahblah.com. Upon request, we may also contact you via telephone (including by automatic dialer or prerecorded message) or text you in order to provide you with your password or other information you request.

6.3 You agree that we may, but are not obligated to, monitor or record any of your telephone conversations and chat texts with us for quality control purposes, for purposes of training our employees, and for our own protection. You further agree that any Authorized Users or anyone else you authorize to use your account consents to such monitoring or recording as well. You acknowledge that not all telephone lines or calls may be recorded by us and that we do not guarantee that recordings of any particular telephone calls will be retained or are capable of being retrieved or even if retained and retrievable will be made available to you.

7. Intellectual Property.

7.1 We own and shall retain all right, title and interest in and to all Intellectual Property Rights in the Services and Professional Services. Except as expressly set forth herein, no express or implied license or right of any kind is granted to you regarding the Services or Professional Services, including any right to obtain possession of any software, source code, data or technical material related to the Services or Professional Services. Any use of the Services other than as specifically authorized herein, including our Acceptable Use Policy, is prohibited and will automatically terminate your rights with respect to your use of the Services and Professional Services.

7.2 You grant us a limited, non-exclusive, royalty-free, worldwide license, with the right to sublicense, use, reproduce, publish, distribute, perform and display data collected through your interactions on the website (a) to provide the Services under this Agreement, (b) to develop services, and (c) to comply with any court order, legal process, law, regulation or any request from a governmental, regulatory or supervisory body. We may use and disclose aggregated data that does not identify any natural person for our legitimate business purposes, including improvements to the Services, product development, research and marketing.

7.4 If you submit any suggestions, business information, ideas, concepts or inventions or content to us through the Services or otherwise (“Submissions”), you agree that each such Submission is non-confidential for all purposes and you automatically grant, or warrant that the owner of such content or intellectual property has expressly granted, us a non-exclusive, royalty-free, perpetual, irrevocable, worldwide license, with the right to sublicense, to use, reproduce, create derivative works from, modify, publish, edit, translate, distribute, perform and display such Submission in any manner or in any media now known or hereafter created.

8. Fees; Payment; Taxes.

8.1 Fees. In consideration for the Services and Professional Services, you agree to pay us the then-current fees set forth in the “Account“ section of your account unless otherwise set forth in an applicable Order Form or Statement of Work (“Fees”). We may change any of our Fees at any time by posting a new pricing schedule to the Services or in your account and/or sending you a notification by email. You are responsible for reviewing the Fees from time to time and remaining aware of the Fees charged by us and any applicable discounts. You acknowledge and agree that our measurements are the definitive measurements for any payment due and owed hereunder.

8.2 Other Billing Arrangements. If you receive the Services by means of one of our resellers or partners (each, a “Reseller”), the Reseller may be responsible for billing you for the Services and you may be subject to a different fee schedule and additional terms and conditions. You are responsible for reviewing your fee schedule and any additional terms and conditions. In the event of any conflict between this Agreement and the Reseller’s terms and conditions, this Agreement shall control except with respect to the payment provisions set forth in this Section. If you cease to be a customer of a Reseller, any special pricing, benefits or terms may no longer be available to you. We may rely on information provided by the Reseller, if any, with respect to the status of your account.

8.3 Disputes. Notwithstanding anything set forth herein to the contrary, any disputes about any charges to you under this Agreement or applicable Order Form or Statement of Work must be submitted to us in writing within sixty (60) days of the date such charges are incurred. You agree to waive all disputes not brought within the sixty (60) day period, and all such charges will be final and not subject to challenge.

8.4 Payment. We will charge you the Fees for the Services in advance, unless otherwise set forth in an applicable Order Form. We will charge you the Fees for Professional Services as set forth in an applicable Statement of Work. Payment shall be made by a payment method accepted by us. Fees are only payable in the currencies made available to you when you purchase the Services or as set forth in the applicable Order Form or Statement of Work. Checks (including e-checks or those sent by mail) may be accepted for prepayments of at least six (6) months. If you are paying by credit card, (a) you hereby irrevocably authorize us to charge the credit card or other payment method provided for any such amounts when due, (b) amounts due will be automatically charged, (c) if your credit card is declined, we will attempt to reach out to you for a new payment method, and (d) if your credit card expires, you hereby give us permission to submit the credit card charge with a later expiration date. If we fail to resolve an issue with you resulting from a credit card decline or expiration, we may terminate the account due to non-payment. Late payments, including those resulting from credit card declines, may accrue interest at a rate of one and one-half percent (1.5%) per month, or the highest rate allowed by applicable law, whichever is lower. If we must initiate a collections process to recover Fees due and payable hereunder, then we shall be entitled to recover from you all costs associated with such collections efforts, including reasonable attorneys’ fees.

8.5 Taxes. “Tax” or “Taxes” means all applicable taxes, including indirect taxes such as goods and services tax (“GST”), value added tax (“VAT”), sales tax, fees, duties, levies, or other similar taxes. Unless otherwise stated, any Fees or any other amounts are exclusive of Taxes. In the event that any amount payable by you to us is subject to Taxes, we will collect the full amount of those Taxes from you and the collection shall not reduce or somehow impact the amount to which we are entitled. You must pay any applicable Taxes. In the event that any payments and/or amount payable by you to us is subject to (a) any withholding or similar tax, (b) any Taxes not collected by us, or (c) any other Taxes or other government levy of whatever nature, the full amount of that Tax or levy shall be solely your responsibility and shall not reduce the amount to which we are entitled under this Agreement. You will reimburse us and indemnify and hold us harmless against any and all claims by any competent tax authority related to any Taxes, including withholding or similar Taxes, penalties and/or interest that we may be compelled to pay on account of your non-payment.

9. Compliance with Laws.

9.1 You represent and warrant that your use of the Services, including in connection with Your Products, will comply with all applicable laws and regulations. You are responsible for determining whether the Services are suitable for you to use in light of your obligations under any applicable laws or regulations. You may not use the Services for any unlawful or discriminatory activities, including acts prohibited by the Federal Trade Commission Act, Fair Credit Reporting Act, Equal Credit Opportunity Act, or other laws that apply to commerce.

9.2 If you collect any personal information pertaining to a minor and store such information within your account, you represent and warrant that you have obtained valid consent for such activities according to the applicable laws of the jurisdiction in which the minor lives.

10. Privacy.

10.1 Privacy Laws. Each party shall comply with all laws and regulations of the relevant jurisdictions that apply to its respective performance of obligations and exercise of rights under this Agreement, including the Regulation (EU) 2016/679 of 27 April 2016, General Data Protection Regulation (the “GDPR”), the California Consumer Privacy Act (the “CCPA”), as amended by the California Privacy Rights Act (the “CPRA”), Brazil’s Lei Geral de Proteção de Dados Pessoais (“LGPD”), and other U.S. federal or state data privacy and data protection laws, and related implementing regulations (collectively, “Data Privacy Laws”).

10.2 Customer Warranties. You warrant that (a) you have complied, and shall continue to comply, with Data Privacy Laws in your collection, processing and provision to us of personal information; and (b) you shall not process any personal information using the Services, or permit us to process any personal information, in breach or contravention of any order issued to, or limitation of processing imposed on, you by any regulatory authority.

10.3. Privacy Notice. Please read our Privacy Notice for information regarding how we collect, use, and disclose your personal information and personal information in Customer Data, and the privacy rights available to you when you use and interact with the Services

10.4 Data Processing Addendum. To the extent we process your contacts’ or customers’ personal information that is protected by Data Privacy Laws as a processor on your behalf (all as defined in our Data Processing Addendum (“DPA”)), you and us will be subject to and comply with the DPA, which is incorporated into and forms an integral part of this Agreement. The DPA sets out our obligations with respect to data protection and security when processing your personal information on your behalf in connection with the Services.

10.5 Sensitive Information. You will not import or incorporate into content you upload to our servers any of the following information: social security numbers; national insurance numbers; credit card numbers; passwords; security credentials; protected health information; or nonpublic personal information of any kind. If you are a covered entity under the Health Insurance Portability and Accountability Act of 1996 and you believe the content you import to our servers may constitute protected health information due to its association with your account, you should contact us at legal@bablahblah.com to request a business associate agreement (“BAA”) prior to using the Services with your contacts. Whether or not we enter into a BAA with you, this Agreement, including the prohibition on importing or incorporating nonpublic personal information, remain in effect for your account. You agree not to import or incorporate any protected health information in the Services other than the fact that the individuals on your contact lists may have a relationship with your business.

11. Unsubscribe. Every email message sent in connection with the Services must contain an “unsubscribe” link that allows contacts to remove themselves from your mailing list. BaBlahBlah will manage this opt-out function for email only.

12. Term and Termination.

12.1 Term and Automatic Renewal. The term of this Agreement shall be monthly, or to the extent applicable, the period specified in your Order Form (the “Initial Term”). The Initial Term shall automatically renew for additional monthly periods or as specified in your Order Form (each a “Renewal Term”, and together with the Initial Term, the “Term”).

12.2 Termination. To terminate your account or subscription for any of the Services, simply cancel your account. Except as otherwise agreed to by us in writing, there are no refunds for any pre-paid Fees. We may terminate this Agreement at any time without cause. All data related to your account will be deleted when you cancel your account. WE ARE NOT RESPONSIBLE FOR YOUR FAILURE TO PROPERLY TERMINATE YOUR ACCOUNT AND/OR SUBSCRIPTION TO THE SERVICES OR FOR ANY CREDIT CARD OR OTHER CHARGES OR FEES YOU INCUR AS A RESULT OF YOUR FAILURE TO PROPERLY TERMINATE YOUR ACCOUNT AND/OR SUBSCRIPTION.

12.3 Effect of Termination or Expiration. Upon termination or expiration of your account and/or subscription for the Services, this Agreement and any rights or licenses granted to you hereunder shall immediately terminate, except that (a) all sections of this Agreement that by their nature should survive termination will survive termination, and (b) you will continue to be responsible for redemption of coupons and fulfillment for Store Content sold or Promotions and Deals run prior to such termination in accordance herewith and any promises you made with respect to the funds associated with any Donation Campaigns. If your account is classified (in our sole discretion) as inactive for over 120 days, we have the right to permanently delete any of your content.

13. Indemnification. You hereby agree to defend, indemnify and hold us, our officers, directors, employees, affiliates, subsidiaries, licensors, agents, members, sponsors, investors, agents, and representatives (each, an “Indemnified Party”) harmless from any losses, damages, judgments, fines, reasonable attorneys’ fees, and costs, in connection with any third party claims arising out of or relating to (a) any actual or alleged breach by you of this Agreement, (b) your contacts and content, including the content or effects of any messages you distribute, websites you publish, events you host, surveys you administer, social media campaigns you publish, or Your Products (including claims relating to violations of law, false advertising, injuries, illness, damages, death, taxes, fulfillment, defective products or services or unclaimed property), or (c) otherwise arises from or relates to your use of the Services. Any settlement that does not fully release the Indemnified Party from liability or which would impose any monetary, injunctive or other obligation or restriction upon the Indemnified Party shall be subject to the Indemnified Party's prior written approval. The Indemnified Party may participate in the defense of the claim with counsel of its choosing at its expense; provided, that if you fail to promptly assume the defense or settlement of the claim, the Indemnified Party may assume sole control of the defense of the claim at your expense.

14. Representation and Warranties.

14.1 You represent and warrant that (a) you have all necessary rights and consents to post and distribute Your Products through the Services, (b) that Your Products will (i) not infringe, misappropriate, or otherwise violate the Intellectual Property Rights or other rights of any third party, (ii) not constitute defamation, invasion of privacy or publicity, or otherwise violate any similar rights of any third party, (iii) not be used in any activity in violation of the law or to promote such activities, including a manner that might be illegal or harmful to any person or entity, and (iv) comply with applicable industry standards, and (c) that your use of the Services will not violate any rules, restrictions, policies, or requirements of your email service provider, internet service provider or other applicable service provider.

14.2 Warranty Disclaimer; Remedies; Release.

(i) YOU EXPRESSLY AGREE THAT THE SERVICES (INCLUDING ANY CUSTOM SERVICE OFFERINGS) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICES, INCLUDING IN CONNECTION WITH YOUR PRODUCTS, AND ANY RELIANCE BY YOU UPON THE SERVICES, INCLUDING ANY ACTION TAKEN BY YOU BECAUSE OF SUCH USE OR RELIANCE, IS AT YOUR SOLE RISK. WE DO NOT WARRANT THAT THE USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR COMPLETELY SECURE, NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SAME. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. NO STATEMENT OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM US IN ANY MEANS OR FASHION SHALL CREATE ANY WARRANTY NOT EXPRESSLY AND EXPLICITLY SET FORTH IN THIS AGREEMENT.

(ii) NO CLAIM MAY BE ASSERTED BY YOU AGAINST US MORE THAN 12 MONTHS AFTER THE DATE OF THE CAUSE OF ACTION UNDERLYING SUCH CLAIM. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY FAILURE OR NONPERFORMANCE OF THE SERVICES SHALL BE FOR US TO USE COMMERCIALLY REASONABLE EFFORTS TO ADJUST OR REPAIR THE SERVICES.

(iii) TO THE EXTENT APPLICABLE LAW PERMITS, YOU RELEASE US FROM ANY CLAIMS OR LIABILITY RELATED TO (A) YOUR PRODUCTS, (B) ANY CONTENT POSTED ON OUR SERVICES OR IN ANY MATERIALS YOU SEND USING THE SERVICES, AND (C) ANY PROBLEMS THAT MAY ARISE FROM ANY REMOTE ACCESS TO YOUR COMPUTERS OR OTHER SYSTEMS YOU PROVIDE TO OUR PERSONNEL OR AGENTS FOR THE PURPOSE OF TROUBLESHOOTING ISSUES. YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 (IF YOU ARE A CALIFORNIA RESIDENT), AND ANY SIMILAR PROVISION IN ANY OTHER JURISDICTION (IF YOU ARE A RESIDENT OF SUCH JURISDICTION).

15. Limitation of Liability.

15.1 EXCEPT WITH RESPECT TO DEATH OR PERSONAL INJURY DUE TO OUR GROSS NEGLIGENCE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL BABLAHBLAH OR ANY OF ITS UNDERLYING SERVICE PROVIDERS, BUSINESS PARTNERS, ACCOUNT PROVIDERS, LICENSORS, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, DISTRIBUTORS OR AGENTS (COLLECTIVELY REFERRED TO FOR PURPOSES OF THIS SECTION AS “BABLAHBLAH”) BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY MONEY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES, EVEN IF BABLAHBLAH SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY, AND REGARDLESS OF THE FORM OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE), THE MAXIMUM AGGREGATE LIABILITY TO YOU ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE APPLICABLE SERVICES IN THE TWELVE (12) MONTHS PRIOR TO THE ACCRUAL OF THE APPLICABLE CLAIM, LESS ANY DAMAGES PREVIOUSLY PAID BY US TO YOU IN THAT TWELVE (12) MONTH PERIOD. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.

15.2 You agree that we have set our Fees and entered into this Agreement in reliance upon the disclaimers of warranty and the limitations of liability set forth herein, that they reflect an allocation of risk between the parties (including the risk that a contract remedy may fail of its essential purpose and cause consequential loss), and that they form an essential basis of the bargain between the parties.

16. Restricted Persons; Export of the Services or Technical Data. The Services are subject to export control and economic sanctions laws and regulations administered or enforced by the U.S. Department of Commerce, U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), U.S. Department of State, and other U.S. authorities (collectively, “U.S. Trade Laws”). You may not use the Services to export or re-export, or permit the export or re-export, of software or technical data in violation of U.S. Trade Laws. In addition, by using the Services, you represent and warrant that you are not (a) an individual, organization or entity organized or located in a country or territory that is the target of OFAC sanctions (including Cuba, Iran, Syria, North Korea, or the Crimea region of Ukraine), (b) designated as a Specially Designated National or Blocked Person by OFAC or otherwise owned, controlled, or acting on behalf of such a person, (c) otherwise a prohibited party under U.S. Trade Laws, or (d) engaged in nuclear, missile, chemical or biological weapons activities to which U.S. persons may not contribute without a U.S. Government license. Unless otherwise provided with explicit written permission, we do not register, and prohibit the use of any of the Services in connection with, any Country-Code Top Level Domain Name (“ccTLD”) for any country or territory that is the target of OFAC sanctions.

17. Third Party Websites and Services.

17.1 The Services contain links to websites operated by third parties, including our partners and Resellers and third-party suppliers and providers, which may include marketing and advertising services, social bookmarking services, social network platforms, publication and delivery services, payment processing services and other payment intermediaries or websites (each, a “Third Party Service”), some of which may have established relationships with us and some of which may not. We do not have control over the content and performance of Third Party Services. We have not reviewed, and cannot review or control, the material, including computer software or other goods or services, made available on Third Party Services, and we do not represent, warrant, or endorse any Third Party Services, or the accuracy, currency, content, fitness, lawfulness, or quality of the information, material, goods, or services available through Third Party Services. We disclaim, and you agree to assume, all responsibility and liability for any damages or other harm, whether to you or to third parties, resulting from your use of Third Party Services. We may terminate any Third Party Services' ability to interact with the Services at any time, with or without notice, and in our sole discretion, with no liability to you or to any third party.

17.2 You agree to abide by the terms and conditions of any applicable Third Party Service (including Facebook, Paypal, Google and Apple). Notwithstanding anything set forth herein to the contrary, you will abide by this Agreement regardless of anything to the contrary in your agreement with any third party and you shall not use such Third Party Service to avoid the restrictions set forth in this Agreement

18. Notice and Take Down Procedures.

18.1 If you believe any materials accessible on or from the Services infringe your copyright or other intellectual property, you may request removal of those materials (or access thereto) from the Services by contacting our copyright agent (identified below) and providing the following information:

(i) Identification of the copyrighted work that you believe to be infringed. Please describe the work, and where possible include a copy or the location (for example, the URL) of an authorized version of the work.

(ii) Identification of the material that you believe to be infringing and its location. Please describe the material, and provide us with its URL or any other pertinent information that will allow us to locate the material.

(iii) Your name, address, telephone number and (if available) email address.

(iv) A statement that you have a good faith belief that the complaint of use of the materials is not authorized by the copyright owner, its agent, or the law.

(v) A statement that the information that you have supplied is accurate, and indicating that “under penalty of perjury,” you are the copyright owner or are authorized to act on the copyright owner’s behalf.

(vi) A signature or the electronic equivalent from the copyright holder or authorized representative.

Our agent for copyright issues relating to the Services is as follows:

Compliance Manager

BaBlahBlah

Email: DMCA@bablahblah.com

For all email submissions please include the subject line: DMCA Takedown Request.

18.2 In an effort to protect the rights of copyright owners, we maintain a policy for the termination, in appropriate circumstances, of our customers who are repeat infringers.

19. Miscellaneous.

19.1 Full Force and Effect. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

19.2 Entire Agreement. Each party agrees that this Agreement, together with any Order Form or Statement of Work entered into by the parties, is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement and any Order Form or Statement of Work entered into by the parties pertaining to such subject matter, and that all waivers and modifications must be in writing signed by both parties, except as otherwise provided herein. However, in the event of a conflict between the provisions of this Agreement and any Order Form or Statement of Work entered into by the parties, the terms of such Order Form or Statement of Work, as applicable, shall prevail. No delay or omission by either party in exercising any right or remedy under this Agreement, an Order Form or Statement of Work, or existing at law or equity shall be considered a waiver of such right or remedy.

19.3 Assignment. You may not assign any of your rights hereunder. We may assign all rights to any other individual or entity in our sole discretion.

19.4 Further Assurances. You agree to execute any and all documents and take any other actions reasonably required or necessary to effectuate the purposes of this Agreement.

19.5 Force Majeure. We are not liable for any failure, default or delay in the performance of any part of the Services or of our obligations under this Agreement if such default or delay is caused, directly or indirectly, by forces beyond our reasonable control, including fire, flood, acts of God, changes to law or regulations, embargoes, labor disputes, accidents, insurrection, epidemic, pandemic, acts of war (declared or undeclared) or terrorism, riots, interruptions of transportation or communications, supply shortages or the failure of any third party to perform any commitment relative to the production or delivery of any equipment or material required for us to perform our obligations hereunder, including acts of hackers or third-party internet service providers.

19.6 Third Party Beneficiaries. Our affiliates, underlying service providers, business partners, third-party suppliers and providers, account providers, licensors, officers, directors, employees, distributors and agents are expressly made third party beneficiaries of this Agreement. Except as set forth in the immediately preceding sentence, nothing express or implied in this Agreement is intended to confer, nor shall anything herein confer, upon any person other than the parties and the respective permitted successors or assigns of the parties, any rights, remedies, obligations or liabilities whatsoever.

19.7 Titles. The titles of the paragraphs of this Agreement are for convenience only and have no legal or contractual effect.

19.8 Relationship of the Parties. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties. Neither party, by virtue of this Agreement, will have any right, power, nor authority to act or create an obligation, express or implied, on behalf of the other party.

19.9 Attorneys’ Fees. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover its costs and attorneys’ fees.

19.10 Governing Law and Legal Actions. You hereby submit to the exclusive jurisdiction of the American Arbitration Association (“AAA”) in connection with any dispute relating to, concerning or arising out of this Agreement, whether in contract, tort, fraud, misrepresentation or any other legal theory. The arbitration will be conducted before a single arbitrator and will be held at the AAA location in the State of Florida, unless you are a “consumer” as defined under the AAA rules. Disputes with consumers, as therein defined, will be resolved by binding arbitration conducted under the AAA’s Consumer Arbitration Rules, as applicable. Consumers may request that the arbitration occur in or near the city/state stated in your account record with us.

ARBITRATION MUST BE ON AN INDIVIDUAL BASIS. THIS MEANS NEITHER YOU NOR WE MAY JOIN OR CONSOLIDATE CLAIMS IN ARBITRATION BY OR AGAINST OTHER CUSTOMERS, SUBSCRIBERS OR USERS, OR LITIGATE IN COURT OR ARBITRATE ANY CLAIMS AS A REPRESENTATIVE OR MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. Only a court, and not an arbitrator, shall determine the validity and effect of the class action waiver. Even if all parties have opted to litigate a claim in court, you or we may elect arbitration with respect to any claim made by a new party or any new claims later asserted in that lawsuit. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules, unless otherwise stated in this Section. In the event you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, we will pay as much of your filing, administrative, and arbitrator fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. No arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration. If you initiate a litigation or any other proceeding against us in violation of this paragraph, you agree to pay our reasonable costs and attorneys’ fees incurred in connection with its enforcement of this paragraph. The parties shall maintain the confidential nature of the arbitration proceeding and any award, including the hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision. This Agreement and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, exclusive of conflict or choice of law rules. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the provision in the preceding paragraph with respect to applicable substantive law, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C., Secs. 1-16).

19.11 Equitable Relief. Your violation of this Agreement may cause irreparable harm to us. Therefore, we have the right to seek injunctive relief or other equitable relief if you violate this Agreement.

19.12 Additional Information. If you have any questions about the rights and restrictions above, or would like to report any inaccuracies or errors, please contact us by email at support@baBlahBlah.com

BaBlahBlah.com Acceptable Use Policy

Last Modified: May 11, 2023

This BaBlahBlah.com Acceptable Use Policy ("AUP") applies to your use of any the Services by BaBlahBlah.com (also referred to herein as “us”, or “we”). This AUP is designed to ensure compliance with the laws and regulations that apply to the Services and protect the interests of our customers and their customers, as well as our goodwill and reputation. By using any of the Services, you are agreeing to the terms of this AUP. The examples described in this AUP are not exhaustive and may change from time to time. If a term is capitalized in this AUP but not defined, it has the meaning given to it in our Terms of Service.

We will enforce and ensure compliance with this AUP, as determined in our sole discretion, by using methods we consider to be appropriate. We may also suspend or terminate your use of any of the Services pursuant to our Terms of Service for non-compliance of this AUP.

SPAM. You may not send spam through our Services.
1. What is Spam?
  - In general, Spam, as applied to email, means "Unsolicited Bulk Email".
    - “Unsolicited” means that the recipient has not granted the sender affirmative consent (permission) to email them.
    - “Bulk” means that the message is sent as part of a larger collection of messages, all having materially similar content.
2. One-to-one commercial emails are spam when they violate the U.S. CAN-SPAM Act of 2003 and any rules or regulations adopted under such act (the “CAN-SPAM Act”), or other anti-spam laws. One-to-one commercial emails are also spam if personal information that is subject to GDPR is processed to send emails and recipients are not provided notice and you do not establish a lawful basis of processing.
3. You may not use our Services to send: (a) spam in violation any other applicable anti-spam law;
4. Email sent through our Services may not: (a) contain invalid headers or invalid domain names; (b) misrepresent, hide or obscure any information in identifying the point of origin or the transmission path of the email; (d) use a third party's internet domain name without consent; (e) contain false or misleading content, including in the subject line; or (f) use our trademark(s), tagline(s), or logo(s) without our prior written consent.
5. You agree to use only contact lists in connection with the Services for which all listed parties have consented to receive correspondence from you by not using the opt-out feature for receiving emails from you.

1. You agree that you are the sole or designated “sender” (as such term is defined in the CAN-SPAM Act) of any message sent by you using the Services. Similarly, for messages sent to Canadian email accounts, you are the sole person sending or causing or permitting the message to be sent by you using the Services (within the meaning of CASL).
2. Further guidance. Please refer to our Anti-Spam Guidelines for further guidance on spam and ways to properly use our Services to avoid violation of this AUP.
Restrictions on Use. You agree to comply with the following in connection with your use of the Services:
1. You may not access or use the Services in a way that uses technology or other means to access, index, re-render, frame, mirror, truncate, add to, inject, filter or link to the Services that is not authorized by us (including by removing, disabling, bypassing, or circumventing any content protection or access control mechanisms intended to prevent the unauthorized use, download, linking, framing, reproduction, access to, or distribution of the Services).
2. You shall not use the Services for timesharing or service-bureau purposes or otherwise for the benefit of a third party (except as expressly permitted by our partner programs).
3. Unless you are an authorized reseller of the Services, you may not display, copy, reproduce, or distribute any software embedded in the Services, any component thereof, any documentation provided in connection with the Services, or any content, including but not limited to newsletters distributed to you by us in connection with the Services.
4. You may not use the Services in a way that damages, disables, overburdens, impairs, or gains unauthorized access to the Services, including our servers, computer network, or user accounts.
5. You may not use the Services in a way that removes, modifies, disables, blocks, obscures or otherwise impairs any advertising in connection with the Services.
6. You may not copy, display, distribute, download, license, modify, publish, re-post, reproduce, reuse, sell, transmit, or otherwise use the content of the Services for public or commercial purposes without our express written permission.
7. You shall not interfere with or disrupt the Services or any related or networks connected to the Services.
8. You shall not restrict or inhibit any other user from enjoying and using the Services.
9. You shall not send content created in the Services through another service without our prior written approval.
10. You shall not set up multiple accounts for any individual or organization in order to send substantially similar content unless you are part of a franchise.
11. You shall not use documents or images hosted by us on servers controlled by us for any purpose whatsoever other than in connection with the Services. If you own the document or image, you can use it outside of the Services provided it is not hosted by us.
12. You shall not include any incentives (e.g., coupons, discounts or awards) in any messages you send by means of the Services that encourage a recipient to forward the message to another recipient, other than as expressly encouraged and permitted within the applicable Service.
13. You shall not use the Services to send SMS, multimedia messaging, or other text messages or push notifications using a feature of the Services not designed for that purpose and that violate the Telephone Consumer Protection Act of 1991 (TCPA) or any other applicable telemarketing or telephone consumer protection law or regulation.
14. You shall not market to third party voter registration lists or party lists obtained in which the specific candidate did not collect explicit consent;
15. You shall not use any image we make available in connection with our Services in a way that places any person depicted in the image in a way that a reasonable person would find offensive, including the use of images (i) in pornography or sexual products; (ii) in ads for tobacco products in a manner that suggests any such person is a user of tobacco products; (iii) in connection with political endorsements in a manner that suggests any such person is a supporter of a particular politician; (iv) in advertisements and/or promotional materials for pharmaceutical, healthcare, herbal or medical products if such the use implies that the depicted person suffers from a physical or mental infirmity, ailment or condition; or (v) in any manner that is libelous, defamatory, scandalous, threatening, or harassing;
16. You shall not use any image we make available in connection with our Services or services as a trademark, service mark, or logo; or
17. You shall not provide content or communicate with subscribers for the primary purpose of affiliate marketing, including but not limited to communications where there is no direct relationship with the product other than affiliate commissions, communications that contain multiple disparate affiliate links, or communications sent for the primary purpose of affiliate commissions. This prohibition would not apply to communications that include occasional affiliate links or links to products that are related to the business establishing the BaBlahBlah account.
18. In addition, we reserve the right to prohibit the use of the Services by any person or company in our sole discretion.
Prohibited Content. Our Services may not be used by any person or organization that creates, displays, markets, sends, or sells (as applicable) content that:
1. Exploits children under eighteen (18) years of age, including child sexual abuse material (CSAM) or content that is harmful to minors (CSAM will be suspended immediately without notice and reported to law enforcement and/or the National Center for Missing and Exploited Children);
2. Includes any personally identifying information or private information about anyone without his or her consent, including children under eighteen (18) years of age without their parents' consent;
3. Promotes, encourages, or facilitates hate speech, violence, discrimination based on race, color, sexual orientation, marital status, gender or identity expression, parental status, religion or creed, national origin or ancestry, sex, age, physical or mental disability, veteran status, genetic information, citizenship and/or any other characteristic protected by law;
4. Is grossly offensive, including blatant expressions of bigotry, prejudice, racism, hatred or excessive profanity or that is obscene, lewd, lascivious, filthy, excessively violent, harassing or otherwise objectionable;
5. Is libelous, defamatory, scandalous, threatening, or harassing activity;
6. Advocates, promotes or otherwise encourages criminal activity or violence against any governments, organizations, groups or individuals or that provides instruction, information or assistance in causing or carrying out such criminal activity or violence;
7. Introduces viruses, worms, Trojan horses, spyware or other harmful code;
8. Is materially false, inaccurate, or misleading in a way that could deceive or confuse others about important events, topics, or circumstances;
9. Impersonates others or falsely states or misrepresents their affiliation with any person, group or entity (including by “spoofing,” “phishing,” manipulating headers or other identifiers) including falsely implying that they are affiliated with or endorsed by us or any other third party, or access the Services via another user’s account without their permission;
10. Infringes, misappropriates or otherwise violates the intellectual property rights of others, including authors, artists, or photographers;
11. Sells or promotes any products or services that are unlawful in the location at which the content is posted or received;
12. Provides, sells or offers to sell any of the following products or content (or services related to the same):

(i) Pornography or illicitly pornographic sexual products, including but not limited to adult magazines, video and software, escort services, or dating services; provided, however, the foregoing prohibition shall not apply to established retail home-based party businesses;

(ii) Illegal drugs and contraband that are unlawful in the location at which the content is posted or received;

(iii) Illegal goods, pirated software or media; or

(iv) Instructions on how to assemble or otherwise make bombs, grenades or other weapons.

1. Disparages us, our partners, vendors, or affiliates; or
2. Authorizes, permits, enables, induces or encourages any third party to do any of the above.
Prohibited products or services. Some industries have higher than average abuse complaints (including spam), which can directly impact our ability to provide our Services to our customers. Some examples of these industries may include:
1. Online and direct pharmaceutical sales, including but not limited to health and sexual well-being products, prescription and counterfeit drugs;
2. High-risk financial services (including payday loans, short-term high-interest loans, student loans, third-party auto or mortgage loans, debt collection and forgiveness, credit repair, and debt relief offerings)
3. Data or list brokers, list rental services, or similar industries;
4. Promotion of stocks or stock message boards;
5. Work-at-home offers promoting "get rich quick," "build your wealth" and "financial independence;"
6. Pyramid schemes or multi-level channel, network and/or referral marketing (MLM) businesses used for prospecting or recruiting;
7. Odds making and betting/gambling services, including but not limited online poker, casino games, college and pro sporting events ; or
8. Cryptocurrency, including any form of digital currency.
Trademark Use

Unless you have our prior written permission, you may not use any of our name, logo, tagline or other mark or Services, or any identifier or tag generated by our Services, including without limitation: (a) as a hypertext link to any website or other location that is not part of our Services; or (b) to imply identification with us as an employee, contractor, agent or other similar representative capacity. You also agree not to remove or alter any of these items as we may have provided or enabled.

Reporting Suspected Violations

We encourage users of the Services and recipients of content sent through the Services to report suspected violations of this AUP to us by forwarding a copy of the received email to legal@bablahblah.com. We will investigate these reports and respond in the way we consider appropriate.

General Terms

In the event that you engage in any of the activities listed above, we reserve the right to terminate your access to or use of the Services, disable your account or access to the Services, and remove all or a portion of your content, in each case at any time, with or without notice and without refund. You acknowledge we may disclose information regarding your use of any of our Services to satisfy any law, regulation, government request, court order, subpoena or other legal process. We may, in our sole discretion, also report your activity to the applicable legal authorities or third parties for abuse or fraud prevention. If we make this type of required disclosure we will notify you, unless we are required to keep the disclosure confidential.

Changes

We may update and change any part or all of this AUP. If we update or change this AUP, the updated AUP will be posted and any such updates will be effective upon posting. When we update this AUP, the "Last Modified" date above will be updated to reflect the date of the most recent version. Your continued use of the Services constitutes your acceptance of the modified AUP. We encourage you to review this AUP periodically.

BaBlahBlah.com Community Terms and Conditions

PLEASE READ THESE COMMUNITY TERMS AND CONDITIONS OF USE CAREFULLY. THESE TERMS MAY HAVE CHANGED SINCE YOUR LAST VISIT TO THIS WEBSITE AND TO THE COMMUNITY. YOU AGREE TO CHECK FOR UPDATES TO THESE TERMS. BY ACCESSING THE COMMUNITY OR USING THIS WEBSITE OR THE BABLAHBLAH PRODUCTS, YOU INDICATE YOUR ACCEPTANCE OF THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS, THEN YOU MAY NOT USE THE COMMUNITY.

Last revised July 2016

BaBlahBlah Community Terms and Conditions of Use

These BaBlahBlah Community Terms and Conditions of Use of Dr Seuzz, LLC. ("BaBlahBlah," “BaBlahBlahcom,” "we," or "us"), together with the BaBlahBlah Website and Products Terms and Conditions of Use and the BaBlahBlah Privacy Statement (collectively, the "Terms"), govern your use of BaBlahBlah's Community (the "Community"). These Terms describe the permitted and prohibited uses of the Community, among other things. Your access or use of the Community in any way evidences your acceptance of the then current version of these Terms, and any related rules and guidelines. We reserve the right to modify these Terms at any time and without notice, effective upon posting of the modified Terms on the Community or our other websites. Your access to or use of the Community after such posting or notification constitutes your acceptance of such modifications. Your violation of these Terms may result in the suspension or termination of your access or use of the Community.

We are not responsible for and do not endorse, support or otherwise approve of any product or services advertised on the Community. Messages, promotional materials, feedback, reviews and other content, including images and videos, posted to the Community by the Community members (the "Third Party Materials") are solely the opinion and responsibility of the person posting the same.

We have the right (but not the obligation), (a) to pre-screen or review any postings to the Community and (b) to monitor and edit or remove any activity, content or posting on the Community for any reason in our sole discretion. Unless otherwise required by applicable law, we have no duty to correct any false, misleading or erroneous statements or content of any third party on any part of the Community.

Use Your Common Sense

The Community is intended to provide our customers with the opportunity to exchange useful information. Visitors to the Community may include individuals, businesses and non-profits, small businesses, subject matter experts and novices. As a result, some postings could reflect considerable technical experience and insight, while others might not. You are responsible for exercising your judgment in evaluating and acting on (or ignoring) other participants' postings in the Community.

Participants may post hypertext links to content hosted and maintained by third parties to the Community. We do not moderate or control these linked sites, and are not responsible for them. Your access to any linked sites and use of any content found at such sites is at your own risk, so you should use good judgment before you click on any link or access any linked site.

Advertisement, in the body of postings may be permissible if it is an appropriate product or service for our customers. However, we reserve the right to remove or edit posts that are used solely or primarily for advertising purposes.

Be Thoughtful About Your Postings

The Community benefits from postings that express relevant, well-reasoned and thoughtful content. Some ways to start a great thread include:

Don't just ask a question... share your insights.
Respond to the specific issues raised in previous posts.
Provide additional details or facts to explain or illustrate your comments.

Violations

The section lists common examples of violations that may result in immediate post removal, warning, board sanction and/or suspension from the site. By joining the Community, you agree to be subject to the BaBlahBlah Prohibited Content and Commerce Statement and Anti-Spam Policy and may not upload, post or otherwise transmit any content (including but not limited to text, links, communications, software, images, videos, sounds, data or other information) or otherwise use in the Community materials that would violate such policies if they were sent via our products or services. In addition, you further agree not to take inappropriate actions, such as:

"Bombing" the Community or individual threads with repetitive, pointless or irrelevant posts;
Using JavaScript or active code, making repetitive posts, or otherwise taking actions that interfere with site operations;
Posting materials unrelated to the conversation in which they are posted;
"Flaming" other users or any entities in a manner that might incite or perpetuate a conflict or argument, including attacks of any kind;
Threatening, intimidating, harassing or bullying BaBlahBlah staff or other Community members, or promoting harm or inciting violence toward BaBlahBlah or the Community in any way;
Impersonating other individuals or falsely representing your identity or qualifications;
Posting content under secondary usernames or other aliases for the purpose of either supporting or belittling others;
Posting content that breaches another users' privacy, e.g., contain personal or sensitive information such as name, address, phone or other identifying information;
Directing participants to any content or information that, if posted in the Community, would constitute a violation of these Terms, including another individual's contact information and/or email address;
Attempting to impersonate BaBlahBlah staff or other Community members;
Encouraging others to violate BaBlahBlah policies and terms;
Refusing to follow BaBlahBlah staff instructions;
Posting email content from private parties;
Posting advertisements, URLs, item numbers or websites in the title of a threaded discussion;
Posting content about BaBlahBlah’s competitors;
Posting listing reports or member violations; and
Discussing or reposting deleted posts or warning letters, or discussion of sanctioned or no longer registered members.

A sanction or suspension of one account will apply to all of that member's accounts and may apply to members of the same company. The use of false registration information or creation of multiple accounts for use on the Community for the purpose of disruption or to avoid detection may result in permanent sanction or suspension of all associated registrations.

Feedback, Reviews, Comments and Other Content

If you post content or submit material to the Community, you grant us a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media. You grant us and our sublicensees the right to use the name that you submit in connection with such content, if we or they choose. You represent and warrant that you own or otherwise control all of the rights to the content that you post; that the content is accurate; and that use of the content does not violate these Terms.

BaBlahBlah Account

You agree that all information provided in your profile is accurate, true, current and complete, and that you will keep it updated. BaBlahBlah may terminate your account for any reason, including if any of the information provided is found to be inaccurate, false, out of date or incomplete.

Privacy

Any information that you post in the Community is posted at your own risk, and can be obtained and used by others. Do not reveal information that you do not want to make public in the Community, such as your contact information or email address. We respect and protect the privacy of our customers and those who use our websites. Please see our Privacy Statement for details of our approach to privacy and how we collect, use and protect your personal information.

Community Moderators

We reserve the right to manage the Community in order to facilitate the orderly distribution of information through, the Community. For that purpose, we may, at our election, designate representatives to act as moderators for the Community ("Moderators"). The Moderators cannot and do not review or respond to every post or email. Our employees may also comment on the Community and will be identified as BaBlahBlah employees in their profiles or by other means (the “BaBlahBlah Employee Posters”). The Moderators and the identified BaBlahBlah Employee Posters are the only authorized representatives of BaBlahBlah on the Community. Any BaBlahBlah employees who are not designated as Moderators or identified as BaBlahBlah Employee Posters are not authorized to represent themselves on the Community as a BaBlahBlah employee; therefore they are not providing official BaBlahBlah responses. We are not responsible for content provided by any BaBlahBlah employee who is not designated as a Moderator or identified as a BaBlahBlah Employee Poster.

Community Watch

You may assist us in making the Community an effective community for participants. If you detect violations of these Terms, email: legal@BaBlahBlah.com. We will determine what, if any, action it will take against persons who violate these Terms, which could include the termination of one's privilege to use the Community or, in certain circumstances, referral to the appropriate authorities for action.

Modifications to the Community

We reserve the right, at any time and from time to time, to delete, modify, edit, suspend or discontinue, temporarily or permanently, the Community (or any part thereof, including any postings) with or without notice. You agree that we shall not be liable to you or to any third party for any deletion, modification, suspension or discontinuance of the Community.

Notice and Take Down Procedures; Copyright Agent

If you believe any postings or other materials in the Community infringe your copyright or other intellectual property, you may request removal of those materials (or access thereto) from the Community by contacting BaBlahBlah's copyright agent (identified below) and providing the following information:

Identification of the copyrighted work that you believe to be infringed. Please describe the work, and where possible include a copy or the location (for example, URL) of an authorized version of the work.
Identification of the material that you believe to be infringing and its location. Please describe the material, and provide us with its URL or any other pertinent information that will allow us to locate the material.
Any information required to be included in a copyright infringement report under the United Kingdom Digital Economy Act 2010 (as we shall notify to you from time to time and request from you as necessary).
Your name, address, telephone number and (if available) email address.
A statement that you have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent, or the law.
A statement that the information that you have supplied is accurate, and indicating that "under penalty of perjury," you are the copyright owner or are authorized to act on the copyright owner's behalf.
A signature or the electronic equivalent from the copyright holder or authorized representative.

BaBlahBlah's agent for copyright issues relating to this website is as follows:

Compliance Manager
Email: DMCA@constantcontact.com

For all email submissions please include the subject line: DMCA Takedown Request.

In an effort to protect the rights of copyright owners, we maintain a policy for the termination, in appropriate circumstances, of BaBlahBlah account holders who are repeat infringers.

Disclaimer of Warranties and Limitation of Liability

MOST OF THE THIRD PARTY MATERIALS ARE PROVIDED BY THIRD PARTIES NOT AFFILIATED WITH US. SUCH THIRD PARTY MATERIALS ARE THE SOLE RESPONSIBILITY OF THE PERSON OR ENTITY ORIGINATING SUCH MATERIALS. YOU AGREE THAT WE DO NOT ENDORSE, CONTROL, AND ARE NOT RESPONSIBLE OR LIABLE IN ANY WAY FOR SUCH THIRD PARTY MATERIALS OR FOR ANY PURCHASE OR OTHER TRANSACTION RESULTING FROM OR ASSOCIATED WITH YOUR USE OF THE COMMUNITY.

YOU EXPRESSLY AGREE THAT THE COMMUNITY (INCLUDING THE THIRD PARTY MATERIALS) ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. USE OF THE COMMUNITY (INCLUDING THE THIRD PARTY MATERIALS) AND ANY RELIANCE BY YOU UPON THE SAME, INCLUDING ANY ACTION TAKEN BY YOU BECAUSE OF SUCH USE OR RELIANCE, IS AT YOUR SOLE RISK. WE DO NOT WARRANT THE ACCURACY, RELIABILITY, COMPLETENESS, USEFULNESS, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR QUALITY OF ANY THIRD PARTY MATERIALS OR THE COMMUNITY ITSELF. WE DO NOT WARRANT THAT THE USE OF THE COMMUNITY WILL BE UNINTERRUPTED OR ERROR FREE, NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SAME. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. WE DO NOT WARRANT THAT THE COMMUNITY IS SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, OR OTHER LIMITATIONS. NO STATEMENT OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM US IN ANY MEANS OR FASHION SHALL CREATE ANY WARRANTY NOT EXPRESSLY AND EXPLICITLY SET FORTH IN THESE TERMS.

WE SHALL HAVE NO LIABILITY OF ANY NATURE WHATSOEVER FOR YOUR COMPLIANCE WITH OR BREACH OF ANY LICENSE OR TERMS AND CONDITIONS OF ANY THIRD PARTIES OR THIRD PARTY SERVICES.

NO CLAIM MAY BE ASSERTED BY YOU AGAINST US MORE THAN 12 MONTHS AFTER THE DATE OF THE CAUSE OF ACTION UNDERLYING SUCH CLAIM. TO THE EXTENT THE LAW PERMITS, YOU RELEASE US FROM ANY CLAIMS OR LIABILITY RELATED TO THE COMMUNITY (INCLUDING THE THIRD PARTY MATERIALS). YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 (IF YOU ARE A CALIFORNIA RESIDENT), AND ANY SIMILAR PROVISION IN ANY OTHER JURISDICTION (IF YOU ARE A RESIDENT OF SUCH JURISDICTION).

EXCEPT WITH RESPECT TO DEATH OR PERSONAL INJURY DUE TO THE NEGLIGENCE OF BABLAHBLAH, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL BABLAHBLAH OR ANY OF ITS UNDERLYING SERVICE PROVIDERS, BUSINESS PARTNERS, THIRD PARTY SUPPLIERS AND PROVIDERS, ACCOUNT PROVIDERS, LICENSORS, OFFICERS, DIRECTORS, EMPLOYEES, DISTRIBUTORS OR AGENTS (COLLECTIVELY REFERRED TO FOR PURPOSES OF THIS SECTION AS "BABLAHBLAH") BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY MONEY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES, EVEN IF BABLAHBLAH SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY, AND REGARDLESS OF THE FORM OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE), THE MAXIMUM AGGREGATE LIABILITY OF BABLAHBLAH TO YOU ARISING IN CONNECTION WITH THESE TERMS SHALL BE LIMITED TO $100, LESS ANY DAMAGES PREVIOUSLY PAID BY BABLAHBLAH TO YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.

You agree that we have entered into these Terms in reliance upon the disclaimers of warranty and the limitations of liability set forth herein, that they reflect an allocation of risk between the parties (including the risk that a contract remedy may fail of its essential purpose and cause consequential loss), and that they form an essential basis of the bargain between the parties.

Indemnification

Per the terms of the BaBlahBlah Website and Products Terms and Conditions of Use, you agree to defend, indemnify and hold harmless us and our business partners, affiliates, third-party suppliers and providers, licensors, officers, directors, employees, distributors and agents from and against any damages, losses, liabilities, penalties, settlements and expenses (including costs and reasonable attorneys' fees) in connection with any claim or action that (a) arises from any actual or alleged breach by you of these Terms; (b) arises from your use of the Community (including the Third Party Materials), (c) arises from any transaction completed in connection with your use of the Community, (d) arises from your violation of any rights of another, or (e) arises from your activities or postings in the Community. You agree to provide us with prompt written notice in the event of any such claims or actions. In addition, you acknowledge and agree that we have the right to seek damages when you use the Community for unlawful purposes, in an unlawful manner, or in a manner inconsistent with the terms of these Terms, and that such damages may include, without limitation, direct, indirect, special, incidental, cover, reliance and/or consequential damages. In the event that we are required to respond to a third party or law enforcement subpoena or court order that is related to your use of the Community, we may, in our sole discretion, require you to reimburse us for our reasonable expenses associated with complying with such subpoena or order.

Miscellaneous

Only persons aged 18 or over may access and use the Community, without regard to whether an adult actually owns the registration or parental/guardian permission. Reporters, researchers, and third party representatives need permission prior to posting, emailing members, or publishing Community content in their official capacity.

These Terms are a complete statement of the agreement between you and BaBlahBlah and set forth the entire liability of BaBlahBlah and your exclusive remedy with respect to your access and use of the Community. In the event of a conflict between these BaBlahBlah Community Terms and Conditions of Use and either the BaBlahBlah Privacy Statement or the BaBlahBlah Website and Products Terms and Conditions of Use, these BaBlahBlah Community Terms and Conditions of Use shall prevail. The agents and employees of BaBlahBlah are not authorized to make modifications to these Terms, or to make any additional representations, commitments or warranties binding on BaBlahBlah.

Any waiver of the terms herein by us must be in a writing signed by an authorized officer of BaBlahBlah and expressly referencing the applicable provisions of these Terms.

Your privilege to use or access the Community may be terminated by us immediately and without notice for any reason, including if you fail to comply with any term or condition of these Terms. Upon such termination, you must immediately cease accessing or using the Community.

If any provision of these Terms is invalid or unenforceable under applicable law, then it shall be, to that extent, deemed omitted and the remaining provisions will continue in full force and effect.

These Terms shall be governed by the laws of the state of Florida, USA and all claims relating to or arising out of these Terms, or the breach thereof, whether sounding in contract, tort or otherwise, shall likewise be governed by the laws of the state of Florida, USA, in each case, without regard to its choice or law or conflict of laws provisions. All legal actions in connection with these Terms shall be brought in the state or federal courts located in state of Florida, USA

BaBlahBlah Anti-Spam Guidelines

Last Modified date: May 11, 2023

At BaBlahBlah, we take Spam seriously.

Many people today are unaware that there is a cost associated with sending unwanted or unsolicited email. For small businesses and non-profit organizations the principal costs are poor reputation and lost revenue. For customers and prospects of small businesses and non-profit organizations, receiving unwanted or unsolicited email is not only frustrating and time consuming; it can also provoke negative reactions towards those who send it. Let's face it, who wants to patronize a business or make a donation to an organization that doesn't consider your preferences or respects your time.

Likewise, there is a cost to processing and filtering unwanted and unsolicited email. This cost is placed squarely on the shoulders of the internet service providers (ISPs) and mail administrators that filter 'spam' from their users. With over 85% of all email traffic today considered "Spam" sent from individuals with malicious intent, there's no wonder why ISPs condemn the sending of unsolicited email and employ complex filtering to protect their customers from it.

With email marketing it's all about the recipients. Remember, it's the ISPs and recipients that control the email-marketing channel. Unlike many other marketing channels, recipients can easily react to email they don't want. It's as easy as hitting the "Spam" or "Junk" button, or forwarding the email to a third party blocklist. The result? If enough recipients report the mail they receive from a specific sender as unwanted or unsolicited, both the sender and BaBlahBlah may be blocked from delivering mail in the future.

That's why BaBlahBlah has a no tolerance spam policy. Please see our Acceptable Use Policy for further details.

At BaBlahBlah we want all of our customers sending emails their contacts really want to receive.

What is Spam?

Spam is often in the eye of the beholder. If you ask ten different people for a definition of spam, you will probably get ten different answers. So here’s our best explanation:

Spam, as applied to email, means "Unsolicited Bulk Email".
Unsolicited means that the recipient has not granted the sender affirmative consent (permission) to email them.
Bulk means that the message is sent as part of a larger collection of messages, all having materially similar content.

Okay, so what does "Affirmative Consent" mean?

The term "affirmative consent" means the recipient has expressly consented to receive the message from you, either in response to a clear and conspicuous request, or at the recipient's own initiative. The consent must be specific to you.

Spam is an issue of consent, not content!

Oftentimes, senders that receive elevated rates of spam complaints say "But I'm not sending weight loss product ads or get-rich-quick scams, so I'm not spamming." This is not necessarily true. Spam has nothing to do with the content within emails; provided that there are some regulations around what can't be sent and BaBlahBlah has an Acceptable Use Policy that addresses certain content related considerations. It's all about whether one has obtained prior affirmative consent to send to their contacts.

So why is BaBlahBlah so tough when it comes to Spam?

It's simple really. Spam complaints have a negative impact towards the sender AND BaBlahBlah.

What happens if a customer receives a lot of Spam complaints or runs into compliance problems?

BaBlahBlah's Compliance team is here to work with customers, because ultimately their success is our success. If we identify a customer not performing up to our standards, we'll first ask a lot of questions. We'll try and understand the customer’s business as well as their marketing goals. We'll talk about their messaging to try to uncover the root cause of the problem. We may also ask that they try different action plans to remediate the problem. Again, we want to incubate success. But yes, there are times when we determine that a list is simply too problematic to work with, and we'll require that it be removed from the account. Also, in certain instances, we'll ask that a customer find another service provider because our goals are simply not compatible.

How do I become a responsible mailer?

Cultivate affirmative consent.

Connect with your customers or members on a regular basis. They will be more open to emails if you are active on the site in your Group.

Set proper expectations around content and frequency.

Let your contacts know exactly the type of content you'll be sending and don't stray far from the course. Remember, it's about them - not you.

In the same breath, tell them how often you plan to mail to them, and stay true to your word. Over-mailing or not mailing frequently enough can cause problems. Letting your contacts know how often you plan on hitting their inbox will set expectations, and again, give them choice.

Make your communications relevant and engaging.

Email “engagement” is a common buzzword in the marketing industry today. It’s also a metric used by ISPs to help determine blocking or the placement of your email. If your contacts aren’t interested in what you’re sending, they'll be less likely to open future emails from you. In turn, low engagement may lead to your emails getting deprioritized, delivered to the junk folder, or blocked entirely. Make a conscious effort to send email that’s relevant to your contacts and promotes interaction. If you have the means, utilize technology to really understand what your contacts are interested in and target your messaging to those interests.

Become a trusted and responsible mailer.

Success is often measured by your last email. Stay true to your collection methods and follow the expectations you set. Don't be tempted to deviate or get tricky. Sending content that is different from what your contacts expect will always come back to bite you. After all, it's your brand we're talking about here. Why risk ruining your business's reputation by deviating from responsible practices?

Are there any laws against sending Spam?

Yes. In January of 2004 a federal anti-spam law went into effect in the United States. It's known as the CAN-SPAM Act. This Act regulates, to some extent, commercial email, establishes requirements for commercial messages, gives recipients the right to have you stop emailing them, and spells out tough penalties for violations. While this law did not stop spam, it does make it illegal and ultimately less attractive to spammers. At BaBlahBlah, we applaud the CAN-SPAM Act, but view it as the lowest barrier to entry rather than the pinnacle to which marketers should strive. Because spam is about consent not content, arguments that mail is CAN-SPAM compliant are often irrelevant.

There are also many other laws and regulations around the world surrounding electronic marketing. If you live or work in Canada, or mail to folks who do, you’ll want to be sure to collect and catalog express consent as outlined in the Canadian Anti-Spam Laws (CASL).

While we can’t give legal advice, we encourage all senders to become familiar with these laws, especially if they live in or mail to recipients outside the United States.

How does BaBlahBlah help protect against sending unwanted or unsolicited email?

BaBlahBlah's Compliance team uses the full spectrum of people, process, and technology to ensure our customer's mail gets delivered. Our highly trained staff uses a variety of tools and criteria to review and evaluate each account throughout their lifecycle.

Legal - We require that each customer understands and agrees to our permission-based Terms of Service. In addition, when customers upload a contact list, they must agree that it is consent-based.

Unsubscribe - Except for one-to-one transactional communications, every email generated from BaBlahBlah contains an unsubscribe link which allows contacts to opt-out of future emails.

Identification - Your email header information is pre-set for you by BaBlahBlah. Your email's "From Address" is verified and accurately identifies you as the sender.

Reporting Abuse

If you believe you have received unwanted, unsolicited messages sent through our platform (or seemingly sent through our platform), please forward a copy of that message with your comments for review to one of the following: for email and digital marketing services to: legal@bablahblah.com; and for lead generation and customer relationship management services to legal@bablahblah.com.

Each email is reviewed and cataloged by a member of the BaBlahBlah Compliance team. In addition, we will investigate each complaint and take appropriate action against the sender.

HOW WE USE YOUR INFORMATION

We may collect, use or disclose personal information about you for one or more of the following business and/or commercial purposes:

To provide the requested Services to you;
To provide you with useful content;
To ensure the proper functioning of our Services;
To offer, operate, evaluate and improve our Services and our business;
To provide you with requested information or technical support;
To facilitate your movement through our websites or your use of our Services;
To do a better job of advertising and marketing our Services (subject to your consent where required by applicable law);
To advertise and market third-party products and services (subject to your consent where required by applicable law);
To diagnose problems with our servers or our Services;
In connection with our security and compliance programs;
To comply with law;
To enforce the terms governing our Services and website;
To administer our websites;
To communicate with you;
To target current or prospective customers with our products or Services through online advertisements served on third-party sites by third-party vendors, such as Google (subject to your consent where required by applicable law);
To assist us in offering you a personalized experience or otherwise tailor our Services to you (for example, in order to provide you with specific resources applicable to your industry);
In connection with sale, merger, acquisition or corporate reorganization; and
As otherwise described in this privacy notice and any additional policies linked or referenced herein.

BaBlahBlahMarketPlace Terms and Conditions

PLEASE READ THESE MARKETPLACE TERMS AND CONDITIONS OF USE CAREFULLY. THESE TERMS MAY HAVE CHANGED SINCE YOUR LAST VISIT TO THIS WEBSITE AND TO THE MARKETPLACE. YOU AGREE TO CHECK FOR UPDATES TO THESE TERMS. BY ACCESSING THE MARKETPLACE OR USING THIS WEBSITE OR THE BABLAHBLAH PRODUCTS, YOU INDICATE YOUR ACCEPTANCE OF THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS, THEN YOU MAY NOT USE THE MARKETPLACE.

Last revised May 11, 2023

BaBlahBlah MarketPlace Terms and Conditions of Use

These BaBlahBlah MarketPlace Terms and Conditions of Use of Dr. Seuzz, LLC. ("BaBlahBlah," “BaBlahBlah.com,” "we," or "us"), together with the BaBlahBlah Website and Products Terms and Conditions of Use and the BaBlahBlah Privacy Statement (collectively, the "Terms"), govern your use of BaBlahBlah’s MarketPlace (the "MarketPlace"). These Terms describe the permitted and prohibited uses of the MarketPlace, among other things. Your access or use of the MarketPlace in any way evidences your acceptance of the then current version of these Terms, and any related rules and guidelines. We reserve the right to modify these Terms at any time and without notice, effective upon posting of the modified Terms on the MarketPlace or our other websites. Your access to or use of the MarketPlace after such posting or notification constitutes your acceptance of such modifications. Your violation of these Terms may result in the suspension or termination of your access or use of the MarketPlace.

We are not responsible for and do not endorse, support or otherwise approve of any products or services promoted at or made available through the MarketPlace. Messages, promotional materials, feedback, reviews and other content, including images and videos, and any product or service offerings themselves posted to the MarketPlace by MarketPlace merchants and providers or by MarketPlace users (the "Third Party Materials") are solely the opinion and responsibility of the person posting the same.

We have the right (but not the obligation), (a) to pre-screen or review any product or service on the Marketing and remove the same from the MarketPlace and (b) to monitor and edit or remove any activity or content on the MarketPlace for any reason in our sole discretion. Unless otherwise required by applicable law, we have no duty to correct any false, misleading or erroneous statements or content of any third party on any part of the MarketPlace.

Use Your Common Sense

The MarketPlace is intended to provide our customers with the opportunity to become aware of and review products and services that such customers may find helpful. Vendors in the MarketPlace may include individuals, businesses and non-profits, small businesses, subject matter experts and novices. As a result, some postings or product and service offerings could reflect considerable technical experience and insight, while others might not. You are responsible for exercising your judgment in evaluating and acting on (or ignoring) various product and service offerings and postings in the MarketPlace.

Participants may post hypertext links to content hosted and maintained by third parties to the MarketPlace. We do not moderate or control these linked sites, and are not responsible for them. Your access to any linked sites and use of any content found at such sites is at your own risk, so you should use good judgment before you click on any link or access any linked site.

Advertisement, in the body of postings may be permissible if it is an appropriate product or service for our customers.

Violations

The section lists common examples of violations that may result in immediate post removal, warning, board sanction and/or suspension from the site. By joining the MarketPlace, you agree to be subject to the BaBlahBlah Prohibited Content and Commerce Statement and Anti-Spam Policy and may not upload, post or otherwise transmit any content (including but not limited to text, links, communications, software, images, videos, sounds, data or other information) or otherwise use in the MarketPlace materials that would violate such policies if they were sent via our products or services. In addition, you further agree not to take inappropriate actions, such as:

"Bombing" the MarketPlace or individual threads with repetitive, pointless or irrelevant posts;
Using JavaScript or active code, making repetitive posts, or otherwise taking actions that interfere with site operations;
Posting materials unrelated to the conversation in which they are posted;
"Flaming" other users or any entities in a manner that might incite or perpetuate a conflict or argument, including attacks of any kind;
Threatening, intimidating, harassing or bullying BaBlahBlah staff or other MarketPlace members, or promoting harm or inciting violence toward BaBlahBlah or the MarketPlace in any way;
Impersonating other individuals or falsely representing your identity or qualifications;
Posting content under secondary usernames or other aliases for the purpose of either supporting or belittling others;
Posting content that breaches another users' privacy, e.g., contain personal or sensitive information such as name, address, phone or other identifying information;
Directing participants to any content or information that, if posted in the MarketPlace, would constitute a violation of these Terms, including another individual's contact information and/or email address;
Attempting to impersonate BaBlahBlah staff or other MarketPlace members;
Encouraging others to violate BaBlahBlah policies and terms;
Refusing to follow BaBlahBlah staff instructions;
Posting email content from private parties;
Posting advertisements, URLs, item numbers or websites in the title of a threaded discussion;
Posting content about BaBlahBlah’s competitors;
Posting listing reports or member violations; and
Discussing or reposting deleted posts or warning letters, or discussion of sanctioned or no longer registered members.

A sanction or suspension of one account will apply to all of that member's accounts and may apply to members of the same company. The use of false registration information or creation of multiple accounts for use on the MarketPlace for the purpose of disruption or to avoid detection may result in permanent sanction or suspension of all associated registrations.

Feedback, Reviews, Comments and Other Content

If you do post content or submit material, you grant us a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media. You grant us and our sublicensees the right to use the name that you submit in connection with such content, if we or they choose. You represent and warrant that you own or otherwise control all of the rights to the content that you post and any product or service offerings; that the content is accurate; and that use of the content or products or services you offer does not violate these Terms.

Privacy

Any information that you post in the MarketPlace is posted at your own risk, and can be obtained and used by others. Do not reveal information that you do not want to make public in the MarketPlace, such as your contact information or email address. We respect and protect the privacy of our customers and those who use our websites. Please see our Privacy Notice for details of our approach to privacy and how we collect, use and protect your personal information.

MarketPlace Moderators

We reserve the right to manage the MarketPlace in order to facilitate the orderly distribution of information through the MarketPlace. For that purpose, we may, at our election, designate representatives to act as moderators for the MarketPlace ("Moderators"). The Moderators cannot and do not review or respond to every post or email. Our employees may also comment on the MarketPlace and will be identified as BaBlahBlah employees with a BaBlahBlah icon ("BaBlahBlah Employee Posters"). The Moderators and the identified BaBlahBlah Employee Posters are the only authorized representatives of BaBlahBlah on the MarketPlace. Any BaBlahBlah employees who are not designated as Moderators or identified as BaBlahBlah Employee Posters are not authorized to represent themselves on the MarketPlace as a BaBlahBlah employee; therefore they are not providing official BaBlahBlah responses. We are not responsible for content provided by any BaBlahBlah employee who is not designated as a Moderator or identified as a BaBlahBlah Employee Poster.

Marketplace Watch

You may assist us in making the MarketPlace an effective community for participants. If you detect violations of these Terms, email legal@bablahblah.com . We will determine what, if any, action it will take against persons who violate these Terms, which could include the termination of one's privilege to use the MarketPlace or, in certain circumstances, referral to the appropriate authorities for action.

Modifications to MarketPlace

We reserve the right, at any time and from time to time, to delete, modify, edit, suspend or discontinue, temporarily or permanently, the MarketPlace (or any part thereof, including any postings) with or without notice. You agree that we shall not be liable to you or to any third party for any deletion, modification, suspension or discontinuance of the MarketPlace.

Notice and Take Down Procedures; Copyright Agent

If you believe any postings or other materials in the MarketPlace infringe your copyright or other intellectual property, you may request removal of those materials (or access thereto) from the MarketPlace by contacting BaBlahBlah’s copyright agent (identified below) and providing the following information:

Identification of the copyrighted work that you believe to be infringed. Please describe the work, and where possible include a copy or the location (for example, URL) of an authorized version of the work.
Identification of the material that you believe to be infringing and its location. Please describe the material, and provide us with its URL or any other pertinent information that will allow us to locate the material.
Any information required to be included in a copyright infringement report under the United Kingdom Digital Economy Act 2010 (as we shall notify to you from time to time and request from you as necessary).
Your name, address, telephone number and (if available) email address.
A statement that you have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent, or the law.
A statement that the information that you have supplied is accurate, and indicating that "under penalty of perjury," you are the copyright owner or are authorized to act on the copyright owner's behalf.
A signature or the electronic equivalent from the copyright holder or authorized representative.

BaBlahBlah's agent for copyright issues relating to this website is as follows:

Compliance Manager
Email: DMCA@bablahblah.com

For all email submissions please include the subject line: DMCA Takedown Request.

In an effort to protect the rights of copyright owners, we maintain a policy for the termination, in appropriate circumstances, of BaBlahBlahaccount holders who are repeat infringers.

Disclaimer of Warranties and Limitation of Liability

YOU EXPRESSLY AGREE THAT THE MARKETPLACE (INCLUDING THE THIRD PARTY MATERIALS) ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. USE OF THE MARKETPLACE (INCLUDING THE THIRD PARTY MATERIALS) AND ANY RELIANCE BY YOU UPON THE SAME, INCLUDING ANY ACTION TAKEN BY YOU BECAUSE OF SUCH USE OR RELIANCE, IS AT YOUR SOLE RISK. WE DO NOT WARRANT THE ACCURACY, RELIABILITY, COMPLETENESS, USEFULNESS, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR QUALITY OF ANY THIRD PARTY MATERIALS OR THE MARKETPLACE ITSELF. WE DO NOT WARRANT THAT THE USE OF THE MARKETPLACE WILL BE UNINTERRUPTED OR ERROR FREE, NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SAME. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. WE DO NOT WARRANT THAT THE MARKETPLACE IS SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, OR OTHER LIMITATIONS. NO STATEMENT OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM US IN ANY MEANS OR FASHION SHALL CREATE ANY WARRANTY NOT EXPRESSLY AND EXPLICITLY SET FORTH IN THESE TERMS.

WE SHALL HAVE NO LIABILITY OF ANY NATURE WHATSOEVER FOR YOUR COMPLIANCE WITH OR BREACH OF ANY LICENSE OR TERMS AND CONDITIONS OF ANY THIRD PARTIES OR THIRD PARTY SERVICES.

NO CLAIM MAY BE ASSERTED BY YOU AGAINST US MORE THAN 12 MONTHS AFTER THE DATE OF THE CAUSE OF ACTION UNDERLYING SUCH CLAIM. TO THE EXTENT THE LAW PERMITS, YOU RELEASE US FROM ANY CLAIMS OR LIABILITY RELATED TO THE MARKETPLACE (INCLUDING THE THIRD PARTY MATERIALS). YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 (IF YOU ARE A CALIFORNIA RESIDENT), AND ANY SIMILAR PROVISION IN ANY OTHER JURISDICTION (IF YOU ARE A RESIDENT OF SUCH JURISDICTION).

EXCEPT WITH RESPECT TO DEATH OR PERSONAL INJURY DUE TO THE NEGLIGENCE OF CONSTANT CONTACT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL BABLAHBLAHOR ANY OF ITS UNDERLYING SERVICE PROVIDERS, BUSINESS PARTNERS, THIRD PARTY SUPPLIERS AND PROVIDERS, ACCOUNT PROVIDERS, LICENSORS, OFFICERS, DIRECTORS, EMPLOYEES, DISTRIBUTORS OR AGENTS (COLLECTIVELY REFERRED TO FOR PURPOSES OF THIS SECTION AS "CONSTANT CONTACT") BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY MONEY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES, EVEN IF BABLAHBLAH SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY, AND REGARDLESS OF THE FORM OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE), THE MAXIMUM AGGREGATE LIABILITY OF BABLAHBLAHTO YOU ARISING IN CONNECTION WITH THESE TERMS SHALL BE LIMITED TO $100, LESS ANY DAMAGES PREVIOUSLY PAID BY BABLAHBLAHTO YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.

Indemnification

Per the terms of the BaBlahBlah Website and Products Terms and Conditions of Use, you agree to defend, indemnify and hold harmless us and our business partners, affiliates, third-party suppliers and providers, licensors, officers, directors, employees, distributors and agents from and against any damages, losses, liabilities, penalties, settlements and expenses (including costs and reasonable attorneys' fees) in connection with any claim or action that (a) arises from any actual or alleged breach by you of these Terms; (b) arises from your use of the MarketPlace (including the Third Party Materials), (c) arises from any transaction completed in connection with your use of the MarketPlace, (d) arises from your violation of any rights of another, or (e) arises from your activities or postings in the MarketPlace. You agree to provide us with prompt written notice in the event of any such claims or actions. In addition, you acknowledge and agree that we have the right to seek damages when you use the MarketPlace for unlawful purposes, in an unlawful manner, or in a manner inconsistent with the terms of these Terms, and that such damages may include, without limitation, direct, indirect, special, incidental, cover, reliance and/or consequential damages. In the event that we are required to respond to a third party or law enforcement subpoena or court order that is related to your use of the MarketPlace, we may, in our sole discretion, require you to reimburse us for our reasonable expenses associated with complying with such subpoena or order.

Miscellaneous

Only persons aged 18 or over may access and use the MarketPlace, without regard to whether an adult actually owns the registration or parental/guardian permission.

Reporters, researchers, and third party representatives need permission prior to posting, emailing members, or publishing MarketPlace content in their official capacity.

These Terms are a complete statement of the agreement between you and BaBlahBlah and set forth the entire liability of BaBlahBlah and your exclusive remedy with respect to your access and use of the MarketPlace. In the event of a conflict between these BaBlahBlah MarketPlace Terms and Conditions of Use and either the BaBlahBlah Privacy Statement or the BaBlahBlah Website and Products Terms and Conditions of Use, these BaBlahBlah MarketPlace Terms and Conditions of Use shall prevail. The agents and employees of BaBlahBlah are not authorized to make modifications to these Terms, or to make any additional representations, commitments or warranties binding on BaBlahBlah.

Any waiver of the terms herein by us must be in a writing signed by an authorized officer of BaBlahBlah and expressly referencing the applicable provisions of these Terms.

Your privilege to use or access the MarketPlace may be terminated by us immediately and without notice for any reason, including if you fail to comply with any term or condition of these Terms. Upon such termination, you must immediately cease accessing or using the MarketPlace.

If any provision of these Terms is invalid or unenforceable under applicable law, then it shall be, to that extent, deemed omitted and the remaining provisions will continue in full force and effect.

BaBlahBlah.com Text Messaging Terms and Conditions of Use

Last revised: May 11, 2023

1. GENERAL

Subject to the terms of these Text Messaging Terms and Conditions of Use (the “Texting Terms”) and the BaBlahBlah Website and Product Terms and Conditions of Use and all other BaBlahBlah policies incorporated therein, including the Prohibited Content and Commerce Statement and Privacy Notice (the “General Terms”, and together with the Texting Terms, the “Agreement”), Dr. Seuzz, LLC ("BaBlahBlah," “BaBlahBlah.com,” "we," "us," or the "Company") will make the SMS and/or MMS texting services (the “Service”) available to you and any business or organization you represent (“you” or the “Customer”).

The Texting Terms are intended to supplement the provisions of the General Terms specifically with respect to the Service and not to limit, supersede or override the General Terms, and should be interpreted accordingly. In the event of a conflict between the Texting Terms and the General Terms, the Texting Terms shall prevail with respect to issues specific to the Service. For the avoidance of doubt, if there are terms and conditions in the General Terms regarding subjects on which the Texting Terms are silent, such silence will not constitute a conflict and the terms and conditions in the General Terms will control in those situations. Any reference to BaBlahBlah’s Product or Products in the General Terms includes the Service, and any reference to messages or campaigns in the General Terms includes Messages.

Capitalized terms not defined within this document are defined in the Glossary at the end of this document.

2. SUPPLY OF SERVICE AND RESTRICTIONS

2.1 Grant of Rights.

BaBlahBlah grants to Customer a non-exclusive and non-transferable right to use the Service and Documentation as permitted under the Agreement solely for the Customer’s internal operations.

2.2 Acceptable Use Policy.

With respect to the Service, Customer shall not:

(a) except to the extent such rights cannot be validly waived by law, disassemble, decompile, reverse-engineer, copy, translate or make derivative works,

(b) market, rent, sell, lease or use for non-civilian purposes,

(d) circumvent or endanger its operation or security.

2.4 Monitoring.

BaBlahBlah or its vendors or subcontractors may, but are under no obligation to, monitor use of the Service (only to the extent allowed by applicable law):

(a) to comply with applicable law, regulation, or other governmental request or order including disclosing Customer Data in accordance with such law, regulation, request or order;

(b) to verify Customer’s compliance with the Agreement;

(d) as necessary to provide and support the Service; or

(e) as otherwise approved or requested by Customer.

2.5 Compliance.

Customer shall promptly provide any information as BaBlahBlah or any Service Provider may request relating to Customer Data or Customer’s use of the Service:

(a) to determine Customer’s compliance with the Agreement, and

(b) in response to any request made by any regulatory or governmental, legal or statutory body.

BaBlahBlah may, in its sole discretion, require Customer to take primary responsibility for any request or inquiry made relating to any Customer Service, Message(s) or Customer Data or arising from Customer’s use of the Service or from an alleged or actual breach of this Agreement by Customer. Customer agrees, at its own cost, to accept full responsibility for any such request or inquiry including for any expenses, penalties, fines, sanctions or other analogous costs that may arise, and in relation to such request or enquiry, to provide all requested information to such regulator, Network Provider or Service Provider (with copies to BaBlahBlah) in a timely manner.

2.6 Operating Instructions.

Customer shall comply, and use the Service in accordance, with the operating guidelines and policies as BaBlahBlah may provide to Customer from time to time or as otherwise set out in the Agreement.

2.7 Suspension of Service.

BaBlahBlah or its vendors, including the Network Providers, may suspend use of the Service:

(a) as necessary to comply with applicable law or regulation;

(b) to perform maintenance (whether planned or emergency) or repair to the Network;

(d) if the use is in breach of the Agreement or otherwise exposes BaBlahBlah, its vendors (including the Network Providers) to legal liability;

(e) in BaBlahBlah’s sole discretion, if not doing so would cause material harm to the Services, BaBlahBlah’s provision thereof, the Network, or the Network Providers; or

(f) if BaBlahBlah is unable to provide the Service due to a termination or alteration of BaBlahBlah’s relationship with any third party (including the Network Providers) or the termination or suspension of any license or authorization necessary to provide the Service.

BaBlahBlah will promptly notify (email permitted) Customer of the suspension. BaBlahBlah may resume the Service once the cause of the suspension has been remedied, provided that if a suspension is due to Customer’s actions or inactions, BaBlahBlah will not resume the Service until Customer has remedied the cause of the suspension and Customer will pay any applicable reconnection charge or, if no charge is specified, Customer shall reimburse BaBlahBlah for all reasonable costs and expenses incurred by BaBlahBlah in resuming the Service and further provided that BaBlahBlah may terminate the Agreement if Customer does not remedy the cause of the suspension within fifteen (15) days. If the suspension is the result of a violation of these Texting Terms or the Agreement, BaBlahBlah may terminate the Service.

2.8 Third Party Web Services.

The Service may include integrations with web services made available by third parties (other than BaBlahBlah or its Affiliates) that are accessed through the Service and subject to terms and conditions with those third parties. These third party web services are not part of the Service and the Agreement does not apply to them.

2.9 Mobile Access to Service.

Customer may access certain Services through mobile applications obtained from third-party websites such as Android or Apple app store. The use of mobile applications may be governed by the terms and conditions presented upon download/access to the mobile application and not by the terms of the Agreement.

2.10 Modifications.

The Service and the Agreement may be modified or amended by BaBlahBlah from time to time. Future performance by BaBlahBlah under the Agreement is sufficient consideration for any such modification or amendment. Any modification or amendment will only become effective upon notification to Customer (by email, by posting on our website, or by other reasonable means of notification) and, if Customer does not want to agree to such modification or amendment, Customer should stop using the Service.

2.11 Analyses.

BaBlahBlah or the Network Providers may use anonymous information relating to use of the Service to prepare analyses. Analyses do not contain Customer’s Confidential Information. Examples of analyses include: optimizing resources and support; research and development; verification of security and data integrity; and internal demand planning.

3. CUSTOMER RESPONSIBILITIES AND CUSTOMER DATA

3.1 Customer Obligations.

Customer shall:

(a) comply with all laws and regulations applicable to it in connection with the Customer Data and Customer’s use of the Service, including but not limited to the Telephone Consumer Protection Act (TCPA), Telemarketing Sales Rule (TSR), state telemarketing laws and regulations, the Federal Trade Commission Act and state law equivalents, export control laws and regulations, economic, trade and financial sanctions laws, regulations, embargoes, restricted state lists or restrictive measures administered.

(b) In furtherance and not in limitation of clause (a) above, comply with all Service Provider Conditions, applicable legal and regulatory requirements and conditions, and all applicable industry guidelines relating to the Customer Data, Customer Services, Messages or its use of the Service, including without limitation, time of day restrictions under the TCPA and various state laws (which restrict the times of day during which Messages can lawfully be sent) and applicable guidelines of the Cellular Telecommunications Industry Association (CTIA). If a Service Provider changes the Service Provider Conditions and/or the technical standards for the delivery of Service, BaBlahBlah may modify the terms and conditions governing such Service upon written notice to Customer (by email or by posting on the BaBlahBlah website).

(c) Customer shall retain documentation related to records of End User consent for at least four years from the date of transmission of the record to Company. Without limiting the foregoing, Customer shall provide to Company evidence of any specific consent requested by Company within three (3) business days of Company’s written request.

(d) immediately comply with such directions and/or orders as may be issued from time to time by a governmental or regulatory authority in relation to the Customer Data or its use of the Service and shall fully cooperate with any request by BaBlahBlah, a Network Provider or a Service Provider for assistance in conforming the Service to any new requirements or determinations.

3.2 End User opt-out requirements.

Customer shall use the Service to send Messages only to End Users who have provided, and continue to provide, the applicable level of consent required under the TCPA, the TSR, and all applicable regulations and state or local law, to send the type of Messages that Customer intends to send using the Service; and who have not withdrawn such consent. Without limiting the foregoing, Customer shall send Messages only to End Users who have, and continue to, knowingly consent or “opt-in” to receiving them and who have been informed of their rights to, and been given, a free, readily accessible process for canceling receipt or “opting-out” of receiving future Messages, such as via End User text responses of STOP, QUIT, CANCEL, OPT-OUT, and/or UNSUBSCRIBE. Customer shall immediately stop sending Messages to an End User who has “opted-out” from receiving such Messages. At BaBlahBlah’s request, Customer shall provide BaBlahBlah with proof of any and all such opt-in(s) and opt-out(s), and response time to discontinue transmission of Messages after opt-out, to BaBlahBlah’s reasonable satisfaction. Customer expressly agrees that it is solely responsible for obtaining any and all consents necessary by law, rule, or regulation to send Message to End Users. Further, Customer expressly agrees that it shall not rely on, and Company shall not be liable for, any guidance, statements, or approvals provided by Company concerning consent, opt-outs, or other requirements under applicable law, rules, or regulations.

3.3 Supply of Customer Services.

Customer shall inform End Users that it is the source and supplier of the Messages and provide appropriate contact details to End Users. Customer shall bear sole responsibility for the acts, omissions or breaches of End Users with respect to the use of the Service, Customer Services and the Messages, including but not limited to the Customer Data. Customer shall promptly inform BaBlahBlah if it becomes aware of any violation of the terms of this paragraph.

3.4. Restrictions. Customer shall not use the Service or permit the Service to be used:

(a) in a manner that violates any applicable law, regulation, industry guidelines, or code of practice, or that violates, infringes or misappropriates the rights of any third party, including without limitation by sending Messages containing Prohibited Message Content, or by sending Messages to End Users without their prior express written consent;

(b) to transmit any Message or any electronic material (including viruses or other similar destructive computer programming routines) which causes, or is likely to cause, detriment or harm or damage to the Network or any computer systems or telecommunications equipment or mobile handsets owned by BaBlahBlah, the Network Provider or any other person, or to facilitate the transmission or use of any code that would allow any third party to interfere with or access any Customer Data;

(c) to send spam, “junk mail” or unsolicited advertising or promotional Messages or material, or to send or knowingly receive or use any Message or material which is obscene, offensive, abusive, harassing, misleading, fraudulent, violent, unethical, indecent, defamatory, discriminatory, threatening, libelous, unlawful or menacing or promotes alcohol abuse or illegal drug use; or

(d) to send any Messages that contain medical and/or life-threatening emergency information if the such Message is the sole transmission channel to the End User with respect to such emergency.

3.5 Customer Data.

Customer is solely responsible for all Customer Data. Customer (i) grants to BaBlahBlah (including its Affiliates and subcontractors, including the Network Providers) a nonexclusive, worldwide right to process Customer Data to provide and support the Services and (ii) acknowledges that neither BaBlahBlah, the Network Providers, nor their respective Affiliates or suppliers exercise any control over Customer Data, and act as a mere or passive conduit in transmitting and handling Customer Data.

3.6 Personal Data.

Customer will collect and maintain all Personal Data necessary to utilize the Service, and all required consents associated with such Personal Data, in compliance with applicable Data Protection Laws.

3.7. Access and Connectivity

(a) Network connection.

Customer is solely responsible, at its own expense, for establishing and maintaining its equipment, software, facilities, and its connection to the Network.

(b) Access Numbers.

Customer acknowledges that the Access Numbers used to deliver Customer Services remain at all times the property of and are subject to the applicable terms and conditions imposed by the entity authorized to administer such Access Numbers. Access Numbers to be used to deliver Service for a Customer Service may at BaBlahBlah’s sole discretion be obtained by BaBlahBlah for Customer, if requested by Customer and subject to availability. The Customer may not use the Access Numbers except for in relation to the provisioning of the Service by BaBlahBlah or the Network Providers.

3.8 Co-operation

The Customer shall reasonably co-operate with BaBlahBlah in its supply and support of the Service, including any diagnostic or other maintenance or upgrade activities.

3.9 Security.

Customer will maintain reasonable security standards to protect the Network from unauthorized access, including, but not limited to, protecting Customer’s passwords from being disclosed to or accessed by third parties. Customer shall immediately inform BaBlahBlah if the Customer becomes aware of any possible or actual unauthorized use, misuse or access of the Service.

3.10 Disaster Recovery.

Customer is solely responsible for all disaster recovery, business continuity and back up arrangements in respect of its own equipment and all of its Customer Data.

3.11. Test Account.

At its discretion, BaBlahBlah may make an account available to the Customer for the purposes of testing of certain Services. The terms of the Agreement shall govern the Customer’s use and access to such test account and test Services. The Customer shall ensure that the test account and test Services are used only for the purpose of testing, and not for any productive, commercial or other purpose. The Customer shall comply with any relevant instructions or protocols BaBlahBlah notifies the Customer of in relation to the test account and test Services. The Customer agrees that BaBlahBlah can withdraw such test account and test Services at any time (with or without notice to the Customer).

4. FEES AND TAXES

4.1 Fees and Payment.

Customer will be subject to fees in accordance with the applicable fee schedule (the “Fee Schedule”). Applicable fees will be billed monthly or Customer’s pre-paid account will be debited monthly for the Service. The Fee Schedule is subject to change at any time in BaBlahBlah’s sole discretion, and if Customer does not agree to any such changes, Customer should contact BaBlahBlah to cancel its account. BaBlahBlah will use good faith efforts to notify Customer prior to the effectiveness of any significant change to the Fee Schedule, but Customer is responsible for reviewing the Fee Schedule from time to time and remaining aware of the fees charged by BaBlahBlah and any applicable discounts.

Payment will be made in advance by a payment method accepted by BaBlahBlah. Checks (including e-checks or those sent by mail) will be accepted for prepayments of at least six months. Fees are only payable in the currencies made available to Customer when Customer purchases the Service. If the monthly payment option is selected or if Customer previously provided a credit card or other payment method for payment, Customer hereby authorizes BaBlahBlah to charge by that payment method for such amounts on a regular monthly basis beginning at the end of any applicable free trial period and continuing until such time as Customer terminates the Service or Customer’s BaBlahBlah account is terminated. If BaBlahBlah is for any reason unable to effect automatic payment, BaBlahBlah will attempt to notify Customer by email and Customer’s account may be disabled until payment is received.

4.2 Taxes.

BaBlahBlah collects and remits tax from customers located in certain state, local and foreign jurisdictions where software delivered as a service is taxable and where we have either physical, economic, affiliate or click-through nexus or permanent establishment. BaBlahBlah determines Customer’s local taxing jurisdiction based on the billing address listed in the "My Account" section of Customer’s BaBlahBlah account. Fees set forth in the Fee Schedule do not take into account any taxes.

Customer agrees to be responsible for and to pay any sales, personal property, use, VAT, excise, withholding, or any other taxes that may be imposed, based on the Agreement, use or possession of the Service.

4.3 Set-off.

BaBlahBlah may, without notice to the Customer, set-off any sums owed by the Customer under this Agreement and/or any other agreement with BaBlahBlah against any sums owed by BaBlahBlah to Customer regardless of the place of payment or currency of such obligations.

5. TERMINATION

5.1 Termination.

Customer may terminate the Service at any time by calling BaBlahBlah Customer Support. There are no refunds for any fees incurred prior to termination. Customer is solely responsible for terminating the Service. BaBlahBlah is not responsible for Customer’s failure to properly terminate the Service or for any credit card or other charges or fees Customer incurs as a result of its failure to properly terminate the Service.

BaBlahBlah may terminate the Service as set forth in the General Terms or at any time:

(a) if Customer violates any provision of these Texting Terms or the Agreement, as determined by BaBlahBlah in its sole discretion;

(b) upon any termination of a Network Provider, network operator, third-party subcontractor, supplier, or interconnected carrier relationship with BaBlahBlah or its Affiliates or the discontinuance of support for equipment or a component of service necessary for BaBlahBlah or the Network Provider to provide the Service;

(d) upon the termination or expiry of any license necessary to provide the Service; or

(e) if you file for bankruptcy, become insolvent, or make an assignment for the benefit of creditors, or otherwise materially breach Sections 10 or 12.4.

5.2 Effect of Termination.

Upon the effective date of termination of the Service:

(a) Customer’s right to use the Service and all Service Confidential Information will end;

(b) BaBlahBlah will cease providing the Service;

(d) Customer shall promptly pay to BaBlahBlah all outstanding amounts due under the Agreement.

Unless otherwise agreed by the parties, termination of the Service does not affect other agreements between the parties.

If Customer violates any provision of these Texting Terms or the Agreement, in BaBlahBlah’s sole discretion, BaBlahBlah reserves the right to terminate Customer’s access to or use of this website or any other products and services offered by BaBlahBlah and disable Customer’s BaBlahBlah account or access to this website or any other products and services offered by BaBlahBlah, in each case, with or without notice and without refund.

5.3 Survival.

Upon termination or expiration of the Agreement, any rights or licenses granted to Customer hereunder shall immediately terminate except that all sections of the Agreement that by their nature should survive termination or expiration will survive termination or expiration.

6. WARRANTIES

6.1 Compliance with Law.

Customer warrants its current and continuing compliance with all laws and regulations applicable to it in connection with the Customer Data and the Customer’s use of the Services.

6.2 Disclaimer.

Except as expressly provided in the Agreement, neither BaBlahBlah, the Network Provider nor their respective subcontractors make any representation or warranties. BaBlahBlah, the Network Providers and their respective subcontractors disclaim all representations, warranties, terms, conditions or statements, which might have effect between the parties or be implied or incorporated into this Agreement or any collateral contract, whether by statute, common law or otherwise, all of which are excluded to the fullest extent permitted by law including the implied conditions, warranties or other terms as to merchantability, suitability, originality, or fitness for a particular use or purpose. In addition, except as expressly provided in this Agreement, neither BaBlahBlah, the Network Providers nor their respective subcontractors make any representations, warranties, terms, conditions or statements of non-infringement or results to be derived from the use of or integration with any products or services provided under the Agreement, or that the operation of any products or services will be secure, uninterrupted or error free. Customer agrees that it is not relying on delivery of future functionality, public comments, advertising or product roadmaps of BaBlahBlah in entering into the Agreement. Customer acknowledges that (i) the Service has not been specifically designed to meet its and/or any of its End Users’ or other customers’ individual requirements; and (ii) the Service will not be error-free, uninterrupted, or free from unauthorized access (including third party hackers or denial of service attacks). Except as expressly stated in this Agreement, the Service is provided on an ‘as is’ and ‘as available’ basis.

Customer agrees that, with respect to its supply of the Service, neither BaBlahBlah, any Network Provider nor any of their respective suppliers shall be liable whether in contract, tort, or strict liability to Customer or to any End User or any other customer of Customer for (i) any Messages deleted or not delivered regardless of the reason for deletion or non-delivery, including, without limitation, message processing errors, transmission errors, or messaging network and/or service failures; or (ii) the accuracy of information provided through the Service.

7. THIRD PARTY CLAIMS

Customer will indemnify and, at BaBlahBlah’s election, defend BaBlahBlah, the Network Providers, and their respective Affiliates and subcontractors (the “Indemnified Parties”) from and against:

(a) any and all claims (including, but not limited to, any claims, demands, damages, costs, expenses, fines, penalties, or losses, or amounts paid in settlements or judgments, including without limitation, costs, reasonable attorneys’ fees, witnesses’ fees, investigation expenses, and all other direct expenses and costs incident thereto) or other liabilities brought against the Indemnified Parties by any third party (including, but not limited to, any other BaBlahBlah or Network Provider customer, Service Provider, End User, or governmental or regulatory authority) arising out of or relating to Customer Data, Customer Services, Messages or Customer’s use of the Service (including, but not limited to, any such claim which relates to infringement or misappropriation of any intellectual property rights of any third party or any breach or violation of laws or regulations); any breach or alleged breach of this Agreement including any of its responsibilities, representations, or warranties; and

(b) all damages finally awarded against the Indemnified Parties with respect to these claims.

8. LIMITATION OF LIABILITY

EXCEPT WITH RESPECT TO DEATH OR PERSONAL INJURY DUE TO THE NEGLIGENCE OF BABLAHBLAH, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL BABLAHBLAH OR ANY OF ITS UNDERLYING SERVICE PROVIDERS, BUSINESS PARTNERS, THIRD PARTY SUPPLIERS AND PROVIDERS, ACCOUNT PROVIDERS, LICENSORS, OFFICERS, DIRECTORS, EMPLOYEES, DISTRIBUTORS OR AGENTS (COLLECTIVELY REFERRED TO FOR PURPOSES OF THIS SECTION AS "BABLAHBLAH") BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY MONEY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES, EVEN IF BABLAHBLAH SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY, AND REGARDLESS OF THE FORM OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE), THE MAXIMUM AGGREGATE LIABILITY OF BABLAHBLAH TO YOU ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE APPLICABLE PRODUCT IN THE 12 MONTHS PRIOR TO THE ACCRUAL OF THE APPLICABLE CLAIM, LESS ANY DAMAGES PREVIOUSLY PAID BY BABLAHBLAH TO YOU IN THAT 12 MONTH PERIOD. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.

In addition to and not in limitation of the foregoing, and notwithstanding any provision to the contrary in the Agreement, BaBlahBlah shall not be liable for any failure to perform or any delay in performing an obligation under the Agreement if such failure or delay arises as a result of or in connection with the occurrence of an Excluded Event.

You agree that BaBlahBlah has set its prices and entered into this Agreement in reliance upon the disclaimers of warranty and the limitations of liability set forth herein, that they reflect an allocation of risk between the parties (including the risk that a contract remedy may fail of its essential purpose and cause consequential loss), and that they form an essential basis of the bargain between the parties.

9. INTELLECTUAL PROPERTY RIGHTS

9.1 Ownership.

BaBlahBlah or the Network Providers and their respective subcontractors, Affiliates or licensors own all intellectual property rights in and related to the Service, Documentation, design contributions, related knowledge or processes, and any derivative works of them. All rights not expressly granted to Customer are reserved to the foregoing parties. Customer retains all rights in and related to the Customer Data as between Customer and BaBlahBlah.

9.2 Non-Assertion of Rights.

Customer covenants, on behalf of itself and its successors and assigns, not to assert against BaBlahBlah, the Network Providers, or their respective Affiliates or licensors, any rights, or any claims of any rights, in any Service or Documentation.

10. CONFIDENTIALITY

10.1 Service Confidential Information.

Customer will protect all Service Confidential Information as strictly confidential to the same extent it protects its own confidential information, and not less than a reasonable standard of care. Except as required by regulatory process, legal proceedings and/or applicable law, Customer will not disclose any Service Confidential Information to any person other than its personnel or representatives or those of its Affiliates whose access is necessary to enable it to exercise its rights or perform its obligations under the Agreement and who are under obligations of confidentiality substantially similar to those in this Section 10. Customer will not disclose the pricing of the Services to any third party, except as required by regulatory process, legal proceedings and/or applicable law. In the event of regulatory process or legal proceedings relating to the Service Confidential Information, the receiving party will cooperate with the disclosing party and comply with applicable law (all at disclosing party’s expense) with respect to handling of the Service Confidential Information.

If Customer concludes in good faith on advice of counsel that disclosure is required by regulatory process, legal proceedings and/or applicable law, Customer shall provide, if legally permitted, thirty (30) days advance written notice thereof (or notice as soon as reasonably possible upon reaching such conclusion if 30 days is not possible) to BaBlahBlah. Such notice shall include the reason for the conclusion and the compulsory basis therefor, so that BaBlahBlah may intervene and assert any objections. Customer shall also in any event seek confidentiality protection for any such disclosures and shall only disclose the Service Confidential Information that legal counsel advises is required.

Service Confidential Information disclosed prior to execution of the Agreement will be subject to this Section 10.

10.2 Exceptions.

The restrictions on use or disclosure of Service Confidential Information will not apply to any Service Confidential Information that:

(a) is independently developed by the receiving party without reference to the Service Confidential Information;

(b) is generally available to the public without breach of the Agreement by Customer;

(d) BaBlahBlah agrees in writing is free of confidentiality restrictions.

11. DATA PROTECTION

Customer hereby grants to BaBlahBlah a revocable, non-exclusive, royalty-free, worldwide license, with the right to sublicense, to use, reproduce, publish, distribute, perform and display Customer’s contacts and content only as required by BaBlahBlah to offer and operate the Service and related services and, where applicable as permitted by BaBlahBlah’s Data Processing Addendum and California-Specific Terms and as described in our Privacy Notice.

12. MISCELLANEOUS

12.1 Severability.

If any provision of the Agreement is held to be invalid or unenforceable, the invalidity or unenforceability will not affect the other provisions of the Agreement.

12.2 No Waiver.

A waiver of any breach of the Agreement is not deemed a waiver of any other breach.

12.3 Regulatory Matters.

Service Confidential Information may be subject to export control laws of various countries. Customer will not submit Service Confidential Information to any government agency for licensing consideration or other regulatory approval, and will not export Service Confidential Information to countries, persons or entities if prohibited by export laws.

12.4 Assignment.

Customer may not assign or transfer the Agreement (or any of its rights or obligations) to any party. BaBlahBlah may assign all rights to any other individual or entity in our sole discretion.

12.5 Entire Agreement.

BaBlahBlah and Customer agree that the Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No delay or omission by either party in exercising any right or remedy under this Agreement or existing at law or equity shall be considered a waiver of such right or remedy.

Glossary

“Access Number” means a set of digits used to enable Customer to send and/or receive Messages or calls as part of a Customer Service. Access Numbers shall include ‘short-codes’ and ‘long-codes’ as applicable.

“Affiliate” means any legal entity in which Customer or BaBlahBlah, directly or indirectly, holds more than fifty percent (50%) of the entity’s shares or voting rights. Any legal entity will be considered an Affiliate as long as that interest is maintained.

“Customer Data” means any content, messages, data and/or information that Customer delivers or uploads to the Network or to a Service or provides via a Service. Customer Data and its derivatives will not include Service Confidential Information nor any usage data that arises or BaBlahBlah generates in the supply of the Service.

“Customer Service” means a marketing, advertising, promotional or informational program or initiative, or other project, conducted by Customer utilizing the Service.

“Data Controller” has the meaning given to it in the GDPR.

“Data Processor” has the meaning given to it in the GDPR.

"Data Protection Legislation” means the relevant laws and other regulations applicable to the collection, use, storage, disclosure or otherwise processing personal data (such as but not limited to and as far as applicable the General Data Protection Regulation or the “GDPR”) and as is further defined within the Data Protection Agreement.

“Documentation” means the then-current technical and functional documentation pertaining to the Service, as well as any service descriptions and roles and responsibilities descriptions, if applicable, for the Service, in each case which is made available to Customer with the Service.

“End User” means a person or entity that is a user and/or recipient of a Customer Service.

“Excluded Event(s)” means any of the following: (i) a fault in, or any other problem associated with, systems not operated or managed by BaBlahBlah; (iii) any breach of the Agreement by the Customer or a third-party within the Customer’s direct control or any third party supplier to the Customer;(iv) any act by the Customer which interferes with or impedes the supply and support of the Service; (v) any suspension of the Service in accordance with the terms of the Agreement; or (vi) any other circumstances caused by events for which BaBlahBlah is not liable in accordance with the terms of the Agreement.

“General Data Protection Regulation” or “GDPR” the General Data Protection Regulation (EU) 2016/679 of the European Parliament and the Council, as amended, supplemented and/or varied from time to time.

“Message” means a digital message containing Customer Data in a form for delivery via Short Message Service (SMS), Multi-Media Messaging Service (MMS) technology, Internet Protocol (IP) or other technology, protocols or standards used to transmit mobile digital content or information.

“Network” means the digital networks (wireless or otherwise), server(s), hardware, software and/or any other equipment that BaBlahBlah uses, in its sole discretion, in connection with the supply of the Service and whether owned by BaBlahBlah or any outsourced service provider, vendor or subcontractor, and including any extranet access provided by BaBlahBlah or its vendors or subcontractors in connection with the supply of the Service.

“Network Provider” means any third party vendor, supplier, service providers or subcontractors that provide any part of the Network.

“Personal Data” information about an individual that is defined as “personal data” or “personal information” as defined within the Data Protection Agreement and, if necessary, further defined within in the applicable Data Protection Legislation, such as but not limited to the GDPR

“Policies” means the operational guidelines and policies applied by BaBlahBlah, its vendors or the Network Providers in order to provide and support the Service, as made available to Customer.

“Prohibited Message Content” means the following:

Illegal substances (which means anything federal illegal, illegal on a state level, or illegal in the jurisdiction where the message recipient is located, including CBD, vaping, marijuana/cannabis, prescription medication that cannot legally be sold over-the-counter, and THC)
Sex, hate, alcohol, firearms, and tobacco (SHAFT)
High-risk financial services (including payday loans, short-term high-interest loans, student loans, third-party auto or mortgage loans, debt collection and forgiveness)
Debt collection and forgiveness (including credit repair programs, debt collection from a third party, debt consolidation, debt reduction)
Gambling (including casino apps and gambling websites)
Multi-level marketing (Multi-level marketing, network marketing and pyramid schemes; risk investment programs; work-from-home schemes; “Get rich quick," "build your wealth," and "financial independence" offerings)

“Service Confidential Information" means (i) the Documentation and any analyses under Section 2.12; (ii) information regarding the research and development, product offerings, pricing and availability of BaBlahBlah or its vendors, suppliers or subcontractors; and (iii) any information which BaBlahBlah protects against unrestricted disclosure to others that (A) BaBlahBlah or its representatives designate as confidential at the time of disclosure, or (B) should reasonably be understood to be confidential given the nature of the information and the circumstances surrounding its disclosure.

“Service Provider” means any entity, including, but not limited to, mobile network operators and mobile messaging aggregators, that is used in relation to the supply of the Service.

“Service Provider Conditions” means the rates, terms and conditions and “codes of conduct” or message content rule and restrictions imposed by the applicable Service Providers on the provision of the Service and conduct of Customer Services as a condition of permitting the Network Provider and BaBlahBlah to provide the Service and Customer to conduct Customer Services, whether such Service Provider Conditions are incorporated in the terms of this Agreement or provided by BaBlahBlah to Customer in writing or by email from time to time.

DATA PROCESSING ADDENDUM

Last modified: May 11, 2023

The data controller and the data processor must sign a DPA. Due to the unique set up of BaBlahBlah.com, The company serves both purposes.

Data collected from users includes, but is not limited to: name, email address, password, birthdate, and geographic location.

Group Owners, who have, by signing up on the website, have agreed to the Terms of Service including CAN-SPAM and Text Messages Terms and Conditions of use, may have the ability to email members in their Groups. They will not be able to directly access email addresses or any other customer data outside of normal operations. They will only be able to use it.

This Data Processing Agreement (the “Addendum”) is between BaBlahBlah.com and the BaBlahBlah customer or trialer agreeing to the BaBlahBlah Terms of Service (the “Terms of Service”) (such customer or trialer, the “Customer”). This Addendum supplements and forms part of the Terms of Service. If a term is capitalized in this Addendum but not defined, it has the meaning given to it in our Terms of Service.

The Parties to this Addendum hereby agree to be bound by the terms and conditions herein as applicable with effect from May 11, 2023 or the effective date of the Terms of Use (whichever is later) (the “Effective Date”). We may amend this Addendum from time to time due to changes in Applicable Data Protection Laws or as otherwise determined by us in our commercially reasonable discretion. Any amendment will only become effective upon notification to you (by email or by posting on our website) and, if you do not agree to any such amendment, you should stop using our Services and contact us to cancel your account.

Under the Terms of Service, Customer has appointed a Service Provider to provide certain services (“Services”) to Customer. As a result of its providing the Services to Customer, Service Provider will store and process certain personal information of Customer as described below:

Definitions

For the purposes of this Addendum, the following expressions bear the following meanings unless expressly stated otherwise:

“Applicable Data Protection Laws” means the data protection laws of various jurisdictions that are applicable to the Service Provider, as determined by the Service Provider in its sole discretion, including without limitation, the General Data Protection Regulation 2016/679 (“GDPR”) and any law, statute, declaration, decree, directive, legislative enactment, order, ordinance, regulation, or rule applicable to Customer’s use of the Services.

“Customer Personal Data” means Personal Data (as the term is defined in the GDPR) provided by Customer to Service Provider for Processing on behalf of Customer pursuant to the Terms of Service.

“Data Controller” means any entity that alone or jointly with others determines the purposes and means of Processing.

“Data Processor” means the entity which Processes Personal Data on behalf of the Data Controller.

“Data Subject” means an identified or identifiable natural person who is in the EEA, the UK and Switzerland (the “GDPR Countries”) or whose behavior is monitored in the GDPR Countries or whose rights are protected by the GDPR.

“Model Clauses” means the standard contractual clauses attached hereto as Schedule 1 for the transfer of Personal Data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council, and implemented by the European Commission decision 2021/914, dated 4 June 2021.

“Process”, “Processed” or “Processing” have the meaning given in the GDPR.

“Third Countries” means all countries outside of the scope of the data protection laws of the European Economic Area (“EEA”), excluding countries approved as providing adequate protection for Personal Data by the European Commission from time to time.

The Customer Personal Data Processed by Service Provider will be subject to the following basic Processing activities: operations necessary for the provision of the Services under the Terms of Service by Service Provider, including the storage, retrieval, use, disclosure, erasure, destruction and access of the Customer Personal Data.
This Addendum shall apply to all Customer Personal Data provided to Service Provider for the purposes of the provision of the Services under the Terms of Service (the “Permitted Purpose”). Customer as a Data Controller or acting on behalf of a Data Controller appoints Service Provider as a Data Processor to Process the Customer Personal Data on Customer’s behalf. In some circumstances, Customer may be a Data Processor; in this case, Customer appoints Service Provider as a Subprocessor. In both cases, Service Provider remains a Data Processor with respect to Customer for the Processing activities under this Addendum. If there are other Data Controllers, Customer will identify and inform Service Provider of any such other Data Controllers upon request from the Service Provider. If Customer is acting on behalf of other Data Controllers, then Customer shall act as Service Provider’s main point of contact for all other Data Controllers and notice to Customer shall constitute notice to the Data Controller.
The Customer Personal Data Processed by Service Provider includes and shall be limited to the following categories of data: (i) identification and contact information (such as name, email address, address, title and contact details) of Customer’s customers and other contacts; and (ii) information gathered in connection with the provision of services to Customer relating to Customer’s contacts, including (a) analytics and information about marketing emails and other campaigns sent by Service Provider on behalf of Customer (including open rates and similar usage data) and (b) device, browser and information related to Customer’s contacts identified through use of the Services.
Service Provider shall process Customer Personal Data on Customer’s instructions and in compliance with Applicable Data Protection Laws.
Conditions of Processing

This Addendum governs the terms under which Service Provider is required to Process Customer Personal Data on behalf of Customer. In the event of any conflict or discrepancy between the terms of the Terms of Service and this Addendum, the terms of this Addendum shall prevail, to the extent of the conflict. In the event of any conflict or discrepancy between this Addendum and any applicable Model Clauses, the terms of the Model Clauses shall prevail to the extent of the conflict.

Service Provider’s Obligations
1. Service Provider shall only Process Customer Personal Data on behalf of Customer and in accordance with, and for the purposes set out in, the documented instructions received from Customer from time to time. If Service Provider becomes aware that Customer’s instruction violates Applicable Data Protection Laws, Service Provider agrees to inform Customer of its inability to comply as soon as reasonably practicable at the email address provided by Customer to Service Provider.
2. Service Provider shall ensure that its personnel who are authorized to Process the Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
3. Service Provider shall implement and hold in force for the term of this Addendum specific technical and organizational security measures as required by the Applicable Data Protection Laws.
4. Upon receipt by Service Provider of a request from an individual seeking to exercise any of their rights under Applicable Data Protection Laws related to Customer Personal Data, Customer authorizes Service Provider to direct such individual to Customer. Taking into account the nature of the processing, Service Provider shall, at Customer’s expense, assist Customer by appropriate technical and organizational measures, for the fulfillment of Customer’s obligation to respond to requests by Data Subjects to exercise their rights under Chapter III of the GDPR (including the data subject access right, the right to rectification and erasure, the right to the restriction of processing, the right to data portability and the right to object to processing) and any other Applicable Data Protection Laws. Service Provider shall carry out a request from Customer to amend or correct any of the Customer Personal Data to the extent necessary to allow Customer to comply with its responsibilities under Applicable Data Protection Laws. Further, Service Provider shall carry out a request from Customer to block, transfer or delete any of the Customer Personal Data to the extent necessary to allow Customer to comply with its responsibilities as a data controller under Applicable Data Protection Laws.
5. Taking into account the nature of the Processing under the Terms of Service and the information available to Service Provider, Service Provider shall, insofar as possible and at Customer’s expense, assist Customer in carrying out its obligations under Applicable Data Protection Laws, including Articles 32 to 36 of the GDPR, with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators. Service Provider shall promptly notify Customer about any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Customer Personal Data, as required by Applicable Data Protection Laws.
6. Upon termination of the Processing of Customer Personal Data by Service Provider and at the request of Customer, Service Provider shall delete all Customer Personal Data unless otherwise permitted or required by Applicable Data Protection Laws.
7. Customer may collect voluntary disclosures from the Service Provider or request the Service Provider to provide a certification or summary of an audit report that demonstrates compliance with their obligations under this Addendum or Applicable Data Protection Laws. If such information is not reasonably sufficient to prove Service Provider’s compliance with Applicable Data Protection Laws, Service Provider shall, subject to reasonable advance notice, permit the Customer or a third party authorized by the Customer and which is not a competitor of Service Provider to carry out the audits and inspections of the processing of Customer Personal Data by the Service Provider during normal business hours. Service Provider may require a third party auditor to enter into a confidentiality agreement before permitting it to carry out an audit or inspection. The auditing party shall bear its own costs in relation to such audit. The obligations set forth in this Section 7.7 shall only apply to Service Provider to the extent required by Applicable Data Protection Laws.
8. Customer acknowledges and agrees that Service Provider may, or may appoint an affiliate or third party subcontractor to, Process the Customer Personal Data in a Third Country, provided that it ensures that such Processing takes place in accordance with the requirements of Applicable Data Protection Laws. Customer hereby consents to Service Provider’s processing of Customer Personal Data in the United States to the extent necessary for Service Provider to provide the Services.
9. Customer acknowledges and agrees that the Service Provider may process the Customer Personal Data in the United States in accordance with the Service Provider’s Privacy Shield certification (and any replacement certification) where the processor has a current and valid Privacy Shield certification, which can be accessed at https://www.privacyshield.gov/list. In the event Privacy Shield (and any replacement certification) is invalidated or the Service Provider does not have a current and valid Privacy Shield certification and only to the extent the Service Provider Processes in any Third Country the Customer Personal Data of Data Subjects, the parties shall comply with the obligations set out in the Model Clauses, which are hereby incorporated into and form part of this Addendum. Customer hereby grants Service Provider a mandate to execute the Model Clauses, for and on behalf of Customer, with any relevant subcontractor (including affiliates) it appoints. If Customer acts as a Data Controller, then Module 2 of the Model Clauses shall apply. If Customer acts as a Data Processor for Customer Personal Data, then Module 3 of the Model Clauses shall apply.
10. Customer acknowledges and agrees that Service Provider relies solely on Customer for direction as to the extent to which Service Provider is entitled to Process Customer Personal Data. Consequently, Service Provider is not liable for any claim brought by Customer or a Data Subject arising from any action or omission by Service Provider to the extent that such action or omission resulted from Customer’s instructions.
Customer’s Obligations
1. Customer warrants that it has complied and continues to comply with the Applicable Data Protection Laws, in particular that it has obtained any necessary consents or given any necessary notices, and otherwise has a legitimate ground to disclose the Customer Personal Data to Service Provider and enable the Processing of the Customer Personal Data by the Service Provider as set out in this Addendum and as envisaged by the Terms of Service.
2. Customer agrees that it will indemnify and hold harmless Service Provider on demand from and against all claims, liabilities, costs, expenses, loss or damage (including consequential losses, loss of profit and loss of reputation and all interest, penalties and legal and other professional costs and expenses) incurred by Service Provider arising directly or indirectly from a breach of this Section 8 or any Applicable Data Protection Laws.
Sub-Contracting

Customer consents to Service Provider engaging third party sub-processors to process the Customer Personal Data for the Permitted Purpose. Service Provider shall maintain a current list of its subprocessors at https://www.constantcontact.com/legal/privacy/third-party-data, which will be updated from time to time to reflect any change in sub-processors. Service Provider ensures that it has a written agreement in place with all sub-processors which contains obligations on the subprocessor which are no less onerous on the relevant subprocessor than the obligations on Service Provider under this Addendum.
Termination

Termination of this Addendum shall be governed by the Terms of Service, mutatis mutandis.
Law and Jurisdiction

This Addendum and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in all respects in accordance with the laws of the Commonwealth of Massachusetts and each party hereby submits to the jurisdiction of the federal or state courts located in Boston, Massachusetts.

Schedule 1

STANDARD CONTRACTUAL CLAUSES

SECTION 1

Clause 1
Purpose and Scope

(a) The purpose of these standard contractual clauses is to ensure compliance with the requirements of 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 (General Data Protection Regulation) for the transfer of data to a third country.

(b) The Parties:

(i) the natural or legal person(s), public authority/ies, agency/ies or other body/ies (hereinafter ‘entity/ies’) transferring the personal data, as listed in Annex I.A (hereinafter each ‘data exporter’), and

(ii) the entity/ies in a third country receiving the personal data from the data exporter, directly or indirectly via another entity also Party to these Clauses, as listed in Annex I.A (hereinafter each ‘data importer’)

have agreed to these standard contractual clauses (hereinafter: ‘Clauses’).

(d) The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses.

Clause 2

Effect and invariability of the Clauses

(a) These Clauses set out appropriate safeguards, including enforceable data subject rights and effective legal remedies, pursuant to Article 46(1) and Article 46(2)(c) of Regulation (EU) 2016/679 and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679, provided they are not modified, except to select the appropriate Module(s) or to add or update information in the Appendix. This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a wider contract and/or to add other clauses or additional safeguards, provided that they do not contradict, directly or indirectly, these Clauses or prejudice the fundamental rights or freedoms of data subjects.

(b) These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of Regulation (EU) 2016/679.

Clause 3

Third-party beneficiaries

(a) Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:

(i) Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;

(ii) Clause 8 – Module One: Clause 8.5 (e) and Clause 8.9(b); Module Two: Clause 8.1(b), 8.9(a), (c), (d) and (e); Module Three: Clause 8.1(a), (c) and (d) and Clause 8.9(a), (c), (d), (e), (f) and (g); Module Four: Clause 8.1 (b) and Clause 8.3(b);

(iii) Clause 9 – Module Two: Clause 9(a), (c), (d) and (e); Module Three: Clause 9(a), (c), (d) and (e);

(iv) Clause 12 – Module One: Clause 12(a) and (d); Modules Two and Three: Clause 12(a), (d) and (f);

(v) Clause 13;

(vi) Clause 15.1(c), (d) and (e);

(vii) Clause 16(e);

(viii) Clause 18 – Modules One, Two and Three: Clause 18(a) and (b); Module Four: Clause 18.

(b) Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.

Clause 4

Interpretation

(a) Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.

(b) These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.

(c) These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679.

Clause 5

Hierarchy

In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties, existing at the time these Clauses are agreed or entered into thereafter, these Clauses shall prevail.

Clause 6

Description of the transfer(s)

The details of the transfer(s), and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred, are specified in Annex I.B.

Clause 7 – Omitted.

SECTION II – OBLIGATIONS OF THE PARTIES

Clause 8

Data protection safeguards

The data exporter warrants that it has used reasonable efforts to determine that the data importer is able, through the implementation of appropriate technical and organisational measures, to satisfy its obligations under these Clauses.

MODULE TWO: Transfer controller to processor

8.1 Instructions

(a) The data importer shall process the personal data only on documented instructions from the data exporter. The data exporter may give such instructions throughout the duration of the contract.

(b) The data importer shall immediately inform the data exporter if it is unable to follow those instructions.

8.2 Purpose limitation

The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I.B, unless on further instructions from the data exporter.

8.3 Transparency

On request, the data exporter shall make a copy of these Clauses, including the Appendix as completed by the Parties, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including the measures described in Annex II and personal data, the data exporter may redact part of the text of the Appendix to these Clauses prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand the its content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information. This Clause is without prejudice to the obligations of the data exporter under Articles 13 and 14 of Regulation (EU) 2016/679.

8.4 Accuracy

If the data importer becomes aware that the personal data it has received is inaccurate, or has become outdated, it shall inform the data exporter without undue delay. In this case, the data importer shall cooperate with the data exporter to erase or rectify the data.

8.5 Duration of processing and erasure or return of data

Processing by the data importer shall only take place for the duration specified in Annex I.B. After the end of the provision of the processing services, the data importer shall, at the choice of the data exporter, delete all personal data processed on behalf of the data exporter and certify to the data exporter that it has done so, or return to the data exporter all personal data processed on its behalf and delete existing copies. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit return or deletion of the personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process it to the extent and for as long as required under that local law. This is without prejudice to Clause 14, in particular the requirement for the data importer under Clause 14(e) to notify the data exporter throughout the duration of the contract if it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under Clause 14(a).

8.6 Security of processing

(a) The data importer and, during transmission, also the data exporter shall implement appropriate technical and organizational measures to ensure the security of the data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access to that data (hereinafter ‘personal data breach’). In assessing the appropriate level of security, the Parties shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subjects. The Parties shall in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner. In case of pseudonymisation, the additional information for attributing the personal data to a specific data subject shall, where possible, remain under the exclusive control of the data exporter. In complying with its obligations under this paragraph, the data importer shall at least implement the technical and organizational measures specified in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.

(b) The data importer shall grant access to the personal data to members of its personnel only to the extent strictly necessary for the implementation, management and monitoring of the contract. It shall ensure that persons authorized to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

(c) In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the breach, including measures to mitigate its adverse effects. The data importer shall also notify the data exporter without undue delay after having become aware of the breach. Such notification shall contain the details of a contact point where more information can be obtained, a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), its likely consequences and the measures taken or proposed to address the breach including, where appropriate, measures to mitigate its possible adverse effects. Where, and in so far as, it is not possible to provide all information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.

(d) The data importer shall cooperate with and assist the data exporter to enable the data exporter to comply with its obligations under Regulation (EU) 2016/679, in particular to notify the competent supervisory authority and the affected data subjects, taking into account the nature of processing and the information available to the data importer.

8.7 Sensitive data

Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions and offences (hereinafter ‘sensitive data’), the data importer shall apply the specific restrictions and/or additional safeguards described in Annex I.B.

8.8 Onward transfers

The data importer shall only disclose the personal data to a third party on documented instructions from the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union (in the same country as the data importer or in another third country, hereinafter ‘onward transfer’) if the third party is or agrees to be bound by these Clauses, under the appropriate Module, or if:

(i) the onward transfer is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer;

(ii) the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 Regulation of (EU) 2016/679 with respect to the processing in question;

(iii) the onward transfer is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or

(iv) the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person.

Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.

8.9 Documentation and compliance

(a) The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses.

(b) The Parties shall be able to demonstrate compliance with these Clauses. In particular, the data importer shall keep appropriate documentation on the processing activities carried out on behalf of the data exporter.

(c) The data importer shall make available to the data exporter all information necessary to demonstrate compliance with the obligations set out in these Clauses and at the data exporter’s request, allow for and contribute to audits of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance. In deciding on a review or audit, the data exporter may take into account relevant certifications held by the data importer.

(d) The data exporter may choose to conduct the audit by itself or mandate an independent auditor. Audits may include inspections at the premises or physical facilities of the data importer and shall, where appropriate, be carried out with reasonable notice.

(e) The Parties shall make the information referred to in paragraphs (b) and (c), including the results of any audits, available to the competent supervisory authority on request.

MODULE THREE: Transfer processor to processor

8.1 Instructions

(a) The data exporter has informed the data importer that it acts as processor under the instructions of its controller(s), which the data exporter shall make available to the data importer prior to processing.

(b) The data importer shall process the personal data only on documented instructions from the controller, as communicated to the data importer by the data exporter, and any additional documented instructions from the data exporter. Such additional instructions shall not conflict with the instructions from the controller. The controller or data exporter may give further documented instructions regarding the data processing throughout the duration of the contract.

(c) The data importer shall immediately inform the data exporter if it is unable to follow those instructions. Where the data importer is unable to follow the instructions from the controller, the data exporter shall immediately notify the controller.

(d) The data exporter warrants that it has imposed the same data protection obligations on the data importer as set out in the contract or other legal act under Union or Member State law between the controller and the data exporter.

8.2 Purpose limitation

The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I.B., unless on further instructions from the controller, as communicated to the data importer by the data exporter, or from the data exporter.

8.3 Transparency

On request, the data exporter shall make a copy of these Clauses, including the Appendix as completed by the Parties, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including personal data, the data exporter may redact part of the text of the Appendix prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand its content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information.

8.4 Accuracy

8.5 Duration of processing and erasure or return of data

Processing by the data importer shall only take place for the duration specified in Annex I.B. After the end of the provision of the processing services, the data importer shall, at the choice of the data exporter, delete all personal data processed on behalf of the controller and certify to the data exporter that it has done so, or return to the data exporter all personal data processed on its behalf and delete existing copies. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit return or deletion of the personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process it to the extent and for as long as required under that local law. This is without prejudice to Clause 14, in particular the requirement for the data importer under Clause 14(e) to notify the data exporter throughout the duration of the contract if it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under Clause 14(a).

8.6 Security of processing

(a) The data importer and, during transmission, also the data exporter shall implement appropriate technical and organizational measures to ensure the security of the data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access to that data (hereinafter “personal data breach”). In assessing the appropriate level of security, they shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subject. The Parties shall in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner. In case of pseudonymisation, the additional information for attributing the personal data to a specific data subject shall, where possible, remain under the exclusive control of the data exporter or the controller. In complying with its obligations under this paragraph, the data importer shall at least implement the technical and organizational measures specified in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.

(b) The data importer shall grant access to the data to members of its personnel only to the extent strictly necessary for the implementation, management and monitoring of the contract. It shall ensure that persons authorized to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

(c) In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the breach, including measures to mitigate its adverse effects. The data importer shall also notify, without undue delay, the data exporter and, where appropriate and feasible, the controller after having become aware of the breach. Such notification shall contain the details of a contact point where more information can be obtained, a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), its likely consequences and the measures taken or proposed to address the data breach, including measures to mitigate its possible adverse effects. Where, and in so far as, it is not possible to provide all information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.

(d) The data importer shall cooperate with and assist the data exporter to enable the data exporter to comply with its obligations under Regulation (EU) 2016/679, in particular to notify its controller so that the latter may in turn notify the competent supervisory authority and the affected data subjects, taking into account the nature of processing and the information available to the data importer.

8.7 Sensitive data

Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions and offences (hereinafter “sensitive data”), the data importer shall apply the specific restrictions and/or additional safeguards set out in Annex I.B.

8.8 Onward transfers

The data importer shall only disclose the personal data to a third party on documented instructions from the controller, as communicated to the data importer by the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union (in the same country as the data importer or in another third country, hereinafter “onward transfer”) if the third party is or agrees to be bound by these Clauses, under the appropriate Module, or if:

(i) the onward transfer is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer;

(ii) the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 of Regulation (EU) 2016/679;

(iii) the onward transfer is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or

(iv) the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person.

Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.

8.9 Documentation and compliance

(a) The data importer shall promptly and adequately deal with enquiries from the data exporter or the controller that relate to the processing under these Clauses.

(c) The data importer shall make all information necessary to demonstrate compliance with the obligations set out in these Clauses available to the data exporter, which shall provide it to the controller.

(d) The data importer shall allow for and contribute to audits by the data exporter of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance. The same shall apply where the data exporter requests an audit on instructions of the controller. In deciding on an audit, the data exporter may take into account relevant certifications held by the data importer.

(e) Where the audit is carried out on the instructions of the controller, the data exporter shall make the results available to the controller.

(f) The data exporter may choose to conduct the audit by itself or mandate an independent auditor. Audits may include inspections at the premises or physical facilities of the data importer and shall, where appropriate, be carried out with reasonable notice.

(g)The Parties shall make the information referred to in paragraphs (b) and (c), including the results of any audits, available to the competent supervisory authority on request.

Clause 9

Use of sub-processors

MODULE TWO: Transfer controller to processor

(a) The data importer has the data exporter’s general authorisation for the engagement of sub-processor(s) from an agreed list. The data importer shall specifically inform the data exporter in writing of any intended changes to that list through the addition or replacement of sub-processors at least five (5) days prior to when the new sub-processor begins to process personal data, thereby giving the data exporter sufficient time to be able to object to such changes prior to the engagement of the sub-processor(s). The data importer shall provide the data exporter with the information necessary to enable the data exporter to exercise its right to object.

(b) Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the data exporter), it shall do so by way of a written contract that provides for, in substance, the same data protection obligations as those binding the data importer under these Clauses, including in terms of third-party beneficiary rights for data subjects. The Parties agree that, by complying with this Clause, the data importer fulfils its obligations under Clause 8.8. The data importer shall ensure that the sub-processor complies with the obligations to which the data importer is subject pursuant to these Clauses.

(c) The data importer shall provide, at the data exporter’s request, a copy of such a sub-processor agreement and any subsequent amendments to the data exporter. To the extent necessary to protect business secrets or other confidential information, including personal data, the data importer may redact the text of the agreement prior to sharing a copy.

(d) The data importer shall remain fully responsible to the data exporter for the performance of the sub-processor’s obligations under its contract with the data importer. The data importer shall notify the data exporter of any failure by the sub-processor to fulfil its obligations under that contract.

(e) The data importer shall agree a third-party beneficiary clause with the sub-processor whereby – in the event the data importer has factually disappeared, ceased to exist in law or has become insolvent – the data exporter shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data.

MODULE THREE: Transfer processor to processor

(a) The data importer has the controller’s general authorisation for the engagement of sub-processor(s) from an agreed list. The data importer shall specifically informthe controller of any intended changes to that list through the addition or replacement of sub-processors at least five (5) days prior to when the new sub-processor begins to process personal data, thereby giving the controller sufficient time to be able to object to such changes prior to the engagement of the sub-processor(s). The data importer shall provide the controller with the information necessary to enable the controller to exercise its right to object. The data importer shall inform the data exporter of the engagement of the sub-processor(s).

(b) Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the controller), it shall do so by way of a written contract that provides for, in substance, the same data protection obligations as those binding the data importer under these Clauses, including in terms of third-party beneficiary rights for data subjects. The Parties agree that, by complying with this Clause, the data importer fulfils its obligations under Clause 8.8. The data importer shall ensure that the sub-processor complies with the obligations to which the data importer is subject pursuant to these Clauses.

(c) The data importer shall provide, at the data exporter’s or controller’s request, a copy of such a sub-processor agreement and any subsequent amendments. To the extent necessary to protect business secrets or other confidential information, including personal data, the data importer may redact the text of the agreement prior to sharing a copy.

(e) The data importer shall agree a third-party beneficiary clause with the sub-processor whereby - in the event the data importer has factually disappeared, ceased to exist in law or has become insolvent - the data exporter shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data.

Clause 10

Data subject rights

MODULE TWO: Transfer controller to processor

(a) The data importer shall promptly notify the data exporter of any request it has received from a data subject. It shall not respond to that request itself unless it has been authorised to do so by the data exporter.

(b) The data importer shall assist the data exporter in fulfilling its obligations to respond to data subjects’ requests for the exercise of their rights under Regulation (EU) 2016/679. In this regard, the Parties shall set out in Annex II the appropriate technical and organisational measures, taking into account the nature of the processing, by which the assistance shall be provided, as well as the scope and the extent of the assistance required.

(c) In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the data exporter.

MODULE THREE: Transfer processor to processor

(a) The data importer shall promptly notify the data exporter and, where appropriate, the controller of any request it has received from a data subject, without responding to that request unless it has been authorized to do so by the controller.

(b) The data importer shall assist, where appropriate in cooperation with the data exporter, the controller in fulfilling its obligations to respond to data subjects’ requests for the exercise of their rights under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable. In this regard, the Parties shall set out in Annex II the appropriate technical and organizational measures, taking into account the nature of the processing, by which the assistance shall be provided, as well as the scope and the extent of the assistance required.

(c) In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the controller, as communicated by the data exporter.

Clause 11

Redress

(a) The data importer shall inform data subjects in a transparent and easily accessible format, through individual notice or on its website, of a contact point authorized to handle complaints. It shall deal promptly with any complaints it receives from a data subject.

(b) In case of a dispute between a data subject and one of the Parties as regards compliance with these Clauses, that Party shall use its best efforts to resolve the issue amicably in a timely fashion. The Parties shall keep each other informed about such disputes and, where appropriate, cooperate in resolving them.

(c) Where the data subject invokes a third-party beneficiary right pursuant to Clause 3, the data importer shall accept the decision of the data subject to:

(i) lodge a complaint with the supervisory authority in the Member State of his/her habitual residence or place of work, or the competent supervisory authority pursuant to Clause 13;

(ii) refer the dispute to the competent courts within the meaning of Clause 18.

(d) The Parties accept that the data subject may be represented by a not-for-profit body, organization or association under the conditions set out in Article 80(1) of Regulation (EU) 2016/679.

(e) The data importer shall abide by a decision that is binding under the applicable EU or Member State law.

(f) The data importer agrees that the choice made by the data subject will not prejudice his/her substantive and procedural rights to seek remedies in accordance with applicable laws.

Clause 12

Liability

(a) Each Party shall be liable to the other Party/ies for any damages it causes the other Party/ies by any breach of these Clauses.

(b) The data importer shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data importer or its sub-processor causes the data subject by breaching the third-party beneficiary rights under these Clauses.

(c) Notwithstanding paragraph (b), the data exporter shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data exporter or the data importer (or its sub-processor) causes the data subject by breaching the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter and, where the data exporter is a processor acting on behalf of a controller, to the liability of the controller under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable.

(d) The Parties agree that if the data exporter is held liable under paragraph (c) for damages caused by the data importer (or its sub-processor), it shall be entitled to claim back from the data importer that part of the compensation corresponding to the data importer’s responsibility for the damage.

(e) Where more than one Party is responsible for any damage caused to the data subject as a result of a breach of these Clauses, all responsible Parties shall be jointly and severally liable and the data subject is entitled to bring an action in court against any of these Parties.

(f) The Parties agree that if one Party is held liable under paragraph (e), it shall be entitled to claim back from the other Party/ies that part of the compensation corresponding to its/their responsibility for the damage.

(g) The data importer may not invoke the conduct of a sub-processor to avoid its own liability.

Clause 13

Supervision

(a) Where the data exporter is established in an EU Member State: The supervisory authority with responsibility for ensuring compliance by the data exporter with Regulation (EU) 2016/679 as regards the data transfer, as indicated in Annex I.C, shall act as competent supervisory authority.

Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) and has appointed a representative pursuant to Article 27(1) of Regulation (EU) 2016/679: The supervisory authority of the Member State in which the representative within the meaning of Article 27(1) of Regulation (EU) 2016/679 is established, as indicated in Annex I.C, shall act as competent supervisory authority.

Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) without however having to appoint a representative pursuant to Article 27(2) of Regulation (EU) 2016/679: The supervisory authority of one of the Member States in which the data subjects whose personal data is transferred under these Clauses in relation to the offering of goods or services to them, or whose behavior is monitored, are located, as indicated in Annex I.C, shall act as competent supervisory authority.

(b) The data importer agrees to submit itself to the jurisdiction of and cooperate with the competent supervisory authority in any procedures aimed at ensuring compliance with these Clauses. In particular, the data importer agrees to respond to enquiries, submit to audits and comply with the measures adopted by the supervisory authority, including remedial and compensatory measures. It shall provide the supervisory authority with written confirmation that the necessary actions have been taken.

SECTION III – LOCAL LAWS AND OBLIGATIONS IN CASE OF ACCESS BY PUBLIC AUTHORITIES

Clause 14

Local laws and practices affecting compliance with the Clauses

(a) The Parties warrant that they have no reason to believe that the laws and practices in the third country of destination applicable to the processing of the personal data by the data importer, including any requirements to disclose personal data or measures authorizing access by public authorities, prevent the data importer from fulfilling its obligations under these Clauses. This is based on the understanding that laws and practices that respect the essence of the fundamental rights and freedoms and do not exceed what is necessary and proportionate in a democratic society to safeguard one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679, are not in contradiction with these Clauses.

(b) The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:

(i) the specific circumstances of the transfer, including the length of the processing chain, the number of actors involved and the transmission channels used; intended onward transfers; the type of recipient; the purpose of processing; the categories and format of the transferred personal data; the economic sector in which the transfer occurs; the storage location of the data transferred;

(ii) the laws and practices of the third country of destination– including those requiring the disclosure of data to public authorities or authorizing access by such authorities – relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards;

(iii) any relevant contractual, technical or organizational safeguards put in place to supplement the safeguards under these Clauses, including measures applied during transmission and to the processing of the personal data in the country of destination.

(c) The data importer warrants that, in carrying out the assessment under paragraph (b), it has made its best efforts to provide the data exporter with relevant information and agrees that it will continue to cooperate with the data exporter in ensuring compliance with these Clauses.

(d) The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.

(e) The data importer agrees to notify the data exporter promptly if, after having agreed to these Clauses and for the duration of the contract, it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under paragraph (a), including following a change in the laws of the third country or a measure (such as a disclosure request) indicating an application of such laws in practice that is not in line with the requirements in paragraph (a).

(f) Following a notification pursuant to paragraph (e), or if the data exporter otherwise has reason to believe that the data importer can no longer fulfill its obligations under these Clauses, the data exporter shall promptly identify appropriate measures (e.g. technical or organizational measures to ensure security and confidentiality) to be adopted by the data exporter and/or data importer to address the situation. The data exporter shall suspend the data transfer if it considers that no appropriate safeguards for such transfer can be ensured, or if instructed by the competent supervisory authority to do so. In this case, the data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses. If the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise. Where the contract is terminated pursuant to this Clause, Clause 16(d) and (e) shall apply.

Clause 15

Obligations of the data importer in case of access by public authorities

15.1 Notification

(a) The data importer agrees to notify the data exporter and, where possible, the data subject promptly (if necessary with the help of the data exporter) if it:

(i) receives a legally binding request from a public authority, including judicial authorities, under the laws of the country of destination for the disclosure of personal data transferred pursuant to these Clauses; such notification shall include information about the personal data requested, the requesting authority, the legal basis for the request and the response provided; or

(ii) becomes aware of any direct access by public authorities to personal data transferred pursuant to these Clauses in accordance with the laws of the country of destination; such notification shall include all information available to the importer.

(b) If the data importer is prohibited from notifying the data exporter and/or the data subject under the laws of the country of destination, the data importer agrees to use its best efforts to obtain a waiver of the prohibition, with a view to communicating as much information as possible, as soon as possible. The data importer agrees to document its best efforts in order to be able to demonstrate them on request of the data exporter.

(c) Where permissible under the laws of the country of destination, the data importer agrees to provide the data exporter, at regular intervals for the duration of the contract, with as much relevant information as possible on the requests received (in particular, number of requests, type of data requested, requesting authority/ies, whether requests have been challenged and the outcome of such challenges, etc.).

(d) The data importer agrees to preserve the information pursuant to paragraphs (a) to (c) for the duration of the contract and make it available to the competent supervisory authority on request.

(e) Paragraphs (a) to (c) are without prejudice to the obligation of the data importer pursuant to Clause 14(e) and Clause 16 to inform the data exporter promptly where it is unable to comply with these Clauses.

15.2 Review of legality and data minimisation

(a) The data importer agrees to review the legality of the request for disclosure, in particular whether it remains within the powers granted to the requesting public authority, and to challenge the request if, after careful assessment, it concludes that there are reasonable grounds to consider that the request is unlawful under the laws of the country of destination, applicable obligations under international law and principles of international comity. The data importer shall, under the same conditions, pursue possibilities of appeal. When challenging a request, the data importer shall seek interim measures with a view to suspending the effects of the request until the competent judicial authority has decided on its merits. It shall not disclose the personal data requested until required to do so under the applicable procedural rules. These requirements are without prejudice to the obligations of the data importer under Clause 14(e).

(b) The data importer agrees to document its legal assessment and any challenge to the request for disclosure and, to the extent permissible under the laws of the country of destination, make the documentation available to the data exporter. It shall also make it available to the competent supervisory authority on request.

(c) The data importer agrees to provide the minimum amount of information permissible when responding to a request for disclosure, based on a reasonable interpretation of the request.

SECTION IV – FINAL PROVISIONS

Clause 16

Non-compliance with the Clauses and termination

(a) The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.

(b) In the event that the data importer is in breach of these Clauses or unable to comply with these Clauses, the data exporter shall suspend the transfer of personal data to the data importer until compliance is again ensured or the contract is terminated. This is without prejudice to Clause 14(f).

(c) The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where:

(i) the data exporter has suspended the transfer of personal data to the data importer pursuant to paragraph (b) and compliance with these Clauses is not restored within a reasonable time and in any event within one month of suspension;

(ii) the data importer is in substantial or persistent breach of these Clauses; or

(iii) the data importer fails to comply with a binding decision of a competent court or supervisory authority regarding its obligations under these Clauses.

In these cases, it shall inform the competent supervisory authority of such non-compliance. Where the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise.

(d) Personal data that has been transferred prior to the termination of the contract pursuant to paragraph (c) shall at the choice of the data exporter immediately be returned to the data exporter or deleted in its entirety. The same shall apply to any copies of the data. The data importer shall certify the deletion of the data to the data exporter. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit the return or deletion of the transferred personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process the data to the extent and for as long as required under that local law.

(e) Either Party may revoke its agreement to be bound by these Clauses where (i) the European Commission adopts a decision pursuant to Article 45(3) of Regulation (EU) 2016/679 that covers the transfer of personal data to which these Clauses apply; or (ii) Regulation (EU) 2016/679 becomes part of the legal framework of the country to which the personal data is transferred. This is without prejudice to other obligations applying to the processing in question under Regulation (EU) 2016/679.

Clause 17

Governing law

These Clauses shall be governed by the law of the EU Member State in which the data exporter is established. Where such law does not allow for third-party beneficiary rights, they shall be governed by the law of another EU Member State that does allow for third-party beneficiary rights. The Parties agree that this shall be the law of Ireland.

Clause 18

Choice of forum and jurisdiction

(a) Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.

(b) The Parties agree that those shall be the courts of Ireland.

(c) A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of the Member State in which he/she has his/her habitual residence.

(d) The Parties agree to submit themselves to the jurisdiction of such courts.

APPENDIX

This Appendix forms part of the Clauses.

ANNEX I

A. LIST OF PARTIES

Data exporter(s): The data exporter is the BaBlahBlah customer or trialer agreeing to the BaBlahBlah Website and Products Terms and Conditions of Use (such customer or trialer, the “Customer”). Customer acts as a Data Controller or Data Processor.

Data importer(s): The data importer is BaBlahBlah (the “Service Provider”), which acts as a Data Processor.

B. DESCRIPTION OF TRANSFER

Categories of data subjects whose personal data is transferred: The Customer Personal Data transferred concerns the Customer’s customers, contacts, prospective customers, and website visitors.

Categories of personal data transferred: As applicable, name, contact information (e.g. email address, phone number, physical address), geographical data, device identification data, information from connected accounts authorized by the Customer, and other Customer Personal Data processed pursuant to the Terms of Service. Depending on how Customer uses the Services, the following information could be inferred from Customer’s usage: business network and experience, educational data, financial data, and interests.

Sensitive data transferred (if applicable): The parties do not anticipate special categories of data being processed. Depending on how Customer uses the Services, some sensitive data may be inferred from Customer’s Usage.

The frequency of the transfer: Data will be transferred on a continuous basis.

Nature of the processing: Customer determines the types of data they submit to Service Provider to process on their behalf in the course of using the Services pursuant to the Terms of Service.

Purpose(s) of the data transfer and further processing: Personal Data shall be processed to provide the Services to Customer.

The period for which the personal data will be retained: Data processing will be for the term of the Terms of Service and for a reasonable period of time after the termination of the Terms of Service.

For transfers to (sub-) processors: Service Provider may engage subprocessors to provide parts of the Services in compliance with the parties’ agreement.

C. COMPETENT SUPERVISORY AUTHORITY

Irish Data Protection Commission.

ANNEX II

TECHNICAL AND ORGANIZATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA

The details of the technical organizational measures applicable to the Services being provided by Service Provider to Customer can be found at https://www.constantcontact.com/legal/security.

ANNEX III

LIST OF SUB-PROCESSORS

Customer has authorized the use of the subprocessors detailed at https://www.constantcontact.com/legal/privacy/third-party-data which are applicable to the Service being provided to Customer.

UK ADDENDUM TO SCHEDULE 1

International Data Transfer Addendum to the EU Commission Standard Contractual Clauses

For purposes of this UK Addendum to Schedule 1 (the “UK Addendum”), capitalized terms used but not defined herein shall have the meaning set forth in either the Data Processing Addendum or the UK Data Protection Act 2018, as applicable.

This Addendum has been issued by the Information Commissioner for Parties making Restricted Transfers. The Information Commissioner considers that it provides Appropriate Safeguards for Restricted Transfers when it is entered into as a legally binding contract.

Part 1: Tables

Table 1: Parties

Start date

Effective Date as defined in the attached Data Processing Addendum (“DPA”).

The Parties	Exporter (who sends the Restricted Transfer)	Importer (who receives the Restricted Transfer)
Parties’ details	Full legal name: Customer Trading name (if different): N/A Main address (if a company registered address): As designated in Customer’s account Official registration number (if any) (company number or similar identifier): N/A	Full legal name: See definition of BaBlahBlah in Terms of Service; Trading name (if different): N/A Main address (if a company registered address): 1601 Trapelo Road, Waltham, Massachusetts 02451, United States Official registration number (if any) (company number or similar identifier): N/A
Key Contact	Full Name (optional): Customer Job Title: N/A Contact details including email: As designated in Customer’s account	Full Name (optional): Job Title: General Counsel Contact details including email: privacy@constantcontact.com
Signature (if required for the purposes of Section ‎2)	Exporter is deemed to have signed this UK Addendum as of Effective Date as defined in the DPA.	Importer is deemed to have signed this UK Addendum as of the Effective Date as defined in the DPA.

Table 2: Selected SCCs, Modules and Selected Clauses

Addendum EU SCCs

☒ The version of the Approved EU SCCs which this Addendum is appended to, detailed below, including the Appendix Information:

Date: Effective Date as defined in the DPA

Table 3: Appendix Information

“Appendix Information” means the information which must be provided for the selected modules as set out in the Appendix of the Approved EU SCCs (other than the Parties), and which for this Addendum is set out in:

Annex 1A: List of Parties: See Table 1 of this UK Addendum

Annex 1B: Description of Transfer: See Annex 1B of the Model Clauses

Annex II: Technical and organizational measures including technical and organizational measures to ensure the security of the data: See Annex II of the Model Clauses

Annex III: List of Sub processors (Modules 2 only): See Annex III of the Model Clauses

Table 4: Ending this Addendum when the Approved Addendum Changes

Ending this Addendum when the Approved Addendum changes

Which Parties may end this Addendum as set out in Section 19:
☒ Importer
☐ Exporter
☐ neither Party

Part 2: Mandatory Clauses

Mandatory Clauses of the Approved Addendum, being the template Addendum B.1.0 issued by the ICO and laid before Parliament in accordance with s119A of the Data Protection Act 2018 on 2 February 2022, as it is revised under Section 18 of those Mandatory Clauses.

CUSTOMER CONTACT DATA NOTICE

Last modified: May 11, 2023

Collection of Customers’ Contact Data

Contact Data Provided by You

BaBlahBlah will have your email address and other contact data under the following circumstances:

If you sign up to use the services
If you register for an event held by one of our customers or join a Group created by a customer

We (or another third party) may set a cookie on your browser when you access an event registration form in order for marketing research or similar purposes. For more information on how to manage cookies in your web browser, visit http://www.allaboutcookies.org.

Use and Sharing of Customers’ Contact Data

We may disclose your personal information as required by law, such as to comply with a subpoena or other legal process.

We are located in, and store and process your information in, the United States, although we may use service providers outside the United States. When we transfer your information to service providers, we do so in compliance with applicable privacy laws.

Choice/Opt-Out

All emails you receive through our platform include an easy, automated way to stop receiving marketing emails from the sender (unsubscribe). If you wish to unsubscribe, simply click on the Unsubscribe link at the end of any email you receive from a BaBlahBlah sender. If you believe you have received an unsolicited commercial email from us on behalf of any of our customers, you may report it to us at legal@bablahblah.com

Requests Related to Your Personal Information

BaBlahBlah does not own the contact lists or databases held by our customers. We are a “data processor” or “service provider” under applicable privacy laws, which means that we have an obligation to keep your data safe and secure.

Notification of Changes

We may update the information on this page at any time, so please review it frequently.

COOKIE NOTICE

Last modified: May 11, 2023

This Cookie Notice describes how and why BaBlahBlah.com (“we,” “us” or “BaBlahBlah”) uses cookies, web beacons, and other similar technologies (“Tracking Technologies”) in the course of our business, including through websites and apps that link to this Cookie Notice. It also explains your rights to control our use of these Tracking Technologies..

“Do Not Sell My Personal Information” Rights: Constant Contact does not sell your personal information in the traditional sense. However, under California law, the use of Tracking Technologies as described in this Cookie Notice may constitute a “sale” of personal information. For more information and instructions on how to opt out, please see below.

WHAT ARE COOKIES?

Cookies are small data files placed on your computer or other internet-enabled device that enable our features and functionality. They allow us to record information when you visit or interact with our websites, products and services (collectively, our “Websites”). Other tracking technologies, such as web beacons and pixels work similarly to cookies, placing small data files on your device that monitor your Website activity.

HOW DO WE USE COOKIES?

We use cookies and other Tracking Technologies to make our Websites easier to use and to better tailor them to your interests and needs. We use the information we obtain from cookies and other Tracking Technologies to carry out profiling activities in order to learn more about you and offer you tailored advertising based on your behavior on our Websites. We also use these technologies to compile information that allows us to better understand our customers and visitors.

WHAT KINDS OF COOKIES AND TRACKING TECHNOLOGIES DO WE USE?

Persistent and Session Cookies -We use two categories of cookies: persistent cookies and session cookies. Persistent cookies are cookies that help us recognize you. They are stored on your device in between browser sessions, allowing us to remember your preferences and actions across multiple sites and on multiple visits. Session cookies expire at the end of your browser session, allowing us to link your actions during a particular browsing session.

Third Party Cookies - In addition to the first party cookies set by us, we also allow third parties to set cookies on our Websites. Third parties may use cookies and other Tracking Technologies to enable the third party’s features or functionalities to be provided through the Website you are using. The third party setting these cookies can recognize your device both when it visits our Website and when it visits certain other websites or services. For example, our paid endorsers, or affiliates, may use third party cookies to identify you as a referral so they can be compensated if you sign up for services from us as a result of visiting one of our paid endorsers. Third party vendors such as Google may also use cookies or other device identifiers to provide you with targeted advertisements based on your past visits to our Website.

Cross-Device Tracking - We perform cross-device tracking which allows us to provide more relevant advertising to you on multiple devices. We do this by identifying browsing activity on your smartphones, tablets, desktop computers and other devices connected to the same IP address or logged into the same account to better understand the products and services that might be of interest to you.

Local Storage - We also use Local Storage to, among other things, optimize screen presentation, video and other preference information.

Google Analytics - We use Google Analytics which is a web analytics tool that helps us understand how users engage with our Websites. Like many services, Google Analytics uses first-party cookies to track user interactions and collect information about how users use our Website. This information is used to compile reports and to help us improve our Websites. The reports disclose website trends without identifying individual visitors.

WHY DO WE USE COOKIES?

We use the following types of cookies for the reasons described below. These cookies may be set by us or a third party service provider to perform the functions described below:

Required: These cookies and Tracking Technologies are required for our Websites to work correctly. For example, these cookies allow you to navigate our Website and use essential features, including secure areas and shopping baskets.
Analytics: These cookies and Tracking Technologies help us understand how customers and visitors interact with our Websites. They provide us with information about areas of our Websites visited, time spent on our Websites, transactions performed, and any error messages you receive. These cookies allow us to improve the performance of our Websites. They may collect your IP address but only for the purpose of identifying general locations of visitors and identifying fraudulent or spam traffic.
Functional: These cookies and Tracking Technologies allow our Websites to remember choices you make to give you better functionality and a personalized experience. For example, when you select a specific currency on one of our Websites, we will remember your currency selection when you return.
Advertising: These cookies and Tracking Technologies allow us to deliver content, including advertisements, relevant to your specific interests. This content may be delivered on our Websites or on third party websites or services. They allow us to understand and improve the relevancy of our advertisements. They may track personal information, including your IP address.

HOW CAN I CONTROL COOKIES?

“Do Not Sell My Personal Information” Rights - The California Consumer Privacy Act (CCPA) gives consumers the right to opt out of the sale of their personal information. The term "sale" is broadly defined by the CCPA and includes sharing personal information for monetary or other valuable consideration. The Tracking Technologies described in this Cookie Notice can collect personal information about you that can be used by us and our authorized third-party partners and service providers. Our sharing of your personal information in this way may constitute a “sale” under the CCPA. You can opt out of such sharing by clicking Cookie Settings to update your cookie preferences.

Visitors from Europe - If you visit our Websites from the European Union and/or the European Economic Area, only required cookies, as described above, will be used on our Websites by default. Other cookies and Tracking Technologies will only be used when you consent.

Visitors from Outside of Europe - If you visit our Website from outside Europe, all cookies and similar Tracking Technologies described above will be used by default. If you would prefer not to receive personalized ads based on your browser or device usage, you may generally express your opt-out preference to no longer receive tailored advertisements. Please note that you will continue to see advertisements, but they will no longer be tailored to your interests.

If you opt out of receiving certain cookies from us, your web browser will be associated with a generic “opt-out” cookie, which will prevent us from associating any non-personal information with your browser. Our “opt-out” cookie has no expiration date. Since this program is cookie-based, you may need to opt out again if you do any of the following:

Delete your cookies;
Block cookies, including third party cookies;
Switch internet browsers;
Change computers; or
Upgrade your web browser.

Internet Browser Settings - Internet browsers allow you to change your cookie settings via the “options’ or “preferences” menu in your browser. Please note that if you set your browser to refuse or block all cookies, certain features or functionalities of our Websites will be limited or unavailable to you.

Do Not Track Signals - Some internet browsers include the ability to transmit “do not track” signals. Because no industry standard has yet been developed with respect to “do not track,” our Websites do not currently process or respond to such “do not track” signals.

Some internet browsers may offer their own management tools for removing HTML5 and other Local Storage Objects.

Google Analytics - You can opt out of Google’s use of cookies or device identifiers without affecting how you visit or use our Website. For more information on opting out of Google’s use of cookies across all websites you use, visit this Google page: https://adssettings.google.com/authenticated. To provide you with more choice on how your data is collected by Google Analytics, Google has developed an opt-out browser add-on, which is available at https://tools.google.com/dlpage/gaoptout and enables you to opt out of being tracked by Google Analytics.

More Information About Cookies

Further information about deleting and blocking cookies can be found at http://www.allaboutcookies.org.

Further information about our advertisers’ use of cookies can be found at:

European Interactive Digital Advertising Alliance: http://www.youronlinechoices.eu/
Internet Advertising Bureau (US): https://www.iab.com/
Internet Advertising Bureau (EU): https://www.iabeurope.eu/

Interest-Based Advertising - To opt out of interest-based advertising by advertisers, you may use the following consumer choice mechanisms by visiting:

Digital Advertising Alliance (DAA)’s self-regulatory opt-out page (https://optout.aboutads.info/). For mobile apps, visit mobile application-based "AppChoices" download page (https://youradchoices.com/appchoices)
European Interactive Digital Advertising Alliance (http://www.youronlinechoices.eu/) for visitors located in Europe
Network Advertising Initiative (NAI)’s self-regulatory opt-out page (https://optout.networkadvertising.org/).

Information Security Program

Last modified: May 11, 2023

BaBlahBlah (“we,” “us” or “BaBlahBlah”) has implemented internal policies and controls to try to ensure that customer data is protected and only accessed by authorized BaBlahBlah employees in the performance of their duties. Where BaBlahBlah engages third parties to process customer data on its behalf, they do so in accordance with our written instructions under a duty of confidentiality, and they are required to implement appropriate technical and administrative measures to ensure the data is secure.

More specifically, BaBlahBlah maintains: confidentiality by ensuring that only people who are authorized to use the data can access it; integrity by ensuring that data is accurate and suitable for the purpose for which it is processed; and availability by ensuring that authorized users are able to access and use the data they need for authorized purposes in a timely and reliable manner.

BaBlahBlah takes an enterprise approach to security that monitors controls at different layers throughout the organization, including physical security, network security, host security, software development security, and user account security, each as further discussed below.

Physical Security

Physical access to BaBlahBlah’s hosting environment is restricted to specific individuals and uses multiple levels of security as follows:

BaBlahBlah servers and infrastructure are located in secure data centers where access is limited to authorized personnel.
BaBlahBlah servers are isolated and secured within the data center in areas dedicated to BaBlahBlah equipment only; these areas are not shared with third parties.

Network Security

BaBlahBlah requires that network communications adhere to the principles of data confidentiality, integrity, and availability discussed above.
BaBlahBlah’s hosting environment is protected from the public Internet and corporate Local Area Network (LAN) via multiple next-generation firewalls and is monitored by an intrusion prevention/detection system, including a strategically placed distributed denial of service mitigation system.
BaBlahBlah requires that information is handled with appropriate levels of encryption in accordance with our policies and standards and to comply with applicable laws.

Customer Hosted Environment Security

BaBlahBlah performs industry-standard security hardening efforts -- more specifically, critical systems are hardened and configured per industry best practices as defined by the Center for Internet Security (CIS).
BaBlahBlah regularly reviews information on current security vulnerabilities, including vendor announcements and other industry sources. If security updates are determined to be critical to the BaBlahBlah environment, they are tested and deployed in a timely manner.
Administrative access to BaBlahBlah’s infrastructure is limited strictly to authorized users with multi-factor authentication. Individual usernames and passwords are required for machine and data access.
BaBlahBlah adheres to strong password guidelines, including complexity and minimum length requirements. Passwords are expired and changed on a regular basis.

Development Security

Internally developed code is subject to BaBlahBlah’s secure coding guidelines, which includes testing of functionality and business logic, and for security flaws. In addition, our Change Management Policy ensures that code deployed to the production environment has been appropriately tested, reviewed, and approved.
As part of BaBlahBlah’s ongoing PCI compliance, we regularly undergo security reviews, including external and internal scanning for vulnerabilities on an ongoing basis. All vulnerabilities discovered are reviewed by internal security and addressed in accordance with the level of severity.

User Account Security

User-level access to BaBlahBlah services is provided via a username and password selected by the end user.
Passwords are encrypted.
User account setup, maintenance, and termination are under the control of the end user.

Incident Management

BaBlahBlah has a documented Cybersecurity Incident Response Plan and 24x7 security monitoring.
The Cybersecurity Incident Response Plan undergoes annual tabletop testing and is updated as necessary.

Personnel Security

BaBlahBlah employment offers are contingent upon successful completion of a criminal background and reference checks where allowed by law.
Upon commencing employment, all BaBlahBlah employees receive information security training and are contractually obligated to confidentiality clauses to ensure that they adhere to BaBlahBlah’s commitment to security and confidentiality.
BaBlahBlah’s information security awareness and training programs require employees to complete annual security refresher training.

Patch Management

Where feasible, system components and software are protected from known vulnerabilities by applying the latest vendor-supplied security patches.
BaBlahBlah systems are routinely updated per vendor recommendations and industry standards.

Virus/Malware Management

BaBlahBlah uses up to date virus scanning software for detecting currently known malware.
Malware definitions are updated daily and installed as required.
Operations teams monitor the BaBlahBlah hosting environment 24×7 for malware infections.