Terms of service Round One, Inc.

Welcome

Welcome to Round One, Inc.'s Terms of Service  ("Terms" or this “Agreement”). These Terms constitute a legal agreement between Round One, Inc. ("Sendblue" or "we") and the entity or person ("Customer" or "you" or “User”) who registers for or uses our services, designed to enhance customer interactions and drive sales effectiveness through our advanced technology solutions (“Services”).By registering for or using our Services, you acknowledge that you are authorized to enter into this Agreement on behalf of yourself or your company; these Terms of Service apply to all Users of the Services. This Agreement supersedes any prior Agreements between the parties.BY SELECTING THE "I ACCEPT" BUTTON OR BY ACCESSING, USING, OR AVAILING YOURSELF OF THE SERVICES IN ANY MANNER, YOU AGREE TO BE BOUND BY ALL TERMS, CONDITIONS, AND NOTICES CONTAINED OR REFERENCED IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU MUST NOT ACCESS OR USE ANY Sendblue SERVICES. THIS AGREEMENT IS LEGALLY BINDING UPON YOUR ACCEPTANCE.THIS AGREEMENT INCLUDES A MANDATORY ARBITRATION PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE. YOU ACKNOWLEDGE AND AGREE THAT YOU AND SENDBLUE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY. YOU FURTHER ACKNOWLEDGE AND AGREE THAT ANY ARBITRATION WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED.

1. Account Registration and Management

2. Service Modifications and Termination

3. Restrictions during use of the RAZ Services

1. Restrictions during use of Sendblue Services. By using Sendblue Services, Users agree to adhere to the following terms to ensure responsible and lawful usage:


1. Content Restrictions. Users must not upload, transmit, or distribute content that is defamatory, offensive, intimidating, unlawful, racist, discriminatory, obscene, or otherwise inappropriate or harmful through the Services or otherwise during the communications with third parties.
2. Prohibited Activities. Users agree not to engage in any illegal or immoral activities while using any part of the Sendblue Services.
3. Security. Users must not attempt to breach the security of the Artificial Intelligence (“AI”) or access any confidential information pertaining to the services provided.
4. Intellectual Property Rights. Users are prohibited from copying, redistributing, reverse engineering, decompiling, or attempting to extract the source code of the AI or any part of the Services without Sendblue's prior written consent.
5. Compliance with Laws. Users must comply with all applicable laws, regulations, and policies when using Sendblue Services, including data protection and privacy laws applicable to their geographic location and the nature of their business.

6. No Circumvention of Service Limitations. Users must not employ any means to circumvent technological measures implemented to restrict access or usage limits set forth by Sendblue, including but not limited to, creating multiple accounts to evade restrictions or quotas.
7. Non-Disruption. Users are prohibited from using Sendblue Services in any manner that could disable, overburden, damage, or impair the service or interfere with any other party’s use of the service, including their ability to engage in real-time activities through the services.
8. No Unsolicited Communications. Users must not use Sendblue Services to send unsolicited communications, spam, or any messages in violation of applicable laws or in support of unlawful practices.

9. No Misrepresentation. Users must not falsely represent themselves or their intentions when using the AI Chatbots or any other Sendblue services. This includes misrepresenting the source of messages or communications sent through Sendblue Services.

10. Data Accuracy. Users are responsible for ensuring the accuracy of data they input into Sendblue Services. Sendblue is not responsible for errors, inaccuracies, or the consequences thereof, which arise due to incorrect data provided by the user.

By using Sendblue Services, Users agree to abide by all outlined restrictions. If a User is found to have violated any of these restrictions, or there is reasonable suspicion of such violation, Sendblue reserves the right to terminate the Services immediately without prior notice. Additionally, Sendblue may take any necessary actions to prevent further harm or misuse of its Services. This includes, but is not limited to, suspending User access, reporting activities to relevant authorities, and initiating legal action to address and remedy any damages caused by the User's actions.

4. Compliance with Legal and Ethical Standards

2. Compliance with Legal and Ethical Standards. Users must comply with all applicable laws and regulations when using Sendblue Services; Users agree to employ the ethical handling of all Personal Data, which includes avoiding unauthorized use of biometric identification, surveillance, or data extraction. Users also agree to the use of personal information and other data in accordance with Sendblue's [Privacy Policy], which is referenced and incorporated into this agreement.

1. Safety and Rights Preservation. The use of Sendblue services must not endanger the safety, well-being, or legal rights of individuals. This encompasses: (i) avoiding the delivery or automation of critical advice in legal, health, or financial domains without supervision by qualified professionals and explicit disclosure of AI involvement and its limitations; (ii) prohibiting automated decisions in high-stakes areas such as criminal justice or critical infrastructure that affect fundamental rights; (iii) forbidding activities that could lead to financial instability, such as gambling or high-interest lending; (iv) refraining from using the services for political campaigning or manipulating democratic processes; (v) other restricted actions based on applicable law.

2. Prevention of Misuse and Deception. Sendblue services must not be used to deceive or mislead. This includes: (i) not producing or spreading disinformation or engaging in fake digital interactions; (ii) avoiding impersonation of individuals or entities without authorization; prohibiting dishonesty; (iii) requiring transparent disclosure of AI interaction in systems like chatbots, unless it is contextually evident.

3. Content Appropriateness. Users are required to ensure that the content delivered through Sendblue services is suitable for all audiences, including minors, and restrict sexually explicit content to legitimate educational or scientific purposes.

4. Implementation of Safe Practices. Users are required to implement robust measures to monitor and regulate the usage of Sendblue services to prevent any misuse that could cause harm to society, individuals, or operational integrity.

5. Consent to Integration of RAZ Services

6. Fees and Payment Terms

3. Fees and Payment Terms. 


1. Fees and Payment Obligations. All fees associated with the Services provided by Sendblue ("Fees") are detailed in the applicable Order Form or are otherwise agreed in writing between the parties; any Fees paid are non-cancellable and non-refundable. The User agrees to fulfill payment obligations as outlined in the applicable Order Form, if any, and any subsequent agreements. All additional charges, taxes, and fees incurred in relation to the provision of the Services are also the responsibility of the Customer and are subject to the same payment terms.

2. Invoicing and Payment Procedures. Fees for Services provided by Sendblue are payable in advance and must align with the commencement of the contract term. Payment terms are specified in the Order Form, typically net-15 days from the invoice date. All payments must be made in United States dollars unless otherwise specified. In the event of a dispute over invoiced amounts, the Customer must notify Sendblue in writing within five (5) days of invoice receipt. Both parties are expected to work together in good faith to resolve any disputes. The terms of any Order Form or business form that deviate from those of this Agreement will not be binding on Sendblue
3. Late Payments and Disputes. Should there be any disputes over Fees, the Customer must promptly notify Sendblue within fifteen (15) days of receiving an invoice. Undisputed late payments will incur a finance charge of 1.5% per month or the maximum rate permitted by law, whichever is highest.

4. Adjustments Due to Carrier Charges. Fees, including but not limited to Carrier Fees and other service-related charges, are subject to adjustment in response to changes imposed by Network Operators or third-party service providers. Sendblue may modify these fees to accurately reflect actual costs due to changes in third-party pricing structures. Sendblue reserves the right to make such fee adjustments at any time and without prior notice, ensuring that pricing remains aligned with external cost variations.

5. Taxes. The Customer shall bear all financial responsibilities for sales, use, service, value-added, consumption, and any other applicable taxes or duties associated with their purchase of Services under this Agreement, excluding taxes levied

7. Output Accuracy and Reliability

8. Relationship of the Parties

4. Relationship of the Parties. Nothing in these Terms is intended to, nor shall it be construed to, create any partnership, joint venture, employer-employee, or agency relationship between Sendblue and you. Each party remains an independent contractor in its performance under these Terms. The services provided by Sendblue are delivered under terms that strictly limit Sendblue’s obligations to conduct stipulated by this agreement and the Specific Agreement.

9. Waivers

5. Waivers. Conduct by either party or a failure to enforce rights under this Agreement does not amount to a waiver of such rights. Any waiver must be explicit and in writing, signed by an authorized representative of the party waiving its rights. Unless stated differently in the applicable Agreement between the parties, no terms stated in any Order Form or other business documentation issued by the Customer will override or alter the terms of this Agreement.

10. Intellectual Property Rights and Ownership

6. Intellectual Property Rights and Ownership. 


1. Ownership of Sendblue Services. Sendblue retains all rights, title, and interest in and to its services, including any and all intellectual property rights that are embodied in or associated with the Sendblue services. This encompasses all related software, technologies, and documentation, as well as trademarks, service marks, and patents (both registered and unregistered). Sendblue also holds rights to data generated by its systems, which includes, but is not limited to, aggregated and anonymized usage data, system logs, and metadata necessary for providing support and development of its services.

2. Customer Data Ownership. To the extent permitted by applicable law, you retain ownership of any data, content, or materials that you provide or input into the Sendblue  services ("Customer Data"). You warrant that you have the legal right to use and share this Customer Data with Sendblue  and that doing so does not infringe on any third party's rights. You are solely responsible for ensuring the legality of these inputs and assume all risks arising from their use within the Sendblue services.

3. Use of Outputs. Subject to your adherence to the terms set forth herein, Sendblue grants you the rights to use and employ the outputs generated from Sendblue services ("Outputs") in your operations. These Outputs may be influenced by proprietary algorithms and, as such, could be subject to certain third-party rights. Outputs provided are unique to your inputs but may bear similarities to Outputs provided to other customers due to the nature of the technology.

4. Improvement and Development. Sendblue  may use Customer Data and interactions with its services to develop and improve its systems and offerings. This usage helps enhance service functionality and effectiveness, ensuring that future updates and enhancements cater more effectively to user needs. Sendblue  commits to handling all data used in this context in accordance with applicable privacy laws and its own data protection policies.

5. Feedback License. Any feedback, suggestions, or improvements you provide regarding the Sendblue services may be used by Sendblue to enhance and modify its offerings. By submitting such feedback, you grant Sendblue an irrevocable, perpetual, royalty-free license to use, modify, and incorporate such feedback into its services. Sendblue may also sublicense these rights to others without restriction.

6. Integration of Third-Party Components. Sendblue services may incorporate or interact with third-party software or components. Your use of Sendblue services constitutes your agreement to comply with the terms associated with these third-party components. Sendblue makes no representations or warranties regarding the functionality, quality, or performance of third-party software or components. Users acknowledge that issues arising from the use of third-party services are the responsibility of the respective third-party providers and should not be attributed to Sendblue. Sendblue expressly disclaims any liability for any failure, non-performance, or other impacts caused by third-party services, and such issues shall not affect or create any liability for Sendblue.

11. Confidential Information

7. Confidential Information.


1. Confidential Information refers to any data, information, or material provided or accessible to the Customer in connection with the use of Sendblue's services that is not generally known to the public, including but not limited to: technical processes, product designs, business operations, pricing details, marketing materials, and customer information. Customers agree to:
   
   1) Use Confidential Information solely for the purpose of using the services provided by Sendblue as outlined in these Terms.


   
   2) Maintain the confidentiality of all Confidential Information with at least the same degree of care that it uses to protect its own confidential and proprietary information, but in no case less than a reasonable standard of care.

   
   3) Restrict disclosure of Confidential Information to employees, contractors, or agents who need to know such information in connection with the customer's use of Sendblue's services and who are bound by confidentiality obligations at least as restrictive as those contained herein.

2. Prohibition on Disclosure. Customers shall not disclose, publish, or disseminate any Confidential Information to any third party without the prior written consent of Sendblue. In the event that the customer is legally compelled by governmental or judicial order to disclose Confidential Information, the customer must provide Sendblue with prompt written notice and sufficient opportunity to seek a protective order or equivalent measures to safeguard Sendblue's interests.

3. Data Protection and Privacy. Customers are responsible for ensuring that their use of Sendblue’s services complies with all applicable data protection laws and regulations, including those relating to the collection, processing, and storage of personal data. Customers must implement appropriate technical and organizational measures to secure and protect data processed through the use of Sendblue's services against unauthorized or unlawful processing and against accidental loss, destruction, damage, alteration, or disclosure.

4. Return or Destruction of Materials. Upon the termination of the services or at Sendblue's request, customers agree to promptly return or destroy all materials containing Confidential Information. Customers must also delete all digital copies of such materials unless legally obligated to retain a copy. Customers must certify in writing to Sendblue that they have complied with these requirements.

5. Liability for Breach. Any breach of these confidentiality and data protection provisions may result in immediate termination of the customer's access to Sendblue’s services and may expose the customer to legal action by Sendblue for damages and enforcement of compliance.

12. User-Generated Content and Service Interaction

8. User-Generated Content and Service Interaction. 


1. Content Ownership and Rights. As a User of Sendblue’s services, you maintain any intellectual property rights you have in the content you create, upload, or share through our services. Ownership rights of your content remain yours.

2. Licensing of Content to Sendblue. By submitting, uploading, or sharing content via our services, you grant Sendblue and its partners a global license to host, use, reproduce, modify, create derivative works, communicate, publish, publicly display, and distribute your content. This license is exclusively for the purposes of operating, promoting, enhancing our services, and developing new ones.

3. Responsibility for User-Generated Content. You bear full responsibility for the content you submit to or generate through Sendblue’s services. Sendblue does not oversee user-generated content and, therefore, cannot guarantee its accuracy, integrity, or quality. Sendblue is not liable for any content that is uploaded, posted, or otherwise made available through the services, including any errors, inaccuracies, or offensive material within it.

4. Content Risks and Evaluations. You are responsible for evaluating and bearing all risks associated with the use of any content accessible through Sendblue’s services, including reliance on the accuracy, completeness, or utility of such content. You should not assume the content created or disseminated by our services is reliable or accurate for your needs.

5. Content Preservation and Disclosure. Sendblue reserves the right to store and preserve content provided by users according to our operational policies and legal obligations. Sendblue may also disclose user content if such disclosure is necessitated by law, to comply with legal processes, or to enforce these Terms.


13. Compliance and Client Responsibility

9. Compliance and Client Responsibility.


1. Affirmative Consent Requirements. Customers must secure explicit consent ("opt-in") from end users prior to initiating any engagements through Sendblue's services. Sendblue assumes that all Customers comply fully with this requirement. Engagements with end users who have not provided consent or have revoked consent ("opted-out") constitute a significant breach of these Terms and may violate applicable laws.

2. Liability and Indemnification. Should any violation of the consent or opt-out clauses occur, the Customer agrees to indemnify, defend, and hold harmless Sendblue, to the fullest extent, from any resulting claims, liabilities, fines, penalties, and legal costs. Sendblue reserves the right to suspend or terminate service access if customer actions potentially or actually cause Sendblue to breach legal or regulatory standards.

3. Monitoring and Compliance Audits. Sendblue is not obligated to monitor customer compliance actively but reserves the right to conduct compliance reviews. Sendblue may request evidence of compliance, and failure to provide such evidence or demonstrate compliance may lead to service suspension or termination.

4. Customer's Legal Compliance. The customer acknowledges that it is their sole responsibility to remain informed and compliant with all laws applicable to their communications with end users, including but not limited to data privacy laws and regulations concerning AI use. Sendblue's provision of services and guidelines is designed to support compliance but does not absolve the customer of their legal responsibilities.


14. Disclaimer of Warranties

10. Disclaimer of Warranties.


1. General Disclaimer. Sendblue provides its services on an "as is" and "as available" basis without any warranties of any kind, either express or implied. Except as expressly stated herein, Sendblue disclaims all warranties and conditions, either legal, express, or implied, arising from statute, course of dealing, usage of trade, or otherwise, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

2. No Endorsement. Sendblue does not warrant that the services will meet your requirements or that their operation will be uninterrupted or error-free. Sendblue expressly disclaims any representation or warranty regarding the performance, availability, functionality, or any other aspect of the services.

3. No Warranty on Accuracy. Sendblue makes no representations about the suitability, reliability, availability, timeliness, or accuracy of the information, software, products, services, and related graphics contained within the services for any purpose. Any reliance you place on such information is strictly at your own risk.

15. Not Responsible for Data

11. Not Responsible for Data. Sendblue disclaims all responsibility for the accuracy, completeness, legality, reliability, or operability of information, content, or materials on the services. Sendblue also disclaims all responsibility for the deletion, failure to store, misdelivery, or untimely delivery of any information or material.


1. No Liability for Harm. Sendblue shall not be responsible for any harm resulting from downloading or accessing any information or material through the Services, including but not limited to, for harm caused by viruses, worms, Trojan horses, or similar contamination or destructive features. Sendblue disclaims any responsibility for any harm resulting from downloading or accessing any information or material on the internet through the services.

2. Use at Your Own Risk. You understand and agree that you download or otherwise obtain material or data through the use of the services at your own discretion and risk and that you will be solely responsible for any damages to your computer system or loss of data that results from the download of such material or data.

16. LIMITATION OF LIABILITY AND INDEMNIFICATION

12. LIMITATION OF LIABILITY AND INDEMNIFICATION.


1. LIMITATION OF LIABILITY. SENDBLUE PROVIDES ITS SERVICES WITH A COMMERCIALLY REASONABLE LEVEL OF SKILL AND CARE. HOWEVER, SENDBLUE DOES NOT GUARANTEE THE FOLLOWING: SENDBLUE DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, SENDBLUE, ITS AFFILIATES, AND THEIR SERVICE PROVIDERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES. SENDBLUE'S TOTAL LIABILITY FOR ALL CLAIMS UNDER THESE TERMS, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT YOU PAID US TO USE THE SERVICES DURING THE SIX (6) MONTHS BEFORE THE CLAIM.

2. INDEMNIFICATION. YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS Sendblue, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS, FROM AND AGAINST ANY CLAIMS, DAMAGES, OBLIGATIONS, LOSSES, LIABILITIES, COSTS OR DEBT, AND EXPENSES (INCLUDING BUT NOT LIMITED TO ATTORNEY'S FEES) ARISING FROM: (i) YOUR USE OF AND ACCESS TO THE Sendblue SERVICES; (ii) YOUR VIOLATION OF ANY TERM OF THIS AGREEMENT; (iii) YOUR VIOLATION OF ANY THIRD PARTY RIGHT, INCLUDING WITHOUT LIMITATION ANY COPYRIGHT, PROPERTY, OR PRIVACY RIGHT; AND (iv) ANY CLAIM THAT YOUR CONTENT CAUSED DAMAGE TO A THIRD PARTY.

3. COMPLIANCE AND MONITORING. Sendblue DOES NOT MONITOR CONTENT GENERATED OR DISSEMINATED THROUGH ITS SERVICES. YOU ARE SOLELY RESPONSIBLE FOR YOUR USE OF THE SERVICES AND MUST COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS. YOU MUST USE THE Sendblue SERVICES LEGALLY, WITHOUT INFRINGING ON ANY INTELLECTUAL PROPERTY RIGHTS AND WITHOUT ENGAGING IN ANY ACTIVITY THAT VIOLATES THIS AGREEMENT OR THE LAW.

17. Miscellaneous

13. Miscellaneous.


1. Use of Logo. Customer authorizes Sendblue to use the Customer’s name and logo on Sendblue's website solely as an indication of the Customer’s business relationship with Sendblue. This authorization is subject to revocation at any time upon written notice from the Customer to Sendblue.

2. Third-Party Websites. Sendblue may reference or provide links to third-party websites. Sendblue does not review these third-party sites and makes no representations or warranties regarding the content or accuracy of materials on such sites. Sendblue is not responsible for the products or services offered by third parties.

3. Notices. All notices and communications required or permitted under this Agreement by Sendblue to the Client will be considered properly given on the date they are: (i) posted on Sendblue’s website, (ii) mailed to the last recorded email address of the Customer, (iii) ailed to the last recorded postal address of the Customer;or (iv) Customer may send notices to Sendblue via email at support@sendblue.com.

4. Entire Agreement. This Agreement constitutes the entire agreement between Sendblue and the Client regarding its subject matter and supersedes all prior agreements and understandings, whether written or oral.

5. Use of Terms. The terms "includes," "including," and similar terms are deemed to be inclusive and not limiting.

6. Governing Law and Arbitration. This Agreement shall be governed by and construed in accordance with the laws of Delaware, without regard to its conflict of law principles. All disputes arising under this Agreement shall be resolved through arbitration in Delaware, in accordance with the Delaware Uniform Arbitration Act, or by mutual agreement of the parties. The jurisdiction or venue shall not be contested by the parties. This clause does not prevent parties from seeking injunctive relief in any jurisdiction.

7. Waiver of Jury Trial. Both parties hereby waive any constitutional and statutory rights to sue in court and have a trial in front of a judge or a jury. All claims and disputes arising under or relating to this Agreement are to be settled by binding arbitration in the state of Delaware or another location mutually agreeable to the parties. An award of arbitration may be confirmed in a court of competent jurisdiction.

8. Non-Assignability. Neither party may assign this Agreement without the prior written consent of the other party, which consent may be withheld at the sole discretion of the other party.

9. Attorney Fees. In any legal action arising out of this Agreement, the substantially prevailing party is entitled to recover its reasonable attorney's fees and costs.

10. Non-Waiver. Failure by Sendblue to enforce any rights under this Agreement shall not be construed as a waiver of those rights or any other rights under this Agreement.

11. Severability. If any provision of this Agreement is found by a court to be invalid or unenforceable, it shall not affect the validity or enforceability of the remainder of this Agreement, which shall continue in full force and effect.

If you have any questions about these Terms of Service, please contact us at support@sendblue.com

Thank you for choosing Sendblue. We look forward to providing you with innovative and compliant solutions that enhance your business operations and customer interactions!