Terms and conditions
Last updated: 02/15/2018
Meteora’s terms of service:
The following Membership terms and conditions (Membership Terms) govern access to, and use as a Member (Member, you or your) of the following web sites (Sites), including but not limited to:
The Sites are owned or serviced by Growth Hackers LLC, a Texas Limited Liability Company d/b/a Meteora (Meteora or we or us) or our permitted licensees, sublicensees and resellers.
The Sites and the features/ content on and uploaded to the Sites are available to be viewed by any person browsing the internet who has agreed to the Membership Terms. The Sites and the features have several ways of calculating metrics on our dashboards and depending on the market niche they are altered based on what we deem likely to be accurate. Sometimes this logic is provided by our sublicensees or partners and it is up to the licensee or reseller to communicate those differences to their customers.
Once you click “I agree”, “Signup”, submit a signup form on our website, “Get started today”, agree to signing up via a reseller, or login you will be deemed to have agreed to the Membership Terms and a legally binding contract, incorporating these Membership Terms, will then exist between you and Meteora in relation to your use of the Sites.” If you have granted permission to a Meteora representative or 3rd party reseller to create an account in your stead, you will agree to digitally sign a copy of these terms and conditions before you use the Sites or a campaign is launched. If you have granted permission to a Growth Hackers LLC. permitted licensee, sublicensee, or reseller, to place a pixel on your website or provide you with a pixel, you will agree to digitally sign a copy of these terms and conditions before and for the duration of the time the pixel is under your control, on properties/ websites, digital mediums you choose. You also agree that you will apply our terms and conditions and privacy collection policy upon your own website or any page that the pixel is placed on your digital properties or website for the duration of it’s operable lifespan and as long as you use collected data from our pixel. Placing a pixel on your website controlled by Growth Hackers LLC. technologies grants us full access to placing cookies on your digital properties visitors in order to track, research, and perform actions towards those users.
Our pixels collect user data and personal identifiable information submitted through your website and digital properties and as such you agree that all users who submit personal identifiable information on your site are granting you full rights to contact and distribute their data to us and beyond. The license you grant us for this personal identifiable information is very broad in order to fulfill our services. You also grant us a perpetual license to create derivative works from, promote, advertise, exhibit, broadcast, syndicate, sublicense, and display personal identifiable information in any form and in any and all media or distribution methods (now known or later developed). To the extent it’s necessary, when you use our services or Sites, you also grant us and our affiliates, and our business partners the unrestricted, worldwide, perpetual right and license to use your name, likeness, and voice, including in connection with commercial or sponsored content. This means, among other things, that you will not be entitled to any compensation from Meteora, our affiliates, or our business partners if your name, likeness, photo, brand, or voice is conveyed through the Services, either on our Sites or on one of our business partner’s platforms.
If you do not want to agree to these Membership Terms, you should navigate away from the Sites and this page.
If you agree to be bound by the Membership Terms on behalf of a third party (which may include your employer or other entity) named in the details you provide before clicking “I agree”, “Signup”, submit a signup form on our website, a contract with any of our partners or sites, or “Get started today” or login, you represent and warrant that you have full legal authority to bind that third party to the Membership Terms. If you do not have the authority to do so, then you must not agree to be bound by the Membership Terms or use the Sites on behalf of such third party.
Membership Terms and Conditions
These Membership Terms include the following definitions:
- Bundle has the meaning given to that term in section 13.
- Data Boost has meaning given to that term in section 13.
- Buyer means a Member who buys Products or enables Services made available for sale on the Sites.
- Exclusive Seller means a Member who makes Products available for sale exclusively on the Sites.
- General Seller means a Member who makes Products available for sale non-exclusively on the Sites.
- Intellectual Property has the meaning given to that term in section 8.
- Licensees means authorized exclusive and non-exclusive licensees of Meteora.
- Linked Sites has the meaning given to that term in section 16.
- Member Account has the meaning given to that term in section 10.
- Member Information has the meaning given to that term in section 6.
- Payment Processor means any payment processor or payment method approved by Meteora from time to time including, but not limited to, PayPal, Stripe, and Braintree Payments.
- Personal Information has the meaning given to that term in section 9.
- Products mean products available for sale on the Sites including, but not limited to, apps, ad campaigns, retargeting, 3rd party data, 3rd party services, and 3rd party apps.
- Resellers means authorized resellers of Licensees.
- Services mean services available for sale on the Sites including, but not limited to, apps, ad campaigns, retargeting, 3rd party data, 3rd party services, and 3rd party apps.
- Seller means a General Seller and an Exclusive Seller.
- Special Deals has the meaning given to that term in section 13.
- Sublicensees means authorized sublicensee of an authorized Licensee.
- In these Membership Terms, a reference to “we” or “us” means Meteora and a reference to “you” or “your” means a Member.
You may only become a Member if you are 18 years or over. You do not have an automatic entitlement to Membership and Meteora may, at its sole discretion, elect to:
- refuse your request to become a Member; or
- once Membership is granted, suspend, terminate or restrict your Membership at any time.
Meteora is not obliged to give reasons for any decision it makes to suspend, terminate or restrict your Membership or to reject your request to become a Member.
Your Membership is non-transferable or assignable unless agreed to in writing by Meteora.
Once Membership is granted you will only be able to access designated areas of the Sites with use of the username and password you set up at the time you become a Member.
You are responsible for each and every access or use of the Sites that occurs in conjunction with use of your username and password.
Use of your username and password is conclusive evidence that you have accessed the Membership sections of the Sites and/or approved these terms and conditions by electronic signature. You must use all reasonable efforts to keep your username and password confidential. You must not allow any third party to access the Sites using your username and password and make use of the Sites on your behalf. You must notify Meteora in writing as soon as you become aware of any unauthorized use of your Member Account, username or password.
YOU ACKNOWLEDGE AND AGREE THAT YOU ARE LIABLE FOR, AND WILL INDEMNIFY METEORA, GROWTH HACKERS LLC, ITS SUBSIDIARIES OR RELATED ENTITIES, AFFILIATES, MANAGERS, MEMBERS, OFFICERS, DIRECTORS, AGENTS AND EMPLOYEES AGAINST, ANY AND ALL CLAIMS MADE BY A THIRD PARTY ARISING OUT OF YOUR ACCESS TO, AND USE OF, THE SITES AS A MEMBER.
3. METEORA’s ROLE
The Sites are online facilities that allow you to buy, Products & Services.
Ownership of Products remains with the Seller. Meteora does not claim any right of ownership or use (including any intellectual property rights) in respect of some of the Products.
Meteora does not have any control over, and does not take any responsibility for, the quality, accuracy, safety or legality of any Products or Services used by you from the Sites.
Meteora does not represent or warrant that the Products or any content, code, data or materials from the Sites, is accurate or does not infringe the intellectual property rights of a third party. Each Seller is required to warrant that its Product does not infringe the intellectual property rights of any third party.
4. Availability and Use of the Sites
The Sites will usually be available 24 hours a day, seven days a week or as otherwise stated on the Sites. At times, Meteora might make the site unavailable for scheduled maintenance. Notification on log-in page will alert user to any system down-time.
Meteora may, in its absolute discretion, and for any reason, and at any time, with or without notice:
- . interrupt or suspend your right to access the whole or any part of the Sites; and/or
- . alter, interrupt or suspend the provision of the whole or any part of the content and/or the services available on the Sites.
You agree that Meteora will not be liable to you for any loss or damage that you may suffer as a result of any such interruption, suspension or alteration.
When accessing the Sites (as a Member) and using the content and/or the services available on the Sites, you must also comply with any directions, instructions or protocols posted on the Sites from time to time.
5. Fees and Services
If you are a Buyer of a Product or Service, you will pay a fee set by Meteora or its Licensee, Sublicensee or Reseller in its sole discretion to buy the right to use that Product or Service. All payments by Buyers on the Sites must be paid using a Payment Processor or cryptocurrency ledger payment system. You are responsible for paying all fees and taxes (including withholding tax), associated with your use of the Sites wherever levied (including any goods and services or value added taxes, which will be added to amounts billed to you, if applicable).
All references on the Sites or in this Membership Terms to “$” and “dollars” are to the U.S. Dollar.
Payment will be made in U.S. Dollar currency and accordance with the rules of the applicable Payment Processor. The Buyer is responsible for all costs of currency conversion from the U.S. Dollar, if applicable. In order for the Buyer to have no interruption in Products or Services they have purchased, Meteora reserves the right, and Buyer hereby expressly authorizes, to automatically charge or bill the Buyers billing details for a Payment each week, month, or flight duration as necessary, up to Buyers weekly authorized budget or when the Buyers remaining Member Account balance has reached $50 or below. Upon written request to Meteora, the Buyer can opt-out of automatic billing via email at email@example.com. Terms will be granted at Meteoras sole discretion.
Where a payment is made by Meteora to a Seller, the Seller is responsible for all costs of converting the amount of the payment from U.S. Dollar currency, if applicable.
6. Member Information
When you want to become a Member and use the Sites, you may be asked to provide certain personal information to us (Member Information). You promise that the Member Information you provide is true, accurate and complete.
Any Member Information that you disclose may be used by Meteora, its agents and contractors in relation to the provision of services accessible on the Sites, including marketing activities in relation to the Sites.
7. Proprietary Rights
Meteora, its licensors, advertisers, affiliates, Licensees, Sublicensees or Resellers own all:
. the content of the Sites (other than Products which are owned by Members who offer them for sale on the Sites);
. the look and feel, design and the organization of the Sites;
. the compilation of the materials on the Sites; and
. the intellectual property rights (if any) subsisting in the works described in (1), (2) and (3) above.
Your use of the Sites does not grant to you any ownership or like interest in any content, code, data or materials you may access on or through the Sites or any intellectual property rights to or in any of those items.
8. Intellectual Property
The trademarks, logos, service marks and trade names (collectively the Intellectual Property) displayed on the Sites are, unless otherwise stated, the registered and unregistered Intellectual Property of Meteora and others.
Intellectual Property may not be used by you without the approval of its owner.
Nothing contained on the Sites should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Intellectual Property displayed on the Sites without the written permission of its owner.
9. Confidential Information and Privacy
Meteora does not warrant or represent that your use of the Sites will be confidential.
Meteora is not responsible for any harm that you or any person may suffer as a result of a breach of your confidentiality in respect of your use of the Sites.
While Meteora has taken precautions to protect information that you transmit to the Sites over the internet, Meteora does not warrant the security of that information. Once Meteora receives your transmission, Meteora will take reasonable steps to preserve the security of such information.
You must not disclose any confidential information made available to you through the Sites.
When using the Sites or dealing with other users of the Sites you must respect the privacy and legal rights of other Members.
If a Member provides you with (or your Product accesses or uses) user-names, passwords or other login information or personal information of the Member (Personal Information) you must:
. make the Member aware that the Personal Information will be available to you; and
. ensure that, by proceeding to transact with you, the Member is giving you permission to use the Member’s Personal Information; and
. provide a privacy notice to the user, recording the manner in which the Personal Information will be handled by you, that is legally sufficient; and
. use the Personal Information for the limited purposes for which the Member gave permission; and
. handle the information in accordance with the terms of the privacy notice.
If the Member has entered into a separate agreement with you that allows you (or your Product) to store or use the Member’s Personal Information directly related to your Product (not including other products or applications) then the terms of that separate agreement will govern your use of such Personal Information.
Without limiting the generality of the foregoing, if the user provides you information about the Member’s Member Accounts, you may only use that information to access the Member’s Member Accounts when, and for the limited purposes for which, the user gave permission for you to do so.
10. Member Accounts
When you become a Member you will have a single account that is accessible by you from authorized Sites (Member Account). Among other things, through your Member Account, you will be able to access your transaction history which records payments by you to Meteora (as a Buyer) and payments made by Meteora to you (as a Seller). Additionally, with access to an Agency account, the Member is therefore responsible for Advertiser (Member) accounts aligned with the Agency account, including and not limited to optimization, dashboard accuracy, payment and management of the Advertiser Accounts.
11. Payments into and from Member Account
Meteora is not a licensed financial service provider, nor does it conduct the business of banking in United States of America. Meteora is not providing a financial product or service and is not it acting as a fiduciary or an escrow with respect to payments made.
Payments that you make into your Member Account
You can make a payment into your Member Account. All payments will be reflected in your Member Account in U.S. Dollars. Monies from your Member Account must be used to pay for Products or Services you buy on the Sites. The minimum spend for buying Products and Services is $50. In order for the Buyer to have no interruption in Products or Services they have purchased, Meteora reserves the right, and Buyer hereby expressly authorizes, Meteora to automatically charge or bill the Buyers billing details for a Payments, or as necessary, up to Buyers authorized budget or payment plan or when the Buyers remaining Member Account balance has reached $50 or below. Upon written request to firstname.lastname@example.org, the Buyer can opt-out of automatic billing.
Refunds from unused monies in your Member Account shall only be made upon written request to Meteora via email at email@example.com and are subject to a 15% administrative processing fee. Refund processing may take up to thirty (30) days, and funds will be credited to the same credit card, using the same payment processor, as used for payment set forth in Member’s Account. Unless precluded by law, monies in your Member Account, if not used for a period of twelve (12) months, will be forfeited to Meteora on the twelfth (12) month anniversary of that payment. Meteora may, but is not obliged to, warn you about the forfeiture before it occurs.
Payments made by Meteora into your Member Account
You direct Meteora to;
. credit to your Member Account any amounts due to you in respect of sales of your Products on a Site.
For the avoidance of doubt only monies for sales of Products by the Member which appear on the Member Account will be payable to a Member. Any payments made by the Member to the Member Account as a Buyer remain in the Member’s Account and are not refundable except as provided in section 11 hereinabove.
You must bear all expenses incurred by Meteora in paying monies to you. Payments made via a SWIFT or wire transfer incur a processing fee of $50 for each payment.
Unless expressly provided otherwise herein, SWIFT, Braintree Payments, Payoneer, Paypal, CTBonline.com, Stripe and any other approved Payment Processor standard terms and conditions regarding refunds, chargeback, fees and unauthorized transactions will apply and you authorize Meteora to automatically deduct such refunds, chargeback, fees and unauthorized transactions from the Member Account.
12. Buying Products
If you buy a Product, you do so on the following terms:
. you cannot cancel an order for a Product once the order has been submitted;
. Meteora does not give any undertaking as to the continued availability of Products offered for sale on the Sites;
. once your order for a Product is accepted, and you pay the fee, you acquire a non-exclusive license to use the Product in accordance with the conditions of the license that you acquire;
. ownership of the Product remains with Meteora;
. payment of the fee will be made at the time of purchase; and
There is no obligation to provide a refund or credit for reasons including (but not limited to) if you:
. have changed your mind about a Product;
. bought a Product by mistake;
. do not have sufficient expertise to use the Product;
. campaign does not perform as expected;
. ask for goodwill; or
. can no longer access a Product because it has been removed by Us or the Seller from the Site (you are advised to use Products immediately upon purchase).
Notwithstanding the above, when a refund or credit has been assessed by us as due, this will be paid using the same manner and method used during the purchase; that is, if the Product was bought using a credit card via PayPal, Braintree Payments or Stripe the Buyer will be refunded using that same credit card and Payment Processor. YOU AGREE THAT ALL PROCESSED PAYMENT TRANSACTIONS ARE FINAL AND CANNOT BE REVERSED OR REFUNDED AND WILL ONLY BE RETURNED AS PROVIDED HEREIN. UPON A PURCHASE OR PAYMENT AUTHORIZATION YOU AGREE TO NOT INITIATE A CHARGE BACK, REVERSAL, REFUND OR THE LIKE, REGARDLESS OF FUNDING OR PAYMENT METHOD MADE, THAT WOULD BE IN CONTRADICTION TO THE FUNDING OR PAYMENT AUTHORIZATION PREVIOUSLY GIVEN TO METEORA; AND YOU AGREE TO RELEASE, INDEMNIFY AND HOLD HARMLESS METEORA FROM ANY AND ALL CLAIMS, LIABILITIES AND DAMAGES, INCLUDING REASONABLE ATTORNEY FEES RESULTING FROM YOUR BREACH THEREOF.
You acknowledge and agree that despite Meteora’s reasonable precautions, Products may be listed at an incorrect price or with incorrect information due to a typographical error or similar oversight. In these circumstances, Meteora reserves the right to cancel or reverse a transaction, even after your order has been confirmed and a payment has been processed. If a transaction is cancelled, Meteora will promptly arrange for any payment to be credited or refunded.
You agree and acknowledge that if, as a Buyer, you lodge a dispute with a Payment Processor we are unable to make any payment out of your Member Account until the dispute with the Payment Processor has been closed.
13. Special arrangements and data definitions
You consent to anonymously share your audience and CRM contact users with other Meteora advertisers. In return you receive access to contact records collected via opt-in submissions through other Meteora network pixel locations.
Some metrics are defined differently across our Sites in order to better facilitate our partners or customers niche markets. As an example, “Conversions” or “Store Visits” could be emails opened, products sold via your companies website, returning web sessions, ads seen after or before a form is filled out on your website or another network website using our pixel, store visit estimates based on a percentage of impressions delivered, store visits likely to occur based on daily patterns we find historically likely, or store visits increases because of geolocation lookups after a user has seen an impression of an ad. Because of this, it is recommended to all of our partners/ resellers to communicate the difference to their clients.
Sometimes we might negotiate volume or other arrangements with Buyers as part of our creation of business development opportunities.
14. Prohibited Conduct
You warrant that while using the Sites and the various services and features offered on or through the Sites, you will not:
. use a false email address or impersonate any person or entity or misrepresent your affiliation with any other person or entity;
. insert your own or a third party’s advertising, branding or other promotional content into any of the Site’s content, materials or services or use, redistribute, republish or exploit such content or service for any further commercial or promotional purposes; or
. attempt to gain unauthorized access to other computer systems through the Sites.
You must not:
. engage in “spidering”, “screen scraping,” “database scraping,” harvesting of e-mail addresses, wireless addresses or other contact or personal information, or any other automatic means of obtaining lists of users or other information from or through the Sites or the services offered on or through the Sites, including without limitation any information residing on any server or database connected to the Sites or the services offered on or through the Sites;
. obtain or attempt to obtain unauthorized access to computer systems, materials or information through the Sites by any means;
. use the Sites or the services made available on or through the Sites in any manner with the intent to interrupt, damage, disable, overburden, or impair the Sites or such services, including, without limitation, sending mass unsolicited messages or “flooding” servers with requests;
. use the Sites, content or services offered on the Sites for any purpose or activity of an illegal, fraudulent, obscene, offensive, personally offensive or defamatory nature;
. use the Sites to distribute or make available any Product whose primary purpose is to facilitate the distribution of Products outside of the Sites;
. use any mechanism, device software or script to affect the proper functioning of the Sites including taking any action which may infect the Sites with any routine, including (but not limited to) any virus, time bomb, trojan horse, worm, cancelbot or other computer routine that may damage, interfere with, delay, intercept or expropriate any system, data or personal information;
. take any action which may interfere with, disrupt, manipulate, tamper with or otherwise abuse the Sites or networks connected to the Sites;
. use the Sites or the Sites’ services or features in violation of Meteora’s or any third party’s intellectual property or other proprietary or legal rights; or
. use the Sites or the Sites’ services in violation of any applicable law.
You further agree that you must not attempt (or encourage or support anyone else’s attempt) to circumvent, reverse engineer, decrypt, or otherwise alter or interfere with the Sites or the Sites’ services, or any content of the Sites or any of its domains, or make any unauthorized use of the Sites or the Sites’ services or any content of the Sites or any of the domains of the Sites.
You agree that you must not use the Sites in any manner that could damage, disable, overburden, or impair the Sites or interfere with any other party’s use and enjoyment of the Sites or any of its services.
You must not obtain or attempt to obtain any materials or information through any means not intentionally made publicly available or provided for through the Sites.
Meteora reserves the right, in its absolute discretion, to determine whether or not your use of the Sites or content or services available on the Sites complies with these Membership Terms.
Any commercial or promotional distribution, publishing or exploitation of the Sites, or any content, code, data or materials on the Sites, is strictly prohibited unless you have received the express prior written permission from Meteora.
Other than as expressly allowed in these Membership Terms, and unless otherwise indicated in these Membership Terms, you may not download, post, display, publish, copy, reproduce, distribute, transmit, modify, perform, broadcast, transfer, create derivative works from, sell or otherwise exploit any content, code, data or materials on or made available through the Sites.
15. Linking to the Sites
You agree that if you include a link from any other web site to one or more of the Sites, such link must link to the full version of an HTML formatted page of the relevant Site.
You are not permitted to link directly to any image hosted on the Sites or our services, such as using an “in-line” linking method to cause the image hosted by us to be displayed on another web site.
You agree not to download or use images hosted on the Sites on another web site, for any purpose, including, without limitation, posting such images on another site.
You agree not to link from any other web site to any of the Sites in any manner such that the Sites, or any page of the Sites, is “framed”, surrounded or obfuscated by any third party content, materials or branding.
We reserve all of our rights under the law to insist that any link to any of the Sites be discontinued, and to revoke your right to link to the Sites from any other web site at any time upon written notice to you.
16. Third Party Sites
You may be able to link from the Sites to third party web sites and third party web sites may link to the Sites (Linked Sites).
You acknowledge and agree that we have no responsibility or liability for the information, content, products, services, advertising, code or other materials which may or may not be provided by or through Linked Sites, even if they are owned or run by affiliates of ours.
The inclusion of a link to a Linked Site on a Site does not constitute or indicate any relationship between Meteora and the operator of that Linked Site or any endorsement or sponsorship by Meteora of that Linked Site.
Meteora disclaims any liability for links:
. from another web site to any of the Sites; and
. to another web site from any of the Sites.
Meteora is not responsible for any form of transmission received from any Linked Site.
17. Third Party Developers
Meteora is aware that third party developers offer applications for use in conjunction with the Sites and that use of these applications may require you to disclose confidential information (such as your Sites password and user name).
While welcoming the contribution made by these third party developers Meteora is not able to, and does not, warrant or endorse those applications and cannot be responsible for any interaction between you and a third party developer. Meteora disclaims any liability so arising.
You will need to form your own view of the benefits to be derived from using any such applications and the reliability and trustworthiness of the third party developer.
METEORA, LICENSEES, SUBLICENSEES AND RESELLERS DO NOT DISCLAIM ANY NON-WAIVABLE RIGHTS BUT DO EXPRESSLY DISCLAIM ANY AND ALL OTHER REPRESENTATIONS AND WARRANTIES EXPRESS OR IMPLIED BY LAW, STATUTE OR CUSTOM.
EXCEPT AS PROVIDED FOR BY THE NON-WAIVABLE RIGHTS:
. ALL CONTENT AND SERVICES ON THE SITES IS PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED;
. METEORA, LICENSEES, SUBLICENSEES AND RESEELERS AND THEIR SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE;
. METEORA, LICENSEES, SUBLICENSEES AND RESEELERS DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN ANY CONTENT OR YOUR ACCESS TO THE SITES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY DEFECTS WILL BE CORRECTED OR THAT THE SITES OR THE SERVER WHICH STORES AND TRANSMITS CONTENT TO YOU ARE FREE OF VIRUSES OR ANY OTHER HARMFUL COMPONENTS; AND
. METEORA, LICENSEES, SUBLICENSEES AND RESEELERS DO NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING YOUR ACCESS TO, OR THE RESULTS OF YOUR ACCESS TO, THE SITES (INCLUDING ANY RELATED OR LINKED WEBSITES) OR ANY CONTENT IN TERMS OF CORRECTNESS, ACCURACY, TIMELINESS, COMPLETENESS, RELIABILITY OR OTHERWISE.
UNDER NO CIRCUMSTANCES (INCLUDING BUT NOT LIMITED TO ANY ACT OR OMISSION ON THE PART OF METEORA, LICENSEES, SUBLICENSEES AND RESELLERS) WILL METEORA, LICENSEES, SUBLICENSEES AND RESEELERS OR THEIR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL AND/OR CONSEQUENTIAL DAMAGES OR LOSS OF PROFITS WHATSOEVER WHICH RESULT FROM ANY USE OR ACCESS OF, OR ANY INABILITY TO USE OR ACCESS, THE SITES.
TO THE FULLEST EXTENT PERMITTED BY LAW, METEORA’S, LICENSEES, SUBLICENSEES AND RESEELERS LIABILITY FOR BREACH OF ANY EXPRESS OR IMPLIED WARRANTY OR CONDITION WHICH CANNOT BE EXCLUDED IS LIMITED AT THE OPTION OF METEORA TO THE FOLLOWING:
. IN THE CASE OF SERVICES SUPPLIED OR OFFERED BY METEORA, LICENSEES, SUBLICENSEES OR RESEELERS:
a) THE SUPPLY OF THE SERVICES AGAIN;
b) THE PAYMENT OF THE COST OF HAVING SERVICES SUPPLIED AGAIN; AND
. IN THE CASE OF GOODS SUPPLIED OR OFFERED BY METEORA:
a) THE REPLACEMENT OF THE GOODS OR THE SUPPLY OF EQUIVALENT GOODS; OR
b) THE PAYMENT OF THE COST OF REPLACING THE GOODS OR ACQUIRING EQUIVALENT GOODS.
19. Indemnification and Release
YOU ARE SOLELY RESPONSIBLE (AND AGREE THAT METEORA HAS NO RESPONSIBILITY TO YOU OR TO ANY THIRD PARTY FOR) FOR, AND TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AGREE TO INDEMNIFY AND HOLD HARMLESS METEORA, GROWTH HACKERS LLC, LICENSEES, SUBLICENSEES AND RESEELERS AS WELL AS THEIR SUBSIDIARIES, AFFILIATES, MANAGERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS, FROM ANY AND ALL CLAIMS, LIABILITIES, COSTS AND EXPENSES (INCLUDING LEGAL FEES) ARISING IN ANY WAY FROM, ANY OF THE FOLLOWING MATTERS:
. YOUR USE OF THE SITES;
. ANY PRODUCTS YOU SELL OR BUY THROUGH THE SITES;
. YOUR PLACEMENT OR TRANSMISSION OF ANY PRODUCT, MESSAGE, CONTENT, INFORMATION, SOFTWARE OR OTHER MATERIALS THROUGH THE SITES;
. YOUR BREACH OF ANY APPLICABLE RELATED THIRD PARTY CONTRACT OR TERMS OF SERVICE
. YOUR BREACH OF THE LAW OR OF THESE MEMBERSHIP TERMS.
METEORA, LICENSEES, SUBLICENSEES AND RESEELERS RESERVES THE RIGHT, ATTHEIR OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU, AND IN SUCH CASE, YOU AGREE TO COOPERATE WITH METEORA, LICENSEES, SUBLICENSEES AND RESEELERS IN THE DEFENSE OF SUCH CLAIM.
20. Changes to Membership Terms
Meteora may, at its sole discretion, revise or change these Membership Terms (in whole or in part) or the content of the Sites from time to time and at any time without notice to you.
Changes in the Membership Terms will be effective at the time notice of the change is posted by us on the Sites. It is your responsibility to check for these notices.
Your continued use of the Sites and/or the content or services made available on or through the Sites after any changes to the Membership Terms are posted will be considered acceptance of those changes.
21. Relationship between the Parties
Nothing in these Membership Terms:
. constitutes a partnership between the parties; and
. except as expressly provided, makes their party an agent of another party for any purpose.
A party cannot in anyway or for any purpose:
. bind another party; or
. contract in the name of another party.
If a party must fulfill an obligation and that party is dependent on another party, then that other party must do each thing reasonably within its power to assist the other in the performance of that obligation.
22. Suspension or Termination
Meteora may suspend or terminate your registration as a Member and deny you access to your Member Account immediately if:
. you breach these Membership Terms or any other terms and conditions, agreements or rules governing the Sites;
. Meteora is unable to verify or authenticate any information you provide to us when you initially sign up as a Member or in the course of using the Sites; or
. Meteora believes that your actions may cause legal liability for you, our other Members or us.
. Meteora observes changes in creative and/or landing page post campaign launch that does not abide with industry norms.
No SPAM Permitted
You may not use the Meteora Sites in any way (directly or indirectly) to send, transmit, handle, distribute or deliver: (a) unsolicited email (“spam” or “spamming”) in violation of the CAN-SPAM Act (referenced below) or any other law; (b) email to an address obtained via Internet harvesting methods or any surreptitious methods (e.g., scraping or harvesting); (c) email to an address that is incomplete, inaccurate and/or not updated for all applicable opt-out notifications, using best efforts and best practices in the industry, or (d) commercial electronic messages in violation of Canada’s Anti-Spam Legislation (referenced below).
3. Prohibited Email Content and Formatting; Email Best Practices
Email sent, or caused to be sent to or through the Meteora Sites may not: (a) use or contain invalid or forged headers; (b) use or contain invalid or non-existent domain names; (c) employ any technique to otherwise misrepresent, hide or obscure any information in identifying the point of origin or the transmission path; (d) use other means of deceptive addressing; (e) use a third party’s internet domain name without their consent, or be relayed from or through a third party’s equipment without the third party’s permission; (f) contain false or misleading information in the subject line or otherwise contain false or misleading content; or (g) use our trademark(s), tagline(s), or logo(s) without our prior written consent and only then pursuant to our trademark usage guidelines.
If you use email, we recommend that you adopt the Messaging, Malware and Mobile Anti-Abuse Working Group (M3AAWG) Sender Best Communications Practices (BCP), which were created and agreed upon with collaborative input from both volume email senders and Internet Service Providers. The Sender Best Communications Practices document is available at https://www.m3aawg.org/sites/default/files/document/M3AAWG_Senders_BCP_Ver3-2015-02.pdf. You will use commercially reasonable efforts to follow these practices.
In addition, you are prohibited from using the Meteora Sites to email: (a) purchased, rented, or borrowed lists, and (b) lists that are likely to result in an excessive number of unsubscribe requests or SPAM complaints or notices, as determined by acceptable industry practices.
4. Email Opt-out Requirements
You warrant that each email you send or is sent for you using the Meteora Sites will contain: (a) header information that is not false or misleading; and (b) an advisement that the recipient may unsubscribe, opt-out or otherwise demand that use of its information for unsolicited, impermissible and/or inappropriate communication(s) as described in this AUP be stopped (and how the recipient can notify you that it wants to unsubscribe, opt-out, or stop this use of its information). These requirements may not apply if the email sent is a transactional email and these requirements are not otherwise required by law. You warrant that you will promptly comply with all opt-out, unsubscribe, “do not call” and “do not send” requests.
5. Telephone Marketing
You must comply with all laws relating to telephone and text marketing, including without limitation those specifically referenced in the ‘Proper Usage of Meteora Sites’ section below. You must comply with all laws related to the recording of phone calls and ensure all proper consent to record is obtained prior to making any such recording. If you use the Meteora Sites to place telephone calls, you must also comply with all applicable industry standards, including those applicable guidelines published by the CTIA and the Mobile Marketing Association. You are prohibited from using or permitting access to use the Meteora Sites to make emergency calls or to provide or seek emergency services.
6. No Disruption
You agree not to use the Meteora Sites in a way that impacts the normal operation, privacy, integrity or security of another’s property. Another’s property includes another’s account(s), domain name(s), URL(s), website(s), network(s), system(s), facilities, equipment, data, other information, or business operations. You also agree not to use the Meteora Sites to gain unauthorized access to, use, monitor, make an unauthorized reference to, another’s property, unless you have the appropriate express prior consent to do so. Examples of prohibited actions include (without limitation): hacking, spoofing, denial of service, mailbombing and/or sending any email that contains or transmits any virus or propagating worm(s), or any malware, whether spyware, adware or other such file or program. You also agree not to use the Meteora Sites in a way that causes or may cause any Meteora IP addresses, Meteora Sites, Meteora domains, or Meteora customer domains to be blacklisted. These restrictions apply regardless of your intent and whether or not you act intentionally or unintentionally.
7. Proper Usage of the Meteora Sites
Without limiting the other requirements in this AUP, you may not (directly or indirectly) use the Meteora Sites with content, or in a manner that:
is threatening, abusive, harassing, stalking, or defamatory;
is deceptive, false, misleading or fraudulent;
is invasive of another’s privacy or otherwise violates another’s legal rights (such as rights of privacy and publicity);
contains vulgar, obscene, indecent or unlawful material;
infringes a third party’s intellectual property right(s);
publishes, posts, uploads, or otherwise distributes any software, music, videos, or other material protected by intellectual property laws (or by rights of privacy or publicity) unless you have all necessary rights and consents to do so;
uploads files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another person’s computer;
downloads any file that you know, or reasonably should know, cannot be legally distributed in that way;
falsifies or deletes any author attributions, legal or proprietary designations, labels of the origin or source of software, or other material contained in a file that is uploaded;
restricts or inhibits any other user of the Meteora Sites from using and enjoying our website and/or the Meteora Sites;
harvests or otherwise collects information about others, including e-mail addresses, without their consent;
violates the usage standards or rules of an entity affected by your use, including without limitation any ISP, ESP, or news or user group (and including by way of example and not limitation circumventing or exceeding equipment use rights and restrictions and/or location and path identification detail);
is legally actionable between private parties;
is not a good faith use of the service, such as uploading Contacts in excess of your Contact tier, emailing those Contacts and then purging them shortly thereafter; and/or
is in violation of any applicable local, state, national or international law or regulation, including all export laws and regulations and without limitation the Controlling the Assault of Non-Solicited Pornography and Marketing Act (CAN-SPAM Act) (15 U.S.C. § 7701 et seq.), the U.S Telephone Consumer Protection Act of 1991 (47 U.S.C. § 227), the Do-Not-Call Implementation Act of 2003 (15 U.S.C. § 6152 et seq.; originally codified at § 6101 note), the Directive 2000/31/EC of the European Parliament and Council of 8 June 2000, on certain legal aspects of information society services, in particular, electronic commerce in the Internal Market (‘Directive on Electronic Commerce’), along with the Directive 2002/58/EC of the European Parliament and Council of 12 July 2002, concerning the processing of personal data and the protection of privacy in the electronic communications sector (‘Directive on Privacy and Electronic Communications’), regulations promulgated by the U.S. Securities Exchange Commission, any rules of national or other securities exchange, including without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, the Personal Information Protection and Electronic Documents Act (PIPEDA) (S.C. 2000, c. 5), Canada’s Anti-Spam Legislation (CASL) (S.C. 2010, c. 23), Japan’s Act on Regulation of Transmission of Specified Electronic Mail (Act No. 26 of April 17, 2002) and any regulations having the force of law or laws in force in your or your email recipient’s country of residence.
You will use the Meteora Sites for your internal business purposes and will not: (i) willfully tamper with the security of the Meteora Sites or tamper with our customer accounts; (ii) access data on the Meteora Sites not intended for you; (iii) log into a server or account on the Meteora Sites that you are not authorized to access; (iv) attempt to probe, scan or test the vulnerability of any Meteora Sites or to breach the security or authentication measures without proper authorization; (v) willfully render any part of the Meteora Sites unusable; (vi) lease, distribute, license, sell or otherwise commercially exploit the Meteora Sites or make the Meteora Sites available to a third party other than as contemplated in your subscription to the Meteora Sites; (vii) use the Meteora Sites for timesharing or service bureau purposes or otherwise for the benefit of a third party; or (viii) provide to third parties any evaluation version of the Meteora Sites without our prior written consent.
Should Meteora elect to suspend, terminate or restrict your Membership in any way, you may be prohibited from accessing the Sites temporarily or permanently. In either case, you must not apply for a new Member account.
23. Notices and Electronic Communications
You agree that all disclosures and communications regarding these Membership Terms, Privacy and the Services herein shall be made electronic means at the sole discretion of Meteora such as e-mail, text message or the Site.
Any notice given in accordance with these Membership Terms will be correctly given if it is in writing and is emailed to a party to the email address that that party has nominated or any other email address as may be notified for the purpose of the service of notices. Notices to Meteora can be emailed to firstname.lastname@example.org .
A notice will be deemed to have been given on the date of delivery.
24. General Provisions
Entire Agreement, Severability
You hereby acknowledge and agree that these Membership Terms constitutes the entire agreement between Meteora and You relating to the subject matter referred to herein, and supersedes and cancels any previous negotiations, agreements, or commitments, verbal or otherwise. You further acknowledge and agree as follows: (1) no promise or agreement not expressed in the Membership Terms has been made; (2) the Membership Terms and all other instruments referenced in the Membership Terms are not executed in reliance upon any statement, representation, omission, and/or conduct of any other party or the attorney for any other party; and (3) the consideration recited in the Membership Terms is fair and reasonable. To the extent there is any inconsistency between these Membership Terms and any other understandings, agreements, communications and/or advertising, these Membership Terms shall control.
Each provision of these Membership Terms shall be treated as separate from any other provision and shall be enforceable notwithstanding the un-enforceability of any such other provision. If any provision of these Membership Terms is held to be unenforceable as written, but may be enforceable by limitation, then such provision shall be enforceable to the maximum extent permitted by applicable law.
Meteora’s failure to exercise or enforce any right or provision of this Membership Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Meteora in writing.
The language of all parts of the Membership Terms shall in all cases be construed as a whole, according to its fair meaning, and not strictly construed for or against
You or meteora.
Applicable Laws, Choice of Law and Venue
If you make use of the Sites, or the Products, content, code, data or materials on the Sites or available through the Sites, except as otherwise provided for in these Membership Terms, you may breach intellectual property laws (including copyright) and other state and federal laws of United States of America and other countries and may be subject to liability for such unauthorized use.
We control and operate the Sites from our offices in United States of America. We do not represent that materials on the Sites are appropriate or available for use in other locations. Persons who choose to access the Sites from other locations do so on their own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable.
These Membership terms including but not limited to the obligations, duties, responsibilities and the relationship of Meteora and Members herein shall be deemed construed and interpreted as being performed in Dallas County, Texas.
The laws of Texas, United States Of America govern these Membership Terms. Each of Meteora and the Member irrevocably and unconditionally submit to the exclusive jurisdiction of the Federal or State District and County Courts of Dallas, Texas, United States of America.