TERMS OF USE AND SUPPORT AGREEMENT

JungleMail for Office 365

If you have a separate written agreement with EnovaPoint, these Terms of Service will not apply to you.

This Agreement governs the use of, and the subscription to, JungleMail for Office 365 (“Service”) hosted and provided by EnovaPoint.
This Agreement is between You (“Customer”, “You”) and EnovaPoint, UAB with an address at P. Vileisio str. 19a-43, Vilnius, LT-10300, Lithuania, and EU VAT LT-100003251118 (“EnovaPoint”, “Our”, “We”) agreed on these terms (“Terms”) for provision of EnovaPoint JungleMail for Office 365 service.

By accessing JungleMail for Office or by signing or accepting the present agreement, you agree to these Terms, unless you have a superseding written agreement with EnovaPoint.

1. Definitions

JungleMail for Office 365 is an email service app for the Microsoft Office 365 platform, hosted in Microsoft Azure and distributed through the Microsoft Office 365 app store (AppSource) or provided directly by EnovaPoint together with its related services. (the “Service”).
“JungleMail Users” – Office 365 users who access and interact with the Service to send Newsletters, create templates, review analytics.
“Recipient” means a person receiving an Email, except JungleMail Users
“Unique Recipients” – a metric used to determine the number of unique Recipients used within the Service during 3 months period.
“Communication Team” – A separate SharePoint Online site (formerly known as a “site collection”) with Service app installed and used by a separate team of JungleMail Users for the purpose of sending newsletters and/or creating templates and/or reviewing newsletter analytics and separation of other JungleMail for Office 365 activity. The Service app added to Site collection in order to obtain access for content retrieval purposes only do not counts towards Communication Teams amount.
“Azure” means Microsoft Azure cloud computing platform.

“Office 365” means the Office 365 platform provided by Microsoft.
“Support” shall mean technical support services for the Service, updates and maintenance.
“Subscription Term” the set term designated herein or in the initial or renewal invoice.

2. Access and use of the Service

2.1 Eligibility. In order to use the Service, you must have an active Office 365 subscription from Microsoft and agree to these Terms;
2.2 Service usage. You agree to use the Services during Subscription Term in accordance with these Terms, within volume of your projected audience (Unique Recipients), package (e.g. Standard, Pro, Enterprise), number of JungleMail Users and Communication Teams (together the “Plan”). You also understand that in accordance to the Plan, the Service may impose limits on, for example, the amount of email sent, Unique Recipients amount, the amount of Communication Teams or the number of JungleMail Users.
2.3 Service access. Access to the Service is limited to Office 365 user accounts only. Users are accessing the Service by passing on their Office 365 user security token.
2.4 Access granted by Customer. You understand and agree that in order to function the Service must be granted a read access to at least one of your Office 365 SharePoint Online site collection(s). (Security token). This access includes the access to the content or files stored by the Customer in its Office 365 SharePoint Online site collection.
In order to use an additional functionality of the Service, you need to provide read access to Microsoft Azure Active Directory or write access to specific lists in Office 365 SharePoint Online

2.5 Data stored on our servers
“Customer Data” means any data that the Customer provided or was transferred by and to the Service in order to provide service to the Customer. This includes:
-Data provided during the registration process
-API Security Tokens, tenant identification data
-JungleMail Users data
-All data created with and uploaded to the Service. Including: newsletter settings, templates, images, email attachments, newsletter content created manually or retrieved automatically based on specified settings, landing pages, forms
– Emails addresses and other related data of recipients used in a Newsletter or for newsletter analytics
-Newsletter analytical data (email opens, link clicks, unsubscribes, bounces, user logs and any other derived info)
-Newsletter performance information (Sending and processing speed, other telemetric data)
-Bounced, blocked emails, spam complaints, unsubscribe events
-Billing data and usage history
-Email sending accounts, from, reply-to addresses

EnovaPoint has implemented security, organizational and administrative policies to mitigate the risk of unauthorized access to Customer’s Data. 
2.6 Unacceptable use. By agreeing to these Terms, You promise to follow these rules:
-You won’t send spam and comply with our Anti-Spam Policy (Appendix #1.)
– You won’t use purchased, rented, or third-party lists of email addresses.
– Host Content or Images on our servers for any purpose other than for your use of the Service;
-You may not use the Service for any purpose which is illegal or violates any laws in your jurisdiction or in any way that intentionally or unintentionally violates any applicable local, state, national or international law;
-You may not access or use the Service if You are Our direct competitor, except with Our prior written consent. In addition, You may not access or use the Service for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
2.7 Fair usage, and abuse of features. Proper use of Our Service gives good value and performance to hundreds of our Customers. However, we have defined certain parameters to make sure that excessive or abusive use of certain Service features will not adversely affect Our other Customers and their ability to use the Service. These parameters are set beyond normal and considerate usage and thus, they will not affect the vast majority of our Customers at all.
You can be affected by these rules only if You use certain features of the Service excessively, to the extent that such usage overloads Our system and detrimentally affects the usability of the Service for other Customers.
Should our Compliance Team determine this, we will contact You immediately to let You know that You use the Service or part thereof in an excessive manner and supply You with simple advice on how to reduce Your usage.
If You do not follow our advice and Your usage of the Service is still excessive, we reserve the right to suspend or terminate the Service in whole or in part. Each case will be decided on an individual basis and at Our sole discretion.

3. Service Fees and billing

3.1. Service Fees. In order to use the Services outside of Your Trial or Free plan, Customer shall pay annual fees. Fees are based on the Service Plan You subscribed to, number of additional JungleMail Users or Communication Teams set forth in the applicable order or purchased separately. The beginning of the subscription term corresponds to the date the invoice is sent to the Customer. Customer agrees that its subscription be automatically renewed for the same subscription term as the previous one, unless it cancels its subscription at least 15 days prior the Subscription expiration. Unless otherwise agreed in writing by the Parties, the Service Fees applicable to any such renewal shall be EnovaPoint then current standard Service Fees
3.2 Payment type. You may pay for the Service using a credit card, PayPal or pay the invoice by wire transfer. Purchase orders are accepted only for annual subscriptions and additional supporting information may be asked before completing the order. Checks are not accepted.
3.3 Plan changes. You can upgrade Your Plan at any time by sending your request to sales@enovapoint.com or from the Service user interface if available. When upgrading we will calculate the difference between Your current and new Plan on pro rata basis and provide You with instructions of how to pay for an upgrade. When downgrading, we will keep Your current Plan features and benefits until the end of Your current billing cycle. You will need then to repurchase Your subscription with the desired Plan (or use the Free version if available).
3.4 Free Plan. Trials. Your service usage may start with a free Plan or Trial. Such Plans may have limits imposed on the number of emails, users, documents or features. EnovaPoint reserves the right to change the conditions for the Free or Trial Plans at any time.
3.5 Refunds. We will give You a refund only if we terminate our Services to You without cause before the end of a period for which You have paid or in case of fraudulent payments made to Us using Your credit card. We won’t provide refunds if Your account was cancelled as a result of the violation of these Terms or Our Anti-Spam policy.
3.6 Non-Payment and Suspension of Service. If Customer’s account is more than thirty (30) days past due (except with respect to charges subject to a reasonable and good faith dispute), in addition to any other rights or remedies it may have under this Agreement or by law, EnovaPoint reserves the right to suspend the Service upon fifty (15) days written notice, without liability to Customer, until such amounts are paid in full.
3.7. Third-Party Payment Processor. EnovaPoint reserves the right to use a third-party PCI-DSS compliant payment processor to process payments.
3.8 Taxes. Fees do not include any taxes, levies, duties, or similar governmental assessments of any nature on the Service, including, for example, value-added, sales, use, or withholding taxes assessable in any jurisdiction whatsoever. You agree to pay any taxes applicable to Your use of the Services.

4. Support services

4.1 Support period. During the Subscription Term, EnovaPoint will provide Support on an as-needed basis, for the sole purpose of addressing technical issues relating to the use of the Service, at the level dependent on the Package of the Service that has been purchased by Customer. The Customer is not entitled to receive Support outside of the Subscription Term.
4.2 Support channels. Includes web, email, phone, online session or remote technical support, but exclude any on-site technical support by EnovaPoint personnel, it partners or subcontractors.
4.3 Support hours and response time. Support is provided from 07:00 until 23:00 Central European time GMT+2 (1 am – 5 pm Eastern Time), Monday-Friday. EnovaPoint will use reasonable amount of time to respond and address technical issues related to the use of Service.
4.4 Support process: The Customer shall report the Service problems to the EnovaPoint support team using the support request page on https://www.enovapoint.com/support/, though the app if available or by email support@enovapoint.com, and provide EnovaPoint with:
a) Detailed description of the problem;
b) List steps to reproduce the issue and relevant data
EnovaPoint may request that the Customer takes certain actions to determine whether the problem or error is related to the Service or another item. The Customer shall reasonably cooperate with EnovaPoint during this process.
4.5 Resolution of issues. Depending on the nature of the issue, the resolution may take the form of an explanation, recommendation, usage or workaround instruction, or advising Customer of an available release that addresses the issue. EnovaPoint may close issues identified as outside the scope of Support.

5. Term

5.1 Term. This Agreement will commence on the effective date and continue for a period of twelve (12) months, and will automatically renew at the end of the Subscription Term (or any renewal term) for a period of one year unless either Party provides written notice to the other of non-renewal at least thirty (15) days before the end of the Subscription Term. Any such renewal will be at the list price in effect at the time of such renewal.

6. Suspension and Termination

6.1. Maintenance and Downtime. EnovaPoint may, without any liability to Customer (except as set forth in the applicable Order), suspend access to the Service at any time: (a) to perform scheduled or unscheduled maintenance, modifications, or upgrades; (b) due to hardware failures, power outages, or failures of third party providers; (c) to mitigate or prevent the effects of any threat or attack to the Service or any other network or systems on which the Service relies; EnovaPoint will make a reasonable effort when possible to notify Customer in advance of any scheduled Service suspension, but EnovaPoint will have no liability for any damages, losses (including loss of data or profits), or any other consequences incurred as a result of a Service Suspension or the failure to provide notice thereof.
6.2. Account Suspension. We may suspend the Account, in whole or in part, with or without prior notice, for cause or for material breach of this Agreement that is reasonable under the circumstances including, for example, Customer’s account is more than thirty (30) days past due or a suspected breach of the Spam Policy or we detect an abusive use of the Service.
6.3. Termination and refunds. This Agreement may be terminated:
(a) by Customer at any time if it cancels the Services through its Service account or with an EnovaPoint customer representative; You will not be entitled to any refund if you terminate this Agreement before the end of the Subscription term.
(b) by either Party upon thirty (30) days prior written notice to the other party of a material breach by the other party if such breach remains uncured at the expiration of such notice period;
If Agreement was terminated due to Customer material breach the refund is not provided, if Agreement was terminated due to EnovaPoint material breach we will refund you on a pro-rata basis for the rest of your Subscription term
(c) by EnovaPoint for convenience with a ninety (90) days prior notice. If we terminate the Agreement for convenience, we will refund you on a pro-rata basis for the rest of your Subscription term.
6.4 Survival. Customer’s obligation to pay any fees accruing before termination, Section 1 Definitions, Section 2.4 and 2.5, Section 6 (Suspension and Termination), Section 9 (Indemnification), Section 11 (Limitation of Liability), and Section 13 (General)

7. Intellectual Property

7.1 Ownership of the Service. EnovaPoint will own all rights, title and interest in the Service (including all characters, storyline, images, photographs, graphics, animations, video, music, and text), and all associated copyrights, trademarks, and other intellectual property rights therein. You may use the EnovaPoint logo and product names on your website to advertise Your use of the Service, unless otherwise informed by us.
7.2 Customer data. We claim no intellectual property rights over the data you provide to the Service. All data, title and files uploaded to the Service remain yours. However, Customer hereby grants to EnovaPoint a worldwide, non-exclusive, non-transferable (except pursuant to a permitted assignment under these Terms of Use), royalty-free: (a) limited-term license during the applicable Term to receive, copy, modify, display, store, perform and distribute copies of Customer Data solely for the purpose of providing the Service (including interoperation of the Service with any linked third party applications) in accordance with this Agreement; (b) EnovaPoint does not itself use the email address to send any of its own emails to the Recipients, however We reserve the right to send emails to JungleMail Users in order to provide information regarding Subscription, Account, Service usage or other Service-related data like updates, alerts, new features.

8. Disclaimer and Warranties

8.1 Warranty.EnovaPoint warrants that the Service and services provided hereunder shall meet all descriptions in EnovaPoint’s specifications and websites, and shall be provided in a good and workmanlike manner. Except for this stated warranty, EnovaPoint provides the Service to the Customer as is and without warranty of any kind, express, implied or otherwise, including without limitation any warranty of merchantability or fitness for a particular purpose. We do not warrant that Your use of Service or materials will be uninterrupted, secure or error-free.
8.2 Service credit. Customer is eligible to request a 25% of monthly fee service credit if Service availability is less than 99.5%, 50% of monthly fee if Service availability is less than 98%, and 100% of monthly fee if Service availability is less than 95%.
8.3 Backup. EnovaPoint warrants that it shall store and back up Customers data so as to remedy any unintentional loss of data. The back-up frequency shall be 4 hours.
8.4. Failure caused by Office 365 SharePoint Online, Windows Azure Active Directory and Microsoft Graph. JungleMail for Office 365 relies on Office 365 SharePoint Online, Windows Azure Active Directory and Microsoft Graph to perform the Services. EnovaPoint is therefore not responsible if a failure to perform the Services is caused by a default of Office 365 SharePoint Online, Windows Azure Active Directory and Microsoft Graph.

9. Indemnification

9.1 EnovaPoint Indemnification. EnovaPoint will defend, indemnify and hold Customer harmless from and against any third-party claim damage, or costs (including reasonable attorneys’ fees) in connection with claims, made or brought against Customer by a third party alleging that the use of the Service as made available by EnovaPoint under this Agreement to Customer, infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party. If EnovaPoint receives information about an infringement or misappropriation claim related to the Service, EnovaPoint may, in its discretion, and at no cost to Customer: (a) modify the Service so that it no longer infringes or misappropriates; or (b) terminate Customer’s Service upon thirty (30) days’ prior written notice and refund Customer any prepaid fees covering the remainder of the term of the terminated subscription.

9.2 Indemnification by Customer. Customer will defend, indemnify, and hold EnovaPoint harmless from any Claims made or brought by a third party: (a) based upon breach of this Agreement by Customer, its employees and JungleMail Users resulting in the unauthorized disclosure of Confidential Information; (b) alleging that the Customer data or business information infringes the rights of, or has caused harm to a third party;

10. Confidentiality

10.1 EnovaPoint and Customer agree to hold each other’s Confidential Information in confidence and not to disclose it to any third party without the prior written consent of the disclosing party. ‘Confidential Information’ shall mean the information disclosed by the discloser or its affiliates, which is identified as confidential, or which can reasonably be considered confidential due to its nature, or in the circumstances surrounding disclosure. Confidential Information does not include information which: (a) is in the public domain; (b) was or lawfully becomes known to the receiver; or (c) was independently developed by the receiver. The parties agree to use such Confidential Information of the disclosing party only as it relates to the performance of the party’s obligations under these terms. Further, the receiving party shall use the same degree of care it uses with respect to its own confidential information to prevent the unauthorized disclosure to a third party, but in no event less than reasonable care.

11. Limitation of Liability

11.1. Dollar Cap. IN NO EVENT SHALL ENOVAPOINT AGGREGATE, CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY. THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE OR EXTEND THIS LIMIT.
11.2. Exclusion. IN NO EVENT SHALL ENOVAPOINT BE LIABLE TO CUSTOMER FOR ANY LOST PROFITS OR REVENUES OR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPT FOR FRAUD OR WILLFUL MISCONDUCT OF ENOVAPOINT.

12. Relation of The Parties

12.1 Nothing in these Terms will create or imply an agency relationship between EnovaPoint and the Customer, nor will these Terms be deemed to constitute a joint venture or partnership between the parties.

13. General

13.1. Notice. All notices should be in writing and send to support@enovapoint.com
13.2. Publicity. EnovaPoint may reproduce, display and use Customer name and logo for the limited purpose of advertising the Customer’s use of the Service. If Customer wishes to limit such right, it shall send an email to support@enovapoint.com.
13.3 Governing Law. This agreement shall be governed by and construed in accordance with Lithuanian Law.

14. Modification of Agreement

EnovaPoint reserves the right to amend these General Terms from time to time by posting an amended version of the General Terms on its Website. Customer’s continued use of the Services following any such amendments may be relied upon by EnovaPoint as Customer’s consent to any such amendments.

By mail:
Data Protection Delegate Marta Sidun
By email: marta@enovapoint.com