For the purposes of this Agreement, the following definitions shall apply:
BlueCamroo Inc, whose place of business is 3100 Steeles Avenue West, Concord, ON, together with any assignee or successor thereof.
References to “us” and “our” relate also to the Company.
|The System||The BlueCamroo hosted productivity application, including any extensions or interoperable components thereof provided by the Company.|
|The Email Marketing Module||A discrete module, provided as an integrated tool within and forming part of the System for the purpose of sending email marketing newletters and similar mass email communications to the Account Holder's customers and other persons to whom the Account Holder has legitimate authority to send commercial emails.|
|The Social Scout Module||A discrete module, provided as an integrated tool within and forming part of the System for the purpose of receiving and sending communications via online social networks; for searching within the updates provided by online social networks, and for integrating customer and contact data held in online social networks with related data held within BlueCamroo.|
|The Service||The BlueCamroo website, System, data storage services, System-generated messages (whether by email, SMS or other format), customer forum, blogs, online/email-based support services, together with any related downloadable software, data or documentation provided by the Company.|
|Ancillary Services||Other services, whether related or unrelated to the BlueCamroo System, that may be offered or provided from time to time by the Company, its assignees, partners, affiliates or successors, including but not limited to consultancy services, systems integration or bespoke software development services, do not form part of The Service, and are subject to separate terms and conditions.|
|The Account||A system account within the BlueCamroo productivity application, comprising a related group of data, resources and users of The Service.|
|The Account Holder||
The person who registers the Account, jointly with any company or other legal entity for whose benefit the Account is registered, and any successors thereof to whom the Account Holder for the time being transfers responsibility for managing the Account. The Company shall deem any person who accesses the Account by means of the Account Holder’s user name and password to be the Account Holder, and to be entitled to deal in all manners with the Account, including terminating the Account and deleting all data.
References to “you” and “your” relate also to the Account Holder.
References to the Account Holder in the masculine also include the feminine.
The Account Holder may create additional users within the System. An Internal User is a user that may enjoy potentially full access to all features of the System (subject to permission controls). Internal Users will typically be (but are not required to be), colleagues, employees, associates or sub-contractors of the Account Holder.
BlueCamroo base System charges are calculated with reference to the number of Internal Users.
|External User||An External User will typically be (but is not required to be) a client / customer or independent supplier of the Account Holder. External Users have limited access to the System, and are provided features that are specifically adapted to interacting in the client/customer role. No charge is made for External Users to access the Account.|
The BlueCamroo Service is provided ‘as-is’, without any warranty of fitness or suitability to the needs or requirements of the Account Holder. The Account Holder hereby acknowledges and confirms that through the provision of a free trial period he has been afforded fair opportunity to evaluate the Service and make his own assessment of its suitability before making any purchase. By renewing or continuing the Account in any month, the Account Holder acknowledges and confirms that the Service continues to meet his needs and requirements to his own satisfaction, and is without material defects.
The Account is created by the Account Holder through registering at the Company’s website, http://www.bluecamroo.com. Provision of the Account is at the sole discretion of the Company, and is subject to the following terms (“the Account Terms”):
The BlueCamroo name, logo, website, hosted productivity application, and all other textual and visual artifacts and functional characteristics of the Service are the copyright and intellectual property of the Company.
The Company hereby acknowledges the intellectual property rights of the Account Holder in any content uploaded to, or communicated through, the Service, and will take all reasonably precautions to protect the confidentiality of such communications.
The Company hereby asserts that its role in providing the Service is to offer a data repository and communications platform for the Account Holder’s lawful business data storage and communications needs. The Company does not in any way supervise the content created in the Service, and disclaims any and all responsibilities normally ascribed to a publisher.
In the event that any third party claims their intellectual property rights to be infringed by content created in the Service by the Account Holder, BlueCamroo shall require the Account Holder to promptly remove such infringing content. In the event that the Account Holder fails to do so, the Company shall itself delete such content, and shall charge an administration fee to the Account Holder in such an amount as it shall reasonably determine to reflect the costs and time expended in so doing.
All new Accounts benefit from an Initial Free Period ("Free Trial"). Unless otherwise stipulated during the signup process and accepted by the Account Holder, the duration of the Initial Free Period shall be 14 days from the date of signup.
Accounts benefiting from the Initial Free Period are full, normal, unrestricted BlueCamroo Service accounts. They are not limited ‘trial accounts’, and can be continued beyond the end of the Initial Free Period as standard, paid-for BlueCamroo Accounts.
Payments for the Service are due in advance by credit card (and additionally by debit card in certain markets) showing the Visa or Mastercard logo at monthly or annual intervals according to the selected payment frequency of the Account.
The Company shall send an email to notify the Account Holder 7 days before the expiry of the Initial Free Period inviting the Account Holder to Confirm the Account, whereby the Account Holder authorizes collection of payments from his Credit or Debit Card. No payment for Service fees shall be collected before the Account Holder provides such confirmation.
All subsequent payments will be automatically collected at monthly or annual intervals as stipulated by the Account Holder, and the Company shall issue a Confirmation Invoice on receipt of each payment.
It is the responsibility of the Account Holder to ensure that valid payment card details are maintained with the Account to allow collection of charges as they fall due. In the event that a payment can not be collected for any reason, the Company may at its sole discretion offer a Grace Period of up to 7 days, during which time the Company shall make reasonable endeavors to contact the Account Holder, and shall re-attempt collection each day. Should payment remain outstanding thereafter, the Account will be suspended. Should payment remain outstanding beyond 30 days after the original due date, the Account will be cancelled, and all data deleted.
Important: The Grace Period for payments is at the Company’s sole discretion, and may be withdrawn from Account Holders without warning where there are repeated difficulties in collection.
Monthly subscription payments for the Service are due in advance on the same day of each month. Where a payment falls due on a day of the month that does not exist, such as 31st February, the payment will become payable on the last available day before that date, and subsequent payments will continue monthly from this earlier date. The first Payment is due at the end of the Initial Free Period.
BlueCamroo offers the option of an Annual Plan, at a cost equal to 10 months of the equivalent monthly plan. The first annual Payment is due at the end of the Initial Free Period, and subsequent payments fall due on the same day and month of each following year.
Annual Plan payments should normally be made by credit or debit card, as for monthly plans, however the Company also accepts by prior arrangement US$ cheque payments or direct deposits in US$ into its US$ bank account. Please note that any direct deposit (e.g. wire transfer) should be made with all charges payable by sender. If there is any shortfall in the received amount due to charges applied by the sender's bank, the Company's bank, or any intermediary bank, this will result in a pro-rata reduction in the term of the paid subscription (such reduction to be calculated pro-rata to the full annual payment, and rounded up to the next whole day if applicable).
The Account Holder may Upgrade, Downgrade or Cancel the Service at any time.
Any requested change to the Service will be effective immediately, and any increased / decreased rate of charges will apply from the next monthly regular payment date.
There will be no refund of part-used Services, nor any additional charge for increased Service levels between the date of any Upgrade and the next regular payment date.
The Account Holder may Upgrade, Downgrade or Cancel the Service at any time.
Annual Plan upgrades are effective immediately, and result in an additional charge calculated as 10x the difference between the original and the new plan subscription level, applied pro-rata to the number of days remaining to the Account plan anniversary. The additional charge will be collected automatically from the stored payment card, or may be paid by cheque or direct deposit as detailed above within a maximum of 7 days from the date of upgrade.
The Account Holder explicitly agrees that, in consideration of the discount provided by the Company for Annual Plans, annual plan charges are not refundable either in full or in part in the event of a plan downgrade or cancellation.
A monthly-paid Account may transfer to the equivalent Annual Plan at any time. The first Annual payment will be due at the next normal monthly plan payment date, and annually thereafter.
An annually-paid Account may transfer to the equivalent Monthly plan at its next anniversary. The first monthly payment will fall due on the normal Annual payment date, and subsequently each month thereafter at the normal monthly rate.
The Company intends to continually develop, extend and improve the Service. As such, new features will be added to the Service from time to time, and certain existing features may be modified or withdrawn.
The Company reserves the right to modify these Terms, together with the price of the Service and any limits or allowances of disk space, bandwidth or other resources at any time. Such modifications shall be notified to the Account Holder by email, and shall become effective from the next monthly or annual renewal of the Account. Account Holders who do not wish to continue the Service on the modified terms should cancel their Account before it renews.
The Company makes no warranty of the fitness or suitability of the Service for the Account Holder’s needs. Furthermore, while the Company will make all reasonable endeavours to ensure the continuous availability of the Service, it does not make any warranty or representation that the Service shall be available without interruption or defect at any time.
The Service is renewable month-to-month, and is payable monthly in advance. Accordingly, the maximum compensation available for any failure by the Company to deliver any aspect of the Service shall be one month’s Service charges, at the Account Holder’s selected service level.
The Company shall not under any circumstances be liable for any indirect or consequential losses, including but not limited to inconvenience, delay, loss of profit or loss of reputation, whether arising from Service interruption, error in processing or loss of data within the system.
In the event that the Account Holder is in breach of this Agreement, the Company may, at its sole discretion, Suspend or Terminate the Account, without compensation.
In all other circumstances, the Company shall have a general right to terminate the Service of giving at least 6 months’ notice.
The Email Marketing Module is provided for the purpose of sending email marketing newletters and similar mass email communications to the Account Holder's customers and other persons to whom the Account Holder has legitimate authority to send commercial emails. The Account Holder is solely responsible to ensure that its use of the Email Marketing Module is not in violation of the CAN-SPAM Act, CASL (Canada's Anti-SPAM Law), or any other regulations that restrict or prohibit the sending of mass unsolicited commercial emails in any relevant jurisdiction.
Use of the Email Marketing Module may be subject to additional charges, applied through the purchase and expenditure of Campaign Email Credits. Campaign Email Credits may be purchased at rates set out in the extended pricing table on the BlueCamroo website, at https://www.bluecamroo.com/bluecamroo-pricing-add-ons, and - except as otherwise provided under any special promotions or other arrangements - are expended at the rate of 1 Campaign Email Credit per email sent through the Email Marketing Module, regardless of whether these are successfully delivered to an active email address. Campaign Email Credits that are unused at the end of each billing month are simply rolled over to the next month indefinitely (i.e. there is no expiry of unused Campaign Email Credits) for so long as the Account remains in existence. Campaign Email Credits are non-refundable, and non-transferable. In the event that a balance of Campaign Email Credits exist when the BlueCamroo Account is cancelled or otherwise terminated, these will expire without value.
The Email Marketing Module includes facilities to send "immediate", "scheduled" and "triggered" emails. Emails to be sent are added to a mail server queue, and sent out in batches several times each hour. The terms "immediate" and "scheduled" refer to the time when campaign emails are added to the mail server queue. The Company does not undertake that emails will be sent or delivered 'immediately', nor at a precise time specified by the Account Holder when configuring a scheduled email campaign.
The Company makes all reasonable endeavors to ensure the deliverability of emails sent through the Email Marketing Module, however deliverability is subject to multiple factors outside the Company's control, including the accuracy of email addresses recorded by the Account Holder, the content of the Account Holder's email communications, changes in SPAM filtering methods, and the configuration of the intended recipient's email systems. The Company therefore does not guarantee that emails sent will be received.
The Social Scout Module is provided for the purpose of enabling the Account Holder to display and store updates from selected Online Social Networks within the contact records of its customers, prospects and other contacts; to glean marketing insight and other market intelligence from those Networks; and to communicate by means of posting updates and other permitted messages. Access to the supported Online Social Networks is made on behalf of the Account Holder and (optionally) of the other Users of the Account via Application Programming Interfaces ("APIs") provided by each supported Online Social Network for that purpose, using their supplied user names and passwords.
The Account Holder is solely responsible to ensure that use of data derived from any Online Social Network is in accordance with the terms and conditions of that Network, and with all relevant legislation made for the purposes of data protection.
The Social Scout Module is provided without additional charge as an included component of the BlueCamroo System. Over and above its general right to modify pricing or terms of the Service, however, the Company hereby gives notice that this will be reviewed and separate charges for the Social Scout Module will be introduced in the event that one or more supported Online Social Networks introduce charges for access to their APIs that materially impact the Company's costs in providing the Social Scout service.
The Social Scout Module gathers data from, and communicates updates to, each Online Social Network via their relevant APIs. The Company has no control over the accuracy of data supplied to it via the Online Social Network's APIs, nor any control over the processing of updates and messages posted into any Online Social Network service after it is submitted. Each Online Social Network imposes limits on the number of API transactions (data requests and updates) that may be effected over various time periods, and has its own policies regarding treatment of excess transactions. Furthermore, when a particular Online Social Network is experiencing high traffic volumes or is unavailable, it may fail to respond to API requests, or to process updates correctly or at all. Consequently, certain messages that match saved search criteria within the Social Scout Module may fail to be 'found', and messages posted via the Social Network Module may be discarded by the intended Online Social Network and thereby permanently lost.
The features of the Social Scout Module are constrained by the capabilities of the API provided by each supported Online Social Network. In the event that the supported Online Social Networks extend their APIs to provide new capabilities, the Company may at its sole discretion enhance the Social Scout Module to take advantage of these. Conversely, should any API feature on which the Social Scout Module depends be withdrawn, the Company may be obliged to vary the feature-set and functionality of the Social Scout Module accordingly, potentially at short notice or with no prior notice.
By using the Social Scout Module, the Account Holder explicitly recognizes and accepts that deliverability of posted updates is not guaranteed, and that the Social Scout service may be from time to time slow, interrupted or unavailable for reasons outside the Company's control.
Last Updated: June 11th, 2014