Sendblox Terms & Conditions
Date Updated:
Getting Started
1.1. Welcome to Sendblox! These Terms and Conditions (and any documents referenced in them) together with any Order Form set out the agreement between the parties which govern the relationship (the “Agreement”).
1.2 When Our Relationship Starts and Ends. This Agreement begins when you complete the sign-up process, either (i) by submitting a payment through our online checkout (including Stripe or any other approved payment processor), which constitutes acceptance of these Terms and Conditions, or (ii) by executing an Order Form. The Agreement will remain in effect until (i) either party gives the other at least thirty (30) days’ written notice of its intention not to renew the Agreement, with such notice to be given prior to the end of the then-current Initial Term or Renewal Term and termination to be effective at the expiry of that Term; or (ii) this Agreement is terminated earlier by either party in accordance with its terms (such as under section 6.1).
1.3. Subscription Duration. Each Subscription, whether initiated via an Order Form or a Subscription Plan, begins on the applicable Start Date and continues for the Initial Term. At the end of the Initial Term, the Subscription will automatically renew for the term specified for that Subscription, and for subsequent terms of equal duration, unless either party provides written notice of non-renewal within the applicable Notice Period (“Renewal Term”). Renewal will occur on each anniversary of the Initial Term or then-current Renewal Term. If no Renewal Term is specified, the Subscription will end after the Initial Term. Except for any provisions that expressly survive termination (such as confidentiality), the Subscription will not continue beyond the then-current term if timely written notice of non-renewal is given, or if it is terminated under any other terminations rights in this Agreement.
1.4. Updates & Modifications. Sendblox will notify Customer by email to the billing email address (or other address notified to Sendblox) at least 30 days before any material changes to this Agreement take effect, except for changes required by applicable law or regulation, which may take effect immediately upon notice. Except for any changes required by applicable law or regulation, if Customer does not agree with the proposed changes, Customer must notify Sendblox of its objection in writing within ten (10) days of the notice. If no agreement can be reached, Customer may terminate the Agreement, and Sendblox will provide Customer with a pro-rata refund for any prepaid Fees for the unused portion of the Term.
1.5. Beta Releases. From time to time, Sendblox may make available Beta Releases to Customers or Users for evaluation, feedback, and testing purposes. Beta Releases are provided “as is”, may be incomplete or not free of errors, and may be modified or withdrawn by Sendblox at any time without notice. Sendblox makes no promises or guarantees about the features, performance, uptime, support, or future availability of any Beta Release. The Customer acknowledges and agrees that: (a) Beta Releases are for internal testing and evaluation only, not for production use; (b) use of a Beta Release is voluntary and at the Customer’s sole risk; (c) all standard limitations of liability, disclaimers, and confidentiality obligations apply, but Sendblox’s liability for Beta Releases is, in any event, limited to the maximum extent permitted by law; (d) Sendblox may collect, analyse, and use feedback, bug reports, and usage data about Beta Releases to improve its products and services; (e) access to or feedback about Beta Releases does not create any expectation or implication of continued availability, future release, or feature inclusion; and (f) Beta Releases may be subject to additional terms or restrictions specified by Sendblox.
1.6. Where to find the definitions. Definitions for the capitalised words used in this Agreement can be found at the end of these Terms and Conditions.
Provision and Use of the Platform
2.1. Subscription. Sendblox will make the Platform available to the Customer in accordance with this Agreement.
2.2. Your Account and Users. The Customer’s designated Users are responsible for establishing and managing the Customer’s use of the Platform including the creation of authentication credentials to access the Customer’s access to the Platform. The Customer is solely responsible for maintaining the status of its Users and ensuring Users safeguard their User authentication credentials. Customer is responsible for all activities of its Users (except those caused by Sendblox’s breach of this Agreement). Customer will not exceed the maximum number of Users permitted by the Subscription; if exceeded, Fees will be pro-rated from the date of excess for the remainder of the Term and Customer must immediately pay all additional Fees in accordance with the Payment Terms.
2.3. Customer Responsibilities. Customer is solely responsible for the accuracy, quality and legality of all Customer Content or other inputs that the Customer or the Users provide to the Platform. Customer also acknowledges it is solely responsible for all uses of Outputs, for compliance with all laws and third-party rights (including IP), and agrees to indemnify, defend and hold harmless Sendblox from any related claims or liability arising from such use.. Customer must ensure that it and its Users comply with this Agreement and relevant Policies. The Customer is responsible for the acts and omissions of any of its Users relating to this Agreement as though they were the Customer’s own acts and omissions. The Customer must not use the Platform in any way which breaches this Agreement, any applicable laws or for any other unlawful purposes. The Customer may only use the Platform for its intended internal business purpose and not for any other purposes. Recipients of outreach generated via the Platform may opt out of receiving further AI-personalized communications by using the unsubscribe or communication preferences functionalities provided. Users are required to honor these preferences promptly and in accordance with applicable law.
2.4. Technology Improvement. Sendblox may modify the Platform to improve, update, or comply with legal requirements, information security practices, or certification standards. Sendblox will notify Customer in advance of any material changes which may substantially and adversely affect the Platform in accordance with section 1.4 process except (i) in cases of an emergency, (such as critical vulnerability remediation, (ii) to implement any applicable law, (iii) to comply with third-party certification standards (such as ISO 27001), or (iv) address security vulnerability or similar updates.
Intellectual Property Rights & Permissions to Each Other
3.1. Sendblox Ownership. Sendblox retains sole ownership of all right, title and interest, including all Intellectual Property Rights, in and to the Sendblox Technology. Customer will not acquire any right, title or interest in or to the Sendblox Technology (subject only to the limited rights expressly granted in this section (as applicable)), and Sendblox reserves all rights therein and thereto not expressly granted in this Agreement.
3.2. Sendblox Software Licence to Customer. From the start of this Agreement until its termination, in consideration for the Customer’s payment of the Fees, Sendblox grants the Customer a limited, non-exclusive, non-transferable, fully paid-up licence, revocable only in accordance with this Agreement, without right to sub-license, to access and use the Platform for internal business purposes strictly in accordance with this Agreement.
3.3. Outputs Ownership. Sendblox’s AI Features may require Customer to provide Inputs, which will be used by these AI Features to generate Outputs. As between Sendblox and Customer, to the maximum extent permitted by applicable law, Customer retains ownership over Inputs and obtains ownership of Outputs. Sendblox assigns to Customer all right, title, and interest, if any, in and to Outputs. Customer acknowledges that Outputs may be the same or similar to Outputs independently generated for other customers.
3.4. Customer License. From the start of this Agreement until its termination, Customer grants Sendblox, a limited, non-exclusive, non-transferable, sub-licensable, royalty-free, license to use any Customer Content, Connected Applications or any other relevant Intellectual Property Rights owned or licensed by Customer, as necessary to provide, operate and make available the Platform to Customer in accordance with this Agreement. Customer acknowledges that Sendblox may collect and use general usage information about use of the Platform, to be compiled into an aggregated or de-identified form, for use to (a) enhance, develop or improve the Sendblox Technology; (b) provide analytics and benchmarking services; and (c) generate and disclose statistics regarding use of the Platform, provided however, that no Customer-only statistics will be disclosed to third parties.
3.5. Ownership and Use of Customer Content. Customer retains all rights, title, and interest, including all Intellectual Property Rights in and to all Customer Content and its Confidential Information. Except for the license and assignment expressly granted to the Customer in section 3.2 and 3.3, nothing in this Agreement grants Customer any rights in the Platform or the Sendblox Confidential Information; and all such rights, including improvements or derivative works, are and remain the exclusive property of Sendbox or its licensors.
3.6. Feedback. If Customer provides feedback, suggestions or recommendations to Sendblox regarding the Sendblox Technology, including any flaws, error, bugs, anomalies, problems with and/or suggestions, desired features or improvements relating to the Platform and its ongoing development (“Feedback”). Both during and after the Term, Sendblox may use and incorporate Feedback without restriction or obligation for compensation in connection with its business, products and services.
3.7. Restrictions. Customer shall not and shall not suffer, allow, assist or enable any other person (including Users) to: (a) use the Platform, Documentation and/or any Outputs in any manner or for any purpose that is restricted by or inconsistent with this Agreement and/or applicable law; (b) provide or otherwise make the Platform available to any third parties; (c) use the Platform, Documentation and/or any Outputs to create, market or distribute any product or service that is similar to, competitive with, or otherwise replicates or seeks to replicate any features or functionalities of, the Platform or any other part of the Sendblox Technology; (d) introduce to the Sendblox Technology any ‘back door’, ‘drop dead device’, ‘time bomb’, ‘Trojan horse’, ‘virus’ or ‘worm’ or any other equivalent code, software routine or instructions designed or intended to disrupt, disable, harm or otherwise impede in any manner the operation of the Sendblox Technology or any device, system, data or file owned or controlled by Sendblox or any third party; (e)(re)create, access, inspect or derive any underlying models (including architectures, weights, (hyper)parameters, coefficients, embeddings, calibrations and algorithms (whether or not, instantiated in software code)) and/or data used to train or create those models (including as part of any so-called ‘model extraction’, ‘model inference’ or ‘model inversion’ techniques or similar), which are part of the Platform; (f) modify, copy, resell, rent, lease, sub-licence, load, merge, adapt, translate, or create derivative works of, Platform and/or the Documentation save as expressly permitted under this Agreement; (g) contest, challenge or otherwise make any claim or take any action adverse to Sendblox’s ownership of, or interest in, the Sendblox Technology; (h) re-use, disseminate, copy, or otherwise use the Sendblox Technology in a way that infringes, misappropriates, or violates any Intellectual Property Rights or other right of Sendblox or any third party; (i) engage in competitive analysis or benchmarking of the Platform; (j) remove, alter or obscure any trade mark notice, copyright notice or any other proprietary notice from the Platform and/or the Documentation; (k) circumvent, disable, or interfere with security-related, authentication-related, copy-protection or rate-limiting features of the Platform; (l) reverse engineer, decompile, unbundle or disassemble the whole or any part of the Platform, unless and to the extent unavoidably permitted by unavoidable laws of Customer’s jurisdiction for limited interoperability purposes; (m) impose an unreasonable or disproportionately large load or strain on the Platform; (n) automatically publish or make available any Outputs without human intervention, review and approval; or (o) take any action designed or intended to do any of the foregoing. Breach of this Section constitutes a material breach of this Agreement.
3.8. Sendblox Indemnity. If any third party claims the Platform infringes their Intellectual Property Rights, Sendblox will, at its expense, defend Customer and indemnity for damages, fines and penalties awarded or settled with Sendblox’s written approval, provided Customer (i) promptly notify Sendblox in writing, (ii) grants Sendblox control over the defense /settlement, (iii) does not settle without Sendblox’s consent, (iv) cooperates reasonably at Sendblox’s expense, and (v) uses all commercially reasonable efforts to mitigate any loss, damage or costs related to the claim against the Customer. Sendblox is not liable for claims arising out of (a) the Customer’s improper use of the Platform, (b) use of Sendblox’s Platform in combination with third party products not provided by Sendblox, (c) any Third Party Software, (d) any AI Features, Outputs (including those generated using third-party AI models such as Gemini), or (e) Customer Content.
3.9. Customer Indemnity: Customer shall indemnify, defend, and hold harmless Sendblox from and against all liabilities, damages, claims, losses, and costs (including reasonable legal fees) arising from or related to the Customer Content (including AI-generated content) uploaded to or processed by the Platform, and Customer’s use of any AI-generated Output, including outputs created by Sendblox’s embedded AI Features or third-party models such as Gemini, including but not limited to claims of intellectual property infringement, regulatory breach, or privacy violations.
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AI Features & Connected Applications
4.1. AI Features: Sendblox’s Platform includes embedded AI Features that interact directly with Customer Content including Connected Data, enabling automatic generation of personalised email content. Use of the Platform, including all AI-driven features, is a core part of the offering and is not optional. If the Platform generates synthetic images, audio, or video, all such content will be clearly labeled as AI-generated, in accordance with applicable law. All Connected Data, Inputs, and Outputs processed or generated by the Platform must be used in accordance with the Acceptable Use Policy and all applicable laws. Users will be notified when interacting with AI-generated or AI-assisted content through clear labels provided in campaign outputs, emails, or the Platform interface. Some AI Features may utilize Connected Applications. Where required by such providers, applicable flow-down terms will be specified in the Acceptable Use Policy and are binding on the Customer.
4.2. Output & Human Review. Outputs and communications generated by AI Features are provided with clear labeling. Human review and approval is required prior to using such Outputs for any regulated, mission-critical, or customer-facing decision. Should any Platform feature make impactful or legal decisions about individuals in the future, affected parties will be informed about their rights to request a human review.
4.3. Generative AI Disclaimers: The Customer acknowledges and agrees that:
(a) embedded AI Features utilize generative and predictive modelling on live CRM and behavioural data and may occasionally inaccurate, incomplete, biased or inappropriate Outputs;
(b) Customer should carefully review and approve AI-generated Outputs before acting on them, especially for regulated, mission-critical, or customer-facing communication;
(c) Sendblox does not warrant the accuracy, completeness, suitability or legal compliance of the AI-generated Outputs;
(d) Customer is solely responsible for the any use of all Outputs in its business and for all compliance, regulatory, and confidentiality obligations arising from its use; and
(e) AI technology and models evolve rapidly, so results may vary and earlier Outputs may differ from those produced after model updates. Customer will not solely rely on AI-generated Outputs for any critical or regulated business decisions; and
(f) Sendblox provides no warranty, indemnity, or guarantee for the accuracy, suitability, non-infringement, or lawful use of any Output generated by AI Features. All Outputs are provided ‘as-is’ and solely at the risk of the Customer.
4.4. Training. Sendblox does not use any Inputs, Connected Data, or Outputs to train, test, refine, or improve any underlying artificial intelligence systems or models for other customers. When Sendblox utilizes third-party AI services (e.g., Google Gemini), those providers' data usage policies apply, and Sendblox will use enterprise-grade APIs where available to minimize use of Inputs for training. Customers should review the applicable third-party AI provider’s terms for transparency about data handling. Sendblox may use Inputs and prior Outputs as contextual reference solely for improving email results for that specific customer, not as general model training
4.5. Connected Applications: The Platform may connect or interoperate with Connected Applications, such as CRM platforms and analytics tools. Providers of Connected Applications operate under their own terms and condition and are not under the Sendblox’s control. Sendblox makes no representations or warranties concerning, and has no liability for, any Connected Applications. If the Customer chooses to use, enable, or integrate Connected Applications with the Platform, the Customer (i) is responsible for reviewing and accepting the terms of the Connected Application; (ii) expressly consents to Sendblox sharing or exchanging Connected Data with the Platform (including updating Connected Data within the Connected Applications) as necessary to deliver the Platform’s features or fulfil this Agreement; (iii) accepts that Sendblox will need to access and store Customer’s integration key in respect of any Connected Application; and (iv) acknowledges that Sendblox is not liable for any damages, loss, or disruption resulting from the use of Connected Applications.
4.6. Connected Application Disclaimers: Customer acknowledges that Connected Applications are provided by independent third parties and Sendblox has no control over their functionality, performance, availability, or security. Sendblox expressly disclaims all liability for any damages, losses, or issues arising from Customer’s use of Connected Applications, including but not limited to data breaches, services interruptions, or integration failures except to the extent directly caused by Sendblox’s breach of this Agreement and subject to the limitations of liability set out herein.
4.7. Unsubscribe Handling:
(a) Unsubscribe Process. The Platform provides unsubscribe links in all email campaigns that direct recipients to a Sendblox-hosted unsubscribe page. Upon a recipient’s unsubscribe request, Sendblox will: (i) immediately add the email address to the domain’s unsubscribe list; (ii) ensure no future campaigns are sent to that email address; and (iii) update the Customer’s Connected Applications with the unsubscribe status where technically feasible.
(b) Customer Obligations. Customer is responsible for: (i) ensuring these updated unsubscribe preferences are respected in all future communications, whether sent through the Platform or other systems; (ii) not attempting to circumvent or override unsubscribe requests; and (iii) maintaining additional suppression lists as required by applicable law or industry best practices.
(c).Compliance Standards. The unsubscribe process will comply with applicable email marketing regulations, including processing unsubscribe requests within the timeframes required by law (typically within 10 business days under CAN-SPAM, immediately under GDPR).4.8. CRM Integration Security:
4.8. CRM Integration Security:
(a) Data Security Measures. Sendblox will: (i) encrypt all integration keys and Connected Data in transit using TLS 1.2 or higher and at rest using AES-256 or equivalent encryption; (ii) implement role-based access controls and multi-factor authentication for systems processing Connected Data; (iii) conduct regular security assessments of CRM integrations and maintain industry-standard security certifications; (iv) notify Customer within 72 hours of any suspected security incident that may affect Connected Data or integration keys; and (v) store integration keys in secure, encrypted key management systems with restricted access.
(b) Customer Security Obligations. Customer must: (i) use strong authentication credentials for CRM accounts connected to the Platform; (ii) regularly review and, where technically feasible, rotate integration keys in accordance with the Connected Application provider's recommendations; (iii) ensure CRM user permissions are appropriately restricted to personnel who require access for legitimate business purposes; (iv) promptly notify Sendblox of any suspected unauthorized access to connected CRM systems that may affect the Platform; and (v) maintain current security patches and updates for their CRM systems where under their control.
(c) Security Incident Response. In the event of a security incident affecting Connected Data, both parties will cooperate in good faith to investigate, contain, and remediate the incident, including providing reasonable assistance to the other party in fulfilling any legal notification obligations.
4.9. Connected Application Terms Changes:
(a) Notification and Assessment. If a Connected Application provider materially changes their terms of service, privacy policy, or technical requirements in a way that may affect the Platform's functionality, Customer's data rights, or legal compliance obligations, Sendblox will: (i) notify Customer within thirty (30) days of becoming aware of such changes, provided Sendblox has received notice from the Connected Application provider; (ii) provide reasonable assistance to help Customer understand the potential impact of such changes on their use of the Platform; and (ii) where technically and commercially feasible, offer alternative integration options or workarounds.
(b) Material Impact Response. If such changes make continued integration with a Connected Application: (i) legally problematic under applicable data protection or other laws; (ii) technically unfeasible due to discontinued APIs or incompatible requirements; or (iii) fundamentally alter the core functionality that Customer subscribed to receive; then either party may terminate the affected integration component with thirty (30) days' written notice.
(c) Termination Assistance. Upon termination of a Connected Application integration under this section, Sendblox will: (i) provide reasonable assistance with exporting Customer's data from the affected integration in a commonly used format; (ii) where the terminated integration was material to the Platform's core functionality, discuss in good faith whether a pro-rata refund of prepaid Fees is appropriate; and (iii) use commercially reasonable efforts to maintain any remaining Platform functionality that does not depend on the terminated integration.
(d) Customer Acknowledgment. Customer acknowledges and agrees that: (i) Sendblox cannot control the terms, policies, or technical requirements of Connected Application providers; (ii) Customer remains responsible for monitoring and complying with all Connected Application provider terms that apply to their use of such applications; (iii) changes to Connected Application terms may require Customer to update their own privacy policies, terms of service, or compliance procedures; and
(iv) Sendblox's obligations under this section are subject to the limitations of liability set forth in Section 10.Our Fees & Your Payment Obligations
5.1. Fees. Customer’s Fees for access to the Platform are set out in either the applicable Order Form, the Subscription Plan, invoice, or any formal notice by Sendblox. Fees may include periodic subscription charges, usage-based charges, additional service fees, or applicable charges for workshops and other services. Sendblox reserves the right to adjust Fees at the conclusion of any Initial Term or Renewal Term, subject to a minimum of forty-five (45) days’ notice prior to the effective date of any increase. If the Customer upgrades its Subscription during the Term, applicable Fees will be pro-rated from the date of upgrade for the remainder of the Term. Invoices or automatic payments for upgrades will be processed in accordance with the Payment Terms.
5.2. Payment of Fees. Customer agrees to pay all Fees as set out in the Order Form or Subscription Plan or any other payment request in accordance with the stated Payment Terms and Billing Frequency, without any set-off or deductions. Unless stated otherwise, invoices are due within thirty (30) days of the invoice date for Order Form subscriptions in the billing currency stated; Subscription Plan subscriptions will be charged automatically via Stripe accordingly to the posted payment terms at purchase and renewal.
5.3. Email Quotas & Overage Fees. Each Subscription includes a specific quota of outbound emails per Billing Period. If Customer sends more emails than allotted, Overage Fees will apply at Sendblox’s prevailed published rates. For Pricing Plan subscriptions, such Fees are charged automatically via Stripe; for Order Forms, they are invoiced monthly. Current quotas and Overage Fees are posted on the Sendblox Pricing Page (or defined in the Order Form). Sendblox reserves the right to update Overage Fees with thirty (30) days’ prior notice.
5.4. Taxes. All Fees stated are exclusive of applicable taxes and duties, including sales, use, withholding tax, VAT, GST, HST or other similar or governmental charges which are applicable now or in the future. Customer is responsible for all such taxes, except those due on Sendblox’s income. If Customer claims exempt status for any portion of Fees due, it must provide valid tax-exempt certificates or such similar documents prior to subscribing or executing an Order Form.
5.5. Overdue Payments. If Customer fails to make any payment due to Sendblox under the Agreement by the due date for payment, Sendblox may (i) suspend access to the Platform until outstanding Fees are paid;(ii) seek reimbursement from the Customer of its reasonable costs in its enforcement of this section (including legal fees and collection costs); and charge interest on the overdue amount at a rate of 4% per annum above the Bank of England base rate from time to time, accruing on a daily basis from the due date until payment.
Other ways this Agreement comes to an end
6.1. Termination for cause. Either party may terminate this Agreement immediately by written notice if: (a) the other party commits a material breach of the Agreement which cannot be remedied; (b) the other party fails to cure a remediable material breach within thirty (30) days of being notified in writing of the breach; (c) the other party repeatedly breaches this Agreement, (d) the other party is unable to pay its debts as they become due (insolvent, enters administration, or similar event). In addition to any other remedies under this Agreement, Sendblox may, upon written notice, immediately suspend access to the Platform if it reasonably suspects Customer to be in breach of this Agreement. Superblox will promptly lift any suspension once Customer remedies the breach.
6.2. Post Termination Obligations. Upon termination of this Agreement, whether for cause or otherwise: (a) Customer shall promptly pay all outstanding Fees to Sendblox, and in any event within ten (10 Business Days of termination (b) all rights, licenses, permissions, and authorizations granted under this Agreement will terminate automatically. The Customer must immediately cease all use of, and access to, the Platform, and must ensure its Users do the same; (c) Sendblox shall cease to collect Connected Data for the Customer and disable connections to all Connected Applications; (d) each party shall promptly return or, upon request certify the destruction of all Confidential Information and copies thereof received from the other party; (e) unless otherwise instructed in writing by Customer within thirty (30) days of termination, Sendblox will destroy any remaining Customer Content without further notice.
6.3. Limitations. Any obligation to return, destroy, or permanently erase Confidential Information following termination shall not apply: (a) where Sendblox or the Customer is entitled to retain such information as necessary for legal, regulatory, judicial, audit, or internal compliance purposes; (b) in respect of any Confidential Information retained by a Connected Application, subject to any relevant governing terms; to data stored on routine back-up media created in the ordinary course of business, from which data cannot reasonably be isolated or deleted, provided that the provision of section 8 continue to apply so long as such information is retained.
6.4. Survival and Accrued Rights. Any provision of this Agreement which expressly or by implication is intended to survive termination or come into force upon termination shall remain in full force and effect. Termination does not affect any rights, remedies, obligations, or liabilities that accrued prior to the date of termination, including claims for pre-termination breaches.
Our Promises – and Yours
7.1. Our Promises. Sendblox warrants to the Customer that:
(a) Performance Warranty. During the Initial Term and any subsequent Renewal Term the Platform will conform in all material respects with the Documentation.
(b) Viruses. Sendblox will use commercially reasonable efforts, using applicable current industry practices, to ensure that the Platform contains no material computer virus, Trojan horse, worm or other similar malicious code.
(c) Platform Support. Sendblox will provide customer support for the Platform with reasonable skill and care, and consistent with applicable good industry standards.
(d) Infringement. Except for with respect to AI Features and Outputs (see section 4.2), Sendblox warrants that its provision to the Customer of the Platform and the Customer’s use of them in accordance with this Agreement does not infringe any third-party Intellectual Property Rights. Sendblox is not liable for claims arising out of any AI Features or Outputs (including those generated using third-party AI models or Customer Content).
(e) Compliance with Law. The Platform will comply with all laws applicable to Sendblox in its provision of the Platform.
7.2 Performance Remedy. If Sendblox fails to comply with the warranties set out in section 7.1(a) or 7.1(c), and the Customer provides Sendblox with written notice of its non-compliance, then Customer’s sole and exclusive remedy is for Sendblox to, at its option either repair, redo or replace the non-conforming Platform. If Sendblox is unable to correct the non-compliance within 30 days of getting such written notice from the Customer, it may terminate the affected Subscription, and Sendblox will refund to the Customer a pro-rata amount of any Fees prepaid to Sendblox and applicable to the unutilised portion of the terminated Subscription.
7.3. Infringement Remedy. The Customer’s sole remedy for any failure by Sendblox to comply with the warranty in section 7.1(d) is to at Sendblox’s expense, either: (i) secure the Customer’s right to continue using the Platform; (ii) modify the infringing elements of the Platform in a functionally equivalent manner; or (iii) terminate the affected access and refund pro-rata any prepaid Fees for the unused portion.
7.4. Bugs. Sendblox makes reasonable efforts to ensure its Platform is free from defects or omissions, but it does not make any warranty to the Customer that the Platform will be error-free or operate without interruption.
7.5. Disclaimer. Except where stated otherwise in this agreement:
(a) Neither party makes any representations or warranties of any kind, whether express or implied, including any warranties of merchantability, fitness for a particular purpose, or non-infringement, to the maximum extent permitted by law.
(b) All warranties, conditions, and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this agreement.
(c) Any pre-release, trial, or beta service or feature (“beta service”) is provided ‘as is’ and without warranty of any kind. It may also be changed or discontinued at any time, and Sendblox will have no liability arising out of or in connection with the beta service. The parties acknowledge that participation in any beta service is entirely voluntary and the customer has been given the opportunity to decline participation. The customer further acknowledges that Beta Releases may contain defects or errors and by choosing to use them, it accepts any associated risks.
(d) Customer acknowledges that AI-generated Outputs are not warranted for accuracy, completeness, suitability, or legal compliance. Customers are solely responsible for reviewing and approving Outputs before using them in any regulated, critical, or customer-facing communication, as described in section 4.2 and the Acceptable Use Policy.
7.6 Your promises. The Customer warrants and represents that (i) it has the power and authority to enter into this Agreement and perform the obligations within it, (ii) the Customer’s use of the Platform and all Customer Content is lawful, and does not infringe any third party Intellectual Property Rights, (iii) it will comply with the terms of this Agreement, the Acceptable Use Policy and all applicable law, and (iv) all email campaigns sent through the Platform comply with applicable email marketing laws including GDPR, PECR, CAN-SPAM, and CASL, including obtaining proper consent before adding recipients and honoring unsubscribe requests. Sendblox reserves the right to remove or restrict access to any Customer Content that it reasonably believes may infringe third-party rights, violate applicable law, or breach this Agreement.
Confidential Information & Publicity
8.1. Usage Limitations. When one party receives Confidential Information (the “Recipient"), they may use it only for the purposes described in the Agreement. The Recipient may only disclose Confidential Information to its employees or contractors, or permitted vendors/subcontractors who need to know such information, provided they are bound by similar written confidentiality restrictions, and solely for purposes permitted under this Agreement.
8.2. Exceptions. The obligations in section 8.1 do not apply to information that (a) the Recipient lawfully obtained from a third party without breach of any confidentiality duty; (b) becomes publically available without any act or omission of the Recipient; (c) is independently developed by the Recipient without access to or use of the Confidential Information (with such development to be evidenced in writing); or (d) the Recipient is required by law, regulation, or government or judicial order to disclose, subject to prior notification per section 8.3 below.
8.3. Notification. If either party receives a request or intends to disclose Confidential Information pursuant to section 8.2(d) above, it will promptly notify the other party unless prohibited by law, and will consult in good faith, reasonably considering any objections or input from the other party regarding such disclosure.
8.4. Publicity. Sendblox may name Customer as a client in its website and marketing collateral and may use the Customer’s name, logo, and trademark for these purposes. Any press release or case study relating to the Customer will require Customer’s prior written consent (not to be unreasonably withheld, conditioned, or delayed). The Customer may reference Sendblox’s name, logo, and trademarks in its own publicity, subject to Sendblox’s brand guidelines. The parties may agree to collaborate further on publicity or co-marketing by mutual consent.
Data Protection
9.1. Legal Compliance. Each party shall comply at all times with their respective obligations under the Data Protection Legislation. Data Processing Addendum is supplemental, and not a replacement for such obligations.
9.2. Consent. By entering into this Agreement or sharing personal data with Sendblox, the Customer confirms that it has secured all required consents and valid legal bases and authorizations from data subjects under the Data Protection Legislation for Sendblox to process such personal data as Data Processor. The Customer acknowledges that Sendblox will process personal data only on the Customer’s documented instructions, as Controller, and only to the extent necessary for the Agreement and Data Processing Addendum. The Customer is responsible for determining what personal data is uploaded and who has access, and for full compliance with applicable laws. Sendblox accepts no liability for any claim by a data subject resulting from Customer’s failure to obtain appropriate authorisations or instructions.
9.3. Our Obligations. The Data Processing Addendum shall apply in accordance with its terms in relation to Sendblox’s Processing of Customer Personal Data on Customer’s behalf in performance of this Agreement. If and where the DPA applies in accordance with the foregoing, to the extent of any inconsistency or conflict between any provision(s) of this Agreement and any provision(s) of the DPA, the relevant provision(s) of the DPA shall govern and prevail in preference to any relevant provision(s) of this Agreement insofar as they relate to Sendblox’s Processing of Customer Personal Data. Any capitalised terms used in this Section 9, but not defined in this Agreement, shall have the meaning given to them in the Data Protection Addendum.
Limitation of liability
10.1. Limitations. The Customer is solely responsible for any use it makes of Sendblox Platform, including all features Inputs, Outputs, and any Ai-generated content. The Customer assumes sole responsibility for the conclusions drawn from its use of the Platform, and for any decisions regarding deployment, modification, or use of Outputs.
10.2. Connected Applications. Sendblox shall have no liability for any damage caused by Connected Applications, integrations, or an errors or omissions arising from information or instructions provided to Sendblox by the Customer or the Customer’s vendors (including vendors of Connected Applications) in connection with their use of the Platform.
10.3. Customer Content. Sendblox shall have no liability for the Customer Content. The Customer agrees that all results and use, including Outputs of the Platform depend on the truthfulness, accuracy, completeness, legality, reliability, integrity, and quality of the Customer Content.
10.4. Warranty Application. The warranties in section 7.1 shall not apply where the failure of the Platform, or any part of it, arises from: (i) use or operation of the Platform in an application or environment not set out in this Agreement; (ii) unauthorized modifications to the Platform; (iii) accident, disaster, or event of force majeure; (iv) the Customer’s misuse, fault, or negligence; (v) use of the Platform in a manner for which it was not designed or intended; or (vi) any Customer Content uploaded to or processed by the Platform.
10.5 Exceptions. Nothing in this Agreement excludes or limits the liability of either party for:
(a) Death or personal injury caused by that party’s negligence;
(b) Fraud or fraudulent misrepresentation;
(c) Gross negligence or wilful misconduct;
(d) Payment of any Fees properly due; or
(e) Any other matter which cannot be excluded or limited by law.
10.6. Exclusion of certain claims. Subject to section 10.5, neither party will be liable to the other whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation or otherwise for any (i) loss of profits; or (ii) loss of business; or (iii) depletion of goodwill or similar losses; or (iv) loss or corruption of data or information; or (v) pure economic loss; or (vi) loss of use; (vii) any special, indirect or consequential loss, costs, damages or expenses. For clarity, Sendblox will not be liable for any reliance on, use of, or outcomes from Ai-generated content or Outputs.
10.7. Cap. Each party’s total aggregate liability to the other in connection with this Agreement, whether in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, shall not exceed the greater of: the total Fees paid or payable by the Customer in the 12 months immediately preceding the event giving rise to the liability; or (ii) if the Agreement has not been in effect for a full 12 months, the the total Fees payable for the initial 12 months. The cap applies in aggregate for all claims under this Agreement, unless otherwise required by law.
General
11.1. Interpretation. Terms like ‘including’, ‘for example’ or anything similar, mean without limitation. Singular words also include the plural and vice versa. Any reference to a statute or statutory provision refers to the version in force at the time of this Agreement. References to a person include individuals and corporate bodies. “Writing” or “written” includes e-signature and email unless otherwise stated.
11.2. Construction. The parties agree that any term or condition stated in a Customer purchase order or in any other Customer order documentation (excluding Order Forms) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the Order Form or Subscription Plan, (2) these Terms and Conditions, (3) the Data Processing Addendum and (4) applicable Policies. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.
11.3. Entire Agreement. This Agreement and referenced documents contain all the terms agreed between the parties and supersede all previous oral and written Agreements between the parties relating to its subject matter. Neither party has relied on any statement, representation or warranty (whether made negligently or innocently), except those set out in this Agreement.
11.4. Amendments. Except where stated otherwise in this Agreement, any amendment must be in writing (including secure e-signature) and signed by both parties.
11.5. Assignment. A party may not assign, transfer, or novate its rights or obligations under this Agreement without the prior written consent of the other party, which cannot be unreasonably withheld, conditioned or delayed. However, either party can transfer its rights and obligations to a successor following a change of control of that party. A "change of control" occurs when a party undergoes a transaction resulting in (a) a transfer of more than 50% of its voting shares or equity to a third party, (b) a merger, consolidation, or reorganization where it is not the surviving entity, or (c) a sale of all or substantially all of its assets.
11.6. Subcontracting. Sendblox may subcontract its obligations under this Agreement, in whole or in part, without the prior written consent of the Customer, provided that it remains liable for the subcontracted obligations and accepts full responsibility for its subcontractors’ actions or inactions.
11.7. Severability. If any part of this Agreement is invalid, illegal, or unenforceable, the rest of the Agreement remains unaffected. The affected provision will be changed to achieve the original objectives of it within the limits of the applicable law or court decision.
11.8. No Waiver. Neither party will be considered as having waived any rights by not exercising them immediately or delaying their exercise under this Agreement. Any waiver of any right or remedies must be given in writing to be effective.
11.9. No Agency. This Agreement does not create any agency, partnership, or joint venture between the parties.
11.10. No Third-Party Beneficiaries. This Agreement does not confer any benefits on any third party unless it expressly states that it does.
11.11. Anti-Bribery. Each party will comply with all applicable laws regarding anti-bribery and anti-corruption.
11.12. Export Control. The provision of the Platform is subject to the export control laws of various countries such as the U.S., U.K, and E.U. and the parties agree to comply with all laws in this regard. In particular, with respect to the use the Customer makes of the Platform, it will not cause Sendblox to be in violation of such export control laws.
11.13. Force Majeure. A party is not liable under the Agreement for non-performance caused by events or conditions beyond its reasonable control including, natural disasters, terrorist attacks, wars, riots and armed conflicts, collapse of buildings, fires, floods explosions storms or significant accidents, failure of a utility service, transport or telecommunications network (including internet), pandemics, malicious damage, compliance with any law or governmental order, breakdown of plant or machinery, cyber-attacks, changes in applicable law, or failure of critical third party service providers. The affected party must notify the other party of the date on which the force majeure started, its likely duration, and its effect on its ability to perform any of its obligations under the Agreement, and use all reasonable endeavours to mitigate the impact on the other party. If the event continues beyond thirty (30) days, the non-affected party may terminate this Agreement.
11.14. Notices. All notices must be in English and sent to Sendblox’s email address at legal@sendblox.ai. Notices to the Customer will be sent to the email or postal address specified in the Order Form or associated with the Customer’s Subscription Plan. Any notice provided under this section shall be effective upon (a) personal delivery; (b) the second business day after mailing (excluding weekends); or (c) if by email, the day after sending (excluding weekends).
11.15. Disputes. If a dispute arises in connection with this Agreement, then a director from each party will attempt in good faith to resolve it. If the dispute is not resolved within thirty (30) days of escalation, the parties agree to mediate in good faith to settle such a dispute according to the Centre for Effective Dispute Resolution Model Mediation Procedure, with the mediator to be nominated by the Centre. Neither party may commence court proceedings regarding any dispute under this Agreement until they have tried to settle the dispute as outlined in this section, provided that the right to initiate court action is not prejudiced by delay or for urgent legal relief.
11.16. Governing Law. This Agreement is governed by the laws of England and the parties submit to the exclusive jurisdiction of the English courts in relation to any dispute (contractual or non-contractual) concerning this Agreement. The exception to this is that either party may apply to any court for an injunction or other relief to protect its Intellectual Property Rights.
12. Definitions
Acceptable Use Policy means the guidelines governing the Customer’s use of the Platform available online here as updated from time to time.
AI Feature(s) are any part of the Platform that make use of large language models including or other machine learning and/or artificial intelligence to generate or assist in generating content, suggestions, or other Outputs. These features may rely on statistical or data-driven patterns, and the outputs may not always be accurate, complete, or appropriate for use without human review or oversight.
Beta Release means any version, feature, module, or capability of the Platform that is designated as beta, preview, trial, pilot, preview, early-access, or otherwise not yet generally available, and which is provided to Customers or Users solely for testing and evaluation purposes. Beta Releases may be offered “as is”, with or without support, and are subject to additional terms and conditions as specified by Sendblox in connection with such release.
Billing Frequency means the interval for invoicing and payment in the relevant Order Form, or if applicable, in the details of the Customer’s Subscription Plan.
Confidential Information means the terms of this Agreement and any information disclosed by (or on behalf of) one party (or any Group Company) to the other party in connection with this Agreement that is (a) marked as confidential or, (2) from its nature, content, or the circumstances of disclosure, would reasonably be considered to be confidential. Confidential Information may be disclosed in any form, including oral, written, electronic, or other tangible or intangible forms.
Connected Application means any CRM, email marketing system, productivity suite, or other third party software or service that is linked, integrated, or connected by the Customer with the Platform via API, direct login, or any other accepted connection method.
Connected Data means any contacts, leads, messages, campaign data, analytics, or other content sourced, imported, or made available to the Platform from Connected Applications, whether by manual initiation or automated sync.
Customer means either (i) the individual who accepts these Terms and Conditions, or (ii) the entity on whose behalf such individual accepts these Terms and Conditions (including any company, partnership, or organisation, or (iii) the entity identified as the customer or counterparty in an applicable Order Form.
Customer Content means any data, information, or material – including Inputs, personal data, and Connected Data – provided, uploaded, imported or otherwise made available by the Customer or its Users to the Platform or via any Connected Application, for processing, storage, or analysis by Sendblox to deliver the Platform’s features, generate Outputs, or fulfil this Agreement. Customer Content includes all such data regardless of format or method of input, and whether or not AI-generated.
Documentation means any manuals, instructions, user guides, technical specifications, or other materials provided or made available by Sendblox in any format, which describe or give direction for the configuration, operation or use of the Platform, features, integrations or related services.
Data Processing Addendum or DPA means the Data Processing shown from time to time here or any successor webpage.
Fee means the fees for the Services which are payable by the Customer to Sendblox at the applicable rates set out in the Subscription Plan or in the Order Form.
Group Company an entity that directly controls, is controlled by, or is under common control with, a party to the Agreement.
Initial Term is the time period stated as the ‘Initial Term’ in the relevant Order Form.
Input means any data, content (including Customer Content), configurations, settings, or materials – such as text, images, audio, video, documents, or other file types – provided, uploaded, entered, or otherwise made available by the Customer or its Users to the Platform (whether directly, via Connected Applications or other integration), for processing or analysis by Sendblox’s AI Features in order to generate or assist in generating an Output.
Intellectual Property Rights means all trade secrets, patents and patent applications, trademarks (whether registered or unregistered and including any goodwill acquired in such trademarks), service marks, trade names, copyrights, moral rights, database rights, design rights, rights in know-how, rights in Confidential Information, rights in inventions (whether patentable or not) and all other intellectual property and proprietary rights (whether registered or unregistered), and all other equivalent or similar rights which may subsist anywhere in the world.
Notice Period is the minimum number of days’ prior notice that one party needs to provide the other if it does not want to renew the Agreement before the next Renewal Term.
Order Form means any Order Form signed by the parties describing the services, Fees, duration and other matters agreed by the parties pursuant to these Terms and Conditions.
Output means any content generated or assisted in being generated by the Platform using Inputs and/or Connected Data, including but not limited to text, text effects, images, vector graphics, audio files, video files, or other materials, and provided to the Customer through the Services.
Overage Fees means any additional fees incurred by Customer as a result of exceeding the usage limits, quotas, or allocations set out in the appliable Subscription for the Platform and the Services. Such fees will be calculated and invoiced as specified by Sendblox, in accordance with the application Pricing Plan, Order Form, or published rates.
Payment Terms means the terms stated as the ‘Payment Terms’ in the relevant Order Form.
Platform means Sendblox’s cloud-based software‑as‑a‑service platform as described in the Documentation, which is owned, operated and/or licensed by Sendblox.
Policies are Sendblox’s Acceptable Use Policy, and any other policies Sendblox may provide you from time to time.
Recipient has the meaning given to it in section 8.1.
Renewal Term means each successive period for which this Agreement continues following the end of the Initial Term pursuant to the automatic renewal provisions in section 1.3, unless terminated sooner or in accordance with this Agreement.
Sendblox Technology means collectively (i) the Platform, as updated from time to time; (ii) any other technology and software owned, used or licensed by Sendblox in connection with the Platform, including software code (in any form including source, object, or executable code), neural networks, models (including architectures, weights, (hyper)parameters, coefficients, embeddings, calibrations and algorithms whether or not instantiated in code)) and other related systems or technologies; (iii) any benchmarking, analytics, or technical data relating to the performance or operation of the Platform; (iv) Documentation (as updated and amended from time to time); and (v) all Intellectual Property Rights in or to the foregoing.
Start Date is the date either (i) the Customer purchases a Subscription Plan, or (ii) stated in the relevant Order Form.
Subscription means the Customer’s right to access and use the Platform pursuant to a Subscription Plan or an executed Order Form.
Subscription Plan means the subscription plan selected by the Customer as described on the Sendblox website or other notified page, setting out the applicable features, usage limits, and associated Fees.
Term is the Initial Term together with any Renewal Term.
Terms and Conditions are these master Terms and Conditions.
Third Party Software means any third-party software, library, or technology licensed to and incorporated by Sendblox into the Platform, excluding Connected Applications.
User means those of Customer’s employees, contractors, consultants, agents or representatives who are authorised by the Customer to access and use the Platform on Customer’s behalf under the terms of this Agreement, up to any applicable user limit set out in the Customer’s Subscription Plan or Order Form.