Through the Vero software product, Vero Holdings Australia Pty Ltd (“Vero”) provides website operators and other individuals with a variety of tools and resources (including our website) to enable them to collect user and usage data and to enable website and application owners to send email messages efficiently to consumers based on their behavior (the “Services”).
Please read this Agreement carefully before proceeding with any use of our website or the Services. By using the website (the “Site”) and the Services you accept and agree to be bound by this Agreement.
If you do not accept the terms and conditions of this Agreement, please exit this website and cease using the Services immediately.
By posting updated versions of the Agreement on the Vero website, or otherwise providing notice to you, Vero may modify the terms of this Agreement and may discontinue or revise any or all other aspects of the Services at its sole discretion. All such changes shall become effective upon posting of the revised Agreement on the Vero website. Your continued use of the Services will constitute your acceptance of the variation to the Agreement. Vero will use reasonable efforts to make you aware of any changes to the terms of this Agreement. If you elect to discontinue using the Services due to any changes to the Agreement made under this section 1.1, you will be entitled to a refund for any unused, prepaid amounts for the Services.
The Services are available only to persons who can form legally binding contracts under applicable law. Without limiting the foregoing, the Services are not available to individuals under the age of 18. If you do not qualify, your use of the Services is expressly prohibited.
The Services include, but are not limited to, the offering of any materials displayed or performed on the Site and related features (including, but not limited to text, data, software, graphics, photographs, images, illustrations, audio clips and video clips, also known as the “Content”).
Both the number of email messages sent and the number of KiloBytes of data transferred are metered by Vero. Normal Vero accounts allow you to send an unlimited number of email messages. The total KiloByte data transfer of each message can be no more than 300kb.
All email delivery prices are subject to change at any time. All fees paid to Vero for the Services are non-refundable, unless an account is terminated by you under clause 1.1. Payment for Services must be made by a valid credit card accepted by Vero, unless other payment arrangements have been made between you and an authorized Vero representative. You hereby authorize Vero to charge your credit card whenever you use the Services to send a campaign to more than 5 recipients, or on a monthly basis if you select monthly pricing. Fees are payable in US dollars. If Vero is for any reason unable to effect automatic payment via your credit card, you will be notified via email. All prices are subject to change and you are responsible for reviewing the pricing schedule from time to time and for remaining aware of the fees charged by Vero for the Services.
Vero may change, suspend or discontinue the Services for any reason, at any time, including the availability of any feature or Content. Vero may also restrict your access to parts or all of the Services without notice or liability.
You will provide true, accurate, current, and complete information about yourself as requested in the registration form. As part of the registration process, you will identify an email address, username and password for your Vero account. You are responsible for maintaining the security of your account, username, passwords, and files and for all uses of your account and of the Services in your name. Vero reserves the right to refuse registration of, or cancel accounts it deems inappropriate.
It is understood that Vero makes no guarantee that HTML messages will be rendered properly on all recipients’ email programs, due to the wide variety of HTML generation tools available. Vero makes every reasonable attempt to make sure that all email messages sent through our servers follow email standards, but we cannot guarantee that messages will look consistent across all email platforms due to the number of different HTML composition tools available. For example, if you use Microsoft Word to generate HTML email messages, it is expected that recipients of your message using a non-Microsoft email application may have difficulty reading your message. For best results Vero recommends the use of HTML editors that generate HTML that adheres to W3C standards.
You acknowledge and agree that if you provide data regarding your end users or email campaigns to Vero in connection with your use of the Services (“Customer Data”), you hereby do and shall grant Vero a non-exclusive, worldwide, royalty-free, transferable right to use, modify, reproduce, and display such Customer Data (including all related intellectual property rights) to (i) provide the Services and (ii) improve the Services’ ability to deliver web and application analytics services to you. You warrant, represent and agree that you have the right to grant Vero the rights set forth above. You represent and warrant that you own all right, title and interest, or possess sufficient license rights, in and to the Customer Data as may be necessary to permit the use contemplated under this Agreement. You bear all responsibility and liability for the accuracy, completeness, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right of the Customer Data and Vero’s access, possession and use as permitted herein. You represent, warrant and agree that you will not contribute any Customer Data that (a) infringes or violates any copyright or trademark or trade secret of another party, (b) infringes any intellectual property right or the privacy or publicity rights of another, (c) is libelous, defamatory, obscene, pornographic, harassing, hateful, offensive or otherwise violates any law or right of any third party, (d) contains a virus, trojan horse, worm, or other computer programming routine or engine intended to detrimentally interfere with any system, data or information, or (e) causes damage to the systems of Vero or its customers in any way.
Vero reserves the right to remove any Customer Data from the Site and the Services at any time, for any reason or for no reason at all. Vero may, but is not obligated to, monitor Customer Data and remove any content or prohibit any use of the Services, including by refusing to send email to your end users, if Vero believes in its sole discretion such content or use may be (or is alleged to be) in violation of these Terms of Service or any applicable laws or may impact delivery. All information transmitted through the Services is the sole responsibility of the party from whom such information originated. Vero does not assume liability for any Customer Data. You are responsible for all Customer Data submitted under your account, including Customer Data contributed by a third party under your account.
Any feedback relating to the Services (“Feedback”) submitted to Vero shall become the property of Vero. Vero will not be required to treat any Feedback as confidential, and will not be liable for any ideas or incur any liability as a result of any similarities that may appear in our future Services, or operations.
Users of Vero may gain access from the Services to third party sites on the Internet. Third party sites or services are not within the supervision or control of Vero. Vero makes no representations or warranties about any third party site or resource, and does not endorse the products or services offered by third parties. Vero disclaims all responsibility and liability for content on third party websites. You hereby irrevocably waive any claim against Vero with respect to third party content. Third party providers of ancillary services may require your agreement to additional or different license or other terms prior to your use or access of their sites or services. Any such agreement shall not in any way modify your Agreement here with Vero.
This is an Agreement for the Services, and you are not granted a licence to any software under this Agreement (except to the extent required for you to use the Services). Except to the extent that applicable laws prevent Vero from doing so, you will not, directly or indirectly: reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of, or found at or through the Services or any software, documentation, or data related to the Services (“Software”); remove any proprietary notices or labels from the Services or any Software; reproduce or copy the Software or the Services or any part thereof; modify, translate, or create derivative works based on the Services or any Software; or copy, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services or any Software. The Services shall be used for your internal business (which includes civic or charitable) purposes only and you shall not use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party. If you are using the Services in any country in the European Community or Australia, the prohibition against modifying, translating, reverse engineering, decompiling, disassembling or creating derivative works based on the Services or the Software does not affect your rights under any legislation implementing the E.C. Council Directive on the Legal Protection of Computer Programs or the Australian Copyright Act 1968 (Cth).
You acknowledge and agree that the Services, the Software, the Vero company names and logos and all related product and service names, design marks and slogans, and all other material comprising the Software or the Services, are the property of Vero or its affiliates or suppliers (collectively, the “Marks”). Unless stated otherwise, all Marks are protected as the copyright, trade dress, trademarks and/ or other intellectual properties are owned by Vero or by other parties that have licensed their material to Vero. You are not authorized to use any of the Marks in any advertising, publicity or any other commercial manner without the prior written consent of Vero. Your use of the Services confers no title or ownership in the Services, the Software or the Marks and is not a sale of any rights in the Services, the Software or the Marks. All ownership rights remain in Vero or its third party suppliers, as the case may be.
You represent, covenant, and warrant that you will use the Services only in compliance with this Agreement and all applicable laws (including but not limited to policies and laws related to spamming, privacy, obscenity, or defamation). You agree that you will not access or otherwise use third party mailing lists in connection with preparing or distributing unsolicited email to any third party. You hereby agree to indemnify and hold harmless Vero against any damages, losses, liabilities, settlements, and expenses (including without limitation costs and reasonable attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise arising from or relating to your use of the Services. You acknowledge that you are responsible for the content of any emails or messages sent using the Services. Although Vero has no obligation to monitor the content provided by you or your use of the Services, Vero may do so and may remove any such content or prohibit any use of the Services it believes may be (or is alleged to be) in violation of the foregoing.
The Services may only be used for lawful purposes. Transmission or solicitation of any material that violates Australian or other laws that may apply in your local area is prohibited. This may include material that is obscene, threatening, harassing, libelous, or in any way a violation of intellectual property laws or a third party’s intellectual property rights.
In using the varied features of the Services, you may provide information (such as name, contact information, or other registration information) to Vero. Vero may use this information and any technical information about your use of the Services to tailor its presentations to you, facilitate your movement through the Services, or to communicate separately with you.
Vero will not use any of your subscriber lists or any other customer information for any other purposes than those related to the Services. Your customer information will not be shared with any other parties. In addition, Vero will not use your customer information for the purpose of sending unsolicited commercial email.
You must not use the Services to distribute illegal contests, pyramid schemes, chain letters, multi-level marketing campaigns, or any other prohibited material.
You must not use the Services to send email campaigns that link to or display nudity, obscene content, gambling related content, pay day lender related content, pharmaceutical related content, illegal software, viruses, or to distribute any other content that we deem inappropriate.
You must not use the Services for the sending of unsolicited email (sometimes called “spam”).
All rights not expressly granted are reserved.
The Services may contain materials produced by third parties or links to other websites. Such materials and websites are provided by third parties and are not under Vero’s direct control and Vero accepts no responsibility or liability in respect of any such third party materials or for the operation or content of other websites (whether or not linked to the Services). You acknowledge that Vero is entitled to require you to remove any link from another website to the Services which you install without obtaining Vero’s prior written consent.
You may terminate this Agreement at any time by contacting or by sending written notice to Vero, Level 1, 251-253 Riley Street, Surry Hills, NSW 2110, Australia. Correspondence must include your first name, last name, and your Vero login email. No refunds will be issued if you terminate this Agreement unless your account is in credit and you terminating in accordance with clause 1.1.
Vero may terminate this Agreement or the Services at any time with or without cause, and with or without notice. Vero shall have no liability to you or any third party because of such termination. If Vero terminates this Agreement because you breached this Agreement or any applicable laws, no refund will be issued even if you have unused, prepaid amounts for Services under this Agreement.
Vero may delete any of your archived data within 30 days after the date of termination. Any statutory retention requirements with respect to your business correspondence remain your responsibility. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, ownership, warranties, disclaimers and limitations of liability.
If you do not log into your account for more than 360 days, the account will become inactive. When an account is classified (at Vero’s sole discretion) as inactive, Vero will flag that account as inactive. INACTIVE ACCOUNTS HAVE 30 DAYS TO BECOME ACTIVE OR THE ACCOUNT AND ITS DATA, INCLUDING SUBSCRIBER SIGNUPS, MAY BE PERMANENTLY REMOVED FROM Vero’S DATABASE.
Vero may charge a monthly subscription fee for use of the Services. In the event you purchase paid Services, your credit card will be charged on the first day of each monthly billing cycle beginning on your sign-up date. You may cancel your Vero subscription at any time, but once you have been charged a subscription fee, there are no refunds, partial or in full, for that fee.
Vero has no special relationship with or fiduciary duty to you. You acknowledge that Vero has no control over, and no duty to take any action regarding: which users gain access to the Services; what Results you may obtain via the Services; what effects the Content may have on you; how you may interpret or use the results obtained from us of the Services. You release Vero from all liability for your having acquired or not acquired Results through the Services. Vero does not manage or control any business or individual that you may interact with through the Services, and Vero accepts no responsibility or liability for any act or omission by such entity. You hereby waive any and all legal or equitable rights or remedies you have or may have against Vero with respect to acts and omissions by such entities.
Use of the services and any reliance by you upon the services, including any action taken by you because of such use or reliance, is at your sole risk. To the maximum extent permitted by law, Vero does not warrant that the services will be uninterrupted, accurate or error free; nor does it make any warranty as to the results that may be obtained from use of the services. The services are provided “as is” and to the extent permitted by law vero disclaims all warranties, express or implied, including (but not limited to) implied warranties of merchantability, fitness for a particular purpose and noninfringement.
Your sole and exclusive remedy for any failure or nonperformance of the Services shall be for Vero to use commercially reasonable efforts to adjust or repair the Services, or where such adjustment or repair is not feasible, for Vero to either (at its discretion) perform the Services again or provide you with a refund for the amount you actually paid to Vero for the relevant Services.
You will indemnify and hold Vero, its directors, officers, employees, agents, and representatives harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of your access to or use of the Services, your violation of this Agreement, or your infringement, or the infringement by any third party using your registration information, of any intellectual property, or other right of any person or entity, including but not limited to any third party claims relating to your disclosure of end personally identifiable information of your end users to Vero.
To the maximum extent permitted by law, under no circumstances shall Vero or any of its underlying directors, officers, shareholders, service providers, business partners, information providers, account providers, licensors, employees, distributors or agents (collectively referred to for purposes of this section as “Vero”) be liable to you or any other person for any loss or damage (including but not limited to direct, indirect, exemplary, special, incidental, cover, reliance or consequential damages, loss of profits or revenue, business interruption, loss of data, or failure to realise anticipated savings or benefits or business opportunities), or for any claim by any other party.
Vero’s exclusion of liability applies whether the claim is in contract, tort (including without limitation, negligence) or equity and even if vero has been notified of the possibility of such loss or damage.
You agree that Vero’s liability to you at law will be reduced by the extent, if any, to which you contributed to the loss.
In the event that, notwithstanding the foregoing, Vero is found liable to you for damages from any cause whatsoever, and regardless of the form of the action (whether in contract, tort (including negligence), product liability or otherwise), to the fullest extent permitted by law the liability of Vero to you will be limited to:
In the case of goods, the replacement of the goods or the supply of equivalent goods, the repair of the goods, the payment of the cost of replacing the goods or of acquiring equivalent goods, or the payment of the cost of having the goods repaired; and
In the case of services, the supplying of the services again or the payment of the cost of having the services supplied again or refund of fees actually paid for the services.
If any provision of the Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
Vero and you agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of the Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No delay or omission by either party in exercising any right or remedy under this Agreement or existing at law or equity shall be considered a waiver of such right or remedy.
No agency, partnership, joint venture, or employment is created as a result of the Agreement, and you do not have any authority of any kind to bind Vero in any respect whatsoever.
Vero may publicly disclose in writing that customers who purchase paid Services are customers and may use their trademarks, service marks or trade name solely in connection with such disclosures.
Any notice that is required or permitted by this Agreement shall be in writing and shall be deemed effective upon receipt, when sent by confirmed e-mail to firstname.lastname@example.org when delivered in person by nationally recognized overnight courier or mailed by first class, registered or certified mail, postage prepaid, to:
This Agreement is governed by the laws of New South Wales, Australia and you submit to the non-exclusive jurisdiction of its courts and courts of appeal from them. Use of the Services is not authorized in any jurisdiction that does not give effect to all provisions of this Agreement, including without limitation, this section.
It is understood that in order to use the Services, a modern browser such as Internet Explorer, Firefox, Safari or Google Chrome is required. Additionally, a stable connection to the Internet is required. The Services may work in a limited manner on other web browsers (such as earlier versions of the previously mentioned browsers), but the Services were not designed for use on web browsers other than those recommended above
You will not violate or attempt to violate the security of our website or the Services. You will not hack into the website, Vero’s computer systems or the computer systems of other users of the Services. Hacking means unauthorised access, malicious damage and/or interference and includes, without limitation, mail bombing, propagating viruses, worms or other types of malicious programs, deliberate attempts to overload a computer system, broadcast attacks or any other method designed to damage or interfere with the operation of a computer system or website.
From time to time down-time, either scheduled or unscheduled, may occur. Vero will work within reason to ensure this amount of down-time is limited. Vero will not be held liable for the consequences of any down-time.
Vero cannot guarantee that any file or program available for download and/or execution from or via the Services is free from viruses or other conditions which could damage or interfere with data, hardware or software with which it might be used. You assume all risk of use of all programs and files associated with the Services, and you release Vero entirely of all responsibility for any consequences of its use.
Vero will not be liable by reason of the failure in the performance of obligations under this Agreement by reason of strikes, riots, fire, explosions, acts of God, war, governmental action, or any other cause which is beyond Vero’s reasonable control.
The Services may be accessed throughout the United States and overseas. Vero makes no representations that the Services comply with the laws (including intellectual property laws) of any country outside the United States. If you access the Services from outside the United States, you do so at your own risk and are responsible for complying with the laws in the place where you access the site.
GST has the meaning given to that term in the GST Act.
GST Act means A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Outgoing has the meaning given to that term in clause 15.5.
Payee has the meaning given to that term in clause 15.5.
Recipient has the meaning given to that term in clause 15.2.
Revenue has the meaning given to that term in clause 15.8.
Supplier has the meaning given to that term in clause 15.2.
In this clause 15, a word or expression defined in the GST Act which is not otherwise defined in this agreement has the meaning given to it in that Act.
All consideration provided under this agreement is exclusive of GST unless it is specifically expressed to be GST inclusive. If a party (Supplier) makes a taxable supply to another party (Recipient) under or in connection with this agreement in respect of which GST is payable, the Recipient must pay the Supplier an additional amount equal to the GST payable on the supply (unless the consideration for the taxable supply was specified to include GST). The additional amount must be paid by the Recipient by the later of:
If an adjustment event varies the amount of GST payable by a Supplier under this agreement, the Supplier must adjust the amount payable by the Recipient to take account of the adjustment event. Any resulting payment must be paid by the Supplier to the Recipient, or the Recipient to the Supplier (as appropriate) within 10 business days of the Supplier becoming aware of the adjustment event. Any payment under this clause is deemed to be an increase or decrease of the additional amount payable under clause 15.2.
If the GST payable in relation to a supply is less than the amount the Recipient has paid the Supplier under clause 15.2, the Supplier is only obligated to pay a refund of GST to the Recipient to the extent the Supplier receives a refund of that GST from the Australian Taxation Office.
Subject to an express provision in this agreement to the contrary, any payment, reimbursement or indemnity required to be made to a party (the Payee) under this agreement which is calculated by reference to an amount paid or payable by the Payee to a third party (Outgoing) will be calculated by reference to that Outgoing inclusive of GST, less the amount of any input tax credit which the Payee is entitled to claim on that Outgoing.
If part of a supply is a separate supply under GST law, that part is a separate supply for the purpose of this clause.
Where the Supplier, Recipient or Payee in this clause 15 is a member of a GST group, a reference to the Supplier, Recipient or Payee includes the representative member of the GST group.
Subject to an express provision in this agreement to the contrary, any payment, or amount required to be made under this agreement which is calculated by reference to sales, revenue, income or other amounts received or receivable from a third party (Revenue) will be calculated by reference to that Revenue exclusive of GST.
This clause 15 will survive the termination of this agreement by any party.
Email it to us or call us on (650) 843 9866.