Terms of Use

OfficeBrain Terms of Service

By signing up for the OfficeBrain service ("Service") or any other service provided by OfficeBrain LLC or its affiliates ("OfficeBrain"), you agree to be bound by the following terms and conditions ("Terms of Service"). If you are signing up on behalf of a legal entity such as a company, you warrant that you have the authority to sign up on behalf of that legal entity and you agree that the legal entity will be bound by these Terms of Service. Any new features that are added to the Service will also be subject to these Terms of Service. You can review the most current version of the Terms of Service at any time. OfficeBrain reserves the right to update and change the Terms of Service by posting updates and changes to the OfficeBrain website. You are advised to check the Terms of Service from time to time for any updates or changes that may affect you. Your continued use of OfficeBrain indicates your acceptance of such updates and changes.

Click on below links to know more about our Terms
Account Terms	General Conditions
Payment of Fees	Email Recipients, ISPs & Blacklist Admins
Cancellation and Termination	ISP and Blacklist Admin Relations
For OfficeBrain Users	Policy Enforcement
Procedure for Handling Complaints	Procedure for Handling False Positive Complaints
Transfer of Subscribers	Disclaimer of Warranties
Limitation of Liability	Indemnification
About the OfficeBrain Beta Program	Arbitration
Governing Law

What is spam?

Spam is unsolicited email also known as junk mail or UCE (Unsolicited Commercial Email.) If you send any email in bulk (to more than a handful of recipients) to recipients who have not requested to receive it, it will be considered spam, regardless of the contents of the email. By sending email to only to those who have requested to receive it, you are following accepted permission-based email guidelines.

Why do we have to fight spam?

First, no one likes to receive unsolicited email. It is a burden on mail servers and an annoyance to all who receive it. Further, if we allowed a client to send unsolicited email through our mail servers or did not strictly enforce our Anti-Spam policy, our IP address and domain would be added to blacklists. Many Internet Service Providers (ISPs) and email filter services subscribe to these blacklists. If one of our servers were to be added to a blacklist, all email coming through that server to subscribers whose ISP or mail filer subscribes to that blacklist will not be received. This is for all of our clients, not just the one who sent the original email that was reported. Once on blacklists, it is very difficult and often impossible to get off. As such, we must enforce this policy very strictly.

Is there a law restricting spam?

Yes, there are numerous laws restricting spam, including the United States' CAN-SPAM Act, the Australian Spam Act of 2003, and other laws that may apply to your country, province, or state. For more information, please visit Spam Laws.

How does OfficeBrain protect users from sending spam?

OfficeBrain is a permission-based email-marketing tool that follows the strictest permission-based philosophies:

Communication - Your subscriber registration page must state why you are collecting the site visitor's email address and how you plan to use their address. Additionally, by accepting our license agreement you have agreed to not sell or rent your lists.

Verification - OfficeBrain automatically sends all of your new subscribers an email confirming their interest in receiving emails from you.

Unsubscription - Every email generated from OfficeBrain contains an unsubscribe link which automatically updates your subscriber lists to avoid the chance of sending unwanted emails to visitors who have unsubscribed.

What tests can I apply to ensure I'm not sending spam?

Are you importing a purchased list of ANY kind?

Are you sending to non-specific addresses or other general addresses.

Do you have any abuse@, postmaster@, or hostmaster@ domains on your list?

Are you sending to distribution lists or mailing lists which send indirectly to a variety of email addresses?

Are you mailing to anyone who has not explicitly agreed to join your mailing list?

Does your email's subject line contain false or misleading information?

If you have answered yes to any of the above questions you may be labeled as a spammer.

Account Terms top
As part of the Service OfficeBrain will provide you with access to its Software via the internet.
	You will pay the fees for the Service set out in this Agreement
	You must provide your full legal name, current address, a valid email address, and any other information needed in order to complete the signup process
	You are responsible for keeping your password secure. OfficeBrain is not liable for any loss or damage from your failure to maintain the security of your account and password.
	You must inform OfficeBrain of any unauthorized access to your account or any other breach of security that is known or suspected by you.
	You may not use the OfficeBrain service for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws) or the laws of the United States of America.
	You are responsible for all activity and content (data, graphics, photos, links) uploaded under your OfficeBrain account ("Content").
	You must not transmit any worms or viruses or any code of a destructive nature.
	A breach or violation of any of the Terms of Service as determined in the sole discretion of OfficeBrain will result in an immediate termination of your account.

General Conditions top
	You must read, agree with and accept all of the terms and conditions contained in this User Agreement and the Privacy Policy before you use OfficeBrain.
	OfficeBrain grants you a non-exclusive, non transferable license to use the Service.
	OfficeBrain reserve the right to modify or terminate the Service for any reason, without notice at any time.
	OfficeBrain reserve the right to refuse service to anyone for any reason at any time.
	All data relating to free accounts will be retained for the trial period only.
	Your use of the Service is at your sole risk. The Service is provided on an "as is" and "as available" basis without any warranty or condition, express, implied or statutory.
	OfficeBrain does not warrant that the service will be uninterrupted, timely, secure, or error-free.
	OfficeBrain does not warrant that the results that may be obtained from the use of the service will be accurate or reliable.
	You understand that your Content (not including credit card information), may be transferred unencrypted and involve transmissions over various networks changes to conform and adapt to technical requirements of connecting networks or devices.
	Credit card information is always encrypted during transfer over networks.
	OfficeBrain warrants to you that, to the extent OfficeBrain processes any Content on your behalf, OfficeBrain shall keep the Content confidential and not disclose the Content to any third party except as authorized by you or if OfficeBrain is compelled to do so by law, or in response to a valid, legally compliant request by a law enforcement or governmental authority.
	OfficeBrain may, but have no obligation to, remove content and accounts containing content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violate any party's intellectual property or these Terms of Service.
	OfficeBrain and you will comply in all respects with the Data Protection Act 1998 as amended (the "DPA") and will not, by any act or omission, knowingly prevent the other party from complying with the DPA.
	Without prejudice to any other rights and obligations of either party under the DPA, OfficeBrain and you acknowledge that you are the data controller and OfficeBrain is the data processor in respect of any personal data that OfficeBrain processes in the course of providing the Services.
	OfficeBrain as data processor agrees that it will only carry out processing on your instructions from time to time, although it shall remain the entire responsibility of OfficeBrain to comply with its obligations under the DPA implement appropriate technical and organizational measures to protect personal data against unauthorized or unlawful processing and accidental destruction or loss (including ensuring the reliability of its employees) implement procedures to ensure that unauthorized persons will not have access to personal data promptly refer to you any request, notices or other communications from data subjects, the Information Commissioner or any other law enforcement authority, for you to resolve where appropriate provide such information to you as you may reasonably require to allow you to comply with the rights of data subjects, including subject-access rights, or with notices served by the Information Commissioner.
	OfficeBrain does not warrant that the quality of any products, services, information, or other material purchased or obtained by you through the service will meet your expectations, or that any errors in the Service will be corrected.
	You expressly understand and agree that OfficeBrain shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to damages for loss of profits, goodwill, use, data or other intangible losses resulting from the use of or inability to use the service.
	In no event shall OfficeBrain or our suppliers be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with our site, our services or this agreement (however arising including negligence).
	You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, officers, directors, agents and employees harmless from any claim or demand, including reasonable attorney's fees made by any third party due to or arising out of your breach of this Agreement or the documents it incorporates by reference, or your violation of any law or the rights of a third party.
	Technical support is only provided to paying account holders and is only available via email.
	You agree not to reproduce, duplicate, reverse-engineer, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission by OfficeBrain.
	Verbal or written abuse of any kind (including threats of abuse or retribution) of any OfficeBrain customer, OfficeBrain employee, member, or officer will result in immediate account termination.
	All Content is and shall remain your property. We do not claim any intellectual property rights over Content. You can remove your Content at any time by deleting your account. You acknowledge that OfficeBrain has no control over any Content and does not purport to monitor your Content.
	By uploading Content to OfficeBrain, you agree to allow other internet users to view it and you agree to allow OfficeBrain to display and store them and you agree that OfficeBrain can, at any time, review all the content submitted by you to its Service.
	The failure of OfficeBrain to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service constitute the entire agreement between you and OfficeBrain and govern your use of the Service, superseding any prior agreements between you and OfficeBrain (including, but not limited to, any prior versions of the Terms of Service).
	You retain ownership over all content that you submit to a OfficeBrain account however, by making your content public or inviting others to view your content, you agree to allow others to view your content.
	OfficeBrain shall own all right, title and interest, including all related intellectual property rights, in and to the OfficeBrain technology and Service and any feedback, feature requests, suggestions, ideas, recommendations provided by you relating to the Service.
	OfficeBrain reserves the right to use any and all skills, expertise, knowledge and know-how gained and/or arising during the performance of the Services in the provision of similar services to other OfficeBrain customers and/or potential customers and you shall place no restriction whatsoever on such right.

Payment of Fees top
	You must provide billing details, including a valid credit card or invoice details on sign-up. Free accounts are not required to provide billing details.
	OfficeBrain will issue you with an invoice before the start of each Billing Period. Credit card payments will be processed on the first day of the Billing Period. Invoices must be paid by the first day of the Billing Period.
	If you believe that OfficeBrain has incorrectly invoiced you, you must contact OfficeBrain in writing within fourteen (14) days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.
	The Service Charges and Service Fees are exclusive of any Tax and any other taxes or duties which may be applicable to the provision of the Services, and any such taxes or duties shall be payable by you to the appropriate governmental agency or to OfficeBrain at the applicable rate.
	Unless OfficeBrain in its discretion determines otherwise:
	All Licensees will be billed in U.S. dollars, Euros or local currency and be subject to either UK or non-UK payment terms and pricing schemes at the discretion of OfficeBrain ("Non-UK Licensees").
	OfficeBrain shall be entitled to interest on late payments at the rate of three per cent (3%) per annum above the base rate applicable at such time. Such interest is calculated from the due date until the date of actual payment (both before and after judgment) and accrues on a daily basis. OfficeBrain shall also be entitled to recover all costs incurred as a result of such late payment including reasonable expenses and legal fees.

Cancellation and Termination top
	The term of this Agreement is for the Billing Period that you choose on sign-up, or in your Profile. This Agreement will automatically renew for further terms of the same length unless you cancel your account.
	You may cancel your account at anytime in the Profile of your OfficeBrain account.
	OfficeBrain may also terminate this Agreement if you do not provide a valid credit card for the payment of fees hereunder. If your credit card is invalid, we will notify you and attempt to charge the card again in 72 hours. If your credit card is invalid again, we will notify you once again, and you will have an additional 72 hours to provide us with a new credit card.
	If the replacement credit card is invalid, the Service may be cancelled and all the information contained within your account deleted permanently. OfficeBrain accepts no liability for information that is deleted due to an invalid credit card.
	Once your account is cancelled all of your Content will be immediately deleted from the Service. Since deletion of all data is final, please be sure that you do, in fact, want to cancel your account before doing so.
	We reserve the right to modify or terminate the OfficeBrain service for any reason, without notice at any time.
	Fraud: Without limiting any other remedies, OfficeBrain may suspend or terminate your account if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the Site.
	Refunds may be offered at OfficeBrain's discretion.
	Prices for using OfficeBrain are subject to change upon 14 days notice from OfficeBrain. Such notice may be provided at any time by posting the changes to the OfficeBrain web site (www.officebrain.com and affiliate websites) or the Profile menu of your OfficeBrain account via an announcement.
	OfficeBrain reserves the right at any time to time to modify or discontinue the Service (or any part thereof) with or without notice.
	OfficeBrain shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.

For Email Recipients, ISPs, and Blacklist Admins

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OfficeBrain has a no tolerance spam policy. User accounts will be terminated if they send unsolicited email messages. Report any suspected abuse or ISPs and Blacklists administrators may contact us at support@officebrain.com. Please forward the complete email in question, including headers. You may also call at (877) 214-3434 to report abuse. If applicable, please also unsubscribe from the newsletter using the link at the bottom of the email if you no longer wish to receive emails from the sender. We will take the appropriate action against the sender of the email in question.

ISP and Blacklist Admin Relations

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OfficeBrain has built relationships with many of the leading ISPs and blacklist administrators. These relationships usually involve the sharing of information regarding policies, practices and issues. If you are an ISP, mail administrator or blacklist owner and would like to get in touch with us, please email at support@officebrain.com.

For OfficeBrain Users

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All users of our OfficeBrain software must agree to only sending permission-based email newsletters as part of agreeing to the End User Service Agreement (EUSA) upon signup. This means that all recipients sent to must have opted-in to receive communications from the sending organization.

An opt-in can occur either via a sign-up form on a web site, at a point-of-sale sign-up form, or on a physical sign-up sheet. Any opt-in form should include a clear description of what will be sent and how often it will be sent. Purchased lists may not be used within the OfficeBrain system, regardless of the source or permission status

As a user of OfficeBrain, you may not:

harvest emails from web sites

purchase lists (whether they are opt-in or not)

have a pre-checked field on your subscription form

have a subscription form that subscribes users to an unrelated list

send out unrelated offers or unrelated content to your newsletter list

add an email address into a list without the subscriber's permission

email someone who has requested to be removed from your list

utilize a list older than 6 months without reconfirming the recipients' subscriptions

You may:

send out a regular newsletter to a recipient who has opted-in to receive it

send out information and content to recipients who have requested to receive content on that topic from your organization

Policy Enforcement top
OfficeBrain has a no tolerance spam policy. The strict measures we take to enforce our policy include, but are not limited to:
	We review and monitor large list imports. This includes a review of the list source, list age, collection methods, and confirmation practices.
	We utilize an MD5 hash record to screen for characteristics of commonly harvested lists.
	A member of our staff reviews each message sent to more than 5000 recipients and either will approve or reject it. This threshold is 500 recipients for clients that have been with us less than two months
	We utilize a content-checking utility to screen and flag any message that contains words common to unsolicited emails
	We require a user to initial the following statement prior to each send: "I certify with my initials that all recipients granted their permission to be sent this message."
	A record is saved of every email that is sent through the system
	Any customer found to be using OfficeBrain for spam will be immediately cut-off from use of the product.
	We maintain the IP address and date subscribed for every new subscriber
	Every email, whether text or HTML, contains a mandatory unsubscribe/opt-out link at the bottom of the message. This unsubscribe link cannot be removed

Procedure for Handling Complaints top
We have a no tolerance spam policy. Your account will be immediately terminated if you send spam. Spam is defined as unsolicited mass email to persons with whom you do not have a business relationship or have not requested (opted-in to) your mailing. OfficeBrain is intended for businesses and organizations who have an established list of permission-based opt-in email addresses. We provide our product only to those who follow our strict anti-spam policy. Using the system to send out emails to addresses obtained in any way other than a subscriber opting-in to your list may incur a $100 (US) charge per substantiated incident (i.e. per email) in accordance with state and federal regulations.
To determine whether you have sent spam we will
	review the content of the message in question
	review your subscriber list for patterns common to harvested lists
	review the spam complaint
	view the records to see when the subscriber was subscribed and their IP address

Procedure for Handling False Positive Complaints

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We realize that it is possible for those who have subscribed to your mailings to have forgotten that they have subscribed. For this reason, we keep the IP address and date of subscription for all new subscribers. If we receive a complaint from a subscriber for which we have a record of their subscription, and the email sent to them contained the content they subscribed to, then we will notify the subscriber of the date and from which computer they subscribed from and provide a link for that subscriber to unsubscribe from your list.

Upon this type of complaint, we will notify you of the complaint, explain the action taken, and review your web site and may suggest changes to the notifications or descriptions you provide when subscribers sign up for your lists.

In the case that a subscriber who makes a complaint did not sign up through your site (i.e. was imported into the system) no IP record or date of subscription will be available. In this case, we will investigate the situation, look at the email in questions, and if it is determined that you may be sending UCE we will immediately disable the sending function on your account and we will immediately contact you by email and/or phone. As soon as we hear from you and are able to verify that the subscriber was indeed an opt-in subscriber, we will remove the sending-block.

Transfer of Subscribers

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Please note that a subscriber subscribing to one of your lists does NOT give you permission to transfer them to other lists or send them content, even if it is through the same list, that differs from the content subscribed to.

Disclaimer of Warranties

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THE SERVICES (AND THE PROFESSIONAL SERVICES, AS APPLICABLE) ARE PROVIDED "AS IS" AND WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OfficeBrain AND ITS AFFILIATES, LICENSORS, DISTRIBUTORS, DEALERS AND SUPPLIERS (COLLECTIVELY, THE "REPRESENTATIVES") DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, INCLUDING (WITHOUT LIMITATION) ANY WARRANTY AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, TITLE, OR NON-INFRINGEMENT, WITH RESPECT TO THE SERVICES. OfficeBrain AND THE REPRESENTATIVES DO NOT WARRANT THAT THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS NOR DO THEY GIVE ANY WARRANTY ABOUT THE RESULTS THAT MAY BE OBTAINED BY USING THE SERVICES.

Limitation of Liability

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IN NO EVENT WILL OfficeBrain OR ANY REPRESENTATIVE BE LIABLE TO CUSTOMER OR ANY OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATED TO THE SERVICES (OR THE PROFESSIONAL SERVICES, IF APPLICABLE), OR TO THE PERFORMANCE OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF DATA, LOSS OF USE, OR LOSS OF PROFITS, EVEN IF OfficeBrain OR ITS REPRESENTATIVES HAVE BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. FURTHER, IN NO EVENT WILL OfficeBrain AND THE REPRESENTATIVES' TOTAL CUMULATIVE LIABILITY TO CUSTOMER OR ANY OTHER PARTY FOR CLAIMS, LOSSES, OR DAMAGES OF ANY KIND, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, INDEMNITY OR OTHERWISE, ARISING OUT OF OR RELATED IN ANY WAY TO THIS AGREEMENT OR THE SERVICES, EXCEED THE ACTUAL FEES CUSTOMER PAID TO OfficeBrain FOR THE SERVICES AS OF THE DATE OF THE CLAIM, LOSS, OR DAMAGE. In the event of any failure, or OfficeBrain non-provision, of the Services (or the Professional Services), Customer's sole and exclusive remedy shall be for OfficeBrain to use commercially reasonable efforts to repair or provide the Services.

Indemnification

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Customer agrees to indemnify, defend and hold harmless OfficeBrain, the Representatives, and its and their respective affiliates, officers, directors, stockholders, employees, consultants, representatives and agents from any and all claims, liability, damages and/or costs (including, but not limited to, reasonable attorneys' fees) arising from Customer's negligence or intentional misconduct, Customer's violation of any applicable law, including the federal CAN SPAM Act, 15 U.S.C. 7701-7713, this Agreement or the Policies, Customer's breach of any of its representations, warranties or covenants set forth herein, or Customer's infringement of any intellectual property rights or other rights of any person or entity.

Governing Law

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This Agreement will be governed by the laws of The State of California as applied to agreements entered into and performed entirely within The State of California, without regard to any choice of law provisions thereof. The rights and obligations of the parties under this Agreement shall not be governed by the provisions of the United Nations Convention on Contracts for the International Sale of Goods.

Arbitration

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Any dispute or controversy arising under, out of, or in connection with this Agreement shall be resolved by binding arbitration under the commercial rules of the American Arbitration Association before a single arbitrator. Any such arbitration shall be conducted in Los Angeles, California. Judgment upon any award may be entered in any court of competent jurisdiction. The arbitrator shall be designated by mutual agreement of the parties or, if the parties cannot agree on an arbitrator within ten (10) days after a request for arbitration hereunder, each party shall designate one (1) arbitrator and the arbitrators so designated shall designate a third arbitrator who shall conduct the arbitration. The decision of the arbitrator shall be binding and conclusive upon the parties. Notwithstanding the foregoing, OfficeBrain shall have the right to seek injunctive relief or other equitable or legal remedies in a court of competent jurisdiction in Los Angeles, to which jurisdiction, for such purpose, Customer hereby irrevocably consents.

About the OfficeBrain Beta Program

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The beta program is a FREE trial and can end at anytime. Before the beta trial ends, OfficeBrain will notify you within 30 days prior to ending the beta trial. Your account will expire at the trial end date and can be renewed at the then published rates.

For more information visit OfficeBrain or Contact Us at support@officebrain.com