eSend Term Service Agreement
C&G Technical Group (DBA eSend Email Marketing) a Corporation with principal offices located at 4801 Spring Valley, Suite #116, Dallas TX 75244 ("eSend") and ("Client") as Referenced in Order Form enter into this Agreement under which eSend will provide services ("Services") as described herein to the Client for a fee.
eSend is a reseller of the StreamSend services provided by EZ Publishing, Inc. (DBA StreamSend) a Corporation with principal offices located at 1107 9th. Street, Suite #340, Sacramento CA 95814 ("StreamSend"). Terms and Conditions in this Agreement are mutual agreed between StreamSend and eSend.
1.0 Description of Services
StreamSend offers the Services to Client. Those services selected by Client on the Order Form are incorporated into this Agreement. Selected services may be changed by mutual agreement between StreamSend and the Client. Available Services are set forth in “Description of Services.” Service features are subject to change by StreamSend from time to time.
2.0 Payment of Fees
All fees are invoiced monthly at the end of each billing period. Platform, CPM, and Unit fees are invoiced in advance of the next billing period. Labor fees are invoiced in arrears. All payments are due and payable prior to the start of the next billing period unless otherwise agreed. StreamSend may provide a payment grace period at its discretion. Client's account may be disabled if payment is not received by the end of the grace period.
Payment shall be by credit card unless otherwise agreed. In the case of manual payment, a prepayment of one month's fees may be required.
3.0 Other Terms and Conditions
A. Incorporated Documents. By reference the following StreamSend documents are incorporated into this Agreement: Order Summary, Terms of Service, Privacy Statement, Security Statement, and Anti-Spam Policy. These documents are posted on the StreamSend website at www.streamsend.com and are subject to change from time to time. In the event of a conflict between this Agreement and any of these documents, this Agreement shall hold precedence.
B. Term and Termination. This Agreement shall commence upon execution by the Parties to this Agreement and shall be in effect for twelve months from the commencement date. The Agreement, with all recurring Services previously purchased or added, will automatically renew for successive twelve month periods unless either of the Parties provides written notice not to renew to the other not less than thirty days prior to then current term's end.
C. Indemnification. Client shall defend, indemnify and hold StreamSend, its officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses, or suits including attorney fees, arising out of or in connection with the performance of this Agreement, except for injuries and damages caused by the sole acts and/or negligence of StreamSend.
StreamSend shall, to the fullest extent permitted by law, indemnify and hold harmless the Client, its officers, directors, and employees against all damages, liabilities or costs, including reasonable attorneys’ fees and defense costs, to the extent caused by the StreamSend's negligent performance of professional services under this Agreement and that of its sub-consultants or anyone for whom StreamSend is legally liable.
D. Reseller Rights and Obligations. StreamSend hereby grants eSend the right to resell the Services selected in this Agreement to Client's Affiliates. Client shall ensure that each such Affiliate agrees to the Terms of Service as posted on the StreamSend website.
E. Transferability/Assignment. Client shall not assign this Agreement in whole or in part without prior written consent from StreamSend, which consent shall not be unreasonably withheld, conditioned or delayed. Any change in control of Client resulting from a merger, consolidation, stock transfer, or asset sale shall be deemed an assignment or transfer for purposes of this Agreement that requires prior written consent from StreamSend.
Description of Services
The following are standard services available from StreamSend. Actual services provided to the Client are set forth in the Order Form, incorporated in this Agreement. Service details may be modified in the Order Form.
Email Marketing Platform: This platform provides a web-based interface to all email marketing functions offered by StreamSend except as noted below. This includes the ability to upload subscriber list, upload HTML templates, and create emails using a provided editor and a library of stock templates, schedule email campaigns and review campaign results.
This Service is offered for a Monthly Subscription fee, which includes a certain number of active contacts and/or a certain number email volume sent per month. Number of active contacts is the highest number of contacts that had are set as "Active" Opt Status in a given month. Any contacts that were "active" in the beginning of the period, or added during period, and then removed or unsubscribed in the same period will be considered active until the next period.
Lifecycle Marketing Platform: This platform provides a web-based interface to marketing automation and behavior functions offered by StreamSend except as noted below. This includes the ability to upload subscriber list, upload HTML templates, and create emails using a provided editor and a library of stock templates, capture behavior events, create workflows, and review workflow results.
This Service is offered for a Monthly Subscription. The Monthly Subscription provides a fixed number of active contacts, a maximum volume of email sent from workflows and a number of total events captured during a billing period. Client may select a larger or smaller subscription on a monthly basis. Active contacts are defined as contacts that are being profiled, processing through workflows or receiving emails through workflows. Franchise Features: These enhancements to the Email Marketing Platform provide a facility for creating and reporting email campaigns that are customized for individual Franchise Locations.
These features are offered for a Per Location Fee. A Location is a Client Affiliate for whom the Email Marketing Platform is used. Client may add/subtract locations at the end of any monthly billing cycle.
Reseller Framework: Provides a Sub-Account for the eSend affiliate who wishes to utilize StreamSend platforms. Sub-Account may be private/white labeled.
eSend may set email volume quota for each Sub-Account for the Email Marketing Platform.
This framework is offered for a Per Sub-Account Fee. The Fee applies to each Sub-Account that is assigned to an affiliate at the end of each billing cycle.
Social Email Platform: The Social Email Platform creates newsletters and other customer engagement vehicles that are automatically emailed to registered users.
This service is offered on a Platform Fee based on number of Contacts, Volume of Emails sent and a Per Board Fee. The Fee applies to any Board that is active at the end of the billing period. Number of active contacts is the highest number of contacts that had are set as "Active" Opt Status in a given month.
Set-Up / Implementation Service: StreamSend will assist the Client in set up tasks in preparation for the use of the various Services. Assistance might include training, loading of subscriber lists, preparation of email templates and other tasks.
Set-Up Services are offered for a Set-Up Fee, which may be a fixed charge for a defined list of tasks or on an hourly rate.
VIP Support Services: This is a package of support services that include an assigned Account Manager to assist Client in problem anticipation, escalation and resolution and to periodically meet with Client to evaluate opportunities to improve service utility.
VIP Support Services are offered for a fixed monthly Support Services Fee. This service may be terminated at the end of any billing cycle.
Custom Template Design: This service creates custom, editable email templates suitable for use with the Email Marketing Platform. Custom Template Design may range from complete design to retrofitting existing templates to work with the StreamSend editor.
Custom Template Design is offered for a per template basis with the price based upon the level of design and customization.
Custom Programming: Custom Programming includes assistance to the Client in the implementation and operation of utilities and other programmatic interfaces to the Email Marketing Platform.
This service is priced on a time and materials basis.