Continuity
Programs Website Terms and Conditions
IMPORTANT, PLEASE READ CAREFULLY: In using this website you
are deemed to have read and agreed to the following terms and conditions:
The following terminology applies to these Terms and Conditions and
any or all Agreements: "Subscriber", “Account” and “You” refers
to you, the person accessing this website and accepting Continuity Programs’
terms and conditions. "CPI", “We” and "Us", refers to Continuity
Programs, Inc.
By
registering as a user of CPI’s website, you agree to follow and be bound by
these terms and conditions. You are permitted to use this website as set forth
below only upon the condition that you accept all of the terms contained in
these terms of service (the "agreement").
If
you click the checkbox on the sign up page and the submit button, you indicate
your agreement to the terms set forth below. If you do not agree, or do not
have authority to agree to these terms, please exit the registration and cease
use of this website. If you are entering into this agreement on behalf of a
company, you represent and warrant that you have authority to enter into this
agreement on behalf of the company and to bind the company to all of the terms
and conditions hereof. Any use, reproduction or distribution of any materials
on this website by you or by a third party on your behalf constitutes your
acceptance of this agreement.
If
your company has entered into a corporate/enterprise agreement with CPI, you
will be bound by applicable additional terms contained in that corporate/enterprise
agreement. If any terms of the corporate/enterprise agreement conflict with the
terms of this agreement, the terms of the corporate/enterprise agreement shall
govern.
This
is a legal Agreement made between Continuity Programs, Inc., (“CPI”), a
Michigan Corporation located at 8451 Boulder Court, P.O. Box 8003, Walled Lake,
MI 48390 and the Subscriber and the Monthly Term will continue on a
month-to-month basis until Agreement is canceled at any time by either party
with notice as described below.
This
Agreement sets forth the terms and conditions under which CPI will provide an
Account to Subscriber for use as outlined in this Agreement, in the form of
various marketing services, including: direct print mail and email marketing
campaigns with response tracking, marketing portal access, and any optional, other
marketing media/services for the Subscriber. Subscriber may order any of CPI’s standard
program offerings through this website. By ordering any of CPI’s standard
program offerings, Subscriber agrees to have read and understood what is
included in the specific program(s) on the website. Each of CPI’s different
standard program offerings may include all or some of the following services.
1. Description of
Services
CPI’s services
consist of: (a) Direct Mail Campaigns, (b) Email Marketing Campaigns, (c) NCOA
Database Scrubbing, (d) Marketing Portal Access, (e) Monthly Reports of Mailing
and Customer of Interest Reporting, (f) High Priority Customer Contact Email Notifications,
(g) Response Tracking, and (h) Leads Module Data as further described below.
(a)
Direct Mail Campaigns
Several options for
direct mail programs are available that are fulfilled by CPI over a set
schedule and specified time period as described on the website. Direct Mail is sent out by CPI on behalf of
the Subscriber. Each Program begins based on the enrollment processing
date. The enrollment processing date
will likely be different from the actual closing or transaction date or the end
of the previous month. All Direct Mail is personalized on the Subscriber’s
behalf. Direct Mail will include (when
provided) Subscriber contact information and Subscriber photo and logo. Postage
Paid Return Items (envelopes or detachable cards) are included in some of the
Programs. Some programs are cross-media, including both direct mail and
e-mail communications.
(a)
E-Mail Campaigns
Several
options for e-mail programs are available that are fulfilled by CPI over a set
schedule and specified time period as described on the website. E-Alerts and E-Cards are sent out by CPI on
behalf of the Subscriber. CPI will email
the Subscriber’s Customers in the name of the Subscriber. E-Alerts are emailed in support of the
program mailings to assist in increasing opening and response rates. CPI will electronically notify Subscriber of
relevant responses received. All E-Alerts
and E-Cards are personalized on the Subscriber’s behalf. E-Alerts and E-Cards will include (when
provided) Subscriber contact information, Subscriber photo and logo, and
Subscriber social media links. Subscriber acknowledges that CPI provides
no guarantee that emails will be read or understood by customer recipients. Subscriber
further acknowledges that due to the nature of electronic communications, CPI
provides no guarantee that email sent by CPI on Subscriber’s behalf will be
successfully delivered to Subscriber’s customer recipients. CPI will
discontinue email marketing campaign service to any customer that voluntarily
unsubscribes to the campaign. Subscriber agrees to notify CPI regarding customers
who have unsubscribed from additional, separate email campaigns sent by
Subscriber. Some programs are cross-media, including both direct mail and
e-mail communications.
(c)
NCOA Database Scrubbing
NCOA Scrubbing is included
in some of the programs. This service consists of CPI scrubbing a portion of Subscriber’s
Customer Database against the United States Postal Service National Change of
Address registry (NCOA). CPI shall perform this type of database scrub monthly
as customer mailings become due according to the program schedule. This service is limited to the portion of the
Subscriber’s database that is due to receive a mailing each month. CPI will
update Subscriber’s Customer Data in CPI’s records with information provided
from the NCOA.
(d)
Marketing Portal Access
Subscriber may elect
to use and access CPI's Marketing Portal. The portal is CPI's private online
Database Marketing System. The portal is a web-based and allows the Subscriber
and its authorized Agents to place enrollments/orders for programs and review
and manage their Customer Data. Through the portal, Subscriber can upload their
Customer Data, view and edit their Customer Data information, and edit their Subscriber
profile, and view their CPI Program schedule.
All CPI materials
provided through the portal, including information, documents, products, logos,
graphics, sounds, images, reports and services (“Materials”), are provided by
CPI and are the copyrighted work and intellectual property of CPI. As used
herein, the term Materials shall not include the Data provided by Subscriber.
Except as stated herein, none of the Materials may be copied, reproduced,
distributed, republished, downloaded, displayed, posted, transferred, assigned
or transmitted in any form or by any means, including electronic, mechanical,
photocopying, recording, or other means, without the prior express written
permission of CPI.
Subscriber and anyone
acting on Subscriber's behalf may not modify, adapt, translate, reverse
engineer, decompile, disassemble, derive source code, create derivative works
based on, or copy CPI’s portal. Title and copyrights in and of the Materials,
and any copies thereof, are owned by and remain with CPI.
CPI does not own any
information that Subscriber or its authorized Agents enter/post into the portal
(“Data”). Data means Subscriber's customers' information, data, text,
photographs, graphics, messages the Subscriber uploads into their account. CPI
will not monitor or disclose any information regarding Subscriber, including
any of Subscriber's Data, without Subscriber's prior permission except in
accordance with this Agreement. CPI may
access Subscriber's portal data to respond to support related issues.
Subscriber, and not
CPI, is responsible for all Data that Subscriber uploads, posts, emails, or
otherwise transmits via the portal. CPI does not control the Data received via the
portal and, as such, does not guarantee the accuracy, integrity or quality of
such Data. Under no circumstances will CPI be liable in any way for any Data,
including for any errors or omissions in any Data, or for any loss or damage of
any kind incurred as a result of the use of any Data posted, emailed or
otherwise transmitted via the portal.
CPI reserves the
right to establish or modify general practices and limits concerning use of the
portal, including, without limitation, the maximum number of days that Data
will be retained in any particular section of the portal, the maximum disk
space that will be allotted on CPI's servers on Subscriber's behalf, the
maximum number of individual contacts (e.g., emails, telephone numbers,
addresses, etc.) that may be uploaded into Subscriber's account.
If a dispute arises
regarding the rights to access Subscriber's portal, CPI at its sole discretion
may give access to an authorized officer of the company upon written request
from such officer on company letterhead or, among other options, withhold
disclosure of the Subscriber's account information to any person until it
receives an order of the court. If the named company on Subscriber's account is
not a legal entity, CPI may presume that the primary contact named on the Subscriber's
account is the only person authorized to access the Account.
(e)
Monthly Reports of Mailing and Customer of Interest Reporting
Some of the programs
include CPI providing on a monthly basis Reports of Mailing and Customer of
Interest Reports. These reports are sent
electronically to Subscriber by CPI and detail program mailings and responses per
customer. CPI will email the reports
each month to reflect the previous month’s mailing activities. In terms of Customer of Interest Reporting,
CPI details future leads on this report.
(f)
High Priority Customer Contact Email Notifications
Most of the programs
include daily High Priority Customer Contact Email Notifications. As a customer lead response is received to
either an email or printed mailing with a referral or request for other
services, CPI will email the lead to the Subscriber. A High Priority Customer Contact Notification
is emailed when the customer’s request falls within a 0 (zero) to 4 (four)
month timeframe.
(g) Response Tracking
Most of the programs include Response Tracking. All mailing and relevant email responses are
recorded by CPI and physical satisfaction surveys are sent to the Subscriber on
a monthly basis.
(h)
Leads Module Data
Subscriber has the option of purchasing a recipient list through the
Leads Module via the portal. CPI will print and mail Subscriber’s order
utilizing the data selected by Subscriber though the Leads Module. The data
delivered through the Leads Module is the property of CPI’s third-party list
provider. Subscriber shall have no rights or interest in or to the data except
as granted herein.
The Leads Module Data may be used for Subscriber’s marketing programs to
consumers and businesses, including house file enhancements, mailing list
screens, modeling and list analysis. Subscriber may not sell, lease, or rent the
data except as otherwise set forth herein, or provide the data or a derivative
of the data to any other party. Subscriber may not use the Leads Module Data,
in whole or in part, in the development of any data products or services to be
provided to third parties including, without limitation, any list enhancement
or data appending service or product.
Subscriber may not use the Leads Module Data as a factor in establishing
an individual’s creditworthiness or eligibility for (i)
credit or insurance or (ii) employment.
Subscriber shall not use any Leads Module Data to advertise, sell, or
exchange any products or services relating to illegal or illicit activities,
including, without limitation, sexual products or services, drug products or services,
pornographic materials, weapons, or involving credit repair services. Subscriber
agrees that CPI may require complete sample mail pieces or e-mails or
telemarketing scripts for approval prior to fulfillment of order.
All marketing communications used in connection with any list created by
or for Subscriber derived from the Leads Module Data shall not (i) reference the use of the Leads Module Data as a selection criteria concerning the intended recipient or
(ii) reference the source of the recipient’s name and address.
With the exception of addresses, upon termination or expiration of this
agreement, CPI and Subscriber shall destroy the Leads Module Data and any
copies thereof and certify in writing to be delivered to CPI within five (5)
business days following such destruction that Subscriber and all applicable end
users have fully complied with the requirements of this Section. Client shall
not be required to destroy any addresses from the Leads Module Data upon
expiration or termination of this Agreement; provided, however, that any
continued use of such addresses by Subscriber will continue to be governed by
the terms of this Agreement, the terms of which shall remain in full force and
effect with respect thereto.
2. Fees / Invoicing / Payment
CPI
and Subscriber agree that before CPI may commence any services hereunder, Subscriber
shall enter a credit card via the order form on the website, for CPI to charge
each month for the Account Subscription Fee.
Subscriber
agrees to pay CPI a monthly Account Subscription Fee in the amount of $8.99 (Eight
and 99/100 Dollars) per month for use of the Account and the on-going data
storage and maintenance associated with the existence of Account. All
Subscription Fees are non-refundable.
Furthermore,
Subscriber agrees to pay CPI for each marketing program or service ordered via a
credit card. Credit cards accepted include Visa, MasterCard, Discover and
American Express. All Program Enrollment Fees are non-refundable. All sales are
final.
Should
Subscriber elect to customize their Account and/or Program beyond what is
offered and included by CPI in its standard program service offerings,
Subscriber agrees to pay for Graphic Design Service Fees at the rate of $85.00
(Eighty Five and 00/100 Dollars) per hour and/or Programming Fees at the rate
of $150.00 (One Hundred Fifty and 00/100 Dollars) per hour.
CPI
has the right to discontinue, suspend or cancel any and all portions of the Account
and Program services without additional notice if Subscriber’s credit card is
denied or expires and Subscriber has not otherwise paid its Account Subscription
Fees due to CPI. Failure to pay monthly Account
Subscription Fees will result in CPI suspending all services. Furthermore, Subscriber, and not CPI, is
responsible to update CPI with any changes to its credit card on file
information, including updating CPI with new expiration dates when the credit
card expires. If Subscriber does not
update CPI within 60 (sixty) days of an expired credit card, CPI will suspend
all services without additional notice to Subscriber.
If
Subscriber has lapsed on their payments due CPI, in order for Program services
to resume, the Subscriber must pay CPI for any lapsed months. Once the Subscriber has paid in full, CPI
will re-commence the Program services.
Subscriber
may choose to inactivate any of their Customer Data records from the Program marketing
campaigns. Monies shall not be refunded or returned to Subscriber upon an
inactivation of their Customer Data records.
3. Adjustment of Fees
Upon
60 (sixty) days notice to Subscriber, and for any reason, including an increase
in postage costs, CPI reserves the right to increase or decrease the fees
associated with the fulfillment of the Program(s) and/or the maintenance of the
Account. CPI may give notice by means of
a general notice on CPI's web site, portal, electronic mail or postal mail to Subscriber's
e-mail or physical address on record in CPI's system.
4. Use & Responsibilities of Parties
Upon
successful sign up and agreement of the terms contained herein, CPI will
activate the Subscriber’s Account. Subscriber will be redirected from the sign
up form to the portal to complete setting up a profile and begin ordering
programs.
Customer Data is
supplied by Subscriber to CPI and consists of the customer name, customer
address, customer city, customer state, customer zip code, and customer email
address. Customer Data could also consist of customer phone number, customer
birth date, and other transactional related data. Subscriber agrees that it
will not transmit sensitive Customer Data to CPI including but not limited to
customer social security numbers, credit scores, ethnicity, etc.
Subscriber
will furnish all Customer Data information needed to fulfill each Program, and
all information will be legible / decipherable. CPI is to receive all Customer Data
from Subscriber via the portal. In the event Subscriber has technical
difficulties with the portal, Customer Data may be e-mailed to CPI at operations@continuityprograms.com. Illegible or incomplete Customer Data will not
be input or processed until CPI receives information from Subscriber that is
necessary to fulfill the Program. The Subscriber
may elect to have CPI build its database, and will be responsible for the additional
cost per record to build such database.
Subscriber
is responsible for updating CPI regarding all data changes, including customers
unsubscribing from Subscriber’s own email campaigns, Subscriber changes, and/or
Customer Data changes in relation to fulfilling the services of the Program.
All
Customer Data submitted will only be used for the Programs described in this
Agreement or unless otherwise directed in writing by the Subscriber. CPI
acknowledges that the Subscriber’s customer list is an asset of the Subscriber.
CPI agrees to maintain the confidentiality of the Subscriber’s customer list
and will not disclose or disseminate same other than as required to fulfill
CPI’s obligations hereunder.
Subscriber
agrees to receive informational and promotional emails from CPI, provided that
there is an opt-out option included in each email sent by CPI. It shall be the Subscriber’s responsibility
to opt-out from such email notifications sent by CPI to Subscriber.
Furthermore,
Subscriber grants CPI the right to use Subscriber’s Company Name and Logo on
CPI’s website and in CPI’s Sales Collateral, Marketing Materials, Social Media,
and/or case studies.
5. Intellectual Property Notices
Subscriber
hereby acknowledges the following proprietary notices and legends: Elements of the
Programs are protected by copyright, trademark and other intellectual and
industrial property laws and may not be copied or imitated in whole or in part
except as provided in this Agreement. No data, logo, graphic, text or image
from the portal may be copied or retransmitted unless expressly permitted by
CPI.
6. Confidentiality
CPI
and Subscriber acknowledge that, in the course of their dealings hereunder,
each may acquire confidential information about the other. For the purpose of
this Agreement, “Confidential Information” means any information presented to
the other party in any form or format, excluding information which has been
publicly disclosed by either party, or which becomes generally known in the
trade through no fault of the receiving party. Subscriber agrees that the
techniques used to create the reports and information sent to Subscriber as
part of the Program, as well as the pricing of the Program to Subscriber, is Confidential
Information. Each party agrees that it will not disclose to any third party
information disclosed to it by the other, and agrees that it will take all
reasonable measures to maintain the confidentiality of all Confidential
Information of the other party in its possession or control, which will in no
event be less than the measures it uses to maintain the confidentiality of its
own information of similar importance.
7. No Warranties
CPI
provides services and data on an ‘as is’ basis with no warranties, and hereby
disclaims all warranties whether express, implied or statutory, including the
implied warranties of merchantability, quality, and fitness for a particular
purpose, and any warranties arising from a course of dealing, course of
performance, trade usage, or trade practice. CPI does not warrant that the data
will be error free, or that any errors regarding the quality of data will be
corrected.
8. Compliance with All Applicable Laws & Regulations
Subscriber
agrees to comply with all applicable laws in connection with use of the Programs.
It is the Subscriber’s responsibility to adhere to any and all Laws and
Regulations. Specifically, Subscriber
agrees that it is wholly responsible for compliance with all applicable laws
and regulations including but not limited to: the Telephone Consumer Protection
Act of 1991, the FTC National Do-Not-Call Registry, the Real Estate Settlement
Procedures Act (RESPA), the CANSPAM Act of 2003, the Dodd-Frank Bill, the S.A.F.E.
Mortgage Licensing Act of 2008, and any State and / or Local Do-Not-Call / Mail
/ Solicit requirements.
9. Indemnification
Subscriber
shall hold harmless and indemnify CPI for any and all claims, suits, damages,
losses, costs and expenses (including reasonable attorney fees) arising or
resulting from any inaccuracies, errors and/or omissions in the Customer Data
submitted by Subscriber or its representatives.
Furthermore, Subscriber shall hold harmless and indemnify CPI for any
and all claims, suits, damages, losses, costs and expenses (including
reasonable attorney fees) arising or resulting from any disputes that may arise
between Subscriber and Subscriber’s company.
Should any dispute arise between Subscriber and Subscriber’s company,
including dispute as to which party is the owner of any Customer Data, use of
company logos, or any other matter, CPI will not be liable or responsible in
any way.
The Subscriber
acknowledges that CPI will be sending e-mails and print mail to the Subscriber’s
customers as contemplated under this Agreement. By using this website, the Subscriber
represents and warrants to CPI that CPI’s communications to Subscriber’s
customers will not violate any applicable law, rule or regulation, Federal or
state, and Subscriber shall indemnify and hold CPI harmless from all claims,
suits, damages, losses, costs and expenses (including attorney fees) resulting
from the e-mails and print mail being sent by CPI to Subscriber’s customers.
10. Enforceability
Failure
or delay by either party to enforce compliance with any term or condition of
this Agreement shall not constitute a waiver of such term or condition. A
waiver of any breach or default under this Agreement shall not constitute a
waiver of any subsequent breach or default. No modification or amendment of
this Agreement shall be binding unless in writing and signed by the party
sought to be bound. If any term or provision of this Agreement, or the
application thereof, shall to any extent be invalid or unenforceable, and the
intent of the parties hereto in entering into this Agreement is not materially
frustrated or negated thereby, the remainder of this Agreement, or the
application of such term or provision to circumstances other than those to
which it is invalid or unenforceable, shall not be affected thereby, and shall
be enforced to the full extent permitted by law. Each of the parties hereby
acknowledges that it has read this Agreement and understands and agrees to be
bound by its terms and conditions. This Agreement is the complete and exclusive
statement of the Agreement between the parties hereto which supersedes all
prior Agreements, offers, proposals, understandings and other communications
between the parties hereto, oral or written, regarding the subject matter of
the Programs hereof.
11. Resolution of Disputes
Any
disputes or differences between CPI and Subscriber to which an amicable
understanding cannot be reached shall be decided by binding arbitration. Unless
otherwise specified herein, the arbitration shall be conducted in accordance
with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”).
No punitive, consequential, incidental or special damages of any kind shall be
awarded in, under, or as a part of any arbitration proceeding. The arbitration
proceeding shall be held in Oakland County, Michigan. The arbitrators are not
bound by any rules of law or evidence, provided, however, that they shall give
effect to statutes of limitation in determining whether any claim or issue is
arbitrable. The arbitrators may include interest on any amount awarded in
arbitration. The arbitrators shall decide by a majority vote and from their
written decision there can be no appeal. The final arbitrators’ decision shall
be rendered within 60 (sixty) days after notice of a dispute is received by either party and the decision may be enforced in any state
or federal court of competent jurisdiction. The cost of arbitration, including
the fees of the arbitrators, shall be borne by the losing party unless the
arbitrators shall otherwise decide.
12. Cancellation and Termination
The
Subscriber or CPI may terminate this Agreement at anytime for any reason, with
or without cause, by providing the other party with a cancellation notice. Subscriber can choose whether they want Programs/services
to continue after cancelling. In order for CPI to continue fulfilling Programs,
Account agrees to pay the monthly Account Subscription Fee to keep the account
active.
Subscriber
may give cancellation notice to CPI (such notice shall be deemed given when
received by CPI) at any time by any of the following: phone 800-521-0026, electronic
mail to customerservice@continuityprograms.com or by first class prepaid mail to
CPI at Continuity Programs, P.O. Box 8003, Walled Lake, MI 48390.
13. Entire Agreement
This
Agreement constitutes the entire understanding and Agreement between the
parties; it is subject to cancellation only as provided above.