THIS AGREEMENT SETS FORTH IMPORTANT LEGAL OBLIGATIONS. PLEASE READ IT CAREFULLY. IF YOU DO NOT AGREE WITH ALL OF THE TERMS CONTAINED IN THIS AGREEMENT, YOU MAY NOT INSTALL OR USE THE NINJA MAIL SOFTWARE.

The Ninja Mail software (the “Software”) is owned and operated by Ninja Forms, LLC (“we”, “us”). This agreement (the “Agreement”) sets forth the terms and conditions under which you are licensed to install and use the Software (in this agreement, “you” means you, your agents, employees, heirs, assigns, and successors in interest).

Your use of the Software is conditional upon the terms and conditions contained in this Agreement. All of these terms and conditions are continuing in nature.

  1. Accounts

To use the Software, you must register with us and maintain in good standing an active account (an “Account”). In order to register and maintain an Account, you must be and remain a person who is competent and who has the legal capacity to enter into a contract. You must provide accurate, up to date information about you which may be personally identifiable subject to the terms of the Privacy Policy and Section 4 herein. You must pay all fees and applicable taxes incurred by you and anyone using your Account, and you acknowledge that we may revise the pricing for the Software at any time. You must also keep confidential, using your best efforts, information concerning your Account, and notify us immediately of any reasonably suspected unauthorized access to or use of your Account. You agree to be responsible for all activity on your Account, and your Account is non-refundable and non- transferable without our express written consent or except as otherwise permitted herein.

  1. License

We are the owner of all right, title, and interest in and to, all Accounts, the Software, and any and all features and components thereof.

Subject to your acceptance of and compliance with the terms of this Agreement, we grant to you a limited, revocable, non-sublicensable, non-exclusive, non-transferable, non-refundable license to use the Software subject to limitations set forth herein (a “License”).

You may install the Software on one unique WordPress installation. In order to install or use the Software on multiple WordPress installations, you must obtain additional Licenses.

Except only to the extent allowed by law or other agreement or license you may have with us, you shall not copy, reproduce, translate, reverse engineer, derive source code from, modify, disassemble, decompile, probe, scan, test the vulnerability of, or create derivative works from or based on, the Software or any component thereof.

You shall not use the Software for any unlawful purpose or for any purpose, legal or otherwise, the intent of which is to harass or abuse any person or to disrupt operation of any lawful business or other software.

You shall not use the Software to send, by automated means or otherwise, unreasonable volumes of emails or other communications to a person or persons or to send quantities of emails or other communications that a reasonable person would find offensive or harassing, including but not limited to using the Software in a way that violates the CAN-SPAM Act of 2003, as amended.

You shall not attempt to sell, rent, lease, sublicense, grant a security interest in, or otherwise transfer the Software or any component thereof.

You shall not use the Software to violate the property or intellectual property rights of any person or to infringe on any person’s copyright, trademark, patent, or other intellectual property rights in and to any thing communicated through use of the Software.

  1. Intellectual Property

We are the owners or licensees of the copyrights, trademarks, service marks, trade names, and all other intellectual property contained in the Software and any associated web sites and materials, including but not limited to images, texts, illustrations, audio, video files, and the arrangement of materials on our web sites (together, “Intellectual Property”).

You shall not copy, reproduce, publish, upload, post, transmit, or distribute in any way our Intellectual Property without our express written permission.

  1. Privacy of Information and Communications

Your License is subject to the terms of our Privacy Policy as it may be updated from time to time. The Privacy Policy sets forth important legal obligations and the availability of remedies in the event that you wish to take action concerning your personal information, and it sets forth the efforts that we make to protect the privacy and security of your information. In order to use the Software and as a condition of your License you consent to the storage and processing of personally identifiable information about you. You can find an up-to-date copy our Privacy Policy at https://ninjaforms.com/privacy-policy. Your License is conditional upon your acceptance of and agreement to the terms set forth in the Privacy Policy. For purposes of construction, the Privacy Policy shall be an effective and binding term of the Agreement the same as if it were set forth verbatim herein.

Notwithstanding the Privacy Policy, you agree that when using the Software, your activity may be monitored or recorded at any time with or without notice to you, by electronic or automated means or otherwise. We shall have the right to disclose your communications and information for any reason or no reason, including but not limited to: 1. to comply with applicable law or legal process, 2. to enforce the terms of this Agreement or protect our legal rights, or 3. to protect the health and safety of a person or to prevent or report criminal behavior.

To the extent possible as set forth in our Privacy Policy, we will attempt to protect your information and communications from unauthorized access or disclosure. However, because the Software enables communication between you and third parties and between third parties and one another, we can make no representation or warranty of any kind with respect to the security, privacy, or confidentiality of any information or data communicated through use of the Software, and we shall have no duty or liability to you or anyone for the security of information communicated through use of the Software. You acknowledge and agree that with respect to any use of the Software, communications made with the Software, your License, and your Account, you have no expectation of privacy.

  1. Alteration

We may create updated versions of this Agreement (each of which a “New Agreement”). If we do, the New Agreement will be delivered to you and published at _. If you accept the New Agreement and your Account is active, you may continue using the Software. If you reject the New Agreement, your Account is not active, or you are unable or unwilling to comply with the New Agreement, you shall no longer be permitted to use the Software and your License shall terminate without further action by us or you.

  1. Limitation of Liability; Disclaimer of Warranties

You use the Software at your own risk. You assume all responsibility and all risk arising out of any use of the Software or access to your Account by yourself or any other person.

THE SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF CONDITION, UNINTERRUPTED OR ERROR-FREE USE, CORRECTION OR REPAIR OF DEFECTS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, TITLE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

In the event that your jurisdiction does not allow the exclusion or limitation of implied warranties or of particular warranties, the above limitations apply to you only to the extent that they are allowed in your jurisdiction.

We, along with our employees or authorized agents, are not responsible for any loss, damage, or cost (including but not limited to incidental, consequential, and punitive damages) which you incur due to your use of or inability to use the Software.

You agree that in any dispute, your sole and entire remedy is a refund of your purchase. Our liability shall be limited to the amount of your purchase, and under no circumstances whatsoever shall we, together with any of our employees or authorized agents, be held liable for any amount, however designated or calculated, that exceeds the dollar value of your combined purchases from us.

In the event that your jurisdiction does not allow you to take full responsibility and risk for your use of the Software, our liability is limited to the greatest extent allowed by law.

  1. Indemnification

You agree to indemnify, save, defend, and hold harmless us, together with any of our employees and authorized agents, from and against any and all third party claims, demands, liabilities, costs, and expenses, including court costs and attorney’s fees, resulting from your breach of this Agreement.

  1. Assignment and Succession

You shall not grant, devise, or otherwise assign any right or benefit under this Agreement to any other party. Notwithstanding any other part of this Agreement, we or our successors or assigns may fully enforce any term of this Agreement, and all rights and benefits herein shall inure to such successors and assigns, with or without prior notice.

  1. Dispute Resolution; Jurisdiction; Choice of Law

In the event of any dispute between you and us, you agree to binding arbitration prior to and in lieu of the commencement of any legal action pursuant to the rules of the American Arbitration Association or as otherwise agreed by you and us.

You agree that in any dispute, the laws of the State of Tennessee shall apply, including application of its laws concerning conflicts of laws. In the event that any legal action should commence, you consent to the exclusive jurisdiction of the Circuit Court of Bradley County, Tennessee, personally and otherwise, and you agree that Bradley County, Tennessee, is an appropriate and convenient venue.

Further, you hereby expressly waive any right to proceed in any dispute resolution process, whether in arbitration or court or elsewhere, in any capacity other than individually; this means you give up any right to sue as a plaintiff or class member in any purported class or representative proceeding.

You further agree that in any dispute, if we prevail, we shall be entitled to recover from you the expenses of the dispute resolution, including the cost of arbitration, any court costs, and reasonable attorney’s fees.

You agree that in any dispute, your sole and entire remedy is a refund of your purchase. Our liability shall be limited to the amount of your purchase, and under no circumstances whatsoever shall we, together with any of our employees or authorized agents, be held liable for any amount, however designated or calculated, that exceeds the dollar value of your combined purchases from us.

  1. Termination

We may in our sole discretion terminate your Account and License and your use of the Software, and remove or destroy any content within the Software, for any reason or no reason and with or without notice and without any responsibility or liability to you or any other party except strictly as set forth in this Agreement. You agree that we may immediately deactivate your Account and remove your access to your Account and the Software, including any information stored thereon, with or without notice and without any responsibility or liability to you or any other party except strictly as set forth in this Agreement.

This means that in the event that we elect to terminate your Account and License and your use of the Software, you may immediately and without prior notice lose access to any and all data and records accessible to you through use of the Software.

  1. No Refunds

You agree that in reliance on your representations in this Agreement, we have agreed to incur costs in order to develop and license the Software to you. These costs include ongoing per-Account costs to maintain the Software, and these costs are incurred whether or not you breach this Agreement or decide to stop using the Software. Accordingly, you acknowledge and agree that the Software, your Account, and the License are NON-REFUNDABLE, and you have no expectation or right to a refund of any funds you pay for your Account and License or for access to the Software.

  1. Severability; Construction; Mutual Drafting; Entire Agreement

This Agreement is intended to be given full force and effect to the maximum extent of the law. In the event that a portion of it is found to be invalid or unenforceable, such portion shall be severed and the remainder construed in such a way as to be given effect.

Section titles herein are provided for convenience purposes only and should not be construed to alter or affect the terms herein.

We advise you to consult an attorney before entering into any binding legal agreement, including this one. You have had time and opportunity to read and reflect on this Agreement before downloading or using the Software, and by this Agreement you agree that when interpreting or enforcing this Agreement, any construction should be reasonable with respect to the ordinary rules of contract construction, and not presumed to be in favor of or against either party by virtue of its authorship of the Agreement or either party’s representation by counsel.

This Agreement governs the sale of the Software. It constitutes the entire agreement between you and us, superseding any prior, other, or different agreements or negotiations between you and us, and it may only be amended by the terms set forth herein. The terms herein are continuing in nature, and agreement to and continued compliance with the terms herein are inducements to us without which we would not have entered into this Agreement with you. You agree that with respect to each term of this Agreement, we would not have made the Agreement but for the inclusion of that term.