VESTORLY, INC. SOFTWARE LICENSE AND SERVICES AGREEMENT

This is a contract (Agreement) between you (Client) and us (Vestorly). The Agreement describes the scope of services that we will provide, as well as the limitations and expectations for both sides.

This is a legal document that will govern our relationship. Because of this, we cannot provide our services or products to you unless you agree to them. By doing one or more of the following, you are agreeing to these terms and conditions, both as an individual and on behalf of your firm (Company):

  • Using a Vestorly Subscription Service
  • Receiving support and consulting from a Vestorly team member
  • Providing your credit card information to Vestorly, whether online or over the phone
  • Signing the Agreement
  • Signing an agreement that refers to the Agreement
  • Signing a Software License Agreement (SLA) and/or Order Form
  • Beginning or renewing your Subscription via the Vestorly application
  • Confirming your Subscription by clicking “I accept,” “Confirm,” “I agree” or similar language via the Vestorly application.

Please note, if you do not have the authority to enter into a binding agreement with us, do not sign any agreements or click any confirming language within the application. If you do so, you may be personally liable for any damages incurred.

Background

Vestorly owns a specific, proprietary web-based technology that makes Vestorly functionality and services available via the Internet, and provides additional services to subscribers.

Clients subscribing to Vestorly functionality, Vestorly applications, and selected services hereby agrees as follows:

  1. 1. Scope

    This Agreement and all Order Forms represent the parties' entire understanding regarding the Services and shall control over any different or additional terms of any Order Form or other ordering or licensing document, and no terms included in any such form of purchase order or other ordering document shall apply to the Services. All terms not defined herein shall have the meanings understood in the Order Form or SLA.

  2. 2. License and Use

    (a) Grant. Subject to the provisions hereof, Vestorly grants You a limited, non-exclusive, worldwide, revocable license to access and use the Services, during the Term. You shall be solely responsible for obtaining and maintaining appropriate equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, computers, computer operating system and web browser.

    (b) Limitation. You shall not directly or indirectly (i) reverse engineer, disassemble, decompile, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Applications or the Software; (ii) adapt, copy, distribute, modify, reprogram, service, or create any software program or device having similar or the same functions or look and feel as the Applications or prepare any derivative work based on any Software, in whole or part; (iii) grant sublicenses or otherwise transfer the Software or Applications or give access thereto or use thereof to any third party or additional user(s) inside or outside of your organization unless they are also under agreement with Vestorly; (iv) disclose any unique metric provided by Vestorly; (v) remove any proprietary notices or labels from the Applications or Software; or (vi) permit any third party to do any of the foregoing. You shall use the Services solely for internal purposes and not to operate a service bureau or timesharing service. You shall not knowingly or willfully use the Services in any manner that could damage, disable, overburden, impair or otherwise interfere with Vestorly's provision of the Services. Your violation of any of the provisions of this Section 2(b), shall constitute a material breach of this Agreement that is not curable.

    (c) Responsibility. Client shall be responsible for maintaining the security of Client's account access passwords and access by Client's community members (End Users). Client’s and End Users' use of the Services shall be subject to Vestorly's Terms and Conditions of Use. Client shall use and require its End Users to use the Services only in compliance with (i) Vestorly's Use Policies, attached as Schedule B (as amended from time to time), (ii) all applicable social networking sites' terms and conditions associated with procurement and use of Client Data, and (iii) all applicable laws and regulations, including those related to spamming, privacy, data protection, intellectual property, consumer and child protection, pornography, obscenity, or defamation.

    (d) Retainment. Vestorly shall retain exclusive ownership of all rights, titles and interests (including any patents, copyrights, trademarks, service marks, trade dress, logos, technical information, know-how, trade secrets or confidential or proprietary information, or other intellectual property rights, whether currently existing or hereafter developed or acquired, and all applications, disclosures and registrations with respect thereto) in and to the Applications, Services, and Software and all legally protectable elements, derivative works, modifications and enhancements thereto. All suggestions, enhancements requests, feedback, critiques, recommendations or other input provided by Client or any other party relating to the Services or Software shall be owned by Vestorly. Client hereby does and shall make all assignments and take all reasonable acts necessary to accomplish the foregoing ownership. Any rights not expressly granted herein are reserved by Vestorly.

    (e) Modifications. In an effort to improve your experience, we may modify service and functionality from time to time by adding, deleting, or changing features and functions.

  3. 3.Client Data

    (a) Ownership Client owns any files, data, works, information, or materials that you have created or data originated by Client or that Client submits, collects, or provides in the course of using the Services, including information regarding Client's social networking "connections," "followers," or other contacts activated through use of the Services (Client Data). Client is solely responsible for the accuracy, quality, and content of Client Data and the means by which Client Data is acquired and use thereof in full compliance with all applicable laws.

    (b) Collection Vestorly shall have the right to collect, compile, analyze, distribute, and use anonymous statistical and other data relating to Client's use of the Services and Client's End Users' use of content made available to them by Client through the Services. We may monitor use of the Services by all of our clients and use the data gathered in an aggregate and anonymous manner. Vestorly shall own such data and information derived therefrom. You agree that we may use and publish such information, provided that such information does not incorporate any of Client’s data and/or identify you.

    (c) Safeguards We will maintain commercially appropriate administrative, physical, and technical safeguards to protect your data. You consent to our processing of your data.

  4. 4. Third Party Materials and Data

    All third-party materials and comments are the responsibility of their respective authors, creators, and/or owners. Vestorly is not responsible for third-party materials. The information reflects the opinion of its authors, creators, and/or owners at the time of its issuance, and opinions and information are subject to change at any time without notice and without notification. These materials were obtained from sources believed to be reliable and presented in good faith. Nevertheless, Vestorly has not independently verified the information contained therein, and does not guarantee its accuracy or completeness. This information should not be considered as a solicitation for the purchase or sale of any security, nor is the third-party content seen as any endorsement or testimonial. Client is solely responsible for use, display, reproduction, transmission, or retransmission of or linking to third-party data, by Client and/or End Users, in full compliance with all applicable law, including to maintain reasonable safeguards against violation of the Investment Advisers Act and other securities laws.

  5. 5. Billing and Payment

    (a) Subscription Fees. The Subscription Fee will remain fixed during the Subscription Term unless you: (i) exceed your maximum contacts and user limit activity, (ii) upgrade products or base packages, and/or (iii) subscribe to additional features or products, including additional contacts.

    (b) Currency. Client shall pay all Subscription Fees in U.S. Dollars, in advance of each payment period, in the manner selected on the Order Form and as set forth in Agreement. No Subscription Fees will be refunded.

    (c) Invoices and Taxes. All invoices are due fifteen (15) days after their respective dates. All Subscription Fees are exclusive of applicable taxes, levies, and/or duties imposed by taxing authorities. Client shall be responsible for payment of all such taxes, levies, and/or duties, even if such amounts are not listed in the Agreement or on the applicable Order Form. If you are located in the European Union, all fees are exclusive of any VAT and you represent that you are registered for VAT purposes in your member state. At our request, you will provide us with the VAT registration number under which you are registered in your member state. If you are subject to GST, all fees are exclusive of GST. If you are required to deduct or withhold any tax, you must pay the amount deducted or withheld as required by law and pay us an additional amount so that we receive payment in full as if there were no deduction or withholding.

    (d) Outstanding Balance. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding, remaining balance, or the maximum permitted by law, whichever is lower, plus all reasonable expenses associated with collection efforts.

    (e) Fee Decreases. We may choose to decrease your fees upon written notice to you.

    (f) Fee Adjustments at time of Renewal. A standard increase of 6% will be applied at the time of automatic renewal unless otherwise specified in the Order Form. We reserve the absolute right to not renew your Subscription at time of renewal.

    (g) Payment by credit card. If you are paying by credit card, you authorize us to charge your credit card or bank account for all fees payable throughout the term of your subscription. You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party.

    (h) Payment by credit card. If you are paying by credit card, you authorize us to charge your credit card or bank account for all fees payable throughout the term of your subscription. You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party.

    (i) Payment against invoice If you are paying by invoice, we will invoice you no more than forty-five (45) days before the beginning of the Subscription and each subsequent Billing Period, and other times during the Subscription when fees are payable. All amounts invoiced are due and payable within fifteen (15) days from date of the invoice, unless otherwise agreed upon.

    (j) Payment Information. You will keep your contact information, billing information and credit card information up to date within the Vestorly application. Changes may be made on the Your Account page within the application. All payment obligations are non-cancellable and all payments fulfilled are non-refundable, except as specifically provided for in this Agreement. All fees are due and payable in advance throughout the Subscription Term. If you are a Vestorly customer that purchases on behalf of a client, you agree to be responsible for the executed Order Form and to guarantee payment of all fees. VESTORLY RESERVES THE RIGHT TO ENFORCE THIS AGREEMENT, INITIATE COLLECTION EFFORTS, AND REPORT TO CREDIT BUREAUS OR FINANCIAL INDUSTRY REGULATORY AGENCIES, INCLUDING BUT NOT LIMITED TO FINRA AND THE SEC.

  6. 6. Terms and Termination

    (a) Term. Unless otherwise agreed upon and reflected in the Order Form, the Subscription Term is one (1) year and begins upon your acceptance of Agreement.

    (b) Renewal. Your subscription will automatically renew for the same Subscription Term for a term of one (1) year. If you add products, functionality, upgrades or services during the Subscription Term, the fees for these additional products will be pro-rated and they will renew along with your Subscription, unless otherwise indicated in your Order Form.

    (c) Notice of Non-Renewal. To prevent renewal of your Subscription, you must provide in-application notice of non-renewal via the Your Account page. Notice will only be received by clicking “Initiate Termination” and then “Confirm” on the Your Account page. All other forms of communication, including written email notice, will not be be considered notification. Notice must be received no more than ninety (90) days but no less than thirty (30) days in advance of the end of the Subscription Term. Otherwise, you must continue payment obligations for the duration of the renewed period.

    (d) Material Breach as Termination. In the event of material breach by either party, the non-breaching party shall have the right to terminate the remainder of the Subscription Term. Material breach is defined as breach that is not curable by reasonable standards, or if curable, breach that has not been cured within thirty (30) days of notice to breaching party by non-breaching party. IN ADDITION TO ALL OTHER RIGHTS PROVIDED UNDER THIS AGREEMENT OR UNDER LAW, IN CASE OF MATERIAL BREACH OR CLIENT’S FAILURE TO PAY DUE PAYMENT WITHIN THIRTY (30) DAYS AFTER IT IS DUE, VESTORLY MAY IMMEDIATELY TERMINATE LICENSE AND CLIENT’S ACCESS TO SERVICES AND FUNCTIONALITY. We may also terminate this Agreement for cause on thirty (30) days’ notice if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.

    (e) Usage as Cancellation. At no point shall limited usage or no usage constitute cancellation, notice thereof, or entitle Client to a refund.

    (f) No Early Termination; No Refunds. The Subscription Term will end on the end date and you cannot cancel the Subscription Term before its expiration. We do not provide refunds if you decide to stop using your Subscription during your Subscription Term.

    (g) Prohibited Acts. We may suspend Client or End User access to any or all Services for: (i) use of the Services in a way that violates applicable local, state, federal, or foreign laws or regulations or the terms of this Agreement, (ii) use of the email functionality that results in excessive bounce-backs, SPAM notices or requests for removal from a mailing list by recipients, or (iii) repeated instances of posting or uploading material that infringes or is alleged to infringe on the rights of any person or entity.

    (h) Suspension for Non-Payment Unless due payment has been received, we may suspend your access to any or all of the Services ten (10) days after notice or fifteen (15) days after due payment date, whichever is longer. If Services are suspended for non-payment, we may charge a re-activation fee to reinstate the Services.

    (i) Termination Effect. Upon termination or expiration of this Agreement, you will stop all use of Vestorly Services, functionality, and technology. We may or may not provide you the opportunity to retrieve Data after termination or expiration. If you terminate this Agreement for cause, we will promptly refund any prepaid but unused fees covering use of the Subscription Service after termination. If we terminate this Agreement for cause, you will promptly pay all unpaid fees due through the end of the Subscription Term. Fees are otherwise non-refundable.

  7. 7. Indemnification.

    Vestorly Vestorly shall defend, indemnify and hold Client harmless against any loss, damage or costs (including reasonable attorneys' fees) incurred in connection with claims, demands, suits, or proceedings (Claims) made or brought against Client by a third party alleging that the use of the Service as contemplated hereunder infringes the intellectual property rights of a third party; provided, that Client (a) promptly gives written notice of the Claim to Vestorly, (b) gives Vestorly sole control of the defense and settlement of the Claim (provided that Vestorly may not settle any Claim without Client's consent, unless Client is unconditionally released of all liability), and (c) provides to Vestorly, at Vestorly's cost, all reasonable assistance.

    Client. Client shall defend, indemnify and hold Vestorly harmless against any loss, damage or costs (including reasonable attorneys' fees) incurred in connection with Claims made or brought against Vestorly by a third party alleging that Client Data, or Client's use of the Services in violation of the Agreement, or Client's use of Third Party Data infringes the intellectual property rights of, or has otherwise harmed, a third party or violates any law or regulation; provided, that Vestorly (a) promptly gives written notice of the Claim to Client, (b) gives Client sole control of the defense and settlement of the Claim (provided that Client may not settle or defend any Claim without Vestorly's consent, unless Vestorly is unconditionally released of all liability), and (c) provides to Client, at Client's cost, all reasonable assistance.

  8. 8. Warranty and Disclaimer of Warranties; Limitation of Liability

    (a) Vestorly warrants to Client that Vestorly will perform the Services in a commercially reasonable manner. EXCEPT FOR ANY EXPRESS WARRANTY SET FORTH HEREIN, VESTORLY AND ITS THIRD PARTY PROVIDERS HEREBY DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES WITH REGARD TO THE SERVICES AND SOFTWARE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR QUALITY. VESTORLY AND ITS THIRD PARTY PROVIDERS MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE RELIABILITY, AVAILABILITY, TIMELINESS, SUITABILITY, ACCURACY, OR COMPLETENESS OF THE SERVICES OR THIRD PARTY DATA OR THE RESULTS CLIENT MAY OBTAIN BY USING THE SERVICES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, VESTORLY AND ITS THIRD PARTY PROVIDERS DO NOT REPRESENT OR WARRANT (i) THAT THE OPERATION OR USE OF THE SERVICES WILL BE TIMELY, UNINTERRUPTED, OR ERROR-FREE, OR (ii) THAT THE SERVICES WILL MEET CLIENT'S REQUIREMENTS. CLIENT ACKNOWLEDGES THAT NEITHER VESTORLY NOR ITS THIRD PARTY PROVIDERS CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. VESTORLY IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. EXCEPT WHERE EXPRESSLY PROVIDED OTHERWISE BY VESTORLY, THE SERVICES ARE PROVIDED TO CLIENT ON AN "AS IS" BASIS.

    IN NO EVENT SHALL VESTORLY BE LIABLE TO CLIENT, ITS END USERS, OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFIT OR GOODWILL OR PERSONAL INJURY, PROPERTY DAMAGE FOR ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ITS SUBJECT MATTER, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHERWISE, EVEN IF VESTORLY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL VESTORLY HAVE ANY LIABILITY TO CLIENT OR ANY OTHER PERSON FOR LOSS, DAMAGE OR DESTRUCTION OF ANY CLIENT DATA. VESTORLY'S MAXIMUM LIABILITY AND CLIENT'S SOLE REMEDY FOR DAMAGES SHALL BE LIMITED TO THE TOTAL FEES PAID BY CLIENT TO VESTORLY HEREUNDER DURING THE SIX MONTHS PRIOR TO AN ACT OR OMISSION GIVING RISE TO ANY POTENTIAL LIABILITY. THE PARTIES ACKNOWLEDGE THAT VESTORLY HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATION AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL CONTINUE IN EFFECT AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. WE DISCLAIM ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS THAT CLIENT MAY USE. YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE SUBSCRIPTION SERVICE TO YOU.

  9. 9. Confidential Information.

    The parties acknowledge that, in connection with this Agreement, each party will have access to confidential, proprietary and trade secret information concerning the other's business and customers, including the Applications, Services, Software and Client Data (Confidential Information). All Confidential Information shall remain solely the property of the disclosing party, and the recipient shall maintain and protect the confidentiality of such Confidential Information with the same degree of care used to protect its own Confidential Information, but in any event, no less than a reasonable degree of care. Except in performance of or as otherwise expressly permitted by this Agreement, no party shall duplicate in any manner another's Confidential Information or disclose the Confidential Information to any third party or to any of its employees or agents not having a need to know. Any disclosure to employees or agents shall be made pursuant to obligations of confidentiality that are at least as rigorous as the obligations provided herein. Each of the parties further agrees not to utilize another's Confidential Information for any purpose other than the performance of this Agreement or as otherwise expressly permitted hereby. The parties shall treat the existence and terms of this Agreement as confidential in accordance with this paragraph.

  10. 10.Miscellaneous.

    (a) Entirety. This Agreement sets forth the entire agreement of the parties with respect to the subject matter hereof. No provision of this Agreement may be explained or qualified by any prior or contemporaneous understanding, negotiation, discussion, conduct, or course of conduct, and, except as otherwise expressly stated herein, there is no condition precedent to the effectiveness of any provision hereof. No party has relied on any representation, warranty, or agreement of any person in entering this Agreement, except those expressly stated herein. The exchange of a fully executed Order Form and/or Software License Agreement by fax, email, or electronic signature shall be sufficient to bind the parties hereunder. Nothing in this Agreement constitutes the parties as partners or joint ventures. Neither party owes any fiduciary or other special duty to the other. This Agreement is made at arm’s length.

    (b) Assignment. Vestorly may assign its rights or delegate its obligations hereunder to any parent company or subsidiary company or subcontract any of its obligations hereunder without Client's consent. Client may assign its rights or delegate its obligations hereunder pursuant to a merger, consolidation, sale of all or substantially all of Client's assets, or like business combination, on notice to Vestorly.

    (c) Amendment. This Agreement cannot be amended, except by a writing signed by each party, or terminated orally or by course of conduct. No provision hereof can be waived, except by a writing signed by the party against whom such waiver is to be enforced, and any such waiver shall apply only in the particular instance in which such waiver shall have been given.

    (d) Remedy. Neither any failure or delay in exercising any right or remedy hereunder or in requiring satisfaction of any condition herein nor any course of dealing shall constitute a waiver of or prevent any party from enforcing any right or remedy or from requiring satisfaction of any condition. No exercise of any right or remedy with respect to a breach of this Agreement shall preclude exercise of any other right or remedy, as appropriate, subject to Section 8, to make the aggrieved party whole with respect to such breach or subsequent exercise of any right or remedy with respect to any other breach. Except as otherwise expressly provided herein, no statement herein of any right or remedy shall impair any other right or remedy stated herein or that otherwise may be available.

    (e) State of Authority. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its choice-of-law provisions. Each party to this Agreement consents and submits to the personal jurisdiction of any federal or state court situated in the City of New York, State of New York, and each party waives any objection based on lack of personal jurisdiction, improper venue, or inconvenient forum, with respect to any dispute, controversy or claim otherwise arising out of this Agreement. The losing party in any proceeding to resolve any dispute under this Agreement shall bear the legal expenses, including attorneys' fees and expenses, incurred by the prevailing party in connection with such proceeding and in collecting such fees and expenses from the losing party (including in proving the amounts of any of the foregoing).

    (f) Failure to Perform. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its choice-of-law provisions. Each party to this Agreement consents and submits to the personal jurisdiction of any federal or state court situated in the City of New York, State of New York, and each party waives any objection based on lack of personal jurisdiction, improper venue, or inconvenient forum, with respect to any dispute, controversy or claim otherwise arising out of this Agreement. The losing party in any proceeding to resolve any dispute under this Agreement shall bear the legal expenses, including attorneys' fees and expenses, incurred by the prevailing party in connection with such proceeding and in collecting such fees and expenses from the losing party (including in proving the amounts of any of the foregoing).

    (g) Notices. Vestorly may generally give notices applicable to Clients on its Services portal and specific notices to Client via Client's e-mail address or by first class mail or overnight courier at Client's address as set forth in Vestorly's records. Any notice by Client to Vestorly must be sent by certified or registered mail, return receipt requested, at 335 Madison Avenue, 3rd Floor, New York NY 10017.

    (h) Publicity. Vestorly shall have the right to use Client’s name, logos, trademarks, trade names, and service marks, whether registered or unregistered in its marketing materials and on its website.

  11. Schedule B

  12. Vestorly Services Use Policies

    Email Use and Anti-SPAM Policy

    This policy is incorporated by reference into Vestorly's End User Services Agreement, and all users of the Services must comply with this policy at all times.

    Vestorly has a zero tolerance policy regarding the sending of Unsolicited Commercial Email ("UCE", or "SPAM") using the Services. Any Client or End User violating this policy is subject to immediate suspension.

    Recipients of email messages sent using the Services are encouraged to report suspected violation of this policy by forwarding a copy of the received email to contactus@Vestorly.com. It is Vestorly's policy to catalog, investigate, and take appropriate action on all reports of abuse.

    Acceptable Use and Requirements for Bulk or Commercial Email

    Clients or End Users shall comply with all laws and regulations applicable to bulk or commercial email when using the Services, including without limitation all local or national laws applicable to the regions where Clients and End Users have business operations or where their email recipients are located (e.g., the United States CAN-SPAM Act of 2003.)

    In addition, Clients and End Users may not send any Unsolicited Email by use or means of the Services. "Unsolicited Email" is defined as email sent to persons other than: (i) persons with whom Client has an existing business relationship, OR (ii) any person who has consented to the receipt of such email, including publishing or providing an email address in a manner from which consent to receive email of the type transmitted may be reasonably implied.

    All Bulk or Commercial Email sent using the Services must include provision for recipients to revoke consent, i.e., to "opt out", of receiving future email contacts from the sender. Client shall either use the Unsubscribe tools supplied by default with the Services, or, if Client chooses to override the Vestorly default tools, Client shall have procedures in place to allow an email recipient to easily opt-out, such as an unsubscribe link in the body of the e-mail, or instructions to reply with the word "Remove" in the subject line. Client shall honor any and all such revocations of consent within 72 hours.

    Acceptable Use and Requirements for Bulk or Commercial Email

    Client shall be knowledgeable about and at all times compliant with all privacy and data protection laws applicable to its location and operations, such as, by way of example, the European Union Data Protection Directive and member state implementations thereof.