Terms of Service

Effective: January 1, 2015, Last Updated: November 20, 2024

This Terms of Service, along with the Privacy Policy and General Data Protection Regulation EU 2016/697 Compliance Statement constitute a binding “Agreement” established by and between a Customer and/or User (hereinafter referred to also as “You”), and Woodpecker.co S.A. (hereinafter referred to as “Company”, “Woodpecker”, “We”), with its registered office in Poland – Wroclaw, at Krakowska 29D street, zip code: 50-424, entered into the National Court Register by District Court for Wrocław – Fabryczna, VI Commercial Department, under the number: KRS 0000896179, having tax identification number (NIP): PL 8992769178.

By accepting this Agreement, either by accessing or using Woodpecker’s Service, authorizing or permitting any of Your co-workers, employees, partners to access or use Woodpecker’s Service, You agree to be bound by the Agreement. By accepting the Agreement You warrant that You are at least eighteen (18) years old and may lawfully enter into contracts and form binding legal obligations.

If You are entering into this Agreement on behalf of a company, organization or another legal entity, You represent and warrant that You have the legal authority to bind this company, organization or another legal entity and its affiliates by the Agreement and that You are lawfully entitled to enter into contracts. In this case, the terms “Customer”, “User” (where applicable), “You”, “Your” shall refer to such company, organization or another legal entity and its affiliates. If You do not have such authority, or if You do not agree with this Agreement, You must not accept this Agreement and shall not use any of Woodpecker’s Services.

DEFINITIONS

All capitalized terms used herein will have the meanings set forth below:

“Account” means the access to the Service enabled with personalized login and password.

“Agency” is a Customer who activates an additionally payable module in the Service that allows for creating and connecting sub-accounts under the Agency’s Account as well as enabling the Agency’s clients to use the Service as Customers and/or Users through the Agency’s Account.

“Agency Account” is the Agency’s account in the Service that enables the management of sub-accounts within the Agency’s Account.

“Agreement” means this Terms of Service, Privacy Policy as well as General Data Protection Regulation EU 2016/697 Compliance Statement. The Agreement may be extended to cover Non–Disclosure Agreement or Data Protection Addendum upon individual establishment of both Parties.

“Customer” means any person or entity who uses Woodpecker’s Service, has access to an active Service Account regardless of its version (Trial or Premium) and has the admin’s permissions within the Account.

“Personal Data” means personal data within the meaning of the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (hereinafter referred to as – “GDPR”).

“Phishing” means the fraudulent practice of sending emails purporting to be from reputable companies in order to induce individuals to reveal personal information, such as passwords and credit card numbers.

“Pricing” means the payment rules and price at which Service shall be provided to the Customer as defined in https://woodpecker.co/pricing/ or agreed with the Customer separately.

“Prospect” means the person to whom the cold email campaign is being sent by the Customer and/or User with the Woodpecker’s Service usage.

“Service” means services developed, supplied and maintained by the Company to the Customer and/or User under the Agreement available via at https://app.woodpecker.co or https://app.usewoodpecker.com and provided in a form of a web application accessible online.

“Spoofing” means a fraudulent or malicious practice in which communication is sent from an unknown source disguised as a source known to the receiver.

“SPAM” means irrelevant and/or unsolicited bulk messages sent over the Internet communication channels, typically to a large number of contacts with no prior consent obtained from the addressees. SPAM is usually sent for the purposes of advertising, phishing, spreading malware content.

“Sub-account” means an account connected to Woodpecker under the Agency Account.

“Sub-processor” means any person or entity appointed by or on behalf of the processor to conduct actions on Personal Data processing.

“Subscription” means a model of payment offered by Woodpecker that implies that Customer and/or User can access the Service on a recurring basis upon recurring payment triggered automatically unless the Customer resigns from the Subscription.. Woodpecker Subscription may be either Premium – delivered upon payment and in line with the Pricing (“Premium Subscription”) or Trial – delivered temporarily upon free trial registration via https://woodpecker.co/signup (“Trial Subscription”).

“User” means any person who uses Woodpecker’s Services with the access granted by the Customer.

“Website” means the https://woodpecker.co, https://usewoodpecker.co and any subpages related to the main domains. Term Website shall also refer to the Company’s Blog related to Service accessible at https://blog.wodpecker.co hereinafter referred to as “Blog” and Woodpecker Academy available via http://woodpecker.co/academy/ hereinafter referred to as “Academy”.

GENERAL STATEMENTS

1. Intellectual Property. Except for rights expressly granted under this Agreement, nothing in this Agreement will function to transfer any of Woodpecker’s Intellectual Property rights to the Customer and/or User, and Woodpecker will retain exclusive interest in and ownership of its Intellectual Property.

2. The Customer and/or User is obliged to respect the Company’s Intellectual Property rights whether using the Service, or the Website. You may only use Our brand assets with Our consent. We reserve the right to review email campaigns sent via the Service.

3. We may view the content You enter into the Service in case We need to solve a technical or functional issue or in case We suspect that You may violate the Agreement.

4. Furthermore, Woodpecker reserves its right to limit data retention time in case of Accounts with no active sending for more than 6 months. Accounts and Sub-accounts with no active sending for more than 6 months may be scheduled for deletion. Furthermore, in the case of Sub-accounts and no active sending for more than 5 months, Woodpecker reserves the right to switch the Sub-account into inactive mode.

5. Furthermore, Woodpecker reserves the right to limit the storage time of email messages stored in the system to a period of 6 months from the receipt of the email message. Importantly, all received e-mails will still be available on The Customer’s and/or User’s servers. This policy ensures optimal use of inbox capacity and that when deleting emails from the Woodpecker system after a specified period of time, The Customer and/or User will retain access to their emails via their own servers.

6. Customer and User represent and warrant that they either own or have the right to use all of the content they include, upload, or send via the Service. Woodpecker shall not be responsible for any of the data, text, numerical data, graphic materials, links, and other types of content uploaded, stored by Customers and/or Users within their Accounts or sent to their Prospects. The Customer and/or User retains ownership of all materials uploaded to the Service. Such materials can be disclosed by the Company only as described in this Terms of Service and Privacy Policy.

POLICY OF MUTUAL RESPECT

1. This Agreement prohibits the use of offensive or/and obscene speech and acts that constitute discrimination both in the content created or in any other form used via Service as well as towards any employee, agent, representative or any other person related to Woodpecker.

2. The protected grounds are: age; ancestry, colour, race; citizenship; ethnic origin; place of origin; creed; disability; family status; marital status (including single status); gender identity, gender expression; receipt of public assistance (in housing only); sex (including pregnancy and breastfeeding); sexual orientation.

3. Any speech regardless of written or spoken directed towards Woodpecker employees, representatives of affiliates (including but not limited to any jokes, comments) on the issues mentioned in point 2 shall not be accepted. The parties to this Agreement undertake to respect human rights and the principles of social coexistence.

4. The breach of the Agreement within the scope of point 1 justifies the immediate cessation of the provision of maintenance services and may result in the termination of the Agreement with immediate effect. In such a situation, the Customer is not entitled to any reimbursement of costs resulting from the breach of the Agreement concluded with Woodpecker based on the above-mentioned provisions.

ACCEPTABLE USE POLICY

1. This Acceptable Use Policy applies to Woodpecker Services, Woodpecker Chrome plug-in extension, and any URLs related to the main domains, all subdomains, Blog, and Academy.

2. To ensure proper functioning and maintenance of the Service, the Customer and/or User shall not misuse the Service and as a consequence, the Customer and/or User is obliged not to:

a. intentionally or unintentionally hinder the functioning of the Service, for example, by reverse engineering or hacking the Services, attempting to gain unauthorized access to the Services (or any of its portion) or related systems, networks or data, cause adversary impact on the Woodpecker’s domain or IP reputation or affect in any adversary manner the relation of Woodpecker with its third-party providers;

b. overcross API requests limit causing downtime to the Service or hindering its partial operational ability;

c. misrepresent or hide the data origin, content, or other information submitted to the Service, among others by Spoofing, Phishing, manipulating headers or other identifiers, impersonating anyone else, or access the Services via another User’s Account without their permission.

3. The Customer and/or User shall not send via the Service or share in any other manner content which may be deemed to be malicious, illegal or inappropriate, including but not limited to:

a. content deemed to be SPAM, Spoofing, Phishing;

b. content related to pornography, sexual content, content displaying images or texts objectively recognized as offensive or cruel;

c. content related to racism, xenophobia, discrimination, hate speech, incitement to violence;

d. content related to or inciting fraudulent behaviors.

4. The Customer and/or User is obliged to comply with this Terms of Service and subsequent documents constituting the Agreement. Woodpecker reserves the right to permanently delete or temporarily suspend the Account of a person who violates the Agreement, violates legal requirements and obligations or company security or is otherwise subject to sanctions or other business restrictions without any prior notice and shall have no responsibility for any costs arising out of the result of such deletion or suspension. Furthermore, Woodpecker reserves the right not to renew the Subscription for of the Customer that fulfill the conditions as listed above.

5. The Customer and/or User is responsible for the accuracy, legality, and adequacy of data entered into the Service by the Customer and/or User, data entered into the Service by Prospects, as well as for every content shared through the Service.

6. Customers and/or Users can upload documents, Prospects’ information, and other content to the Service. Customers and/or Users can then use the Prospects’ information (including Personal Data), as well as all the previously updated content to communicate with Prospects via email automated by the Service. Customers and/or Users retain all rights to all the data and content uploaded into the Service and are fully responsible for it.

7. Woodpecker shall have no responsibility for how Customers and/or Users process data (including Personal Data) inserted and gained through the Service. Upon using the Service, Customers and/or Users should obey the law of their country, as well as the law of the countries they send their emails to.

8. As a condition of using the Service the User shall:

a. as required by applicable law, provide notice to its Prospects and obtain consent if required to outreach to the persons;

b. be responsible for its employees, representatives, and affiliates that have access to the Services;

c. comply with any limitations or restrictions set forth in this Agreement;

d. use the Services only in compliance with applicable law both national and international including court orders (if applicable).

9. The Customer and/or User is responsible for secure storage of passwords and logins leading to the Accounts related to the Service. Woodpecker shall have no responsibility arising out of reckless or negligent credentials storage by the Customer and/or User.

10. As a condition of using the Service, initial integration with Mailivery is required, which includes the activation of the warm-up add-on by default. The Customer and/or User have the option to disable this feature at any time during their use of the Service . This integration is designed to enhance deliverability and ensure optimal performance of the Service.

11. The Client and/or User using the Lead Finder declares that they are aware of the fact that the condition for using the Service is initial integration with Prospeo, People Data Labs, Datagma, Icypeas and Drop Contact which contain Prospects data. Using the Lead Finder is voluntary, if you do not accept the following terms please do not use from using this feature.

12. The Client and/or User using Domains declares that they are aware of the fact that the condition for using the Service is initial integration with Maildoso, which delivers domains and email accounts. Using Domains is voluntary. If you do not accept Maildoso’s terms please do not use Domains.

SERVICE FUNCTIONALITY DESCRIPTION

1. Woodpecker allows Customers and/or Users to send “Opening Messages” which are the messages starting a conversation with a Prospect, as well as “Follow-ups” which are reminder messages sent to Prospects in case they did not reply to the Opening Messages. The only internal Woodpecker limit concerning the number of messages sent a day is related to a minimum sending interval. However, the Customer and/or User should check the limits set by their email account provider and make sure they will not exceed that daily limit of sent messages (including the number of Opening Messages as well as Follow-ups). The number of messages sent per day may affect domain’s reputation and cause a potential loss in this regard. Woodpecker shall have no responsibility for such actions as the choice concerning sent content and sending speed is fully in the discretionary power of the Customer and/or User.

2. After setting up the Account, for the period defined by the Company, the Customer and/or User has the right to a Trial period which involves free access to all currently available Woodpecker features and functions (including both Opening Messages and Follow-ups). As the Customer and/or User opts in for a “Premium Subscription” to Woodpecker their Account will be referred to as “Premium Subscription”. The Service is then chargeable in terms determined in the Pricing.

3. Woodpecker also provides an Experts Program accessible through https://woodpecker.co/experts/ where a User or website visitor can contact the Experts in order to establish cooperation (“Expert Program”). Woodpecker is not responsible for the actions of any individual or legal entity that can be contacted through the above-mentioned subpage. By using the contact form available on the Experts subpage, you consent to the transfer of your data, including personal data, to the selected Expert. The use of the form is voluntary.

GDPR COMPLIANCE

1. Woodpecker stays compliant with GDPR and expects Customers and/or Users of the Service to respect the principles of the GDPR while processing the Personal Data of EU citizens. More details about how Woodpecker complies with GDPR and what actions You should take as the Customer and/or User to be compliant with it in Our “GDPR Compliance”.

2. All content sent from Customers and/or Users’ via Woodpecker’s Service must be sent within the scope of B2B relations and must not be sent to Prospects who expressed their wish to be excluded from further correspondence.

3. Access to Customer and/or User data (including Personal Data).

a. Customer and/or User has the right to access their Personal Data in order to exercise their right granted by the GDPR. Customer and/or User has the right to access their Personal Data, receive a copy of it, to rectify, delete Personal Data, limit Personal Data processing, object to Personal Data processing and transfer, lodge a complaint with the supervisory body and the right to withdraw consent (if given) to the processing of Personal Data. A detailed description of how to change Your data (including Personal Data) or ask for its removal can be found in Our Privacy Policy.

b. Woodpecker will not access or modify any piece of data (including Personal Data) or content unless it is necessary to provide the Service, prevent or resolve technical problems with the Service operation or at the Customer’s and/or User’s request with regard to support matters. Woodpecker will not disclose any part of its Customers and/or Users’ data (including Personal Data) or content, except as described in the Privacy Policy and this Terms of Service.

4. We reserve the right to contact You within 6 months after the end of Your Premium or Trial Subscription to present you our Service updates and new benefits. You are entitled to opt out from such communication by contacting Us via [email protected]

5. Woodpecker processes the following types of data as a data controller: Customers’ Personal Data, Users’ Personal Data and Agencies’ Personal Data (if applicable) i.e. name, last name, email address, contact details, basic billing information on invoices and settlements.

6. Customer processes the following types of data (including Personal Data) as a data controller: any Prospects’ Personal Data that is inserted into or uploaded to the Service, any other Personal Data inserted into or uploaded to the Service notwithstanding that inserted by the Customer, User or Prospect. The Customer is obliged to process (including obtaining) Personal Data that they introduce into the Service in accordance with applicable law and the GDPR.

7. Woodpecker processes the following types of data as a data processor: Prospects’ Personal Data that are inserted into or uploaded to the Service, any other Personal Data inserted into or uploaded to the Service notwithstanding that inserted by the Customer, User or Prospect.

PAYMENTS, TERMINATION AND REFUND POLICY

1. Customers will be charged for the Premium Subscription in accordance with the Pricing available on the Website or as specified in any custom agreement between the Company and the Customer. Any billing based on an agreement shall explicitly indicate if it involves a change in the pricing model, and all payment arrangements should be construed in alignment with the Terms of Service.

2. The Customer is responsible for providing complete and accurate billing and contact information to us and notifying us of any changes to such information.

3. As Woodpecker’s Premium Subscription Customer You agree to pay Woodpecker the amount that is specified in the Pricing, and You authorize Woodpecker to bill Your payment instrument in advance on a periodic basis in accordance with this Terms of Service and the Pricing.

4. Woodpecker reserves the right, at its sole discretion, to modify the compensation structure with prior notice. This includes but is not limited to, circumstances such as the further development and expansion of the Services provided by Woodpecker.

5. You can also use Woodpecker’s prepaid Vouchers – the form of payment that allows You to prepaid for the Service you will use.

6. If You dispute any charges, You must let Woodpecker know within sixty (60) days from the date that Woodpecker invoices You.

7. As Woodpecker collects payments it may have limited access to the Customer’s billing information. All payments are processed by the external third-party service provider, who ensures high-security standards.

8. All payments must be made through non-cash transactions, facilitated electronically by external professional entities. The Customer acknowledges and consents to Woodpecker’s practice of exclusively sending invoices and payment reminders through electronic means. Electronic receipts for all payments will be managed and securely stored in the Customer’s Account.

9. Premium Subscription is valid for an unspecified period of time. Each party may terminate the Agreement without giving any reason. Upon the termination, the Customer and/or User will be able to access their Account for the period that has been covered by the last payment.

10. The Agreement between the Customer and Woodpecker may be terminated upon a written request delivered via email to [email protected]

11. The Customer may manage Trial Subscription or Premium Subscription directly from the Service delivered by the Company.

12. Once You cancel the Account in the Service We may permanently delete Your Account and all the data associated with it, including Your emails from the Service.

13. If a legal provision obliges us to do so We may process Personal Data despite the cancellation request.

14. If You do not log in to Your Account for at least 6 months We may treat Your Account as inactive and permanently delete the Account and all data associated with it.

15. We reserve the right to change Our prices and/or pricing models including the metric that You are charged for during the term of this Agreement. If We do change prices and/or pricing models including the metric that You are charged for We will provide notice of the change – at Our discretion – on Our Website or via email to You. To continue to use the Service after the price change becomes effective and constitutes Your consent for the amended amount.

16. All amounts paid during the Subscription are non-refundable. The only exception from being non-refundable is when Woodpecker cancels Your Account without a cause. In such a case Woodpecker may refund a prorated portion according to Your billing cycle. Woodpecker will not refund any payment if there is a cause for the Account cancellation, such as a violation of this Terms of Service or Our Privacy Policy.

17. If payment is not received by Woodpecker within the due date specified on the invoice or agreed otherwise between parties, and without prejudice to any other rights and remedies available to Woodpecker under this Agreement or by law, We may, without incurring liability to the Customer:
(i) Suspend access to all or part of the Services, including disabling the Customer’s password and limiting access to the Service. During the period of non-payment of the invoice(s), We shall have no obligation to provide any or all of the Services.

(ii) Impose interest charges from the day on which the payments are due, at a rate not exceeding the maximum legal rate allowable under applicable law.

18. The Customer is responsible for covering all taxes associated with their purchases under this agreement. All fees owed by the Customer must be paid without any entitlement to counterclaims or set-offs, and without any deductions or withholdings, except as required by applicable law. In cases where applicable law mandates a deduction or withholding, the Customer is responsible for ensuring that Woodpecker receives an amount equal to what it would have received without such deduction or withholding. Furthermore, all fees for the Services, as per the current price plan, unless otherwise agreed, will be adjusted to account for any applicable taxes.

USER AND WOODPECKER RIGHTS

3. We may view the content You enter into the Service in case We need to solve a technical or functional issue or in case We suspect that You may violate the Agreement.

7. Woodpecker reserves the right to use AI tools, including Meta Llama 3, to improve the Service we provide. This may include analyzing and processing data to enhance functionality, performance, and user experience. The Customer and/or User acknowledges and agrees that such AI tools may access, process, and analyze the content entered into the Service solely for the purpose of improving the Service. Woodpecker will ensure that the use of AI tools complies with applicable data protection regulations and maintains the data’s confidentiality and security.

LIABILITY

1. Woodpecker does not guarantee compatibility of offered Services with the software of other providers. Customer and/or User shall bear full responsibility for the choice and consequences following the use of other software in combination with the Service.

2. These Terms of Service are in lieu of all warranties, conditions, undertakings, terms, and obligations implied by statute, common law, trade usage, cause of dealing or otherwise, all of which are hereby excluded to the fullest point of law.

3. In no event and under no circumstances Woodpecker, its directors, members, employees or agents shall be liable to You for any direct, special, indirect, or consequential loss or damages, or any other damages of any kind, including but not limited to loss of use, loss of profits or loss of data, whether in an action in contract, tort (including but not limited to negligence) or otherwise in any way connected with:

a. Your use or inability to use the Website, the performance of the Website;

b. any errors or omissions in the Website’s operation; any action was taken in connection with the Service;

c. any errors or omissions in the Website’s operation; any action was taken in connection with the Service, copyright or other intellectual property owners;

d. any damage to any Customer’s and/or User’s computer, mobile device, or other equipment or technology including, without limitation, damage from any security breach or from any virus, bugs, tampering, fraud, error, omission, interruption, defect, delay in operation or transmission, computer line or network failure or any other technical or other malfunction, including, without limitation, damages for lost profits, loss of goodwill, loss of data, stoppage, the accuracy of results, or computer failure or malfunction, even if foreseeable, or even if parties have been advised of or should have known of the possibility of such damages, whether in an action of contract, negligence, strict liability or tort (including, without limitation, whether caused in whole or in part by negligence, higher power, telecommunications failure, or theft or destruction of the Service).

Compliance with Google API Services Policy

Our use and transfer to any other provider of information received from Google Accounts will adhere to Google API Services User Data Policy, including the Limited Use requirements.

We hereby state that Woodpecker shall not provide warming-up services for Google accounts.

CHOICE OF LAW

1. Parties agree that any disputes arising out of or in connection with this Agreement and the Service shall be resolved amicably.

2. Otherwise any disputes shall be solved by a court having jurisdiction over the registered office of the Company.

3. This Agreement shall be governed by, and construed in accordance with, the laws of Poland.

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