Terms of Service

Effective: January 1, 2015 Last Updated: February 09, 2021

 

This Terms of Service, along with the Privacy Policy and Security 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 Sp. z o. o. (hereinafter  referred to as “Company”, “Woodpecker”, “We”, “Us”), with its registered office in  Poland – Wroclaw, at  Krakowska 29D street, zip code: 50-424, entered into the  National Court Register by Wrocław Regional Court VI Commercial Department under the number: KRS 0000563751, having tax identification number (NIP) and VAT number: PL 8992769178.

 

By accepting this Agreement, either by accessing or using Woodpecker Service, authorizing or permitting any of Your co-workers, employees, partners to access or use Woodpecker Service, You agree to be bound by this Agreement. By accepting this 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 represents to Woodpecker that You have the authority to bind this company, organization or another legal entity and its affiliates with the Agreement and are lawfully able to enter into contracts., In this case the terms “Customer”, “User”,” “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 may not use any of Woodpecker Services.

DEFINITIONS

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

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

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

“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 Woodpecker Service accessible at https://blog.wodpecker.co hereinafter referred to as “Blog”.

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

“Agency” means a Customer who activates an additionally paid module in the Service that allows for creating and connecting subaccounts under the Agency’s Account and enabling the Agency’s clients using the Service as Customers and or Users through the Agency’s Account.

“Agency panel” is the Agency’s Account that enables to manage subaccounts within the Agency’s 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 (The General Data Protection Regulation – GDPR).

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

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

“Customer” means any person or entity who uses Woodpecker’s Service with an admin’s permissions and has access to an active Service Account regardless of its version (trial or premium).

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

“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.

“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.

“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.

“Subscription” means a model of payment offered by Woodpecker that implies that Customer and/or User can access the Service on a yearly or monthly basis upon recurring payment triggered automatically each month unless We receive a prior explicit written notice not to charge. Woodpecker Subscription may be either Premium – delivered upon payment (“Premium Subscription”) or Trial – free of charge (“Trial Subscription”).

“Pricing Plan” means a model according to which the User will be charged by Woodpecker. Types of Pricing Plans are available at https://woodpecker.co/pricing/

GENERAL STATEMENTS

1. Woodpecker provides web-based Services dedicated to individuals, businesses, teams, and organizations that use outbound email outreach for business-to-business (B2B) prospecting purposes or building B2B partnerships.

2. Accepting these Terms of Service along with other required legal documents constitutes a condition to use Services provided by Woodpecker and each Customer and/or User is obliged to do so before accessing Our Service.

3. Woodpecker reserves its right to refine or change features, modify functionality, suspend or terminate the Service or the Website. Such action may be taken without prior notice to the Customer and/or User.

4. You grant the Woodpecker non-exclusive, territorially unlimited right for an indefinite period to use any of Your intellectual property (including trade-marks or service-marks) and company name and display it on the Woodpecker’s Website for promotional purposes. We reserve the right to use Your intellectual property and company name as a reference for promotional purposes on the Website and in other communication with existing Woodpecker’s Customers and/or users or potential Woodpecker users. For instance, We might list Your company on one of Our web pages on one of the lists of Woodpecker Customers or Users., You can withdraw the consent for Us to do so. Such notification may be delivered via email to [email protected]

5. All information, content, design and methods accessible through the Services as well as through Our Website are subject to the intellectual property rights (as, for example, copyright and trademarks law) and are protected as so. You shall not use, download, share such content, designs or information for purposes other than related to using the Services unless You have Our written consent to do so.

ACCEPTABLE USE POLICY

1. This Acceptable Use Policy applies to Woodpecker Services delivered by Us, Woodpecker Chrome plug-in extension and any URLs related to the main domains or subdomains.

2. To ensure proper 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:

  • 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;
  • overcross API requests limit causing downtime to the Service or hindering its partial operational ability;
  • 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. To ensure legality and  transparency of Our Service, the Customer and/or User shall not send via the Service content which may be deemed to be malicious illegal or inappropriate, including but not limited to:

  • content deemed to be SPAM, Spoofing, Phishing;
  • content related to pornography, sexual content, content displaying images or texts objectively recognized as offensive or cruel;
  • content related to racism, xenophobia, discrimination, hate speech, incitement to violence;
  • content related to or inciting to fraudulent behaviours.

4. The Customer and/or User is obliged to comply with this Terms of Service and subsequent documents constituting the Agreement. Woodpecker reserves its right to permanently delete the Account of a person who violates this Agreement, without any prior notice and shall have no responsibility for any costs arising of the result of such deletion.

5.  The Customer and/or User is responsible for the accuracy, legality and adequacy of data of Prospects entered into the Service, as well as for 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, 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 they upload to 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 abide the law of their native 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:

  • as required by applicable law, provide notice to its Prospects and obtain consent if required to outreach to the persons;
  • be responsible for its employees, representatives, affiliates that have access to the Services;
  • comply with any limitations or restrictions set forth in this Agreement;
  • use the Services only in compliance with applicable law both national and international including court orders.

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.

SERVICE FUNCTIONALITY DESCRIPTION

1. Woodpecker allows Customers and/or Users to send “Opening Emails” 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 Email. 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 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, the Customer and/or User has the right to a 14-day free Trial period which involves free access to all currently available Woodpecker features and functions for the period of 14 days, yet at the same time includes the limit of 150 emails (including both Opening Messages and Follow-ups) sent during the free Trial period. As the Customer and/or User opts in for a “Premium Subscription” to Woodpecker, they become a “Premium User” and their Account will be referred to as “Premium Account”.

 

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 the 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 Woodpecker must be sent within the scope of B2B relations and must not be sent to Prospects who verbally 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.. The Customer and/or User has the right to access its Personal Data, receive a copy of it, the right to rectify, delete Personal Data, limit Personal Data processing, object to 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. We 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 the Terms of Service.

4. We reserve our right to contact you within 6 months after the end of your paid subscription or trial to present you our product updates and new benefits encouraging you to restore the subscription. You are entitled to opt-out from such communication by contacting via [email protected]

5. We process the following types of data as a data controller: Customers Personal Data, Users Personal Data and Agency’s Personal Data (if applicable) i.e. name, last name, email address, contact details, billing information.

6. Customer processes the following types of data as a data controller: any 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. 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. We processes the following types of data as a data processor: any 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

TECHNICAL ACCESS REQUIREMENTS

1. Woodpecker may be accessed by:

a. PC, minimal operating system Windows XP
b. MAC, minimal operating system OSX 9 Recommended browsers: Chrome, Firefox, or Safari.

2. Woodpecker shall not be responsible for any difficulties concerning operational functionality on browsers and systems different than the one listed above. In case of any clarification as far as technical details are concerned, please contact [email protected].

PAYMENTS, TERMINATION AND REFUND POLICY

1. Customers and/or Users will not be charged during the 14-day free Trial period,

2. Fees are charged after the Customer and/or User opts in for a Premium Subscription.

3. Woodpecker does not require any payment details from the Customer and/or User who wish to start the free Trial.

4. Customer or User will be charged for all types of Premium Subscription.

5. As Woodpecker’s Premium Subscription Customer You agree to pay Woodpecker the amount that is specified in the applicable Pricing Plan, and You authorize Woodpecker to bill Your payment instrument in advance on a periodic basis in accordance with such Terms. If You dispute any charges, You must let Woodpecker know within sixty (60) days after the date that Woodpecker invoices You.

6. Woodpecker collects payments via Braintree or PayPal services and has no access to any sensitive credit card credentials on its own. All payments are processed by the mentioned external, third-party service providers, who ensure high-security standards.

7. Subscription may be paid on a monthly or yearly basis. Current pricing details are accessible on Our Pricing Plan at https://woodpecker.co/pricing/

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

9. The Agreement between the Customer and Woodpecker may be terminated upon written request delivered via email to [email protected] To avoid further billing charges, the Customer shall deliver such notice at least 5 working days before the next billing cycle.

10. Once cancelled, We may permanently delete Your Account and all the data associated with it, including Your emails from Woodpecker. In case of no login to the Account for at least 12 We may treat Your Account as inactive and permanently delete the Account and all the data associated with it.

11. All amounts paid during the Subscription are non-refundable. We reserve the right to change Our prices during the term of this Agreement. If We do change prices, We will provide notice of the change – at Our discretion – on Our Website or via email to You, at least 30 days before the change is to take effect regarding Your use of the Service. To continue to use the Service after the price change becomes effective and constitutes Your consent for the amended amount.

12. The only exception from being non-refundable is when Woodpecker cancels Your Account without cause. In such a case, Woodpecker will refund a prorated portion of Your monthly prepayment. Woodpecker will not refund the payment if there is a cause for the Account cancellation, such as a violation of this Terms of Service or Our Privacy Policy.

13. Complaints can be filed via e-mail address: [email protected]

USER AND WOODPECKER RIGHTS

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 an exclusive interest in and ownership of its Intellectual Property. The Customer and/or User is obliged to respect Company’s  Intellectual Property rights whether using the Service, the Website, or the Blog. You may only use Our brand assets with Our consent. We reserve the right to review email campaigns sent via the Service. We may view the content You enter to the Service in case We need to solve a technical or functional issue or in case We suspect that You may violate the Agreement. . Furthermore, Woodpecker reserves its right to limit data retention time in case of Accounts with no active sending for more than 12 months. Accounts and Sub-accounts with no active sending for more than 12 months may be scheduled for deletion. Furthermore, in the case of Sub-accounts and no active sending for more than 2 months, Woodpecker reserves its right to switch the Sub-account into inactive mode.

2. 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.

LIABILITY

1. Woodpecker does not guarantee compatibility of offered Services with the software of other providers. The 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 of 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, copyright or other intellectual property owners;

c. 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).

CHOICE OF LAW

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

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

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

<< back to Home