Terms of Service

Effective: January 1, 2015 Last Updated: November 2, 2018

 

This Terms of Service constitute a binding agreement entered by and between a Customer or free Trial User and Woodpecker.co Sp. z o. o. (henceforth referred to as “Woodpecker”, “We”, “Us” or related capitalized term), residing in Europe – Poland – Wroclaw, at ul. Krakowska 29D, zip code: 50-424, registered in Poland in the National Court Register by Wrocław Regional Court VI Commercial Dept. 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 to access or use Woodpecker Service, You agree to be bound by this Agreement. By accepting these Terms, You warrant that You are at least eighteen (18) years old and may lawfully enter into and form binding legal contracts.

If You are entering into this Agreement on behalf of a company, organization or another legal entity, You are agreeing to this Agreement for that Entity and representing to Woodpecker that You have the authority to bind such Entity and its Affiliates to this Agreement, in which case the terms “Subscriber,” “You,” “Your” or related capitalized term herein shall refer to such 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 Our Services.

DEFINITIONS

“Service” means the services supplied by the Company to the Customer under the Agreement specified below at https://app.woodpecker.co 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 webpage and any subpages related to the main domain. Term Website shall also cover the Blog related to Woodpecker Service accessible at https://blog.wodpecker.co henceforth referred to as the “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 individual establishment of both parties.

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

“User or Customer” mean respectively any person who uses Woodpecker Service with the access to an active Account regardless of its type (Trial or Premium).

“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 or unsolicited messages sent over the Internet, typically to a large number of users, usually 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 a potential customer contacted by User. Such outreach takes place by Woodpecker Service.

“Subscription” means a model of payment accepted by Woodpecker. It implies that User can access the Service on the 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 and in line with Subscription Plans (“Premium Subscription”) or Trial – delivered upon free trial registration via https://app.woodpecker.co/signup (“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 a web-based application and Services dedicated to individuals, 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 constitutes a condition to use Services provided by Woodpecker and each User is obliged to do so before accessing Our Service.

3. Woodpecker reserves its right to refine features, modify functionality, suspend or terminate the Service or the Website. Such action may be taken without prior notice to the Customer if necessary from a business or a technical perspective.

4. We reserve the right to use Your company name as a reference for promotional purposes on the Website and in other communication with existing 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. We shall use Your company name only upon Your consent and at any point, You can withdraw the consent for Us to do so. Such notification may be delivered via email to [email protected].

5. Information, content design and methods accessible through the Services are protected by intellectual property rights (as, for example, trademarks). You shall not use, download, share such content, designs or information unless (1) You have rights to do so, (2) such content is explicitly designed to be shared.

ACCEPTABLE USE POLICY

1. This Acceptable Use Policy applies to Woodpecker Services accessible at https://app.woodpecker.co, Woodpecker Chrome plug-in extension and any URLs related to the domain or subdomain.

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

  • intentionally or unintentionally hinder the functioning of the Services, for example, by reverse engineering or hacking the Services, attempting to gain unauthorized access to the Services (or any portion thereof) 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, for example 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 legal transparency of Our Service, the User shall not send content which may be deemed to be malicious or inappropriate, as for example, 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 behaviors.

4. The User is obliged to obey to 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 User is responsible for the accuracy, legality and adequacy of data of Prospects entered into the Service, as well as for content shared through Woodpecker.

6. Users can upload documents, Prospects’ and Customers’ information, and other content to the Service. Users can then use the Prospects’ and the Customers’ information, as well as all the previously updated content to communicate with Customers and Prospects via email automated by the Service. 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 Users Process data through the Service. Upon using the Service, Users should abide by 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 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 User.

SERVICE FUNCTIONALITY DESCRIPTION

1. Woodpecker allows the User 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 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 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 a discretionary power of a User.

2. Within one Account, the User can integrate one email account which the emails will be sent from. For the second and each next email account integrated within one Woodpecker Account, the user will be charged the amount for another seat according to their current Pricing Plan.

3. After setting up the Account, the 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 User opts in for a “Premium Subscription” to Woodpecker, he or she becomes a “Premium User” and their Account will be referred to as “Premium Account”.

GDPR COMPLIANCE

1. Woodpecker stays compliant with GDPR (General Data Protection Regulation) and obliges the Users of the Service to respect the principles of the regulation when processing Personal Data of EU citizens. Please find more details about how Woodpecker complies with GDPR and what actions You should take as the User in order to be compliant with it as well in Our GDPR Compliance. The GDPR Compliance document should be treated as an inherent part of these Terms.

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

3. Upon access to Your data:

a. User shall always have the right to access their personal data in order to exercise their right to change it. The detailed description on how to change Your data or ask for its removal can be can be found in Our Privacy Policy.
b. Woodpecker will not access or modify any piece of data or content, unless it is necessary to provide the Service to its users, prevent or resolve technical problems, or at the User’s request with regard to support matters. Woodpecker will not disclose any part of its Users data or content, except as described in the Privacy Policy and the present Terms.

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. Users will not be charged during the 14-day free Trial period, unless they opt in for a Premium Subscription before the day on which their free Trial expires. Woodpecker does not require any payment information from the Users who wish to start the free Trial.

2. User will be charged for all types of Premium Subscription.

3. As Woodpecker’s Premium User, 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.

4. Woodpecker collects payments via Braintree or PayPal services and may not access any sensitive credit card credentials on its own. All payments are processed by the external, third-party services mentioned, to ensure high-security standard.

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

6. Premium Subscription is valid for an unspecified period of time. Either of the sides can terminate the Agreement without giving a reason. Upon the termination, the User will be able to access their Woodpecker Account for the period which has been covered by the last payment.

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

8. Once canceled, 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 12 or more months, We may treat Your Account as inactive and permanently delete the Account and all the data associated with it.

9. All amounts paid are non-refundable and We reserve the right to change Our prices in the future. If We do change prices, We will provide a notice of the change on Our Website or in an email to You, at Our option, at least 30 days before the change is to take effect regarding Your use of Woodpecker. Your continued use of Woodpecker after the price change becomes effective and it states for Your Agreement to pay the changed amount.

10. The only exception 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 these Terms or Our Privacy Policy.

11. Complaints about wrongdoing can be filed via e-mail address: [email protected]  Such complaints will be considered within 15 business days.

USER AND WOODPECKER RIGHTS

1. As Woodpecker, We reserve the proprietary rights including patents, trademarks, Service marks, and copyrights. As the User, You pledge to respect Our proprietary 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 from Woodpecker. We may view the content You enter to Woodpecker in case We need to solve a technical or functional issue or in case We suspect that You may violate the Terms of Use.

2. As the User, You represent and warrant that You either own or have permission to use all of the content You include in the messages sent from Woodpecker. Woodpecker does not take responsibility for any of the text, numerical data, graphic materials, links and other kinds of content stored by Users within their Accounts or sent to their Prospects and Customers. You retain ownership of the materials You upload to Woodpecker. We may use or disclose Your materials only as We describe so in these Terms and Our Privacy Policy.

LIABILITY

1. Woodpecker does not guarantee compatibility of offered Services and products with other producers’ software. The User will bear responsibility for the choice and consequences following the use of other software, including its applicability to User’s objectives.

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 will Woodpecker, its directors, members, employees or agents 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. the Website, 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 taken in connection with the Subscription, copyright or other intellectual property owners;
c. any damage to any 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 net failure or any other technical or other malfunction, including, without limitation, damages for lost profits, loss of goodwill, loss of data, stoppage, accuracy of results, or computer failure or malfunction, even if foreseeable, or even if Woodpecker 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

1. All disputes arising of or in connection with Woodpecker Service will be primarily resolved amicably.

2. If such resolution is impossible, law of country of registration of Woodpecker shall prevail.

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