Terms and Conditions – Dedicated Email Campaign
1. Ordering, Fees and Taxes
Fees are due at purchase unless otherwise agreed in writing. All fees are non-refundable except where required by law. Prices exclude applicable taxes, which will be added where required.
2. Scope of Service
The service consists of creating and distributing one dedicated email campaign sent exclusively to a targeted segment of the Xtalks community. One purchase corresponds to one email campaign deliverable. The client provides content and image assets, and Xtalks formats, schedules, and deploys the email. Audience segmentation is performed according to the client’s specified criteria, subject to availability within the Xtalks membership database.
3. Delivery and Scheduling
Xtalks will deploy the dedicated email campaign on the mutually agreed-upon send date, provided all required content, assets, and approvals are received by the specified deadlines. Scheduling is subject to availability on the Xtalks email calendar.
4. Cancellations and Rescheduling
Once a send date has been confirmed, cancellation requests must be submitted in writing. If Xtalks is unable to secure a replacement client for the reserved slot, the client will forfeit all fees paid for that campaign. If Xtalks, at its sole discretion, is able to reassign the slot to another client, a partial credit or rescheduled date may be offered. Any rescheduling is subject to Xtalks’ availability on the email calendar and may require payment of additional fees.
5. Customer Responsibilities
You are responsible for providing the content, logos, images, branding guidelines, and destination URLs needed to prepare the email campaign. You represent and warrant that you have all rights, permissions, and consents needed for Xtalks to use, distribute, and transmit the content. You will not submit content that is unlawful, infringing, misleading, or that contains sensitive personal data, protected health information, or prohibited claims.
6. Acceptable Use and Prohibited Content
You agree not to submit email content that is illegal, defamatory, harassing, misleading, obscene, or otherwise objectionable. Xtalks may refuse, remove, or require modification of any content that, in its sole discretion, does not comply with these Terms or Xtalks’ editorial standards.
7. Rights in Deliverables and Background IP
As between you and Xtalks, you retain ownership of your email content and assets. Xtalks owns all rights to its email platform, mailing lists, design templates, audience data, analytics, and distribution systems. Deployment of your dedicated email does not transfer ownership of the Xtalks audience or its data.
8. Limited License to Customer Content
You grant Xtalks a non-exclusive, worldwide, royalty-free license to use, reproduce, format, display, and distribute your content and assets solely for the purpose of creating, deploying, and reporting on the dedicated email campaign under these Terms. Xtalks will not use your content for any other purpose without your written consent.
9. Review Window and Approval
Xtalks will provide a formatted draft of the email for client review prior to deployment. Up to two rounds of revisions are included. Clients who do not provide approval by the specified deadline authorize Xtalks to deploy the most recently provided or approved version of the campaign. Additional revisions beyond the included scope may be subject to additional fees.
10. Performance Data and Reporting
Xtalks will provide a post-campaign performance report including delivery statistics, open rates, click-through rates, and URL-level engagement. Performance data is provided for transparency and reporting purposes only.
11. Disclaimer on Results
While dedicated email campaigns can support visibility, engagement, and lead generation, Xtalks does not guarantee any specific results such as audience size, open rates, click-through levels, lead volume, conversion rates, or business outcomes from the campaign.
12. Deletion and Retention
Upon written request, Xtalks will delete customer-provided assets and working files within 30 days, except where retention is required by law or to resolve a dispute. Campaign performance data and reports may be archived by Xtalks for quality and audit purposes for up to 12 months.
13. Confidentiality
Each party will keep the other party’s non-public information confidential and will use it only to perform under these Terms, except as required by law.
14. Limitation of Liability
To the maximum extent permitted by law, Xtalks will not be liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits or revenues arising from the campaign.
15. Indemnification for Customer Content
You will defend and indemnify Xtalks from claims, damages, liabilities, costs, and expenses arising from the content you provide, including claims that the email infringes third-party rights, makes misleading claims, or violates privacy or data protection laws.
16. Force Majeure
Neither party is liable for delay or failure caused by events beyond its reasonable control, such as natural disasters, war, acts of government, labor disputes, utility failures, or internet outages. The affected party will use commercially reasonable efforts to mitigate the impact.
17. Governing Law and Venue
These Terms are governed by the laws of Ontario and the federal laws of Canada applicable in Ontario. The parties submit to the exclusive jurisdiction of the courts located in Toronto, Ontario.
18. Privacy Policy
Your use of the service is also governed by the Xtalks Privacy Policy, which explains how we collect, use, and protect personal information. By purchasing and using the service, you acknowledge and agree to the Privacy Policy.
19. General Terms
These Terms, together with any order confirmation or invoice, contain the entire agreement between the parties for the service and supersede any prior agreements on this subject.