RollWorks Sales Automation Services Addendum
Effective April 21, 2020
To see our prior Sales Automation Services Addendum, click here.
This Sales Automation Services Addendum ("Addendum") supplements the NextRoll Terms of Service and, together with all applicable Service Addenda, Order Forms and Insertion Orders (collectively, the "Agreement"), governs Customer’s use of the Sales Automation Services. All capitalized undefined terms used in this Addendum shall have the same meanings assigned to them in the Terms of Service. If there is a conflict between this Addendum and the Terms of Service, this Addendum will govern with respect to the conflicting term only.
- Additional Definitions
- "Customer Contact Data" means email addresses from the Customer CRM Data.
- "Customer CRM Data" has the same meaning as the Terms of Service and does not include Licensed Contact Data.
- "Email Service Provider" means Customer’s own email service provider.
- "Licensed Contact Data" means information regarding an individual, such as an email address, first and last name, address or telephone number that is purchased by Customer in connection with the Contact Data Services.
- Description of Sales Automation Services
Customer may use the Sales Automation Services to send emails through an Email Service Provider. The emails may be derived from Customer CRM Data or Licensed Contact Data purchased under the Contact Data Services Addendum.
- Grant of Rights
Customer hereby grants to NextRoll an irrevocable, worldwide, non-exclusive, royalty-free, fully paid-up, royalty-free, transferable, and sublicensable license during the Term to read, access, collect, reproduce, store, and use any data (including Customer’s customer emails, any content therein and associated header information) that Customer (i) loads, (ii) gives access to via an authorization framework or API, or (iii) transmits to or enters into the Sales Automation Services, to the extent necessary for NextRoll to provide the Sales Automation Services. Customer agrees to provide any notices and obtain any consents from End Users that may be required in order to permit the foregoing.
- Customer Obligations
Customer further agrees and acknowledges as follows (please read the below, as it is important):
- NextRoll shall not be liable for any acts or omissions of the Email Service Provider.
- Customer is solely responsible for providing any headers, footers or other disclosures in emails as required by Applicable Law.
- Customer represents and warrants that it is and will continue to be solely responsible for obtaining all permissions (e.g., opt-in consent) from its End Users, as may be required by Applicable Law, to send emails to any Customer Contact Data or to permit any third party to send emails to Customer Contact Data on Customer’s behalf.
- If Customer receives an opt-out or unsubscribe request from an End User or becomes aware that either: (a) an End User has withdrawn applicable permissions; or (b) that any email addresses from Customer CRM Data is inaccurate, Customer will immediately remove such email address from the applicable Service and cease providing them to NextRoll.
- Customer shall deliver to and notify NextRoll of any applicable opt-out lists and Customer shall honor any reasonable specifications provided by NextRoll regarding integrating its opt-out list with NextRoll’s systems.
- Copywriting Service
If Customer elects Copywriting Services, then the following terms apply:
- Description of Copywriting Service. NextRoll will produce email marketing content using standard templates ("Email Copy") utilizing Customer Content ("Copywriting Service"). Customer approved Email Copy will constitute Customer Content, which NextRoll may use on Customer’s behalf for email marketing campaigns.
- NextRoll Intellectual Property. NextRoll will retain ownership of any underlying techniques, know-how, templates, and design methods or other intellectual property rights in the Email Copy.
- NextRoll Obligations. NextRoll acknowledges that the Email Copy shall be considered “work made for hire” as defined under U.S. Copyright law and shall be owned by, and for the express benefit of, Customer, and constitutes Customer Content. Customer (not NextRoll or any third party) shall be responsible for ensuring that the final Email Copy is accurate, error-free, and free of any infringing content; provided that, NextRoll shall provide Customer an opportunity to review and approve all such Email Copy prior to delivery.
- Additional Obligations Under Applicable Law
- In addition to Customer’s obligations under the Terms of Service, Customer shall be solely responsible for its use of Licensed Contact Data and Sales Automation Services and compliance with all Applicable Law, including without limitation: (i) Controlling the Assault of Non-Solicited Pornography And Marketing law in the U.S. ("CAN SPAM"), (ii) Canadian Anti-Spam Law ("CASL") and (iii) Australian Spam Act 2003, as well as any other applicable national, provincial, state or local laws and regulations relating to privacy, data protection, marketing and electronic communications.
- To the extent permitted by Applicable Law, for purposes of CAN SPAM, CASL or similar laws in other jurisdictions, Customer agrees it is the sole sender or initiator of the emails sent by Email Service Provider using the Licensed Contact Data.
- While NextRoll may provide tools and Documentation designed to help Customer comply, this does not discharge Customer of its legal obligations to comply with applicable privacy, anti-spam and direct marketing laws. It is Customer’s responsibility to seek independent legal advice on how to comply with these laws.
- Canada Use Restrictions. Without limitation, Customer agrees not to use any Licensed Contact Data (including email addresses) to send or instruct NextRoll to send any marketing emails to a resident or business of Canada (whether for “D2C” or “B2B” purposes), unless it has a current and ongoing business relationship with such resident or business and unless such email otherwise complies with CASL.