Services/Contract/Modifications: Promoboxx, Inc. (“Promoboxx” or “we”) provides access through its website at promoboxx.com (the “Site”) to tools and services (“Services”) that help promotion sponsors (“Sponsors”) produce and publish their sweepstakes, contests and promotions online (each, a “Promotion”). By using the Services or any tools or capabilities made available at the Site, you agree to be bound by the following terms, and you represent that (i) you have been authorized to accept these terms on behalf of your company (in which event “you” and “your” shall refer to you and your company), or (ii) you intend only to be personally bound to these terms of use.
Certain Site features or Services may require you to register separately or agree to additional or special terms of use, rules and fees. You agree to comply with these additional rules and terms of use, which are incorporated herein as to users of those special features. By using the Service, you also agree to the terms of the Promoboxx Privacy Policy (outlined in section I.6 below), which you can review at the following link: http://promoboxx.com/privacy.php
If you accept these terms on behalf of a company for whom you are authorized to act, you may use the Site and Services only on behalf of that company. If you intend to be personally bound only, use of the Site and Services is limited to your personal use. IF YOU ARE NOT SO AUTHORIZED OR DON’T AGREE TO THESE TERMS, YOU MAY NOT USE THE SITE OR SERVICES. By using the Services or any Site capabilities, you are creating a binding agreement between Promoboxx and you, as well as any company for whom you are acting.
This agreement can be modified at any time by Promoboxx by notifying users of the changes (which may be accomplished by posting a notice of amendment on the Site). YOUR USE OF THE SERVICES AFTER NOTICE CONSTITUTES YOUR ACCEPTANCE OF THE MODIFIED TERMS. IF YOU DO NOT AGREE WITH THE NEW TERMS, YOU ARE NOT PERMITTED TO CONTINUE USING THE SITE OR SERVICES.
The remainder of these terms of use is divided into three parts. Please read Part I, as it states General Terms Applicable to All Users and will apply to you regardless of your status. Then read Part II or III, depending upon whether you intend to be a Sponsor who will use the Site and Services to operate a Promotion (Part II) or you intend to enter and participate in a Promotion (Part III).
I. GENERAL TERMS APPLICABLE TO ALL USERS
1. License and Restrictions. Subject to these Terms, Promoboxx grants you a personal, non-transferable and non-exclusive right and license to access and use the Services, tools and capabilities made available through this Site only for your personal use and/or to promote and advertise your own business and the businesses of your customers. You agree that you may not sell, assign, sublicense, redistribute, resell, or otherwise transfer any right in our Services or Site unless that activity is expressly permitted or required by law or has been expressly authorized by Promoboxx in writing.
2. Code of Conduct:
- You will not post or distribute any materials that are abusive, libelous, defamatory, vulgar, profane,or obscene; or that are fraudulent or deceptive; or that violate anyone’s copyrights or other intellectual property; or that violate anyone’s confidentiality or privacy; or that harass, threaten, annoy, or are otherwise inappropriate.
- You will not post or transmit any improper advertising, such as chain letters and pyramid schemes; post or transmit any file that contains viruses, corrupted files, "Trojan Horses," or other contaminating or destructive features that may damage someone's computer; or take any action that imposes an unreasonably or disproportionately large load on our infrastructure or damages or disrupts the functioning of our systems or Services. We reserve the right to impose charges on any user or account holder whose use of our Site or Services we deem to be excessive.
- If you are accessing the Services on behalf of your company, you will comply with your company's online conduct and privacy policies. In no event will you upload or use our Site or Services with respect to private or confidential information you are not authorized to use in that manner, or which use may violate any laws.
- Unauthorized access to our Site is a breach of these Terms of Use and may also violate the law. You agree not to access our Site by any means other than through the interfaces we provide.
- You will not falsely identify the source of any communications or materials, deliberately mislead anyone as to your identity (including impersonating a representative of Promoboxx), use the Site to transmit unsolicited email, disclose material, non-public information about any company, or otherwise act contrary to law.
- You are responsible for statements made and actions taken through the use of your password. You agree to immediately notify us of any actual or suspected unauthorized use of your user name and password.
- You agree that all user feedback, data, comments, suggestions, information, text, data, software, sounds, photographs, audio, audiovisual, video, artwork, graphics, messages and other content of any nature that are transmitted to or via the Site (“Content”) are the sole responsibility of the person from which the Content originated. This means that you, and not Promoboxx, are entirely responsible for the Content you transmit through the Site. You also understand that by using the Site you may be exposed to Content that is offensive, objectionable or indecent and you agree not to hold us responsible.
3. Right to Terminate: We can terminate your access to the Site and Services, at any time, without prior notice and at our sole discretion, (i) for failure to pay any fees or charges due us in accordance with your contracts with us, (ii) for any other actual, apparent, threatened, or accused misconduct, or (iii) for any reason in our discretion.
4. Uploaded Materials: You represent that you will have the right to post or upload to our Site any Content that you do post or upload, and you hereby license us and other members and users to make unrestricted and perpetual use of any such Content you make available in a public area of the Site. You will indemnify us and any members who are sued, or who have claims made against them that they reasonably feel compelled to address, because you violate this representation or act to cancel the license.
5. Objectionable Content/Copyright Takedown: If you believe your rights have been violated by, or you otherwise object to, any posting, information or other Content on the Site, please contact us promptly so we can evaluate the claim and take appropriate action. If your objection relates to copyright infringement, please observe the following:
Therefore, if you believe that any of the Content or materials appearing on this Site contain infringements, please send a notice to us at the address below. Your notice should contain the following: a physical or electronic signature of a person (i.e., claimant) authorized to act on behalf of the copyright owner; identification of the copyrighted work claimed to be infringed; identification of the content or material claimed to be infringing; a reference or link to the infringing material or activity, or the subject of the infringing activity, including information to enable us to locate that material or reference; the address, telephone number or email address of the claimant; a statement that the claimant has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and a statement that the information in the notice is accurate and, under penalty of perjury, that the claimant is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Promoboxx’s designated agent to receive notification of claimed infringement is Ben Carcio, 179 Woodcrest Drive, Melrose, MA 02176, email:
, phone: 800-380-7502. This contact information is only for notices relating to copyright infringement; all other notices, comments, or other communications should be sent to the contact stated under “Communications” below.
6. Privacy Overview: If we ask you for personally identifiable information, we will tell you how we intend to use it. If not otherwise specified, we will only use this information to contact you about our and our partners’ offerings and services and new Site features. We will not share your personal information with third parties without your permission, except where required by law or law enforcement or in connection with a sale of the business. We use cookies and log files, but these do not disclose personally identifiable information. Please remember that any information you share in a public forum is available to all members and users. WE HAVE NO RESPONSIBILITY OR LIABILITY IF YOUR INFORMATION OR IDENTITY IS MISUSED OR STOLEN, OR IF YOU SUFFER HARM AS A RESULT OF YOUR VOLUNTARY DISCLOSURES. For further details, please review our PRIVACY POLICY.
7. Third Party Sites and Products: We may include links to third party sites or information about third party products or services, and our Service may contain third party software, components or features. You should check the terms of use and privacy policies of all sites you link to from our Site. WE DO NOT ENDORSE OR TAKE RESPONSIBILITY FOR THESE THIRD PARTY OFFERINGS; NOR DO WE VET OR TAKE RESPONSIBILITY FOR THE CONTENT OR POSTINGS OF OTHER USERS; NOR DO WE REVIEW OR TAKE RESPONSIBILITY FOR THIRD PARTY’S POLICIES ON DATA USE, DATA SECURITY, PRIVACY OR OTHER FEATURES OF THEIR SITES, PRODUCTS OR SERVICES.
8. Disclaimer and Limitation of Liability: OUR SITE, AND ALL SOFTWARE, CONTENT, SERVICES, TOOLS, PRODUCTS, AND PROPERTIES ARE PROVIDED AS-IS AND NEITHER WE NOR ANY OF OUR AFFILIATES OR PARTNERS MAKE ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY OF THEM. WITHOUT LIMITING THE FOREGOING, NEITHER PROMOBOXX NOR ANY OF ITS AFFILIATES OR PARTNERS MAKE ANY WARRANTY THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, CONTENT OR RESULTS THAT YOU PURCHASE OR OBTAIN FROM THE USE OF OUR SERVICES WILL MEET YOUR EXPECTATIONS OR THAT ANY ERRORS WILL BE CORRECTED. YOU EXPRESSLY AGREE THAT YOU AND NOT PROMOBOXX ACCEPT THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF OUR SERVICES AND THE ACCURACY, TIMELINESS OR COMPLETENESS OF OUR CONTENT.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT PROMOBOXX DISCLAIMS ANY AND ALL RESPONSIBILITY OR LIABILITY FOR THE ACCURACY, CONTENT, COMPLETENESS, RELIABILITY, OPERABILITY, OR AVAILABILITY OF INFORMATION, CONTENT OR MATERIAL IN THE SERVICE OR SITE.; OR FOR THE DELETION, FAILURE TO STORE, MISDELIVERY, OR UNTIMELY DELEVERY OF ANY INFORMATION OR MATERIAL; OR FOR ANY HARM RESULTING, INCLUDING FROM DOWNLOWDING OR ACCESSING ANY INFORMATION, CONTENT OR MATERIAL THROUGH THE SERVICE, INCLUDING, WITHOUT LIMITATION, FOR HARM CAUSED BY VIRUSES, OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. YOU EXPRESSLY UNDERSTAND AND AGREE THAT, EXCEPT AS REQUIRED BY APPLICABLE LAW, PROMOBOXX SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING IN CONNECTION WITH THE SITE OR SERVICE OR YOUR USE OF THEM.
You are responsible for all actions on the Site by you or under your account. You agree that Promoboxx and its officers and employees will have no liability to you whatsoever, direct or indirect, for any damage, loss or expense you suffer as a result of your visiting our Site, using our Services or Software, viewing another site from ours, obtaining information, products or services from our affiliates, or otherwise arising from your relationship with us, even if we have been advised of the possibility of such damages. This includes, but is in no way limited to, loss or injury caused in whole or in part by our negligence or by anything beyond our control in creating or delivering any of our Content or Service, unless caused by our willful misconduct. Some states do not allow exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you. In such states, our liability and that of our third party Content providers will be limited to the greatest extent permitted by law.
9. Indemnification. You agree to indemnify and hold harmless Promoboxx and its affiliates, licensors or other partners, and our and their officers, directors, shareholders, employees, and agents, from any claim, demand, or investigation, including reasonable attorneys’ fees, made by any third party due to or arising out of your Content, your Promotion, your use of the Site or Services, your conduct, your alleged violation of these term of use, including any applicable Promoboxx policies, or your alleged violation of any law, regulation or rights of another in connection with your Content or use of the Services or Site. Promoboxx reserves the right, at its own expense, to assume exclusive control of any matter otherwise subject to indemnification by you, but doing so will not excuse your indemnity obligations.
10. Modifications: We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, our Site or Services (or any part of them) with or without notice. You agree that Promoboxx shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Site or Service.
11. Intellectual Property: The Site and Services are protected by our copyrights, trade secret rights and other intellectual property laws. We own all such IP (except certain in-licensed code), which you agree not to use without our consent, except solely in conjunction with your authorized uses of this Site and Services as permitted by these terms of use. If you create derivative works of our Site or Services without our consent, you agree that we will own the intellectual property in those works and hereby assign all such IP rights to us.
12. Feedback: You acknowledge that any ideas, suggestions, concepts, processes or techniques which you provide to Promoboxx related to the Site or Services, or Promoboxx or its business (“Feedback”) shall become the property of Promoboxx without any compensation or other consideration payable to you by Promoboxx, and you do so of your own free will and volition. Promoboxx may, in its sole discretion, use or incorporate the Feedback in whatever form or derivative into the Site, Services, its business or other products. You hereby assign all rights in any Feedback to Promoboxx and, as applicable, waive any moral rights.
13. Communications: All communications (except as noted under Copyright Policy) should be sent to:
.
14. Miscellaneous: These terms of use are governed by the internal laws of Massachusetts, which shall have jurisdiction over any disputes. You may not assign or sublicense this agreement; but you recognize our right to assign this agreement to a third party. No agency, partnership or joint venture is created by this agreement. At our election, disputes are subject to mediation and/or arbitration in the Boston area.
II. ADDITIONAL TERMS FOR SPONSORS RUNNING PROMOTIONS
1. Compliance with Laws: You acknowledge and agree that the Promoboxx Services merely help you create and publish your Promotions and that the Service provides no safeguards that ensure that you operate your Promotion properly or legally. You specifically acknowledge and agree that ALL TOOLS, INCLUDING SAMPLE RULES AND MODEL FORMS, ARE MADE AVAILABLE BY PROMOBOXX FOR YOUR CONVENIENCE AND REFERENCE, BUT WITHOUT ANY WARRANTY THAT USING THEM WILL COMPLY WITH THE LAW. TO THE CONTRARY, THE LAW REGARDING SWEEPTAKES, CONTESTS AND PROMOTIONS VARY FROM STATE TO STATE AND COUNTRY TO COUNTRY; IT IS YOUR RESPONSIBILITY TO CONSIDER THE LAWS IN THOSE JURISDICTIONS IN WHICH YOU WILL OPERATE YOUR PROMOTION AND/OR SOLICIT OR ACCEPT ENTRANTS TO ENSURE THAT IT MEETS APPLICABLE LEGAL REQUIREMENTS.
You represent, warrant, and covenant that you will comply with all applicable laws, rules, and regulations in the creating, advertising, marketing and operating your Promotion(s); and you acknowledge and agree that PROMOBOXX HAS NO RESPONSIBILITY WHATSOEVER REGARDING YOUR PROMOTION’S COMPLIANCE WITH THE LAW. You further represent, warrant, and covenant that you will comply with all statements and promises made to entrants, except to the extent these violate the law.
2. Additional Indemnity: You agree to indemnify, defend and hold harmless Promoboxx and its affiliates, and their respective officers, directors, employees, consultants, agents, representatives, professional advisors, and contractors, from any and all third-party claims, losses, liability, damages and/or costs (including attorneys' fees and costs) arising from your use of the Service, your violation of these terms of use or any other agreement between you and Promoboxx, your actual or alleged violation of any law, rule, or regulation associated with your Promotion(s), and/or infringement by you or any entrants in your Promotion(s), of any intellectual property or other rights of any person or entity. Promoboxx will notify you promptly of any such claim, loss, liability, or demand, and will provide you with reasonable cooperation, at your expense, in defending any such claim, loss, liability, damage or cost. These terms of use will inure to the benefit of Promoboxx’s successors, assigns and licensees.
3. Account and Passwords: You are responsible for statements made and actions taken under your account or through the use of your password. You agree to immediately notify us of any actual or suspected unauthorized use of your user name, password or account.
4. Data Storage: We will make reasonable attempts to backup data. However, because the success of this process depends on equipment, software and services over which we have limited control, you agree that Promoboxx has no responsibility or liability for the deletion or failure to store any data or other Content or communications related to a Promotion or otherwise maintained or transmitted by the Service. You acknowledge that Promoboxx may have set no fixed upper limit on the number of transmissions you may send or receive through the Site or Service or the amount of storage space used; however, we retain the right, at our sole discretion, to create limits at any time with or without notice.
5. Interruption: Promoboxx may, from time to time, need to interrupt the Services for maintenance and other operational reasons, as determined in its sole discretion. You shall not receive any compensation or refund for such interruptions, and you hereby release and agree to defend, indemnify, and hold harmless Promoboxx and its affiliates, and their respective officers, directors, employees, consultants, agents, representatives, professional advisors, and contractors, from and against any and all claims, costs (including without limitation attorneys' fees), injuries, losses, or damages arising in connection with such interruptions.
6. Termination: You may discontinue your use of our Site and Service at any time. You agree that, in addition to the rights otherwise stated herein, we may at any time and for any reason, including a period of account inactivity, terminate your access to the Service or suspend or terminate your account. Upon the termination of your account or use of the Service, or upon receipt of information leading Promoboxx to believe that you or the company that employs you is deceased or dissolved, Promoboxx may close or disable your account, and you may not be granted further access to the Site and Services, your account or any files or other Content contained in your account.
7. Charges: Promoboxx only accepts payments via MasterCard, VISA, AMEX and Discover . Usage of a credit card indicates authorization to cover all future recurring charges and additional fees with the credit card on file. Monthly fees will be charged on the renewal date for the account. It is the customer's responsibility to maintain sufficient balance on credit card account to allow settlement of charges. Interruption of service will be experienced in the event that credit card account balance is not maintained.
8. Cancellation and Refund:
To cancel your account, please call our customer service department at 800-380-7502. You may cancel at anytime. Phone requests will not constitute acceptance of any cancellation. Notification of cancellation must be received at least five business days prior to your cycle date, with the cycle date being the day of the month you sign up, in order to avoid charges in full for the next cycle. It is the clients responsibility to secure email confirmation from Promboxx that account has been cancelled. If client has a balance due at the time of cancellation, this balance must be paid in full. cancellation does not absolve client of any outstanding financial obligations. All accounts must be paid in full before the cancellation will be considered complete.
III. ADDITIONAL TERMS FOR INDIVIDUALS PARTICIPATING IN PROMOTIONS
1. Access to Personal Information: Sponsors may ask you for certain personal information when you complete the entry form for a Promotion (name, address, gender, date of birth, etc.). Providing this information is optional, but if you choose not to enter the information required by the Sponsor you may not be eligible to participate in the Promotion. Please see each Sponsor's Promotion rules for entry requirements and other important details. If you provide personal information when completing the entry form for a Promotion, both the Sponsor running the Promotion and Promoboxx can view that personal data. Sponsors may also provide your personal information to parties assisting with its Promotion (e.g., providers of prizes); so please review each Sponsor's Promotion rules and privacy policy for details. As stated above, each Sponsor has its own privacy rules and policies, which may differ from the Promoboxx Privacy Policy (see Sections I.6 and 1.7 above).
2. Rules of Promotion: Each Sponsor who runs a Promotion is responsible for providing its own Promotion rules, terms, and conditions, and ensuring the Promotion complies with applicable laws, rules, and regulations. A link to the rules and terms and conditions for each Promotion is provided in the Promotion entry form. You will normally be required to agree to these rules, terms and conditions before you can enter a Promotion, so it is important you review them carefully before consenting. You agree that Promoboxx shall not be responsible or liable for any Sponsor's or other third party's compliance or non-compliance with its rules, terms or conditions or with applicable laws, rules, or regulations. All such matters are solely between you and the Sponsor offering the Promotion.
