Terms of Use

1. Agreement

These Terms of Use (the “Terms”) are a legal agreement between you and TellTell LLC (“TellTell,” “we,” “us,” or “our”). They govern your access to and use of TellTell's products, websites, software, and group-email services (collectively, the “Service”). If you use the Service for an organization, you represent that you have authority to bind it, and “you” includes the organization.

By creating an account, selecting an acceptance control, purchasing or renewing a subscription, or using the Service, you agree to these Terms and acknowledge our Privacy Policy. If you do not agree, do not use the Service.

2. Accounts and security

You must provide accurate information, maintain the security of your sign-in credentials and devices, restrict access to authorized people, and promptly notify us of suspected unauthorized use. TellTell may allow you to sign in through third-party authentication providers. Those providers may include Apple, Google, Meta (Facebook), Microsoft, or others TellTell supports. TellTell does not receive the password you use with a third-party provider. Unless TellTell offers a way to link them, each provider identity is treated as a separate TellTell login. You are responsible for activity through your account except to the extent caused by TellTell's breach of these Terms or applicable law.

3. Acceptable use

You may use the Service only for lawful personal, educational, organizational, or internal business communications and in compliance with applicable laws, provider policies, and third-party rights. You may not sell, resell, sublicense, or provide the Service as a service bureau without our written permission.

You may not use the Service to:

• send spam or unlawful, deceptive, abusive, or harassing messages;
• impersonate another person or send messages without authority;
• transmit malware, malicious attachments, or harmful code;
• evade suppressions, capacity limits, or abuse protections;
• interfere with the Service or another person's use of it; or
• access, scan, or test systems or data without authorization.

4. Eligibility and age

You must be at least 18 years old, or at least 16 years old and have the consent of a parent or legal guardian, to create or administer an account. A parent or guardian who consents to a minor's use agrees to these Terms on the minor's behalf and is responsible for that use to the extent permitted by law. The Service is not directed to children under 16.

Organizations may manage contact information for younger members who receive group email without creating an account. The organization is responsible for obtaining any consent and providing any notice required by law.

5. Privacy and customer data

Our Privacy Policy describes our data practices, including cookies and similar technologies. When TellTell processes personal information for an organization, our Data Processing Addendum applies and identifies our current subprocessors.

You must not use custom fields or messages to submit Social Security numbers, government identification numbers, payment-card or banking credentials, passwords, medical records, biometric identifiers, precise geolocation, or other highly sensitive data unless TellTell expressly agrees in writing.

6. Changes to the Service and these Terms

We may improve, replace, suspend, or discontinue features. We will use reasonable efforts to give advance notice when a material change will significantly reduce core paid functionality, unless urgent security, legal, or provider circumstances make advance notice impracticable.

We may update these Terms prospectively. Changes take effect on the stated effective date after we post the revised Terms and provide reasonable notice of material changes. Changes do not retroactively alter a dispute that arose before their effective date. If required by law or appropriate for a material change, we will request affirmative acceptance. Otherwise, continued use after the effective date means acceptance. If you do not agree, you must stop using the Service.

7. License and restrictions

Subject to these Terms and payment of applicable fees, TellTell grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Service for its intended purposes. You may not reverse engineer, decompile, copy, modify, create derivative works from, or remove proprietary notices from the Service, except to the extent applicable law prohibits a restriction.

8. Customer content and group authority

You and the applicable organization retain ownership of directory, roster, group, message, and other content you provide (“Customer Content”). You grant TellTell a limited, worldwide license to host, copy, process, transmit, and display Customer Content only as needed to provide, secure, support, and maintain the Service, comply with law, and follow your instructions. TellTell does not use Customer Content to train general-purpose artificial-intelligence models.

You represent that you have the rights and authority needed to provide Customer Content, manage people and groups, configure sender and reply settings, and send or authorize communications. We may use aggregated or de-identified information to operate, secure, measure, and improve the Service only when it cannot reasonably identify a person or customer. We will not attempt to re-identify it except to test our de-identification methods or as required by law.

9. Email delivery and availability

We use commercially reasonable efforts to operate the Service, but do not promise uninterrupted availability. Message acceptance, delivery, timing, and inbox placement depend on sender authorization, account configuration, abuse controls, third-party mail systems, recipient providers, and recipient settings. TellTell does not guarantee that every message will be accepted, delivered, or placed in an inbox.

10. Trials, renewals, cancellation, and refunds

Paid plans are recurring subscriptions at the price and billing interval shown at checkout. If you start a payment-method-backed trial, checkout will disclose its length and the date billing begins. Unless you cancel before the trial ends, we will charge the payment method on file. Subscriptions renew automatically for the same interval until canceled, at the then-current disclosed price plus tax.

You may cancel online through the billing portal. Cancellation ordinarily takes effect at the end of the current paid period. If you cancel and request a refund within seven calendar days after a renewal charge, TellTell will refund that renewal charge. We otherwise do not provide prorated or partial-period refunds except as required by law. Upgrades may take effect immediately with a prorated charge; downgrades and interval changes ordinarily take effect at the next renewal.

If TellTell permanently discontinues your paid Service for convenience rather than because of your breach, unlawful use, abuse, security risk, nonpayment, or a legal requirement, we will refund prepaid fees for the unused portion of the current subscription period.

11. Third-party services and subprocessors

The Service depends on third-party identity, hosting, mail-delivery, payment, and support services. Their separate terms may apply to your direct relationship with them. TellTell remains responsible for its obligations under these Terms and the DPA when it engages a subprocessor. Our current list and change-notice process appear in the Subprocessors section of the DPA.

12. Intellectual property and feedback

TellTell and its licensors own the Service and all related software, documentation, designs, trademarks, and intellectual-property rights. If you provide feedback, you grant TellTell a perpetual, worldwide, royalty-free license to use it without restriction or compensation, provided we do not identify you publicly without permission.

13. Indemnification

To the extent permitted by law, you will defend and indemnify TellTell and its officers, directors, and employees from a third-party claim, and resulting damages, judgments, settlements, and reasonable legal fees, arising from (a) Customer Content, (b) your unlawful or unauthorized use of the Service, or (c) your material breach of these Terms. This obligation does not apply to the extent a claim results from TellTell's negligence, willful misconduct, or breach.

TellTell will promptly notify you of a claim and provide reasonable cooperation at your expense. You may control the defense with counsel reasonably acceptable to TellTell, but may not settle a claim in a way that admits fault by, imposes obligations on, or fails to fully release TellTell without our written consent. TellTell may participate with its own counsel at its own expense.

14. Suspension, termination, and data export

You may stop using the Service or close your account at any time. We may suspend access immediately when reasonably necessary to address a security risk, unlawful or abusive activity, nonpayment, provider reputation, or legal requirement. For another material breach, we will ordinarily provide notice and a reasonable opportunity to cure before termination when the breach can be cured.

Before closure, you may use available product tools or contact us to request a reasonable export of Customer Content. When an account closes, product and mail access stop. TellTell keeps the account restorable for 30 days, after which permanent deletion begins. Export may be unavailable after closure, and legal, billing, security, suppression, backup, and provider records may remain as described in the Privacy Policy and DPA.

Sections that by their nature should survive termination will survive, including ownership, payment obligations, disclaimers, liability, indemnification, dispute resolution, and general terms.

15. Disclaimer of warranties

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMITTED BY LAW, TELLTELL AND ITS SUPPLIERS DISCLAIM ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND QUIET ENJOYMENT. THESE DISCLAIMERS DO NOT LIMIT RIGHTS THAT CANNOT LAWFULLY BE WAIVED.

16. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS, REVENUE, GOODWILL, OR DATA, ARISING FROM THESE TERMS OR THE SERVICE, EVEN IF ADVISED THAT SUCH DAMAGES WERE POSSIBLE.

EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING FROM THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF $100 OR THE AMOUNT YOU PAID TELLTELL FOR THE SERVICE DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. THE EXCLUSIONS AND CAP DO NOT APPLY TO YOUR PAYMENT OBLIGATIONS, EITHER PARTY'S FRAUD, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, OR LIABILITY THAT CANNOT LAWFULLY BE LIMITED. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, SO THEY MAY NOT APPLY TO YOU.

17. Export controls

The Service may be subject to United States export controls and sanctions. You may not use or export the Service in violation of those laws or permit access by a prohibited person or from a prohibited location.

18. Dispute resolution and arbitration

Please read this section carefully. It requires most disputes to be resolved through individual binding arbitration and includes waivers of jury trials and class proceedings.

Exceptions

Either party may bring an individual action in small-claims court if it qualifies and remains there. Either party may also seek temporary or injunctive relief in court to prevent actual or threatened infringement, misappropriation, or violation of intellectual-property or proprietary rights.

Informal resolution first

Before arbitration, a claimant must send a written notice describing the claimant, facts, legal basis, and requested relief to legal@telltell.co. The parties will meet by telephone or video conference within 45 days after a complete notice is received and try in good faith to resolve the dispute. Arbitration may not begin until 60 days after receipt of the notice. Limitations periods are tolled during this process.

JAMS arbitration

Except for the exceptions above, any dispute, claim, or controversy arising out of or relating to these Terms or the Service will be resolved by binding individual arbitration administered by JAMS under its Streamlined Arbitration Rules and Procedures when the total amount claimed is less than $250,000, excluding attorneys' fees and interest, and under its Comprehensive Arbitration Rules and Procedures for all other claims. The JAMS Policy on Consumer Arbitrations Pursuant to Pre-Dispute Clauses and Minimum Standards of Procedural Fairness will apply when applicable. The Federal Arbitration Act governs the interpretation and enforcement of this arbitration agreement. If there is a conflict, these Terms control.

The arbitration will be conducted by one neutral arbitrator. Hearings may occur by video, telephone, document submission, or in a location reasonably convenient to you, as the applicable rules permit. JAMS rules govern filing and arbitrator fees; TellTell will pay amounts it is required to pay under applicable law and consumer standards. The arbitrator may award the same individual remedies a court could award, must apply these Terms, and will issue a reasoned written decision. A court with jurisdiction may enter judgment on the award.

Jury and class-action waivers

YOU AND TELLTELL WAIVE THE RIGHT TO A JURY TRIAL. CLAIMS MAY BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY, NOT AS A PLAINTIFF OR CLASS MEMBER IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION. Unless both parties agree, the arbitrator may not combine claims or preside over a representative proceeding.

Coordinated claims

If 25 or more substantially similar demands are filed against the same party within 30 days and coordinated by the same or associated counsel, JAMS will administer them in batches of up to 100 demands. One arbitrator will hear each batch as a consolidated proceeding only for administration and fee efficiency, while deciding each claimant's individual claim and remedy. If this batching process is unenforceable for a particular claimant or batch, that claim will proceed individually in court.

Opt out and severability

You may opt out of this arbitration agreement by emailing legal@telltell.co within 30 days after first accepting these Terms. Include your name, account email, organization, and an unambiguous statement that you opt out of arbitration. Opting out will not affect other Terms. If part of this section is unenforceable, it will be severed and the remainder will remain effective, except that if the class-action waiver is unenforceable for a particular claim, that claim must proceed in court and not arbitration.

19. Governing law and venue

Delaware law governs these Terms without regard to conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. For a dispute permitted to proceed in court, the parties consent to exclusive jurisdiction and venue in the state and federal courts serving Washtenaw County, Michigan, except for an eligible small-claims action or permitted request for injunctive relief.

20. General terms

These Terms, the Privacy Policy, the DPA when applicable, and any ordering terms form the entire agreement about the Service and replace prior understandings about that subject. If ordering terms conflict with these Terms, the ordering terms control only for that order. A failure to enforce a provision is not a waiver. If a provision is unenforceable, the remainder stays in effect.

You may not assign these Terms without our written consent, except in connection with a merger, reorganization, or sale of substantially all relevant assets. TellTell may assign them in connection with such a transaction or by operation of law. Neither party is liable for delay caused by events beyond its reasonable control, except payment obligations.

21. Contact

Questions, legal notices, and arbitration opt-outs may be sent to legal@telltell.co.

TellTell LLC