TEXT MESSAGING ACKNOWLEDGEMENT 

This Acknowledgement is between you and if your contract is governed by the laws of the Province of Ontario, Gary Jonas Computing Ltd. DBA Jonas Club or if your contract is governed by the laws of one of the fifty United States, Jonas Software USA LLC DBA Jonas Club, as applicable, (“us”, “we” or “ours”) and is with respect to the third party text messaging service (“Text Messaging Service”) that we may use to send you text messages, including any multimedia message, instant message, or short message (each, a “Message”). 

1. Text Messaging Service. You acknowledge and agree that: (a) the Text Messaging Service has been procured by us from a third party provider, Message Media USA Inc. (“Text Message Service Provider”), via a reseller, Jonas Software USA LLC (“Reseller”); (b) as among us, Text Message Service Provider and Reseller, Text Message Service Provider, and not Reseller, has sole control and responsibility over the Text Messaging Service and Messages; (c) Reseller does not send, initiate, authorize or control any Messages sent via the Text Messaging Service; (d) we, and not Reseller, are solely responsible for sending, initiating, authorizing and controlling any Messages sent via the Text Messaging Service; and (e) we, and not Reseller, are solely responsible for complying with all applicable Laws with respect to provision of the Text Messaging Service and any Messages. 

1. Liability. YOU ACKNOWLEDGE AND AGREE THAT, TO THE FULL EXTENT PERMITTED BY LAW, IN NO EVENT SHALL RESELLER BE LIABLE TO YOU, AND RESELLER DOES NOT ACCEPT ANY LIABILITY, IN RESPECT OF ANY MESSAGES OR THE TEXT MESSAGING SERVICES WHATSOEVER, INCLUDING FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR FOR LOST PROFITS OR REVENUES, HOWEVER CAUSED, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS APPLY REGARDLESS OF THE CAUSES OR CIRCUMSTANCES GIVING RISE TO THE CLAIM EVEN IF SUCH CLAIM IS BASED ON NEGLIGENCE OR OTHER TORTS OR BREACH OF CONTRACT INCLUDING, FUNDAMENTAL BREACH OR BREACH OF A FUNDAMENTAL TERM. 

1. Third Party Beneficiary. Reseller is an intended third party beneficiary of this Acknowledgement to the extent necessary to enforce the disclaimers and limitations contained above. 

1. No Actions. Except to the extent precluded by applicable law, you hereby waive any right it may have to litigate any matter brought against Reseller in respect of the Text Messaging Service or any Messages, including on a class or consolidated basis, or on any basis involving disputes brought on a purported representative capacity. 

 

ADDENDUM FOR TERMS OF FRANKIE E-MAIL MESSAGING SERVICES 

This Addendum for Terms of Frankie E-mail Messaging Services (“Frankie Addendum”) is an addendum to your contract with Gary Jonas Computing Ltd. DBA Jonas Club or Jonas Software USA LLC DBA Jonas Club, as applicable (“Jonas Software” or “Provider”) between Jonas Software and you (as used herein, “Customer”). In the event of any conflict between the terms of the Agreement and this Frankie Addendum, this Frankie Addendum will govern.
This Frankie Addendum governs the use of the Frankie E-mail Messaging Service (as defined below) by Customer and sets out the terms and conditions upon which Provider makes the Frankie E-mail Messaging Services available to Customer. Customer agrees as follows:  

1. DEFINITIONS. In addition to terms defined elsewhere in this Frankie Addendum, the below definitions will apply to capitalized words in this Frankie Addendum. For certainty, solely for purposes of this Frankie Addendum, defined terms in this Frankie Addendum shall prevail over the same defined terms in the Agreement. 

1. “Admin User” means an individual designated by Customer within the Customer’s Account that has “Full” administrative 

1. “Affiliate” of a party means any entity that directly or indirectly controls, is controlled by, or is under common control of a party. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than fifty percent (50%) of the voting interests of a party or the right to receive more than fifty percent (50%) of the profits or earning of the entity. 

1. “Beta Features” mean services and/or features available to Customer for use which are still in their beta stage and have not been fully tested. 

1. “Contact” means any individual 

1. whose information is stored on or collected via the Frankie E-mail Messaging Services from Users, or 

1. to whom Users send emails to or otherwise engage or communicate with via the Frankie E-mail Messaging Services. 

1. “Customer’s Account” means the Web-based email-marketing account made available on the Site to Customer which is accessible to Users via usernames and passwords created and/or assigned by Customer. 

1. “Customer Content” means information, data, text, software, photographs, graphics, video, messages, tags and/or other materials and content, excluding the E-mail Marketing Software, Statistical Data, that Users or Contacts post, upload, share, submit, store or otherwise provide or make available through or using the Frankie E-mail Messaging Services. 

1. “Frankie E-mail Messaging Services” means the services ordered by Customer from Provider, including those white- labeled Third Party Services made available at myemma.com (the “Site”), Statistical Data, as well as products, services, applications, tools and other resources provided or made available by Provider or the Third Party Service Provider, or accessible at the Site (or other website(s) owned by Third Party Service Provider), including any applicable support services, manuals, documentation and related material, and all related service names, logos, design marks, slogans, and all other material comprising the Frankie E-mail Messaging Services and Site, but excluding any Customer Content. 

1. “Intellectual Property Rights” means any and all patents, inventions, copyrights, moral rights, trademarks, domain names, trade secrets, know-how, and any other form of intellectual property and/or proprietary rights recognized in any jurisdiction whether existing now or acquired hereafter including any application or right to apply for registration of any of these rights. 

1. “Law(s)” means any and all applicable laws, regulations, statutes, rules, orders and other requirements of any international, federal, state or local governmental authority, including where applicable, the Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of Personal Data and on the free movement of such data (General Data Protection Regulation) (“GDPR”). Where relevant to the Customer’s or User’s obligations, when assessing “applicability”, Customer and User shall take into account the Governing Law in Section 13 and the Laws relating to both the jurisdiction where User is using the Frankie E-mail Messaging Services and the jurisdiction where the Contact resides. 

1. “Malicious Code” means harmful or malicious code, files, scripts, agents, programs, or the like designed or intended to have, or capable of performing or facilitating, any of the following functions: disrupting, disabling, harming, corrupting, or otherwise impeding in any manner the operation of, or providing unauthorized access to, a computer system, database, or network (or other device on which such code is stored or installed), including but not limited to viruses, worms, time bombs, and Trojan horses. 

1. “Security Incident” means any unauthorized or unlawful breach of security that leads to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of or access to Customer Data. 

1. “Statistical Data” has the meaning ascribed in Section 5.C (Statistical Data). 

1. “Subcontractor” means a service provider engaged by Provider that provides a part of the Frankie E-mail Messaging Services. 

1. “Third Party Service Provider” means Emma, Inc. (“Emma”), but expressly excluding Provider and its Affiliates. 

1. Third Party Provider Privacy Notice” means the Privacy Notice available at myemma.com/legal/privacy-statement, as updated from time to time. 

1. “Third Party Services” means any software, products, tools, applications, or services that are used in connection with the Frankie E-mail Messaging Services that are not owned by Provider or its Affiliates. 

1. “User” means any person accessing and/or using the Frankie E-mail Messaging Services through Customer’s Account. 

1. SERVICES. 

1. Frankie E-mail Messaging Services. 

1. Prerequisite to Use of Frankie E-mail Messaging Services. Customer is responsible for obtaining all hardware, software and services, which are necessary to access the Frankie E-mail Messaging Services. 

1. Modification of the Frankie E-mail Messaging Services. Provider and/or Third Party Service Provider, in their sole discretion, reserve the right to modify the Frankie E-mail Messaging Services, or any features of the E- mail Marketing Software Services at any time and for any purpose, including but not limited to, improving performance or quality, correcting errors, or maintaining competitiveness. 

1. Acknowledgement. Customer agrees and acknowledges that Provider or its Affiliates, or Provider and its Affiliates, may make the Frankie E-mail Messaging Services available to Customer hereunder. 

1. Acceptable Use. 

1. Customer and User obligations 

1. Customer agrees to, and where applicable, shall ensure that Customers’ Users: 

1. designate at least one Admin User who is authorized to act on behalf of Customer and its Users; 

1. keep contact information for the Admin User updated and promptly respond to queries sent to the Admin User’s email address; 

1. use commercially reasonable efforts to prevent unauthorized access to or use of the Frankie E-mail Messaging Services, and notify Provider promptly of any such unauthorized access or use; 

1. be responsible for ensuring that any User’s computer systems, technology, or other similar items used in connection with the Frankie E-mail Messaging Services do not interfere with or disrupt the integrity or performance of the Frankie E-mail Messaging Services; and 

1. use the Frankie E-mail Messaging Services in compliance with Laws and this Frankie Addendum, as well as the Third Party Service Provider’s Anti-Spam Policy available at myemma.com/legal/anti-spam-policy. 

1. Customer Content. Customer acknowledges and agrees that Customer is responsible for the nature and content of all of the Customer Content, including the legality of the Customer Content and of the means by which Customer and its Users acquire Customer Content. Except where the following restrictions are prohibited by Law, Customer and its Users shall not directly or indirectly: 

1. host images or content on Provider’s or Third Party Service Provider’s servers or through the Frankie E-mail Messaging Services for any purpose other than for the sending of email campaigns; 

1. use the Frankie E-mail Messaging Services in any manner that puts an excessive burden on the bandwidth of the Frankie E-mail Messaging Services; 

1. upload or provide any social security numbers, driver’s license or state identification number or other government related identifier, financial account numbers (i.e., credit card, checking account, savings account, etc.), medical, employment, criminal records, or insurance numbers, passport numbers, or other highly sensitive personally identifiable information (collectively, “Sensitive PII”) to the Frankie E-mail Messaging Services or use the Frankie E-mail Messaging Services to collect, transfer, or store any Sensitive PII; or 

1. use the Frankie E-mail Messaging Services to store or transmit material in violation of any third party rights, including Intellectual Property Rights and privacy rights. 

1. Privacy, Cookies & Tracking Technologies. Customer understands and acknowledges that the Third Party Provider Privacy Notice explains how a Third Party Service Provider handles data processed by and through the Frankie E-mail Messaging Services. Customer hereby acknowledges and agrees that such Third Party Service Provider will handle data in accordance with the Privacy Notice. Customer agrees to adopt, maintain, and post a privacy notice that: 1) takes into account the data processing activities described in the Privacy Notice that are applicable to Customer’s Contacts and Users; and 2) complies with all requirements imposed by Laws (particularly as such notice relates to notice, consent, and disclosure in connection with the collection, sharing, and use of any Contact’s and User’s information using the Frankie E-mail Messaging Services). In addition, Customer and its Users acknowledge that the Frankie E-mail Messaging Services employ the use of cookies and similar tracking technologies (“Cookies”), as further described in the Third Party Service Provider’s Cookie Notice located at myemma.com/legal/cookie-notice. Accordingly, Customer represents and warrants that each Contact and User is provided with clear and comprehensive information about, and consents to, the storing and accessing of cookies and/or other information on the Contact’s and/or User’s device where such activity occurs in connection. Customer and its Users shall promptly notify Provider if they are unable to comply with the above obligations. 

1. Restrictions on Use. Except where the following restrictions are prohibited by Law, Customer and its Users shall not directly or indirectly: 

1. send or forward personal mail through the Frankie E-mail Messaging Services; 

1. send emails to individuals under the age of 13; 

1. end mail created using the Frankie E-mail Messaging Services through another service; 

1. copy, modify, distribute, translate, or create derivative works of the Frankie E-mail Messaging Services or any part of the Frankie E-mail Messaging Services; 

1. sell, resell, rent, or lease the Frankie E-mail Messaging Services or any part of the Frankie E-mail Messaging Services; 

1. reverse engineer, reverse assemble, decompile, or attempt to discover or extract the source code, object code, underlying structure, or algorithms, found at or through the Frankie E-mail Messaging Services or any software, documentation, or data related to the Frankie E-mail Messaging Services; 

1. remove trademark, logo, copyright, or other proprietary notices or labels from the Frankie E-mail Messaging Services or any Software; 

1. delete, bulk unsubscribe, or otherwise alter or modify Contact Lists in order to evade billing thresholds; 

1. use the Frankie E-mail Messaging Services to store or transmit Malicious Code; 

1. interfere with or disrupt the integrity or performance of the Frankie E-mail Messaging Services or third party data contained therein; 

1. hack, violate, attempt to violate, attempt to gain unauthorized access to the Frankie E-mail Messaging Services or their related systems or networks; 

1. attempt to probe, scan, or test the vulnerability of the Frankie E-mail Messaging Services or perform any penetration testing against or on the Frankie E-mail Messaging Services; or 

1. use the Service to encourage or facilitate any illegal activities; or break any Law, including but not limited to those related to e-commerce, defamation or privacy. 

1. Right to inspect. For the purposes of providing Customer and its Users with the Frankie E-mail Messaging Services and to ensure that the terms of this Frankie Addendum are being followed, Provider, on behalf of itself and its Affiliates, and Third Party Service Provider reserve the right to inspect and monitor Customer’s Account and Customer Content at any time, without notice, and to limit Customer’s access to Customer’s Account at any time should Provider, its Affiliates, or Third Party Service Provider have reason to believe that Customer or its Users have violated or may at some point in the future violate any terms set forth in this Frankie Addendum. 

1. Customer Warranties. Customer represents and warrants that: 

1. all personal information (including any Personal Data as defined by GDPR) provided by Customer to Provider or its Affiliates or the Frankie E-mail Messaging Services from Users has been collected with the relevant individual’s consent; and 

1. to the extent required by applicable Laws, Customer has informed all persons whose information is collected: 1) of the purpose for which that information was collected, 2) that Customer may provide this information to its vendors and/or service providers for the purposes of use in relation to the E-mail Marketing Software Services, and 3) that such information may be processed and/or stored by Customer’s vendors and/or service providers on servers located in the United States of America; and Customer has obtained the consent of such persons for processing of their personal information by its vendors and service providers in the foregoing manner. 

1. INTELLECTUAL PROPERTY. 

1. Customer’s Property. By using the Frankie E-mail Messaging Services, submitting any Customer Content through the E- mail Marketing Software Services, or providing any Customer Content to Provider, any Provider Affiliate, Third Party Service Provider or any Subcontractor, Customer hereby grants Provider, Provider Affiliates, Third Party Service Provider, and any Subcontractors a worldwide, non-exclusive, irrevocable (until such time as Customer requests deletion of the Customer Content or within 30 days of termination of this Frankie Addendum), royalty-free, fully paid, sublicensable and transferable, license to use, adapt, aggregate, combine, distribute, perform, process, store, reproduce, and edit, modify, prepare derivative works, and make available, and display the Customer Content in connection with the Frankie E-mail Messaging Services, in each case solely for the purposes of making available the Frankie E-mail Messaging Services. For clarity, the foregoing license granted to Provider, Provider Affiliates, and their Subcontractors, does not affect Customer’s ownership or license rights in its Customer Content unless otherwise agreed in writing. While using the Frankie E-mail Messaging Services, Customer may provide to Provider, Provider Affiliates and Third Party Service Provider the following information: users’ names, contact information, and/or other registration information (“User Related Information”). Customer agrees to, and agrees and warrants that it has the necessary rights to, permit Provider, Provider Affiliates and Third Party Service Provider to use User Related Information and any technical information about Users’ use of the Frankie E-mail Messaging Services to tailor the user experience of the Frankie E-mail Messaging Services to User, to facilitate Users’ use of the Frankie E-mail Messaging Services, and to communicate with User. Customer agrees that Provider, Provider Affiliates Third Party Service Provider, and any Subcontractors shall have the right to use the User Related Information to understand trends related to our Frankie E-mail Messaging Services and to conduct internal business analysis based on meta-data about usage, feature adoption and forecasting, on an anonymized, aggregated basis (unless otherwise agreed by Customer). With respect to User Related Information, Provider shall ensure that neither Customer or any User will or could be identified or inferred in any manner from such data or use or analysis, even if such data, use or analysis were reverse engineered in any manner. 

1. Provider’s Property. Customer acknowledges and agrees that, as between Customer and Provider, all rights, title and interest in and to Frankie E-mail Messaging Services are the exclusive property of Provider or its Affiliates, or their licensors or suppliers, including Third Party Service Provider. Unless stated otherwise, Provider, Provider Affiliates, Third Party Service Provider, and their licensors retain all Intellectual Property Rights in and to the Frankie E-mail Messaging Services and all logos, graphics, software, algorithms, functionality, content (other than Customer Content) comprising the Frankie E-mail Messaging Services. Customer is not authorized to copy, modify, re-package (unless otherwise expressly agreed by Provider), reverse-engineer, disassemble, or otherwise use any of the Frankie E-mail Messaging Services without the prior written consent of Provider. Customer’s use of the Frankie E-mail Messaging Services confers no title or ownership in the Frankie E-mail Messaging Services and is not a sale of any rights in the Frankie E-mail Messaging Services. Customer’s access and use of the Frankie E-mail Messaging Services is non-exclusive. 

1. Statistical Data. Notwithstanding anything to the contrary in this Frankie Addendum, but subject to the Privacy Notice, Provider, Provider Affiliates and Third Party Service Provider may monitor, analyze, and compile statistical and performance information based on and/or related to Customer’s use of the Frankie E-mail Messaging Services, in an aggregated and anonymized format (“Statistical Data”). Customer agrees that Provider, Provider Affiliates and Third Party Service Provider may make such Statistical Data publicly available, provided that it does not contain personally identifying information of any individual or any information that would identify Customer. As between the parties, Provider, Provider Affiliates, Third Party Service Provider and/or their licensors or suppliers own all right, title and interest in and to the Statistical Data andall related software, technology, documentation, and content provided in connection with the Statistical Data, including all Intellectual Property Rights in the foregoing. 

1. CONFIDENTIALITY, SECURITY, & PRIVACY. 

1. Confidential Information. The parties acknowledge that in the course of performing their obligations under this Frankie Addendum, each party (a “Recipient”) or its Affiliates may receive information that is either clearly marked as “confidential” or information which, under the circumstances surrounding the disclosure, a reasonable person would conclude should be treated as confidential (“Confidential Information”) from the other party (a “Discloser”). Recipient covenants and agrees that neither it nor its Affiliates, agents, employees, officers, directors or representatives will disclose or cause to be disclosed any Confidential Information of the Discloser, except (a) to those employees, representatives, or contractors of the Recipient or its Affiliates who require access to the Confidential Information to exercise its rights under this Frankie Addendum and who are bound by confidentiality obligations, or (b) as such disclosure may be required by Law, subject to and to the extent permitted by Law, the Recipient providing to the Discloser written notice to allow the Discloser to seek a protective order or otherwise prevent the disclosure. Notwithstanding the foregoing, nothing in this Frankie Addendum will prohibit or limit the Recipient’s or its Affiliates’ use of information: (i) previously known to it without breach or obligation of confidence, (ii) independently developed by or for it without use of or access to the Discloser’s Confidential Information, (iii) acquired by it from a third party that was not under an obligation of confidence with respect to such information at the time of disclosure, or (iv) that is or becomes publicly available through no breach of this Frankie Addendum. Customer agrees that Provider may provide a copy of this Frankie Addendum to Third Party Service Provider. 

1. User Passwords. Customer is solely responsible for keeping Customers’ and/or Users’ account name, password, and any other login credentials in its custody confidential. Customer is responsible for any and all activities that occur within Customer’s Account, whether authorized by Customer or not to the extent attributable to Customer’s custody of its login credentials. Customer must notify Provider immediately of any unauthorized access or use of Customer’s Account. Neither Provider nor its Third Party Service Provider will be held responsible or liable for any losses due to lost or hacked passwords. 

1. Privacy Notice. Notwithstanding anything to the contrary in this Frankie Addendum, the Third Party Provider Privacy Notice explains how Third Party Service Provider handles Customer Content and other data processed by the Frankie E-mail Messaging Services. Customer hereby acknowledges and agrees that the Third Party Service Provider will handle data in accordance with the Privacy Notice. Customer agrees to provide its Contacts with a privacy notice that complies with Laws and takes into account the processing activities related to the Frankie E-mail Messaging Services. For more information on how personal data is handled in connection with the Frankie E-mail Messaging Services as well as information on rights to access, correct and lodge a complaint regarding the handling of personal data please refer to the Privacy Notice. 

1. HIPAA and PHI. Customer understands and acknowledges that the Frankie E-mail Messaging Services are not configured to receive and store personal health information (“PHI”), as that term is defined under the Health Insurance Portability and Accountability Act (“HIPAA”) and that none of Provider, Provider Affiliates or the Third Party Service Provider are “Covered Entities” or a “Business Associates,” as those terms are defined in HIPAA. As such, Customer agrees not to, and not to permit Users to, transmit, request, provide access to, submit, store, or include any PHI through the Frankie E-mail Messaging Services. Customer agrees that Provider may terminate this Frankie Addendum immediately if Customer is found to be in violation of this Section 4.D. 

1. EU Personal Data Transfer. In the event that Customer intends to transfer the Personal Data of an EU Data Subject, Customer shall notify Provider and the parties shall execute Provider’s Data Protection Addendum. Once executed, such Data Protection Addendum will be deemed wholly incorporated into this Frankie Addendum. 

1. THIRD PARTY SERVICES; BENEFICIARIES. 

1. Customer agrees and acknowledges that certain features of the Frankie E-mail Messaging Services depend on the continuing availability of Third Party Services. If any Third Party Service Provider ceases to make their services or programs available on reasonable terms, Provider may cease providing any affected features or services. 

1. If Customer enables, installs, connects, or provides access to any third party services procured by Customer for use with the Frankie E-mail Messaging Services (“Customer Initiated Third Party Services”), Customer: 

1. acknowledges and agrees that access and use of such Third Party Services are governed solely by the terms and conditions of such Third Party Services, and that neither Provider nor its Third Party Service Provider endorse, are responsible or liable for, and make any representations as to any aspect of such Third Party Services, including, without limitation, their content or the manner in which they handle, protect, manage or process data (including Customer Content) or any interaction between Customer and the provider of such Customer Initiated Third Party Services. 

1. acknowledges and agrees that neither the Provider nor the Third Party Service Provider guarantees the continued availability of such Customer Initiated Third Party Service features, and may cease enabling access to them without entitling Customer to any refund, credit, or other compensation, if, for example and without limitation, the provider of a Customer Initiated Third Party Service ceases to make the Customer Initiated Third Party Service available for interoperation with the corresponding Service in a manner acceptable to Provider. 

1. hereby permits the transmission of and access to Customer Content to such Customer Initiated Third Party Services. 

1. grants to Provider, Provider Affiliates, the Third Party Service Provider, and their respective subcontractors a worldwide, non-exclusive, irrevocable (until such time as Customer requests deletion of data or within 30 days after termination of this Frankie Addendum) , royalty-free, fully paid, sublicensable, and transferable right and license to process, store, edit and modify and prepare derivative works, aggregate, combine, reproduce, distribute, display, and perform any data transmitted to or obtained by the Frankie E-mail Messaging Services from any Customer Initiated Third Party Service enabled, installed, or connected to the Frankie E-mail Messaging Services by Customer. Customer represents and warrants that it will have all right and license to make available such data to Provider and its Third Party Service Provider. 

1. agrees that none of Provider, Provider Affiliates or the Third Party Service Provider are liable for: a) damage or loss caused or alleged to be caused by or in connection with Customer’s enablement, access, or use of any such Customer Initiated Third Party Services, or b) Customer’s reliance on the privacy, data security, or other practices of such Customer Initiated Third Party Services. 

1. irrevocably waives any claim against Provider and its Third Party Service Provider with respect to such Customer Initiated Third Party Services. 

1. agrees to comply with any reasonable requests by Provider or Third Party Service Provider to remove any connections to or from other websites and/or applications to the Frankie E-mail Messaging Services which Customer installs in the event such connections pose, in Provider’s or Third Party Service Provider’s reasonable opinion, a security risk to Provider or the Third Party Service Provider. 

1. RIGHT TO SUSPEND. 

1. Provider, on behalf of itself and Third Party Service Provider, may temporarily suspend Customer’s Account: (i) for non-payment within 31 days following notice that such payment is overdue; (ii) at any time without notice for conduct that it believes, in its reasonable discretion, violates this Frankie Addendum. Provider shall promptly reinstate the Frankie E-mail Messaging Services if Customer demonstrates, to Provider’s or Third Party Service Provider’s (as applicable) reasonable satisfaction, that it is not committing the violation as contemplated by Subsection (ii) that gave rise to the reasonable grounds to believe. ACCOUNTS THAT HAVE BEEN INACTIVE FOR MORE THAN 700 CONSECUTIVE DAYS HAVE 30 DAYS TO BECOME ACTIVE OR THE ACCOUNT AND ITS DATA, INCLUDING CONTACT SIGNUPS, MAY BE PERMANENTLY REMOVED FROM THE SERVICES. 

1. DISCLAIMERS; LIABILITY. 

1. Service Availability. Customer acknowledges and understand that Provider, Provider Affiliates and/or Third Party Service Provider may occasionally experience “hard outages” due to disruptions that are not within their control. Any such hard outage shall not be considered a breach of this Frankie Addendum by Provider. Customer releases Provider, Provider Affiliates and Third Party Service Provider entirely of all responsibility for the consequences of any down-time. 

1. CUSTOMER UNDERSTANDS AND AGREES THAT DOWNGRADING ITS ACCOUNT MAY RESULT IN THE LOSS OF CONTENT, FEATURES, OR CAPACITY OF CUSTOMER’S ACCOUNT AND PROVIDER DOES NOT ACCEPT ANY LIABILITY FOR ANY SUCH LOSSES. IN NO EVENT WILL PROVIDER, PROVIDER AFFILIATES, OR THIRD PARTY SERVICE PROVIDER BE LIABLE TO CUSTOMER OR ANY USER FOR ANY: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) LOST SAVINGS, PROFIT, DATA, USE, OR GOODWILL; (III) BUSINESS INTERRUPTION; (IV) COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; (V) PERSONAL INJURY OR DEATH; OR (VI) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, AND EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES. 

1. NONE OF PROVIDER, PROVIDER AFFILIATES OR THIRD PARTY SERVICE PROVIDER WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ALL ERRORS CAN OR WILL BE CORRECTED; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS SPECIFICALLY AGREED TO BY THE PARTIES, THE SERVICES (OR ANY PART THEREOF), AND ANY OTHER PRODUCTS AND SERVICES PROVIDED TO CUSTOMER ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE EXTENT PERMITTED BY APPLICABLE LAW, PROVIDER, PROVIDER AFFILIATES AND THIRD PARTY SERVICE PROVIDER HEREBY DISCLAIM ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, PROVIDER, PROVIDER AFFILIATES AND THIRD PARTY SERVICE PROVIDER EXPRESSLY DISCLAIM ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO CUSTOMER IN CONNECTION WITH CUSTOMER’S USE OF THE SERVICES (OR ANY PART THEREOF) IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY CUSTOMER FOR ANY PURPOSE WHATSOEVER. 

1. THIRD PARTY BENEFICIARY. 

1. Emma Inc. is a third-party beneficiary of this Frankie Addendum to the extent necessary to enforce its rights in its Third Party Services, including those Frankie E-mail Messaging Services made available at the Site, the Third Party Provider Privacy Notice, and the myemma.com/legal/anti-spam-policy. 

1. INDEMNITY 

1. Customer will defend, indemnify and hold harmless Provider, is Affiliates, and Third Party Service Provider, and their employees, officers, directors, agents, contractors, successors, and assigns against any and all liability (including damages, losses, recoveries, deficiencies, interest, penalties, costs and legal fees), arising from or in connection with: (i) Customer Content; (ii) Customer’s breach of any of Customer’s obligations, representations or warranties under this Frankie Addendum; or (iii) use of the Frankie E-mail Messaging Services (or any part thereof) by Customer or any User in combination with any third party software, application or service. Customer will fully cooperate with Provider or its Affiliates in the defense of any claim defended by Customer pursuant to its indemnification obligations under this Agreement and will not settle any such claim without the prior written consent of Provider. 

 

ADDENDUM FOR TERMS OF CLUBHOUSE ONLINE E-MAIL MESSAGING SERVICES 

This Addendum for Terms of Clubhouse Online E-mail Messaging Services (“CHO E-mail Messaging Addendum”) is an addendum to your contract with Gary Jonas Computing Ltd. DBA Jonas Club or Jonas Software USA LLC DBA Jonas Club, as applicable (“Jonas Software” or “Provider”) between Jonas Software and you (as used herein, “Customer”). In the event of any conflict between the terms of the Agreement and this CHO E-mail Messaging Addendum, this CHO E-mail Messaging Addendum will govern. 

 

This CHO E-mail Messaging Addendum governs the use of the CHO E-mail Messaging Services (as defined below) by Customer and sets out the terms and conditions upon which Reseller makes the Frankie E-mail Messaging Services available to Customer. Customer acknowledges that the CHO E-mail Messaging Services are provided by a third party provider, j2 Global, Inc. (“j2”) under the brand name “Campaigner” or “Campaigner Solution” (or “Campaigner Reseller Solution”). References in this addendum to Campaigner Solution shall be equivalent to references to the CHO E-mail Messaging Service. Jonas Software is a reseller of the “Campaigner Solution”. Customer agrees as follows: 

  

1. DEFINITIONS & INTERPRETATION 

1. Definitions: The terms defined elsewhere in the CHO E-mail Messaging Addendum are incorporated herein. In addition, the terms below have the following meanings: 

1. “Affiliates”: any and all parents, subsidiaries, predecessors, successors, and other related entities of a corporate entity. 

1. “Login Information”: any passwords, access codes, user IDs, or other login information provided to or used by Customers or its Users to access the Campaigner® Solution. 

1. “Proprietary Rights”: all proprietary rights of any kind, including without limitation patents, trademarks, trade dress, copyrights, trade secrets, and other intellectual property and industrial property rights. 

1. “Suppliers”: any and all third party agents, business associates, resellers, licensors, partners, and other vendors of goods or services used by j2 to provide the Campaigner Solution. 

1. “User”: an individual employee or representative of a specific Customer who is provided access to the Campaigner® Solution. 

1. Interpretation. The headings are for reference only and do not define, limit, or enlarge the scope or meaning of this CHO E-mail Messaging Addendum or any of its provisions. 

1. Intentionally deleted. 

1. LICENSES 

1. Campaigner Reseller Platform. Subject to the terms and conditions of this CHO E-mail Messaging Addendum, Reseller hereby grants to Customer a limited, restricted, non-exclusive, non-sublicenseable and non-transferable license during the term of Customer’s order for the Campaigner Solution. Customers is prohibited from using the Campaigner Solution other than as provided herein. 

1. No License to Proprietary Rights. Customer acknowledges and agrees that the the Campaigner Solution, including all parts thereof and all other software, technology, documents, and other information used to provide the same, are the exclusive property of j2 and its Affiliates, and are the subject of various Proprietary Rights held by j2 and its Affiliates. Customer will not acquire any rights, title, or interest in or to any of the foregoing. This CHO E-mail Messaging Addendum does not provide any express or implied license to use, modify, or improve the the Campaigner Solution or any Capigner related services, or to otherwise use or exploit the Campaigner Solution,or j2’s Proprietary Rights in any manner not expressly permitted herein. 

1. Restrictions. Customer will not, and will not permit any third party to, (a) attempt to create or derive any of the source code, technology, or data within the Campaigner Solution by disassembly, reverse engineering, or any other method, otherwise reduce the Campaigner Solution to a human-perceivable form, or modify or translate any part of the Campaigner Solution; and (b) attempt to obtain Proprietary Rights related to the Campaigner Solution, or the Campaigner brand. 

1. CUSTOMER OBLIGATIONS 

1. Equipment & Services. Customer is solely responsible for obtaining, provisioning, configuring, maintaining, paying for, and protecting all equipment and services necessary to use the Campaigner Solution, including providing its own computer equipment, internet access, and email service. j2 shall have no responsibility for the same.
   Reseller shall guarantee and ensure that its Customers are solely responsible for obtaining, provisioning, configuring, maintaining, paying for, and protecting all equipment and services necessary to use the Campaigner Solution, including providing their own computer equipment, internet access, and email service. j2 shall have no responsibility for the same. 

1. Protection of Login Information. Customer is solely responsible for protecting and safeguarding its Login Information. Customer shall not disclose or make available its Login Information other than to its authorized employees or contractors. Customer shall use all commercially reasonable efforts to prevent unauthorized access to, or use of, its accounts. Customer is entirely responsible for any and all activities that occur by anyone who has authorized access to Customer’s accounts, or any other party with whom Customer has shared its Login Information. Customer agrees to notify Reseller immediately of any unauthorized access or use of its accounts or Login Information, or any other breach of security. Customer shall make any disclosures related to such unauthorized access or use, or other breach of security, that may be required under applicable law. 

1. Neither j2 or Reseller are obligated to verify the actual identity or authority of any individual using the valid Login Information of Customer or Users. If j2 or Reseller, in their absolute discretion, considers Login Information to be insecure or to have been compromised, then j2 or Reseller may immediately cancel the affected Login Information without notice and/or suspend any affected accounts.
   Neither j2 or Reseller will be liable for any loss that Customer or Users, or any other parties may incur as a result of any authorized or unauthorized use of the Campaigner Solution. However, Customers and Users may be held liable for losses incurred by j2 or Reseller or another party due to any authorized or unauthorized use of the Campaigner® Solution. 

1. Records. Reseller may provide j2 copies of this CHO E-mail Messaging Addendum and/or other evidence that customers have accepted the terms contained herein. 

1. Intentionally deleted. 

1. TERMINATION; SUSPENSION 

1. Termination For Convenience. Reseller or j2 may terminate this CHO E-mail Messaging Addendum at any time with or without cause. 

1. Termination, Suspension, Restriction, or Other Limitation Under Special Circumstances. In its sole discretion and without liability, j2 or Reseller may terminate, suspend, restrict, or otherwise limit Reseller’s and/or Customers’ use of, and licenses to, the Campaigner Solution based on: 

1. j2’s or Reseller’s reasonable belief that Reseller or its Customers have violated or will violate Section 7; 

1. an order issued by a court or other governmental authority requiring such termination, suspension, restriction, or limit; or 

1. j2’s or Reseller’s reasonable belief that use of the Campaigner® Solution by Customer has or will adversely affect j2’s or Reseller’s equipment, security network infrastructure, or service to others / j2 and Reseller reserve the right to terminate, suspend, restrict, or otherwise limit Customers’ access to the Campaigner Solution if j2 or Reseller, in their sole discretion, believes that the Campaigner Solution are used for a purpose that is unlawful or prohibited by this CHO E-mail Messaging Addendum, the Agreement, or any other notices. Neither j2 or Reseller shall have any obligation to maintain any messages or other content in suspended, restricted, or terminated accounts, or forward any unread or unsent messages to Customer, a User, or any other party. 

1. Effect of Termination. Immediately upon termination of this CHO E-mail Messaging Addendum: 

1. Customer will cease using the Campaigner Solution; 

1. j2 will cease providing the Campaigner Solution to Reseller and Customer; and 

1. Customer will pay Reseller all fees accrued up to the date of termination without any right of deduction or setoff.
   If this CHO E-mail Messaging Addendum is terminated by j2 or Reseller for cause, Customer will immediately pay a termination fee equal to one hundred percent (100%) of the average of the last three (3) months of monthly recurring charges prior to the effective early termination date. Notwithstanding anything to the contrary, the following provisions of this CHO E-mail Messaging Addendum, and all other provisions necessary to their interpretation or enforcement, will survive the termination of this CHO E-mail Messaging Addendum, will remain in full force and effect, and WILL be binding upon the Parties: Sections 3.2, 3.3, 4.4, 6.5, 6.6, 8, 9, AND 10. 

1. NO UNLAWFUL OR PROHIBITED USE 

1. Acceptable Use & Legal Compliance. Customer is solely responsible and liable for its and its Users actions in its use of the Campaigner Solution, including the accuracy, integrity, legality, reliability, and appropriateness of all messages transmitted using the Campaigner Solution, and any other acts and omissions. Customer will ensure that its use of the Campaigner® Solution: 

1. complies with all applicable laws, rules, and regulations, as well as this CHO E-mail Messaging Addendum and the Agreement; and 

1. does not infringe the rights of other parties. Neither j2 nor Reseller shall have no responsibility for the same.
   Customer represents that the information submitted for transmission via the j2 network for Campaigner Solution is for lawful purposes only and that the transmission of messages or files is not in violation of any applicable laws, rules, and regulations, including without limitation encouraging conduct that would constitute a criminal offense, infringe third party rights, give rise to civil liability, or otherwise violate any local, provincial, state, national, or other law.
   Customer may not use the Campaigner Solution to upload, post, reproduce, or distribute, in any way, any information, software, or other material protected by another party’s Proprietary Rights without first obtaining permission.
   Customer agrees to comply with all applicable laws, rules, and regulations, including those related to email marketing, anti-spam, anti-phishing, data privacy, international communications, and export of technical or personal data. Violations of Section 7 will cause Customers’ accounts to be terminated, suspended, restricted, or otherwise limited. j2 and Reseller each reserves the right to take any other action that it deems necessary or appropriate, in its sole discretion, if j2 or Reseller believes Customer or its Users have violated or will violate Section 7. 

1. Unsolicited Email Marketing. The transmission of unsolicited email is regulated by the CAN-SPAM Act (United States), the EU Opt-In Directive (Europe), and CASL (Canada), among other laws, rules, and regulations in these and other countries, states, provinces, and jurisdictions. Unsolicited email marketing in violation of such laws, rules, and regulations using the Campaigner® Solution is prohibited and is a material violation of this CHO E-mail Messaging Addendum. Reseller warrants its compliance with laws, rules, and regulations regarding unsolicited email marketing. 

1. Message Content. Customer is fully responsible for the content of its transmissions through the Campaigner® Solution. Customer agrees and acknowledges that: 

1. Customer is the creator of all content; 

1. neither j2 or Reseller is the author or publisher of any content; and 

1. neither j2 or Reseller rent or sell lists of any kind. j2 and Reseller act simply as a passive conduit for Customer and Users to send and receive information of their own choosing. 

1. Customers shall not use the Campaigner® Solution to store: 

1. any “protected health information” (as such term is used in the Health Insurance Portability and Accountability Act of 1996, Pub. L. No. 104-191); or 

1. any other type of information that imposes independent legal or regulatory obligations upon j2 or Reseller.
   In accordance with the above, j2 and Reseller prohibit the use of the Campaigner Solution to send messages that encourage, promote, provide, sell, or offer to sell products or content relating to illegal or fraudulent activities, or services related to the same.
   This includes without limitation illegal drugs; counterfeit or pirated goods; instructions on how to assemble or otherwise make bombs, grenades, or other weapons; and material that exploits children, encourages violence, or contains obscenity or sexually explicit content. This is not an exhaustive list and j2 or Reseller, in their sole discretion, may determine whether a particular message is prohibited. j2’s or Reseller’s determination shall be final, binding, and conclusive.
   Any unlawful or prohibited content stored on j2’s servers may be deleted at any time by j2 without notice. Upon receipt of a complaint, j2 reserves the right, but is not obligated, to review the content of any messages sent using the Campaigner Solution for compliance with applicable laws, rules, and regulations, as well as this CHO E-mail Messaging Addendum.
   Neither j2 or Reseller (i) represent or endorse the accuracy or reliability of any opinion, advice, or statement made through the Campaigner® Solution, assume liability for any harassing, offensive, or obscene/sexually explicit material distributed through the Campaigner Solution by Customers or Users, or any other parties using the accounts of the foregoing; (ii) assume any liability for material distributed through the Campaigner Solution by Customer or Users, or any other parties using the accounts of the foregoing, that violates of any other party’s rights, including Proprietary Rights and rights of publicity or privacy; or (iii) assume liability for claims concerning unsolicited messages sent by Resellers, its Customers, or their Users, or any other parties using the accounts of the foregoing, including without limitation claims under the CAN-SPAM Act, the EU Opt-In Directive, and CASL. 

1. Unauthorized Access Prohibited. Customer may not attempt to gain unauthorized access to any other Campaigner Solution accounts, computer systems or networks connected to any j2 server, or the Campaigner Solution, through hacking, password mining, or any other means.
   Customer will not obstruct the identification procedures used by j2 in the Campaigner Solution.
   Customers may not use Campaigner Solution in any manner that could damage, disable, overburden, or impair any j2 server or a network connected to a j2 server, or interfere with any other party’s use and enjoyment of the Campaigner Solution.
   With regard to contact-based subscription plans, should j2 or Reseller deem Customers’ cumulative account activity, including but not limited to factors such as high send volume or large contact lists, to be detrimental to j2’s ability to provide the Campaigner Solution to Customer, or others, j2 or Reseller reserve the right in its sole discretion to move Customer to a volume-based subscription plan.
   Repeated uploading and removing of unique email addresses in an attempt to circumvent fee schedules and billing procedures for contact-based subscription plans is prohibited. 

1. Customer or User Violations. To the extent that j2 or Reseller suspects that Customer’s and/or User’s have violated, or will violate, any of the provisions in Section 7, Customer agrees to work in good faith with j2 and Reseller to investigate and resolve any issues. 

1. REPRESENTATIONS, LIMITED WARRANTY, & DISCLAIMER 

1. accuracy of account information. Customer represents and warrants that the information provided to Reseller is current, complete, and accurate. Customer agrees to notify Reseller promptly of any changes to this information as required to keep it current, complete, and accurate. 

1. general disclaimer. Use of the Campaigner Solution is at Customers’ and Users’ own risk. The Campaigner Solution may be affected by numerous factors beyond j2’s control, and may not be continuous, uninterrupted, or secure. Security and privacy risks cannot be eliminated. Login information may not prevent unauthorized access. J2 is not responsible for the use of the Campaigner Solution by reseller, its customers, and their users. 

1. no warranties. The Campaigner® Solution is provided on an “as is” and “as available” basis. There are no other warranties, representations, or conditions of any kind, express or implied, written or oral, arising by statute, operation of law, course of dealing, usage of trade, or otherwise with respect to the Campaigner® Solution.
   J2 and Reseller further expressly disclaim guarantee of continued availability of the Campaigner® Solution, or any implied warranty or condition of merchantability, satisfactory quality, durability or fitness for a particular purpose, title, or non-infringement. No representation or other affirmation of fact including but not limited to marketing literature or collateral, or statements regarding performance of the services by j2 or Reseller that are not contained in this section 8 shall be considered to be a warranty or representation, and should not be relied upon and is not binding upon j2 or Reseller. 

1. LIMITATION OF LIABILITY 

1. Limitation of Liability. None of j2, Reseller nor any of their Affiliates or suppliers shall be held responsible in any way or by any means, either directly or indirectly, for any communications or other difficulties outside of j2’s or any of its affiliates’ or suppliers’ control that could lead to any delay, interruption, or misdirection of messages.
   The aggregate liability of j2, Reseller or their affiliates and suppliers, whether in contract (including fundamental breach or failure of an essential purpose), tort (including negligence), misrepresentation, or otherwise in respect of a single occurrence or a series of occurences shall in no circumstances exceed the monthly recurring revenue paid or payable by Customer to Reseller for the month during which the liability arose.
   In no event shall j2, Reseller nor any of their Affiliates and suppliers be liable to Customers, Users, or any other party for any punitive, indirect, incidental, special, or consequential damages, or for any failure to realize expected savings, loss of business, loss of revenues or profits, loss of data, or any other commercial or economic loss (including but not limited to loss of data resulting from delays, non-deliveries, wrong deliveries, service interruptions, performance or failure of the internet or j2’s internet service provider, or deletion or failure to save deliveries), even if they been advised of the possibility of such damages or if such damages are foreseeable.
   In this section, “j2” and “Reseller” includes j2, Reseller and tjeor Affiliates and their respective past, present, and future directors, officers, employees, agents, representatives, subcontractors, successors, permitted assigns, and related parties.
   In the event applicable law does not permit such exclusions to be completely disclaimed, these exclusions shall be interpreted as necessary to give j2 and Reseller the full benefit of any disclaimer or limitation as permitted by applicable law. 

1. Third Party Claims. Customer is solely liable and responsible for any and all claims and proceedings directly or indirectly arising from, connected with, or relating to the use of the Campaigner Solution by Customers, Users, or anyone using any of their accounts. Customer is also solely liable for any breach of this Agreement, violation or infringement of the rights of other parties, violation of the acceptable use policy, or violation of any applicable civil or criminal law, rule, or regulation by Customers, or Users. J2 and Reseller disclaim responsibility and liability for such matters to the fullest extent permitted by law. 

1. Fair Allocation of Liability. This section 9 represents a fair allocation of risk and liability, which is reflected in the fees to be paid hereunder. 

1. INDEMNIFICATION 

1. Reseller Indemnity. Customer will indemnify, defend, and hold harmless Reseller and j2, their Affiliates, and their respective past, present, and future directors, officers, employees, agents, representatives, subcontractors, successors, permitted assigns, and related parties from and against any claims and proceedings directly or indirectly relating to: 

1. the use of the Campaigner® Solution by Customer or Users; 

1. any negligence, misconduct, or breach of this CHO E-mail Messaging Addendum or Agreement by Customer or Users, or any other party for whom Customer or User is responsible or liable under this CHO E-mail Messaging Addendum; 

1. the content and delivery of any of Customers’ or Users’ messages using the Campaigner® Solution; 

1. the infringement of any trademark or copyright by Customers or Users; or 

1. the expiration or termination of this CHO E-mail Messaging Addendum.
   J2 retains the right to participate in the defense of and settlement negotiations relating to any claim or proceeding with counsel of its own selection at its sole cost and expense. 

1. PRIVACY POLICY & STORAGE 

1. Privacy Policy. j2 is dedicated to establishing a trusting relationship with its resellers and customers based on respect for personal identity and information, by promoting the use of fair information practices. A current copy of j2’s Privacy Policy is available here (https://www.campaigner.com/legal/privacy-policy/) and is incorporated herein by reference. 

1. Storage. While a particular account is active, j2 will store messages sent and received for a period of up to one year, in each case measured from the date of receipt of such message. Contact lists are maintained while the account is in good standing. j2 shall maintain administrative, technical, and physical safeguards to protect the security, confidentiality, and integrity of Customer information in its possession.
   Customer acknowledges that j2 may change its practices and limitations concerning the storage of messages at any time and that notification of any such changes will be posted on j2’s website. Customer further agrees that this feature is provided as a convenience to its resellers and customers only, and j2 and its Affiliates have no responsibility or liability whatsoever for the deletion, loss, disclosure of, or failure to store, any messages and/or other communications maintained or transmitted by the Campaigner Solution. 

1. MISCELLANEOUS 

1. Inurement. This CHO E-mail Messaging Addendum will inure to the benefit of and be binding upon each of the parties and their respective successors and permitted assigns. 

1. Force Majeure. Notwithstanding any other provision, j2 will not be liable for any delay in performing or failure to perform any of its obligations under this CHO E-mail Messaging Addendum to the extent performance is delayed or prevented due to any cause or causes that are beyond j2’s reasonable control, including without limitation: 

1. any act of God, fire, explosion, lightning, storm, flood, earthquake, accident, or natural disaster; 

1. war, terrorism, hostilities, civil war, insurrection, riot, civil unrest, commotion, or acts of a public enemy; 

1. labor shortages, strikes, lock-outs, or other labor, industrial or trade action, disputes, disruption, or disturbances (whether involving its employees or those of any other party); 

1. theft, sabotage, malicious damage, fraud, epidemic, or quarantine restrictions; 

1. material shortages or rationing; 

1. general failure, malfunction or unavailability of power, utilities, telecommunications, data communications, or related services; 

1. action, inaction, demand, order, restraint, restriction, requirement, prevention, or hindrance by any government or court; or 

1. applicable law or regulation. Any delay or failure of this kind will not be deemed to be a breach of this CHO E-mail Messaging Addendum by j2, and the time for j2’s performance of the affected obligation will be extended by a period that is reasonable in the circumstances.