Terms of Service
Last revised on October 2023, effective as of November 2023.
These terms and conditions (“Agreement”) apply to your use of Customer.io’s automated messaging and analytics technology (including any data or content available through such technology) purchased by you, the customer (“Services”). By purchasing the Services, you agree to the terms of this Agreement. You represent and warrant to Customer.io that if you are an individual (i.e., not a corporation) you are at least 18 years of age. By agreeing to this Agreement on behalf of an entity, you represent and warrant that you have been duly authorized to bind such entity and enter into this Agreement on such entity’s behalf. You also represent and warrant that you are legally permitted to use the Services. This Agreement is void where prohibited by law, and the right to use the Services is revoked in such jurisdictions.
1. Access to Services
Subject to the terms and conditions of this Agreement, Customer.io will provide the Services, solely for you and your authorized employee and independent contractor end users (“Authorized Users”).
The Services include the ability to plan campaigns and send messaging through various communication channels, and includes the features and components made available to you by Customer.io within the Services (including text, data, software, APIs, graphics, photographs, images, illustrations, audio clips and video clips), excluding any Third Party Services (as defined in Section 9 below). Customer.io may change, suspend or discontinue the Services for any reason, at any time, including the availability of any feature, integration, or content. Customer.io may also restrict your access to parts or all of the Services without notice or liability.
Customer.io will use commercially reasonable efforts to ensure that the Services are available twenty-four hours a day, seven days a week. However, there will be occasions when the Services will be interrupted for maintenance, upgrades, emergency repairs, or due to failure of telecommunications links or equipment, or due to similar reasons. Customer.io will take reasonable steps to minimize such disruption where it is within Customer.io’s reasonable control. Customer.io will not be liable to you or any other party for any suspension, modification, discontinuance, or lack of availability of the Services, your Data (defined below), or other content.
2. Intellectual Property Rights
As between Customer.io and you, Customer.io (or its licensors) is the sole and exclusive owner and will retain all right, title and interest in and to the Services. You will not copy or store any portion of the Services other than for your personal, noncommercial use, without prior written permission from Customer.io, or from the applicable copyright holder. All trademarks, service marks, and trade names that appear on the Services are proprietary to Customer.io or third parties. You will abide by all copyright notices and restrictions contained in the Services. Subject to the terms and conditions of this Agreement, Customer.io grants you and your Authorized Users a nonexclusive, nontransferable, revocable right (without right to sublicense) to access and use the Services, solely for your and your Authorized Users’ internal business purposes. Except as provided in this Section, you may not modify, publish, transmit, participate in the transfer or sale of, reproduce, create derivative works based on, distribute, perform, display, or in any way exploit, any of the Services in whole or in part. Additionally, you will not attempt to circumvent any of Customer.io’s technical measures, or decompile, reverse engineer, or disassemble the Services.
In accordance with the Digital Millennium Copyright Act (“DMCA”) and other applicable law, Customer.io has a policy of terminating, in appropriate circumstances and in its sole discretion, users who are deemed to be repeat infringers. Customer.io may also terminate the accounts of any users who infringe any intellectual property rights of others.
If you think anyone has posted material to the Services that violates your copyright or other intellectual property right, then you can notify Customer.io at email@example.com or via mail at Peaberry Software Inc., Attn: Legal, 9450 SW Gemini Dr., Suite 43920, Beaverton, Oregon 97008-7105. Your notice must include all of the information required under 17 U.S.C. §512(c)(3) regarding notification requirements under the DMCA. Upon receipt of such complaint, we may take whatever action, in our sole discretion, we deem appropriate, in accordance with applicable law (including with the safe harbor provisions of the DMCA).
If we receive a notice that substantially complies with DMCA notice requirements, we must expeditiously remove or disable access to the content claimed to be infringing. We may give notice of a claim of copyright infringement by means of a general notice in the Services, electronic mail, or by written communication. If we remove your content and you believe that we have removed or disabled this content by mistake or misidentification, you may notify us. Your notification must include all of the information required by 17 U.S.C.§512(g)(2).
Please see for notification requirements under the DMCA. Customer.io may give notice of a claim of copyright infringement to users by means of a general notice on the Services, electronic mail or by written communication.
4. Customer Data
As between you and Customer.io, your data includes, and you own all right, title and interest in and to (a) the information or materials that you input into or upload to the Services for purposes of your messaging campaigns, including text, sound, video, or image files, and (b) the information about the recipients of your message campaigns that you provide to Customer.io, including email address, name, telephone numbers, or other identifiers or information that you provide (“Data”). You grant Customer.io a non-exclusive, worldwide, royalty-free, transferable license to use, modify, reproduce, and display such Data (including all related intellectual property rights) to provide, support, administer, and improve the Services. You represent and warrant that you: (i) possess sufficient rights in and to the Data as may be necessary to permit the use contemplated under this Agreement; and (ii) you will not contribute any Data that: (1) infringes any intellectual property right, proprietary right, or the privacy or publicity rights of another; (2) is libelous, defamatory, obscene, pornographic, harassing, hateful, offensive or otherwise violates any law or right of any third party; (3) contains a virus, trojan horse, worm, or other computer programming routine or engine intended to detrimentally interfere with the Services or any system, data or information; or (4) causes damage to the systems of Customer.io or its users in any way.
You bear all responsibility and liability for the accuracy, completeness, quality, integrity, legality, reliability, appropriateness, and right in the Data and Customer.io’s access, possession and use of the Data as permitted herein. Customer.io does not assume liability for any Data.
Customer.io reserves the right to remove any Data from the Services at any time, without notice, if Customer.io reasonably determines that the Data violates this Agreement or poses a threat to the Services. In such event, Customer.io will make commercially reasonable efforts to alert you of such actions as soon as practicable. Customer.io may, but is not obligated to, monitor Data and may remove any such Data or prohibit any use of the Services, including by refusing to send messages to your recipients, if Customer.io believes in its sole discretion, Data or your use thereof may be (or is alleged to be) in violation of this Agreement or any applicable laws, or may otherwise impact delivery of the Service.
5. Site Submissions; Feedback
Any feedback relating to the Services (“Feedback”) that you provide Customer.io, you give Customer.io, without charge, royalties, or other obligation to you, the right to make, have made, create derivative works, use, share, and commercialize your Feedback in any way and for any purpose. Customer.io will not be required to treat any Feedback as confidential, and will not be liable for any ideas or incur any liability as a result of any similarities that may appear in future Services.
All business, technical, financial, and other information obtained from the disclosing party that the disclosing party identifies as confidential at the time of disclosure or should be reasonably known by the receiving party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure constitutes the confidential property of the disclosing party (“Confidential Information”). For clarity, to the extent Data is non-public information or proprietary information, it will be deemed Confidential Information without any marking or further designation.
Except as expressly authorized herein, the receiving party will: (i) hold in confidence and not disclose any Confidential Information to third parties; and (ii) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under this Agreement. The receiving party may disclose Confidential Information to its employees, agents, contractors, suppliers, affiliates, and other representatives with a legitimate need to know, provided that such representatives are bound to confidentiality obligations no less protective of the disclosing party than those in this Section 6. The receiving party’s confidentiality obligations will not apply to information that the receiving party can document: (a) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (b) was or has become public knowledge through no fault of the receiving party; (c) was rightfully obtained by the receiving party from a third party without breach of any confidentiality obligation; or (d) was independently developed by employees of the receiving party who had no access to such information or do not rely on such information. The receiving party may make disclosures to the extent required by law or court order, provided the receiving party notifies the disclosing party in advance (if reasonably practicable) and reasonably cooperates in any effort to obtain confidential treatment. The receiving party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the receiving party the disclosing party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it may have at law.
Unless otherwise required by applicable law, within 60 days of the termination of this Agreement for any reason, a receiving party must: (i) cease the use of all Confidential Information of or relating to the disclosing party (or any affiliate of the disclosing party); and (ii) delete, and upon request certify that it has deleted, all documents and other materials in its possession or control containing, recording, or constituting that Confidential Information.
7. Commercial Terms
Fees for the Services are posted on the Services or in a service order (“Service Order” and the fees therein, the “Fees”). You will pay the Fees for the initial term upon starting your subscription. Following your first payment, Fees are due, as follows: (i) for monthly subscriptions, each month on the same (or closest) date as the day you made your first payment; (ii) for annual subscriptions, each year on the same (or closest) date as the day you made your first payment; or (iii) as otherwise mutually agreed. If your usage exceeds your sending limit (as set forth in the Services or the Service Order), you agree to pay for the tier of usage associated with your usage for the remainder of your Subscription Term. If your usage exceeds the limits of your pre-paid plan, we will charge you overages to the card or payment method associated with your account. Customer.io reserves the right to change Fees at any time by posting an update to the Services or otherwise providing reasonable notice to you. You are responsible for payment of all applicable Fees. You agree to provide valid and accurate credit card information and payment details and authorize Customer.io to deduct the Fees against the payment instrument provided. If you are using a credit card, you represent and warrant you are authorized to use that credit card, and that any and all charges may be billed to that credit card and won’t be rejected. Any amounts not paid when due shall bear interest from the due date at the rate of 1.5% per month or the highest rate of interest permitted by law. If you fail to pay any Fees when due, Customer.io may terminate this Agreement in accordance with Section 13 of this Agreement.
Customer.io continually develops new features to improve or support the Services. From time to time, we may make certain features available to customers for free for a period of time as part of the Services. Where we introduce a feature for free, we reserve the right to discontinue that feature at any time, with or without notice to you. We also reserve the right to charge Fees for such feature upon at least 30 days’ notice to you. If we provide you with notice that we will begin charging a Fee for a feature that was previously made available for free, we will also provide you with an opportunity to discontinue your use of that feature prior to incurring any Fees for the use thereof.
If you are using the paid portion of the Services, you will pay or reimburse Customer.io for all sales, use, excise, and all other taxes and all duties, related to Customer.io’s performance under this Agreement excluding, taxes measured by Customer.io’s profits, overall sales, employment, and property or other taxes measured in whole or in part by the value of Customer.io’s assets.
Customer.io will provide you with reasonable customer support and maintenance for the paid portion of the Services via e-mail. Customer.io does not guarantee that the support will be available at a certain time or that Customer.io will respond within a certain time or resolve all problems in connection therewith.
If you register for a free trial, we will make the applicable Services available to you on a trial basis free of charge until the earlier of: (a) the end of the free trial period (if not terminated earlier), or (b) the start date of your paid subscription. Unless you purchase a subscription to the applicable Services before the end of the free trial, all of your Data in the Services may be permanently deleted at the end of the trial, and will not be recoverable. If we include additional terms and conditions for a trial, those will apply and will govern over these terms in the event of conflict.
You are responsible for all of your activity in connection with the Services. You agree that you will not, and that you are prohibited from: (a) copying, modifying, reproducing, duplicating, publishing, licensing, or creating derivative works or improvements of the Services, or any material made available within the Services; (b) renting, leasing, lending, selling, sublicensing, assigning, distributing, publishing, transferring, or otherwise making the Services, or any information, software or materials available within the Services, to any third-party; (c) reverse engineering, disassembling, decompiling, decoding, adapting, or otherwise attempting to derive or gain access to any portion of the Services, in whole or in part; (d) bypassing or breaching any security device or protection used by the Services or accessing or using the Services other than by an authorized user through the use of valid access credentials; (e) inputting, uploading, transmitting, or otherwise providing to or through the Services, any information or materials that are unlawful or injurious, or contain, transmit, or activate any harmful code; (f) damaging, destroying, disrupting, disabling, impairing, interfering with, or otherwise impeding or harming, in any manner, the Services or the provision of the Services, in whole or in part; (g) removing, deleting, altering, or obscuring from the Services any of our trademarks; (h) accessing or using the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right, data privacy right, or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction, or disclosure of data), or that violates any applicable law; (i) accessing or using the Services for purposes of developing a competitive offering; (j) sending unsolicited messages, phishing messages, spam, any message that attempts to obtain or derive information from an individual for an unlawful purpose, or running maillist, listserv, or any form of auto-responder; (k) impersonating any third-party; (l) using the Services in any manner that is or could be construed as obscene, threatening, abusive, defamatory, libelous, or which encourages criminal conduct; and (m) using the Services for any illegal activity or otherwise in violation of applicable law (including, as applicable, violation of laws related to the marketing or promotion of cannabis, alcohol, medical, medicinal, or pharmaceutical products, firearms or tobacco).
You represent, warrant, and covenant that your use of the Services will at all times comply with Customer.io’s Acceptable Use Policy, as may be amended by Customer.io from time to time, and you will not access or use third party mailing lists in connection with preparing or distributing e-mail through the Services.
9. Third Party Services and Integrations
The Services use third party messaging platforms, and we allow you to integrate with third party software, services, applications, or other tools (“Third Party Service”). The Third Party Services are not offered by Customer.io, and are not subcontractors or subprocessors of Customer.io. Customer.io does not direct, control, or operate the Third Party Service and is not responsible for (a) how the Third Party Service is provided, (b) the accuracy, completeness, integrity, or security of any Third Party Service or any integration point controlled by a Third Party Service, or (c) how the Third Party Service transmits, accesses, processes, stores, uses, shares, or provides data. The Third Party Service may make changes to its service, or components thereof, or suspend or discontinue its service with or without notice.
The Third Party Services may require that you agree to their terms and conditions prior to the use of the Third Party Service. These terms and conditions may be provided as a click through for you to accept within the Service or may be provided directly on the Third Party Service website or within your account with the Third Party Service. Third Party Service terms may be updated without notice to you. You are solely responsible for ensuring that you review and comply with all Third-Party Service terms and conditions.
With respect to the Third Party Services, the service agreement is entered into directly between you and the applicable Third Party Service. You agree that any claims you may have regarding the Third Party Service and all liability arising out of your use of the Third Party Service (if any) is solely between you and the applicable Third Party Service provider. We expressly disclaim all liability related to or arising from any Third Party Service, including liability related to or arising from any errors, inaccurate information, updates, modifications, outages, delivery failures, corruption of data, loss of data, use of data, security, discontinuance of services, violation of applicable law, or termination of the Third Party Service.
Customer.io has no special relationship with or fiduciary duty to you. You acknowledge that Customer.io has no control over, and no duty to take any action regarding: (a) which end users gain access to the Services; (b) what results you may obtain via the Services; (c) how you may interpret or use such results; or (d) what actions you may take as a result of having been exposed to the Services. You hereby release Customer.io from all liability arising from or related to your use of the Services. Customer.io will not be liable for any failures for any features in the Services or other problems which arise from or are related to your Data or any equipment or service outside of Customer.io’s facilities or control. You will use the Services only in compliance with all applicable laws (including policies and laws related to spamming, privacy, intellectual property, consumer and child protection, obscenity, or defamation.) You’re responsible for determining whether the Services are suitable for your use in light of any regulations like HIPPA, data protection laws, or other laws.
TO THE FULLEST EXTENT ALLOWED BY LAW, CUSTOMER.IO WILL NOT BE RESPONSIBLE OR LIABLE FOR THE ACCURACY, RELIABILITY, AVAILABILITY, COMPLETENESS, COPYRIGHT COMPLIANCE, LEGALITY, OPERABILITY OR DECENCY OF MATERIAL CONTAINED IN OR ACCESSED THROUGH THE SERVICES. THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. CUSTOMER.IO DISCLAIMS ALL SUCH WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
BY USING THE SERVICES, YOU ACKNOWLEDGE THAT CUSTOMER.IO IS NOT RESPONSIBLE OR LIABLE FOR ANY HARM RESULTING FROM: (i) YOUR SPECIFIC USE OF THE SERVICES (INCLUDING THE DATA YOU SEND OR THE RECIPIENTS TO WHOM YOU SEND IT TO); (ii) YOUR UNAUTHORIZED DISCLOSURE OF IMAGES, INFORMATION OR DATA THROUGH THE SERVICES; AND (iii) YOUR INABILITY TO ACCESS OR RETRIEVE ANY DATA FROM THE SERVICES (iv)THE ACCURANCY, RELIABILITY, AVAILABILITY, COMPLELENESS, COPYRIGHT COMPLIANCE, LEGALITY, OPERABILITY OR DECENCY OF ANY DATA YOU SEND VIA THE SERVICES.
11. Registration and Security
As a condition of using the Services, you and your Authorized Users may be required to supply Customer.io with certain registration information. You will provide Customer.io with accurate, complete, and updated registration information. Neither you nor your Authorized Users may share your password or login credentials with anyone. You are responsible for maintaining the confidentiality of such credentials.
Your Authorized Users must create their own respective account, subject to any applicable seat limits and such users’ compliance with this Agreement. Both you and the Authorized User are responsible for all activity under such accounts. You will immediately notify us of any suspected, unauthorized use of your or an Authorized User’s account or any other breach of security you become aware of. Customer.io has the right to refuse registration of and suspend or terminate any Authorized User in its discretion. Customer.io may further suspend access to the Services (including by refusing to send messages) in the event Customer.io reasonably believes such action is necessary due to your breach of this Agreement, your violation of any applicable message limits or caps, breach of applicable law, or to protect the security or integrity of the Services or any data thereon; Customer.io will provide advanced written notice of such suspension, if reasonably practicable.
You will indemnify, defend, and hold Customer.io, its directors, officers, employees, agents, and representatives harmless, including costs and reasonable attorneys’ fees, from any claim or demand made by any third party due to or arising out of: (i) your access or use of the Services, (ii) your violation of this Agreement, (iii) your infringement, or the infringement by any third party using your registration information, of any intellectual property, or other right of any person or entity, and (iv) the Data or any other materials provided to Customer.io.
13. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT FOR DAMAGES AND LIABILITIES ARISING FROM: (i) YOUR VIOLATION OF THE ACCEPTABLE USE POLICY; (ii) A PARTY’S INDEMNIFICATION OBLIGATIONS; OR (iii) GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY, ITS DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, MEMBERS, AGENTS AND REPRESENTATIVES BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND OR DAMAGES FOR LOSS OF USE, PROFITS, DATA, IMAGES, OR OTHER INTANGIBLES, OR IN THE CASE OF CUSTOMER.IO, DAMAGES FOR UNAUTHORIZED USE, NON-PERFORMANCE OF THE SERVICES, ERRORS OR OMISSIONS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CUSTOMER.IO’S LIABILITY UNDER THIS AGREEMENT WILL BE LIMITED TO THE GREATER OF: (A) THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE THE CLAIM AROSE; OR (B) $100.00 US DOLLARS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
This Agreement begins on the date you first use the Services and continues as long as you access the Services. If you purchase a subscription, your subscription will automatically renew at the subscription period frequency referenced on the Services (or if not designated, then monthly), or as otherwise set forth in an applicable Service Order (“Subscription Term”). Customer.io reserves the right to increase the Fees for your subscribed Services upon any renewal. You may terminate your use of the Services, any Service Order and this Agreement by providing written notice of termination to Customer.io; please note that you will remain liable for all Fees for the remainder of the then-current Subscription Term. Customer.io may also terminate or suspend any and all Services immediately, without prior notice or liability, if you breach any of the terms or conditions of this Agreement. Customer.io may immediately terminate this Agreement if (i) you become subject to or file for bankruptcy or experience another insolvency event; or (ii) you assign this Agreement in accordance with Section 17. In the event Customer.io terminates this Agreement due to your breach, or upon your filing for bankruptcy or other insolvency event, you will remain liable for all Fees for the remainder of the then-current term. Any Fees paid hereunder are non-refundable, unless otherwise required by law. Upon any termination, your right to use the Services and access Data through the Services will immediately cease. All provisions of this Agreement which by their nature should survive termination will survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnification obligations, and limitations of liability. In the event this Agreement terminates or expires before the termination or expiration of a Service Order, this Agreement will govern such Service Order, until the Service Order terminates or expires.
This Agreement will be governed by and construed in accordance with the laws of the State of Oregon, excluding its conflicts of law rules, and the United States of America. Any dispute arising from or relating to the subject matter of this Agreement will be finally settled by the state and federal courts located in Multnomah County, Oregon. Use of the Services is not authorized in any jurisdiction that does not give effect to all provisions of this Agreement, including without limitation, this section.
The failure of either party to exercise in any respect any right provided for herein will not be deemed a waiver of any further rights hereunder. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
This Agreement is not assignable, transferable, or sublicensable by you except with Customer.io’s prior written consent. Customer.io may transfer, assign or delegate this Agreement and any or all of its rights and obligations without consent.
Customer.io may publicly disclose in writing that you purchased Services and may use your trademarks, service marks or trade name solely in connection with such disclosures.
Any notice that is required or permitted by this Agreement to be in writing will be deemed effective upon receipt, when sent by confirmed e-mail, if to you, at the email address you provide with your account, and if to Customer.io, to legal@Customer.io or when delivered in person by nationally recognized overnight courier or mailed by first class, registered or certified mail, postage prepaid, to: Peaberry Software Inc., Attn: Legal, 9450 SW Gemini Dr., Suite 43920, Beaverton, Oregon 97008-7105. Notwithstanding the foregoing, for any notice that is required or permitted to be made, Customer.io may update the applicable URL and such updates will be effective on the effective date posted at the top of the applicable URL.