Marketing Health Check - Terms & Conditions
Effective March 22, 2023
Welcome to Mailchimp Health Check conducted by Mayple Ltd. (“Mayple”) (“Mailchimp Health Check”). Mayple has developed a proprietary online solution and marketplace platform to connect companies and businesses with marketing professionals, including by providing personally tailored marketing audits, suggestions and insights (the “Solution”). Mailchimp Health Check is a marketing solution offered by Mayple and provided through Mailchimp, that matches a User to a Mayple marketing professional (a “Marketing Professional '') who will conduct a marketing audit of your Mailchimp account (“Audit”), and provide you marketing recommendations based on the results of the audit (“Recommendations”), and, in certain cases, implementation of the Recommendations (“Implementation”; together with the Recommendations and the Audit, the “Health Check Services”) in your Mailchimp Account.
By clicking “I agree” within the Mailchimp application and continuing to use the Health Check Services, you are agreeing to these Mailchimp Health Check Terms during the Term (defined below).
1. Introduction. Who are You? Because the Health Check Services are being offered through the Mailchimp App, “you” refers to the Mailchimp customer (e.g., person or entity) who holds a license or subscription to the Mailchimp Services with which the Health Check Services will be enabled. You are fully responsible for compliance with these Health Check Terms for anyone using the Health Check Services on your behalf. Any person using the Health Check Services on behalf of a Mailchimp customer binds that Mailchimp customer to these Health Check Terms.
2. What's included in the Health Check Services?
During the Term, the Health Check Services will be provided to you at no additional cost. To begin your use of the Health Check Services, you must complete your enrollment and create an account with Mayple. After creation of your Mayple Account, a Marketing Professional will conduct the Health Check Services. The Health Check Services will consist of a Health Check Services kick-off meeting, after which the Marking Professional will conduct the Health Check and provide Recommendations based on the Health Check in a Health Check Services review meeting. If you choose to proceed with Implementation of those Recommendations, you can then decide which of the up to three (3) Mailchimp Core Features described below to implement. Implementation is categorized as “Simple”, “Medium”, or “Complex” and may be provided by Mayple or Mailchimp, for clarity, a “Medium” or “Complex” implementation does not include implementation of the features available in the lower level of implementation.
The Five Mailchimp Core Features Available for Implementation:
A. Integrations (This is limited to enabling integrations with platforms currently available from Mailchimp as specified below. Any integrations with platforms not currently available for integration with Mailchimp are considered “Complex” and require referral to Mailchimp)
- Simple (up to 2 integrations) & Medium (up to 6 integrations): Shopify, WooCommerce, Squarespace, Zapier, Big Cartel, MailMunch, Squarespace Commerce, BigCommerce, Salesforce, Canva, Prestashop
- Complex: All other integrations (i.e. integrations with other platforms not currently available from Mailchimp or in excess of 6 integrations) are out of scope of the Health Check Services, requires a referral to the Mailchimp team for consideration
B. Audience Management
- Simple: Field, tag, and group creation. Segment creation and consulting up to 1 hour.
- Medium: Field, tag, group creation, audience audit and clean up (segmentation of inactives, tag, field and group audit), advanced segmentation strategy & segments creation, consulting up to 1 hour.
- Complex: Field, tag, group creation, combine audiences (export data, creation/audit master audience, re-import data), audience audit and clean up (segmentation of inactives, tag, field and group audit), advanced segmentation strategy & segments creation, consulting up to 1 hour, consulting up to 2 hours
C. Email Best Practices (This does not include email creation)
- Simple: Check and guided setup of domain authentication, Review of recommended Sending frequency strategy, Nuni editor guidance
- Medium: Contact acquisition strategy and feature usage (sign up forms, importing through an integration), Check a/b testing usage, Personalization, Campaign calendar review and set up max 60 days
- Complex: Journeys: if/else, multiple starting points, auto-tagging, Check multivariate testing usage
D. Automation & Journeys
- Simple: Creation of customer journeys (1 starting point, no more than 3 emails)
- Medium: Creation of customer journeys (2 starting points, 2 decision making point, no more than 3 emails), Pre-built journeys consultation
- Complex: Creation of customer journeys (3 starting points, 2 decision making points, no more than 5 emails), Pre-built journeys consultation
- Simple: Review of Email Campaign Reporting - How to understand your reports
- Medium: Review of Email Campaign Reporting - How to understand your reports, Review of Email Analytics - How to use and understand, Review of additional reporting: Journeys/ads/surveys etc., Comparative reports
- Complex: Review of Email Campaign Reporting - How to understand your reports., Review of Email Analytics - How to use and understand, Review of additional reporting: Journeys/ads/surveys etc. , Review of Comparative reports and Creation of up to 1 comparative report, Review of Custom reporting, Creation of up to 1 custom report
The Health Check Services, including Implementation of up to three (3) of the Mailchimp Core Features, will be completed within sixty (60) days from the date of the creation of your Mayple account. The Health Check Services will be provided by Marking Professionals in the United States, Israel, and other countries as needed. After completion of the Health Check Services, Mayple will conduct a post-Health Check Services check and, if applicable, a post-Implementation survey.
3. Term and Termination. The “Term” of your authorized use of the Health Check Services commences on the date you accept these Health Check Terms and continue until the earlier of (i) termination of the Health Check Services by either you or Mailchimp (“Termination”), (ii) sixty (60) days from the date of your creation of Mayple account (the “Expiration Date”), or (iii) the Completion of the Health Check Services. “Completion of the Health Check Services'' means either the (i) completion of the Health Check Services review meeting in which you decline any Implementations, (ii) completion of the Health Check Services review meeting in which you decide to postpone any Implementations, such postponement not to exceed a time frame agreed to by you and Mayple, and if such timeframe is exceeded, your free Implementation through the Health Check Services will expire, or (iii) completion of the Health Check Services review meeting and post-Implementation survey and review meeting. If you choose to Terminate your participation in the Health Check Services prior to the Expiration Date or Completion of the Services, you may do so at any time by opting out of the Health Check Services in your Mayple account or by communicating your intentions to your Mailchimp Customer Success Manager. After the Term, these Health Check Terms will terminate effective immediately and your access to the Health Check Services will immediately be revoked, provided, however, you may still access the Audit results and Recommendations provided during the Term through your Mayple account. If you desire to continue use of Mayple’s Solution, you must purchase the Solution directly from Mayple through your Mayple account. Your continued access to the Solution will be subject to the pricing, terms and conditions set forth by Mayple and these Health Check Terms will not apply to your use of any Mayple Solutions.
5. Restrictions. You may not, whether by yourself or anyone on your behalf:
- copy, modify, create derivative works of, adapt, emulate, translate, reverse engineer, compile, decompile or disassemble any portion of the Health Check Services or any content therein and any other information, material and data available on the Solution or in the Health Check Services (collectively, the “Health Check Content”), in any way, or publicly display, perform, or distribute the Content, without our prior written consent. For purposes of these Health Check Terms, any content and any other information, material and data, including without limitation personally identifiable information or Personal Data as such term is defined under the EU General Data Protection Regulation 2016/679 (“GDPR”), which were originally uploaded to the Solution by you or on your behalf, or were originally owned by you, or were created as work made for hire by a Marketing Professional or on their behalf (collectively, the “User Content”), shall not be considered as Content;
- make any use of the Solution or Health Check Services on any other website or networked computer environment for any purpose;
- create a browser or border environment around the the Solution, the Health Check Services, and/or Health Check Content, link, including in-line linking, to elements on the Solution, or the Health Check Services, such as images, posters and videos, and/or frame or mirror any part of the Solution or Health Check Services;
- transmit, distribute, display or otherwise make available through or in connection with the Solution or the Health Check Services any content including User Content, which may infringe third party rights, including Intellectual Property rights and privacy rights, or which may contain any unlawful content;
- transmit or otherwise make available in connection with the Solution or the Health Check Services, and/or use the Solution or the Health Check Services to distribute and/or otherwise transmit any virus, worm, Trojan Horse, time bomb, web bug, spyware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component;
- interfere with or disrupt the operation of the Solution or the Health Check Services, or the servers or networks that host the Solution or the Health Check Services or make the Solution or the Health Check Services available, or disobey any requirements, procedures, policies, or regulations of such servers or networks;
- sell, license, or exploit for any commercial purposes other than as expressly permitted hereunder for your own internal benefit, any use of or access to the Health Check Content and/or Solution;
- use the Solution or the Health Check Services for and/or in connection with any form of spam, unsolicited mail or similar conduct;
- bypass any measures which may be used to prevent or restrict access to the Solution or the Health Check Services, and/or certain functionalities therein;
- use the Health Check Content, the Health Check Services and/or the Solution for any illegal, immoral or unauthorized purpose;
- provide User Content that is or may reasonably be believed to be illegal, fraudulent, or unauthorized or in furtherance of any illegal, counterfeiting, fraudulent, pirating, unauthorized, or violent activity, or that involves, or you reasonably believe or should reasonably believe to involve, any stolen, illegal, counterfeit, fraudulent, pirated, or unauthorized material;
- provide User Content that does not comply with all applicable laws, rules, or regulations, including obtaining all necessary permits, licenses, registrations;
- infringe or violate any of these Health Check Terms.
6. Intellectual property. “Intellectual Property” means proprietary and intellectual property, including the Solution, the Health Check Services, the Mailchimp Core Features, their logos, graphics, icons, images, as well as the selection, assembly and arrangement thereof, our or Mayple’s proprietary software, algorithms and any and all intellectual property rights pertaining thereto, including, without limitation, inventions, patents and patent applications, trademarks, trade names, logos, copyrightable materials, graphics, text, images, designs (including the “look and feel” of the Solution, the Health Check Services, the Mailchimp Core Features, and any part thereof), specifications, methods, procedures, information, know-how, data, technical data, interactive features, source and object code, files, interface, GUI and trade secrets, whether or not registered and/or capable of being registered.
The Intellectual Property is either owned and/or licensed to us or Mayple, and is subject to copyright and other applicable intellectual property rights. You may not copy, distribute, display, execute publicly, make available to the public, emulate, reduce to human readable form, decompile, disassemble, adapt, sublicense, make any commercial use, sell, rent, lend, process, compile, reverse engineer, combine with other software, translate, modify or create derivative works of any material that is subject to our or Mayple’s proprietary rights, including our and Mayple’s Intellectual Property, either by yourself or by anyone on your behalf, in any way or by any means, unless expressly permitted in the Health Check Terms.
We hereby grant you, and you accept, a personal, non-exclusive, non-commercial, non-transferable, non-sublicensable, fully revocable, limited license to use Health Check Content, solely for the limited purpose of using the Solution for your personal, non-commercial needs in accordance with the Health Check Terms.
“Mailchimp”, “Intuit" and all logos and other proprietary identifiers used by us in connection with the Health Check Services, (“Mailchimp Trademarks”) are all trademarks and/or trade names of ours, whether or not registered. All other trademarks, including “Perfpie”, “Mayple”, Solution marks, trade names and logos which may appear on or with respect to the Solution belong to their respective owners (“Third-Party Marks”). No right, license, or interest to Mayple Trademarks and/or to the Third-Party Marks is granted hereunder, and you agree that no such right, license, or interest shall be asserted by you with respect to Mailchimp Trademarks or the Third-Party Marks and therefore you will avoid using any of those marks, unless expressly permitted herein or by the relevant owners of such Third-Party Marks.
You are hereby prohibited from removing or deleting any and all copyright notices, restrictions and signs indicating proprietary rights of Mailchimp and/or its licensors, or included in any Third-Party Marks including copyright mark [©] or trademark [® or TM] contained in or accompanying the Solution or the Health Check Services, and you represent and warrant that you will abide by all applicable laws in this respect. You are further prohibited from using, diluting or staining any name, mark or logo that is identical, or confusingly similar to any Mailchimp marks and logos or any Third-Party Marks, whether registered or not.
7. Your Obligations. You hereby represent and warrant that you: (i) shall be and remain exclusively responsible for all User Content created, uploaded to the Health Check Services, or provided by you, on your behalf or through your Mayple account, and that all such User Content has been and shall be legally obtained, does not and will not infringe any third party rights, (ii) shall allow us, our agents, subcontractors, and third-party service providers, including Mayple, to access, use, transfer, display, reproduce, and modify your User Content, for the sole purpose of providing the Health Check Services and our internal research, development, and enhancement of the Health Check Services and/or the Intuit Platform and related products and services, (iii) shall comply with all applicable laws and regulations with respect to your activities under these Health Check Terms, (iv) have provided sufficient notices and obtained necessary or advisable consents required from any third-party and have otherwise the lawful basis upon which to share any of your User Content through your use of the Solution, including any personal information included therein.
8. Non-circumvention. During the Term and/or for one year following the date of approaching the particular Marketing Professional matched to a User through the Health Check Services, you agree not to engage, contract with, work with, enter into and/or execute any contractual relationship concerning marketing and advertising services, directly or indirectly with any Marketing Professional introduced or approached to you by us or Mayple, other than through the Health Check Services. You understand and agree that if you violate your obligations under this Section, we will suffer irreparable injury and shall be entitled to (i) receive from you liquidated damages in the amount of fifteen thousand USD (USD $15,000); (b) injunctive relief barring any such further breach of this Section; and (c) any and all other remedies available to us at law or in equity.
9. Third Party Component. You understand that the Solution and Health Check Services may use or include third party software, files and components that are subject to open source and third party license terms (“Third Party Components”). You acknowledge that neither we nor Mayple is the author, owner or licensor of any Third-Party Components, and that neither we, nor Mayple, make any warranties or representations, express or implied, as to the quality, capabilities, operations, performance or suitability of Third Party Components. Under no circumstances shall the Solution, Health Check Services or any portion thereof (except for the Third-Party Components contained therein) be deemed to be “open source” or “publicly available” software. You understand that Mayple experts are not employees or authorized agents of Mailchimp, and by providing these resources to You, Mailchimp does not guarantee or endorse Mayple's services.
10. Disclaimer of Warranties. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE OFFER THE HEALTH CHECK SERVICES AND ACCESS TO THE SOLUTION ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND WE HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF USABILITY, ACCURACY, QUALITY, AVAILABILITY, RELIABILITY, SUITABILITY, COMPLETENESS, TRUTHFULNESS, AS WELL AS WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. YOU MAY HAVE OTHER STATUTORY RIGHTS, IN WHICH CASE THE DURATION OF ANY STATUTORY WARRANTIES WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
11. Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE OR MAYPLE BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER LIABILITY RELATED TO THE HEALTH CHECK SERVICES, THE SOLUTIONS, OR ANY THIRD-PARTY COMPONENT, INCLUDING FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS OR COSTS OF DELAY. IF THE FOREGOING DISCLAIMER OF DIRECT DAMAGES IS NOT ENFORCEABLE AT LAW FOR ANY REASON, IN NO EVENT WILL OUR OR MAYPLE’S AGGREGATE LIABILITY TO YOU UNDER THESE HEALTH CHECK TERMS EXCEED FIFTY DOLLARS (US $50). No action may be brought by you for any breach of these terms, more than one (1) year after the accrual of such cause of action. As some states do not allow the exclusion or limitation of incidental or consequential damages, then such limitations may not apply only to a user residing in such states.
13. Modification of Services. We reserve the right to modify, correct, amend, enhance, improve, make any other changes to, or discontinue, temporarily or permanently, the Health Check Services (or any part thereof) without notice, at any time. In addition, you hereby acknowledge that the Health Check Content available through the Health Check Services may be changed, modified, edited or extended in terms of content and form or removed at any time without any notice to you. You agree that we shall not be liable to you or to any third party for any modification, suspension, error, malfunction or discontinuance of the Health Check Services (or any part thereof).
14. Amendment of Terms. We may modify or change these Health Check Terms from time-to-time, at our sole discretion and without any notice. Any substantial changes of these Health Check Terms will be first notified on the Mailchimp App and/or by sending you an e-mail regarding such changes to the e-mail address that is registered under your account. If you do not agree to the new Health Check Terms or if we terminate these Health Check Terms, you must stop using the Health Check Services.