Terms of Service

These Terms of Service (the "Terms") govern access to and use of the Demand Trail services, websites, applications, APIs, integrations, communication features, and related services made available by Demand Trail LLC ("Demand Trail", "we", "us", or "our").

These Terms apply to the organization or person that creates an account, accepts an order form, purchases a subscription, or otherwise uses the Services ("Customer"). If an individual accepts these Terms on behalf of an organization, that individual represents that they have authority to bind that organization.

An order form, subscription page, statement of work, product terms, Data Processing Addendum, Acceptable Use Policy, Messaging and Anti-Spam Policy, AI Acceptable Use Policy, and other policies expressly incorporated by reference form part of the agreement between Customer and Demand Trail (collectively, the "Agreement"). If an order form expressly conflicts with these Terms, the order form controls for that order only.

"Authorized User" means an employee, contractor, representative, or other individual whom Customer authorizes to use the Services under Customer's account.

"Customer Data" means electronic data, content, records, files, configurations, communications, and information submitted to, stored in, generated through, or transmitted through the Services by or on behalf of Customer. Customer Data may include contacts, leads, companies, opportunities, lists, activities, tasks, notes, communications, files, custom fields, imports, workflow configurations, and integration data.

"Customer Personal Data" means Personal Data contained in Customer Data that Demand Trail processes on behalf of Customer.

"Connected Service" means a third-party product, service, account, API, mailbox, calendar, website, data source, messaging provider, payment service, or other external system connected to or used with the Services.

"Documentation" means the user documentation, technical documentation, plan descriptions, usage limits, and product notices made available by Demand Trail for the Services.

"Order" means an order form, online checkout, subscription selection, or other ordering document accepted by Customer and Demand Trail.

"Personal Data" means information relating to an identified or identifiable individual, or any similar term defined by applicable privacy law.

"Services" means the Demand Trail cloud services and features purchased, activated, or made available to Customer, including CRM, workflow, automation, integration, API, list, communication, reporting, and related functionality.

"Tenant" means the logical customer environment within the Services associated with Customer and its authorized subscriptions, workspaces, users, records, configurations, and permissions.

Customer must be legally capable of entering into the Agreement and may not use the Services if prohibited by applicable law, sanctions, or export controls.

Customer is responsible for ensuring that Authorized Users have authority to access the Customer Data and functionality made available to them. Customer is responsible for activity performed through Customer accounts, except to the extent caused by Demand Trail's breach of the Agreement.

Customer is responsible for maintaining accurate account information, controlling invitations, removing users who no longer require access, assigning roles and permissions, and protecting credentials and authentication methods.

Credentials are personal to the Authorized User to whom they are issued and may not be shared unless the Documentation expressly permits a service account or other non-human credential.

Customer controls which Authorized Users may access particular workspaces, records, integrations, and functions. Customer is responsible for configuring its own roles, permissions, ownership rules, and workflow access in a manner appropriate for Customer's organization.

Customer must promptly notify Demand Trail at security@demandtrail.com if it becomes aware of unauthorized access, compromised credentials, or a security event involving the Services.

Demand Trail may use technical controls designed to enforce subscription, Tenant, workspace, entity, ownership, and permission boundaries. Customer may not attempt to bypass those controls.

Subject to the Agreement and payment of applicable fees, Demand Trail grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the subscription term to access and use the Services for Customer's internal business purposes and permitted customer-facing business operations.

The Services are provided on a subscription basis and may be subject to plan limits, seat limits, record limits, usage limits, messaging limits, API limits, storage limits, feature entitlements, and other restrictions shown in the applicable Order, pricing page, Documentation, or Product Terms.

Customer may not resell, lease, sublicense, provide time-sharing access to, or otherwise make the Services available as a standalone service to third parties unless Demand Trail expressly authorizes that use in writing.

Demand Trail may update or modify features from time to time. We may make changes needed for security, legal compliance, third-party dependency changes, product improvement, or service operation. Material commercial changes to a paid subscription are handled in accordance with the applicable Order and these Terms.

As between the parties, Customer retains all right, title, and interest in Customer Data. Customer grants Demand Trail a non-exclusive right to host, copy, transmit, display, modify, and otherwise process Customer Data only as necessary to provide, secure, support, and improve the Services, comply with the Agreement, and comply with law.

Customer is responsible for the accuracy, quality, legality, and means of acquisition of Customer Data and for ensuring that its use of Customer Data through the Services complies with applicable law and third-party rights.

Customer represents that it has provided required notices and obtained required rights, permissions, consents, and lawful bases for Demand Trail to process Customer Data as instructed by Customer.

Customer must not use the Services as the primary storage location for information that the Documentation expressly prohibits, or for sensitive data categories that Demand Trail has not agreed in writing to process.

Demand Trail may generate and use aggregated or de-identified information that does not identify Customer or an individual for operating, securing, analyzing, and improving the Services, to the extent permitted by applicable law.

Customer may choose to connect the Services to Connected Services. Customer authorizes Demand Trail to access and exchange data with a Connected Service only as necessary to perform the integration configured by Customer.

Customer is responsible for maintaining valid rights, licenses, credentials, and accounts for Connected Services and for complying with the terms of those providers.

Connected Services are controlled by their providers. Demand Trail is not responsible for outages, changes, data loss, security incidents, rate limits, API changes, account suspension, or discontinuation caused by a Connected Service, except to the extent directly caused by Demand Trail's breach of the Agreement.

An integration may stop functioning if a third-party provider changes or discontinues its service, API, authentication method, or technical requirements. Demand Trail may modify or discontinue an integration if continued operation is no longer reasonably feasible.

If Customer uses the Services to send, schedule, automate, route, or manage email or other communications, Customer is the sender or initiator of those communications to the extent provided by applicable law. Demand Trail acts as a technology provider carrying out Customer's instructions.

Customer is solely responsible for recipients, audience selection, list provenance, message content, sender identity, required disclosures, unsubscribe mechanisms, suppression handling, consent or other lawful basis, and compliance with laws that apply to its communications.

Customer must comply with the Messaging and Anti-Spam Policy. Demand Trail may throttle, pause, reject, or suspend messaging activity where reasonably necessary to protect recipients, infrastructure, sending reputation, other customers, or third-party provider relationships, or to address suspected legal or policy violations.

Demand Trail does not guarantee message delivery, inbox placement, open rates, response rates, or campaign outcomes. Delivery may depend on recipient systems, DNS configuration, sender reputation, spam filtering, blocklists, third-party providers, and other conditions outside Demand Trail's control.

Unless an Order expressly states otherwise, Demand Trail is not a general-purpose mailbox hosting service and does not guarantee long-term storage or independent access to inbound mail outside the features described in the Documentation.

The Services may allow Customer to configure workflows, rules, routing, notifications, data changes, messages, tasks, integrations, and other automated actions. Customer is responsible for reviewing and testing automation logic before enabling it in production and for monitoring results appropriate to Customer's use case.

Automated actions can affect records, users, recipients, Connected Services, and external systems. Customer remains responsible for actions initiated by its configuration, including actions that run without human review.

If the Services include artificial intelligence features, Customer is responsible for reviewing outputs before relying on them where appropriate. AI outputs may be inaccurate, incomplete, or unsuitable for a particular purpose. Customer must comply with the AI Acceptable Use Policy.

Demand Trail may use third-party model providers to deliver AI functionality. Additional terms or data handling disclosures may apply and will be identified in the applicable Product Terms, Documentation, DPA, or Subprocessor page.

Customer and Authorized Users must comply with the Acceptable Use Policy, Messaging and Anti-Spam Policy, AI Acceptable Use Policy where applicable, Documentation, and applicable law.

Customer may not use the Services to violate third-party rights, circumvent security or access controls, introduce malicious code, conduct unauthorized security testing, interfere with service operation, impersonate others deceptively, or facilitate unlawful activity.

Demand Trail may investigate suspected misuse and may take proportionate steps including warnings, feature restrictions, sending limits, suspension, or termination where reasonably necessary to protect the Services, customers, recipients, or third parties.

Customer will pay fees stated in the applicable Order or checkout page. Unless stated otherwise, subscription fees are billed in advance and are non-refundable except where required by law or expressly stated in the Agreement.

Subscriptions renew automatically for successive periods matching the current billing period unless Customer cancels renewal before the renewal date through the available account controls or other method stated in the Order.

Demand Trail may change pricing for a future renewal period by providing reasonable notice before the change takes effect. Existing prepaid fees for the current term are not changed unless the parties agree otherwise.

Fees exclude taxes, duties, and similar governmental charges. Customer is responsible for applicable taxes other than taxes based on Demand Trail's net income. Customer must maintain accurate billing information.

If payment is overdue, Demand Trail may suspend paid functionality after reasonable notice, subject to applicable law and any agreed cure period.

Demand Trail and its licensors retain all right, title, and interest in the Services, Documentation, software, designs, interfaces, models, workflows, technology, and related intellectual property, excluding Customer Data and third-party materials.

Except for the limited rights expressly granted in the Agreement, neither party grants the other any intellectual property rights by implication, estoppel, or otherwise.

If Customer voluntarily provides suggestions, ideas, or feedback about the Services, Customer grants Demand Trail a perpetual, worldwide, royalty-free right to use that feedback without restriction or obligation, provided that Demand Trail does not identify Customer as the source without permission.

Each party may receive non-public business, technical, financial, security, or commercial information of the other party that reasonably should be understood to be confidential ("Confidential Information"). Customer Data is Customer Confidential Information. The non-public Services and Documentation are Demand Trail Confidential Information.

The receiving party will use Confidential Information only to perform or exercise rights under the Agreement, protect it using at least reasonable care, and disclose it only to personnel, contractors, professional advisers, and service providers who need to know it and are subject to appropriate confidentiality obligations.

Confidential Information does not include information that the receiving party can demonstrate is lawfully public through no breach, was already lawfully known without restriction, was lawfully received from a third party without confidentiality obligation, or was independently developed without use of the other party's Confidential Information.

A party may disclose Confidential Information when legally required, subject to providing notice where legally permitted and reasonable cooperation regarding protective treatment.

Demand Trail will maintain reasonable administrative, technical, and organizational safeguards designed to protect Customer Data against unauthorized access, use, alteration, or disclosure, taking into account the nature of the Services and risks presented by the processing.

Where Demand Trail processes Customer Personal Data on behalf of Customer, the Data Processing Addendum applies and is incorporated into the Agreement.

Customer is responsible for security within its own account, including user lifecycle management, role and permission configuration, credential protection, endpoint security, Connected Service permissions, and appropriate review of exported Customer Data.

Security descriptions published on the Security Overview page are informational commitments only to the extent expressly incorporated into an Order, DPA, or other signed agreement.

Demand Trail may suspend access to all or part of the Services when reasonably necessary to address a security threat, prevent material harm, comply with law, respond to a third-party provider requirement, address overdue fees, or investigate a material suspected breach of the Agreement.

Where circumstances permit, Demand Trail will provide notice and limit a suspension to the affected account, user, feature, integration, or activity. Demand Trail may act without advance notice where delay could create material risk.

The Agreement begins when Customer first accepts it or uses the Services and continues until all subscriptions and Orders have expired or been terminated.

Customer may cancel a self-service subscription through the account controls or other cancellation method made available by Demand Trail. Cancellation stops future renewal and does not ordinarily create a refund for the current paid term.

Either party may terminate an Order or the Agreement for a material breach that remains uncured for thirty days after written notice, unless the breach is not capable of cure or immediate termination is permitted under the Agreement.

After termination, Customer's access will end. Subject to the applicable plan, Documentation, law, and DPA, Demand Trail will make Customer Data available for export for 30 days after termination, after which Demand Trail may delete Customer Data according to its retention practices.

Sections that by their nature should survive termination will survive, including accrued payment obligations, intellectual property, confidentiality, disclaimers, indemnification, limitations of liability, and general legal provisions.

Demand Trail warrants that it will provide the paid Services in a professional and workmanlike manner. Customer's exclusive remedy for a material breach of this warranty is, at Demand Trail's option, re-performance of the affected Services or termination of the affected Order with a refund of prepaid fees allocable to the unused remainder of that Order.

Except for the express warranty above and to the maximum extent permitted by law, the Services are provided "as is" and "as available." Demand Trail disclaims implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising from course of dealing or usage of trade.

Demand Trail does not warrant uninterrupted or error-free operation, that all defects will be corrected, that third-party data is accurate or current, that communications will be delivered or reach an inbox, or that use of the Services will achieve any particular business, revenue, sales, marketing, or operational result.

Demand Trail will defend Customer against a third-party claim alleging that the unmodified paid Services, when used as permitted by the Agreement, directly infringe a United States patent, copyright, or trade secret, and will pay damages finally awarded or settlements approved by Demand Trail. Demand Trail may modify or replace the affected Service, obtain continued rights, or terminate the affected Service and refund prepaid unused fees if a commercially reasonable remedy is not available.

Demand Trail has no obligation for claims arising from Customer Data, Customer instructions, unauthorized use, modification by anyone other than Demand Trail, combination with items not supplied by Demand Trail, continued use after notice of alleged infringement, or compliance with Customer specifications.

Customer will defend Demand Trail against third-party claims arising from Customer Data, Customer's unlawful use of the Services, Customer's communications or campaigns, Customer's violation of third-party rights, or Customer's breach of the Acceptable Use Policy, Messaging and Anti-Spam Policy, or AI Acceptable Use Policy, and will pay damages finally awarded or settlements approved by Customer.

Indemnification obligations are conditioned on prompt notice, reasonable cooperation, and the indemnifying party controlling the defense and settlement, provided no settlement may admit fault or impose non-monetary obligations on the indemnified party without consent.

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profits, revenue, goodwill, or data, arising from the Agreement, even if advised that such damages were possible.

Except for excluded claims stated below, each party's aggregate liability arising out of or relating to the Agreement will not exceed the fees paid or payable by Customer for the Services giving rise to the claim during the twelve months immediately preceding the event giving rise to liability.

The exclusions and cap above do not apply to amounts owed under an indemnification obligation, breach of confidentiality, fraud, willful misconduct, infringement or misappropriation of the other party's intellectual property, or liabilities that cannot lawfully be limited.

Demand Trail may update these Terms from time to time. When a material change is made, Demand Trail will update the "Last Updated" date and provide notice where required by law or the Agreement.

Unless a different effective date is stated, changes apply when posted for new Customers and at the next renewal for existing paid Customers, except changes required by law, security, or a third-party provider may take effect earlier where reasonably necessary.

The Agreement is governed by the laws of the State of Delaware, excluding conflict of laws principles. Any dispute not subject to a separately agreed dispute resolution process will be brought in the state and federal courts located in Wilmington, Delaware, and each party consents to that jurisdiction and venue.

Neither party is liable for delay or failure caused by events beyond its reasonable control, except payment obligations.

Customer may not assign the Agreement without Demand Trail's prior written consent, except in connection with a merger, reorganization, or sale of substantially all assets, provided the assignee agrees to be bound by the Agreement. Demand Trail may assign the Agreement to an affiliate or successor in connection with a corporate transaction.

Notices relating to material breach or termination must be sent to the legal contacts identified in the applicable Order and to legal@demandtrail.com. Operational notices may be provided through the Services or the account email address.

If a provision is unenforceable, it will be limited to the minimum extent necessary and the remainder will remain effective. Failure to enforce a provision is not a waiver. Headings are for convenience only.

The Agreement is the entire agreement regarding the Services and supersedes prior or contemporaneous agreements on the same subject, except for a written agreement expressly stated to survive or control.

Customer must comply with applicable export control and sanctions laws and may not use the Services in a manner prohibited by those laws.