Trommelo currently operates in the United States of America. The United States of Americas has marketing guidelines set forth by the Bureau of Consumer Protection (BCP), Federal Communication Commission (FCC) and the Mobile Marketing Association (MMA). Trommelo is not liable for potential variance, misinterpretation, inaccuracies, or inconsistencies which may appear on pages outside of our domain. Trommelo is also not liable for penalties incurred in the event of a violation of the CAN-SPAM Act, Telephone Consumer Protection Act (TCPA) or violations of other government regulations resulting in penalty.Mobile Marketing Association – Code of Conduct for Mobile Marketing
1.1 “Licensee Data” means Licensee’s electronic data or information including Licensee’s Confidential Information that is stored on Trommelo, Corporation’s server.
1.2 “Authorized Users” means Licensee’s and it’s Affiliate’s employees and individual contractors (i.e., temporary employees).
1.3 “Confidential Information” means a discloser’s non-public written information, in any form, and all copies, summaries and extracts, which are identified as confidential at the time of disclosure. Confidential Information does not include information that:
(A) is or becomes generally publicly available at the time of disclosure or subsequently through no fault of recipient,
(B) was known to recipient, free of any confidentiality obligations, before its disclosure by discloser,
(C) becomes known to recipient, free of any confidentiality obligations, from a source other than discloser, or
(D) is independently developed by recipient without use of the Confidential Information.
1.4 “Documentation” means any information published by Trommelo, Corporation including reference material, help documentation and product information on Trommelo, Corporation’s website, relating to the use of the Software.
1.5 “Order Form(s)” means the Agreement or any other document signed by the parties that describes the Software that is being ordered by Licensee, including fees and number of Authorized Users.
1.6 “Personnel” means individuals supplied by Trommelo, Corporation to perform the Professional Services.
1.7 “Professional Services” means any services required for Licensee to implement and use the Software as detailed in a separate written agreement, which may include, configuration, implementation, customization, consulting, and training.
1.8 “Software” means Trommelo, Corporation’s software-as-a-service products (as may be modified by Trommelo, Corporation from time to time in its sole discretion), including Documentation, as described more fully in one or more Order Form(s) along with any releases, updates, or upgrades, licensed to Licensee under the terms of this Agreement
1.9 “SOW” means a project-specific statement of work containing, at a minimum, the information contained in the Agreement, including a description of the Professional Services to be performed, the Personnel, and all other necessary details associated with the Professional Services.
1.10 “Tax(es)” means any tax, fee, or cost not based on Licensee’s net income or capital, including without limitation any sales, excise, value added, use, customs, tariffs, imports, government proposed surcharges, withholding, social security, unemployment, duties, levies, and similar taxes and any fees, penalties, or interest associated with any of the foregoing.
2.1 Subject to the payment of fees set forth in the Order Form, Trommelo, Corporation grants Licensee and Licensee’s Authorized Users a non-exclusive, non-transferable, non-sublicenseable license during the Term to access and use the Software listed on the Order Form.
3.1 Trommelo, Corporation will perform the Professional Services described in and in accordance with the schedule and delivery requirements set forth in the SOW.
3.2 If on-site at Licensee, Trommelo, Corporation will take all reasonably necessary precautions to prevent injury to any persons (including employees and other agents of Licensee) or damage to property (including Licensee’s property).
3.3 Trommelo, Corporation will supervise and monitor its Personnel and ensure that all Personnel are properly documented workers.
3.4 Trommelo, Corporation will advise Licensee of Trommelo, Corporation’s progress in performing the Professional Services in a manner and frequency indicated in the SOW.
3.5 If Licensee decides to modify the scope of the Professional Services, Licensee will notify Trommelo, Corporation of the proposed change(s), and Trommelo, Corporation will furnish Licensee with a written offer to provide the services and an estimate of the costs within a reasonable timeframe. Any change in the scope of the Professional Services will not be effective until Licensee and Trommelo, Corporation have agreed to such change in writing.
4.1 All fees and rates are set out in the Agreement or SOW and payable upon receipt of invoice. All unpaid invoices or amounts due that are not subject to a good faith dispute are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum amount permitted by law, which is lower, plus all reasonable expenses of collection.
4.2 All fees are exclusive of Taxes imposed by taxing authorities and Licensee shall be responsible for payment of all such Taxes (excluding taxes based on Trommelo, Corporation’s income), even if such amounts are not listed in the Agreement or SOW. No part of Trommelo, Corporation’s compensation under this Agreement will be subject to withholding for any Taxes or other required payments.
4.3 Additional costs for travel expenses, if any, will be reimbursed with Licensee’s prior written consent.
5.1 Term. The term of this Agreement will begin on the Effective Date and will continue until the subscription end date, as identified in the Agreement (the “Initial Term”). Following the Initial Term or any Renewal Period as defined below, this Agreement will automatically renew for a subsequent term (each, a “Renewal Period”), unless otherwise agreed by the parties in writing.
5.2 Termination for Breach. Either party may terminate this Agreement should the other party breach any of its material obligations and the breach continues uncured for 30 days after written notice to the breaching party (which notice may be made via e-mail). Provided, however, that Trommelo, Corporation may terminate this Agreement immediately for the non-payment of any outstanding fees.
5.3 Termination due to Bankruptcy. Either party may terminate the Agreement and/or SOW with written notice if either party is adjudicated bankrupt, files a voluntary petition of bankruptcy, makes a general assignment for the benefit of creditors, is no longer able to function in the normal course of business, or if a receiver is appointed on account of insolvency.
5.4 Survival. On termination or expiration of this Agreement, each party will be released from all obligations and liabilities to the other party occurring or arising after that date; except that any termination or expiration will not relieve the parties of their obligations under Sections 5, 6, 7, 8, 9, 10, 11 and 12 nor will termination relieve the parties from liability arising from breach of this Agreement.
6.1 Licensee has no right or claim to the intellectual property rights in and to the Software, the Documentation, the Professional Services, or to Trommelo, Corporation’s Confidential Information. Licensee will notify Trommelo, Corporation if Licensee becomes aware of any potential infringement of Trommelo, Corporation’s rights.
6.2 Trommelo, Corporation has no intellectual property rights or other claim to the Licensee Data that is hosted, stored, or transferred to and from the Software. At Licensee’s sole cost and expense Trommelo, Corporation will reasonably cooperate with Licensee to protect Licensee’s intellectual property rights and Licensee Data. Trommelo, Corporation will promptly notify Licensee if Trommelo, Corporation becomes aware of any potential infringement of those rights.
6.3 Licensee will not:
(A) use trademarks, trade names, service marks, logos, domain names, other distinctive brand features separate from the Software, the Professional Services, or the Documentation without the express written consent of Trommelo, Corporation (which consent may be withheld in Trommelo, Corporation’s sole discretion); or
(B) remove, obscure, or alter any copyright notice, trademark, or other proprietary right appearing in or on any item included with the Software, or the Documentation.
(C) copy, modify, adapt, alter, translate, or create derivative works from the Software.
(D) merge the Software with other software.
(E) distribute, sublicense, lease, rent, loan, or otherwise transfer the Software to any third party.
(F) reverse engineer, decompile, disassemble, or otherwise attempt to derive the Source Code for the Software.
(G) take any action that would breach Trommelo, Corporation’s rights, including, without limitation, Trommelo, Corporation’s copyrights in the Software and Documentation.
7.1 A recipient will:
(A) use Confidential Information only as necessary to perform its obligations under this Agreement,
(B) hold Confidential Information in with the same level of care that it holds its own Confidential Information (but in any event with no less than a reasonable level of care)
(C) disclose Confidential Information to only those third parties who provide services to the Recipient and have previously agreed in writing to protect third party confidential information to the same extent as required in this Agreement, and
(D) either promptly deliver or promptly destroy (and certify the destruction to the discloser) all Confidential Information and copies in the recipient’s possession at the discloser’s request and at the expiration or termination of this Agreement; provided, however, that recipient may retain a single copy solely for back-up or archival purposes.
7.2 If a party receives a court order or is otherwise required by law to disclose any Confidential Information obtained from a discloser, the receiving party must:
(A) to the extent allowable by applicable law, notify the discloser immediately on receipt of the court order or other document requiring disclosure so that the discloser may object and move for a protective order, and
(B) if Confidential Information is to be filed with a court, file it under seal or request that the court seal the Confidential Information before disclosure.
7.3 Except as may be required by court order or law, a recipient’s obligations regarding Confidential Information will remain in full force and effect. The recipient acquires no licenses or other rights to Confidential Information under this Agreement.
8.1 Trommelo, Corporation represents and warrants to Licensee:
(A) To its knowledge the Software and Professional Services will not infringe any third party intellectual property rights,
(B) Trommelo, Corporation will use Personnel that have the requisite experience and qualifications to perform the Professional Services,
(C) To its knowledge, the Professional Services will comply with all applicable laws, statutes, ordinances and regulations,
(D) The Professional Services will be provided in a workmanlike and competent manner in accordance with the professional standards in the cloud computing/online services industry,
(E) If any part of the Professional Services have been obtained from a third party, Trommelo, Corporation will obtain all intellectual property rights necessary for Licensee’s use as intended under this Agreement if available upon commercially-reasonable terms. If not available upon commercially-reasonable terms then Trommelo, Corporation shall have the right to immediately terminate the Agreement (including any applicable SOW).
8.2 EXCEPT AS EXPRESSLY PROVIDED HEREIN, TROMMELO, CORPORATION MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND TROMMELO, CORPORATION SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. ALL PRODUCTS AND SERVICES ARE PROVIDED “AS IS,” EXCLUSIVE OF ANY WARRANTY WHATSOEVER. TROMMELO, CORPORATION DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING TROMMELO, CORPORATION'S PRODUCTS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, TROMMELO, CORPORATION AND ITS THIRD PARTY PROVIDERS DO NOT REPRESENT OR WARRANT THAT (A) THE OPERATION OR USE OF THE SERVICES WILL BE TIMELY, UNINTERRUPTED OR ERROR-FREE; OR (B) THE QUALITY OF THE, SERVICES WILL MEET LICENSEE’S REQUIREMENTS. LICENSEE ACKNOWLEDGES THAT NEITHER TROMMELO, Corporation NOR ITS THIRD PARTY PROVIDERS CONTROLS THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. TROMMELO, CORPORATION IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
9.1 Trommelo, Corporation will defend, indemnify, and hold Licensee, its officers, directors, employees, customers, and agents, harmless from and against any and all third party claims, losses, liabilities, damages, expenses, costs, reasonable attorneys’ fees, and court costs related to or arising out of:
(A) Trommelo, Corporation’s breach of this Agreement, and
(B) Trommelo, Corporation’s knowing infringement of intellectual property rights of a third party in connection with Licensee’s use of the Software, provided;
(C) Licensee will supply Trommelo, Corporation with prompt written notice of any claims. Trommelo, Corporation will have sole control of the defense of any claims, provided, Licensee may participate in the defense and settlement of claims at its own expense. Any settlement of claims that imparts any obligation or liability on Licensee will require Licensee’s prior written consent which consent shall not be unreasonably withheld. Licensee will supply Trommelo, Corporation with all reasonable assistance and information in the defense and settlement of claims at Trommelo, Corporation’s expense.
9.2 If an Infringement Claim endangers or disrupts Licensee’s use of the Software, Trommelo, Corporation may, in its sole discretion and at no charge to Licensee, take any of the following actions:
(A) obtain a license for Licensee’s continued use of the Software,
(B) modify the Software to avoid infringement without impairing the functionality,
(C) replace the Software with a compatible, functionally equivalent, and non-infringing replacement; or, if options (A) through (C) cannot be accomplished under commercially reasonable terms, or
(D) terminate this Agreement, and refund a pro-rata portion of fees paid in accordance with this Agreement.
9.3 Licensee will defend, indemnify, and hold Trommelo, Corporation, its parent, subsidiaries, officers, directors, employees, stockholders, customers, agents and other representatives harmless from and against any and all third party claims, losses, liabilities, damages, expenses, costs, reasonable attorneys’ fees, and court costs related to or arising out of:
(A) Licensee’s breach of this Agreement), and
(B) Licensee’s knowing infringement of intellectual property rights of a third party, provided;
(C) Trommelo, Corporation will supply Licensee with prompt written notice of any claims (which notice may be made via e-mail to Licensee). Licensee will have sole control of the defense of any claims, provided, Trommelo, Corporation may participate in the defense and settlement of claims at its own expense. Any settlement of claims that imparts any obligation or liability on Trommelo, Corporation will require Trommelo, Corporation’s prior written consent which consent shall not be unreasonably withheld. Trommelo, Corporation will supply Licensee with all reasonable assistance and information in the defense and settlement of claims at Licensee’s expense.
10.1NEITHER PARTY SHALL BE LIABLE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE, INACCURACY OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICE OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND IT’S REASONABLE CONTROL, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE LESSER OF $10,000 OR THE FEES PAID BY LICENSEE TO TROMMELO, CORPORATION IN THE PRECEEDING 12 MONTHS
11.1 Reciprocal License. Notwithstanding any other provision of this Agreement, each party hereby grants to the other party a non-exclusive, royalty-free, non-transferable, worldwide license to use and reproduce such party’s trademark(s) or service mark(s) (the “Marks”) on the other party’s website(s) and in presentations in order to publicize the business relationship between the parties in connection with the Agreement (the “Trademark License”).
11.2 Restrictions. Each party (“Trademark Licensee”) shall use the other party’s (“Trademark Licensor”) Marks in conformance with Trademark Licensor’s trademark usage policies as communicated to Trademark Licensee in writing from time to time. Trademark Licensee shall not attempt to register any of Trademark Licensor’s Marks, nor shall it adopt any derivative or confusingly similar names, brands, or marks, or create any combination marks with Trademark Licensor’s Marks. Trademark Licensee acknowledges Trademark Licensor’s and its affiliates’ ownership and exclusive right to use Trademark Licensor’s Marks and agrees that all goodwill arising as a result of Trademark Licensee’s use of Trademark Licensor’s Marks shall inure solely to the benefit of Trademark Licensor and its affiliates. Except for the Trademark License granted pursuant to Section 11.1, without the prior written approval of the other party, neither party will issue any public statements or promotional materials disclosing the existence of this Agreement or the performance of Services.
12.1 Relationship of Parties. Trommelo, Corporation is an independent contractor and is not an agent or employee of Licensee. Except as may be specifically set forth herein, neither party has authority to bind the other by contract or otherwise. Trommelo, Corporation will perform any Professional Services under the general direction of Licensee, but Trommelo, Corporation will determine, in Trommelo, Corporation’s sole discretion, the manner and means that the Professional Services are accomplished, subject to the express conditions that Trommelo, Corporation will:
(A) comply with all applicable laws, statutes, ordinances, and regulations,
(B) follow all Licensee supplied guidelines and policies, and
(C) If Trommelo, Corporation subcontracts any portion of the Professional Services, then Trommelo, Corporation will be responsible and liable for the performance and acts or omissions of its subcontractors.
12.2 Assignment. The parties’ rights and liabilities will bind and inure to the benefit of their respective successors, executors, and administrators.
12.3 Equitable Relief. Either party may enforce this Agreement and any of its provisions by injunction, specific performance, or any other equitable relief, without prejudice to any other rights and remedies that such party may have, for breach of this Agreement.
12.4 Governing Law; Choice of Forum and Venue.
(A) This Agreement (including the arbitration agreement in this section where applicable) and all matters relating to this Agreement will be governed by and construed in accordance with the laws in force in the State of California without reference to conflict of laws principles;
(B) Any dispute, controversy or claim arising under, out of or relating to this Agreement (including, without limitation, any SOW), will be finally determined by arbitration conducted by the Judicial Arbiter Group (or, if unavailable, then such other similar group that can provide former judges as arbiters) in accordance with the Rules of Arbitration of the International Chamber of Commerce applicable to commercial disputes by a single arbiter who is (a) fluent in written and spoken English, the language governing this Agreement, and (b) skilled and experienced with cloud or internet services. The place of such arbitration will be in Oakland, California, U.S.A. The judgment of the arbitrator will be final, non-appealable (to the extent not inconsistent with applicable law) and binding upon the parties, and may be entered in any court of competent jurisdiction.
(C) Notwithstanding any provision in this Agreement, either party may request any judicial, administrative, or other authority in any other jurisdiction to order any provisional or conservatory measure, including injunctive relief, specific performance, or other equitable relief, prior to the institute of legal or arbitration proceedings, or during the proceedings, for the preservation of its rights and interests or to enforce specific terms that are suitable for provisional remedies.
(D) This Agreement will not be governed by the conflict of laws rules of any jurisdiction, UCITA, or the United Nations Convention on Contracts for the International Sale of Goods, the application of which are expressly excluded.
12.5 Notice. Any notices will be given to the appropriate party (i) as set forth herein, or (ii) at the address specified at the beginning of this Agreement, or as otherwise specified in writing. Except as otherwise specifically set forth herein, notice will be by personal delivery, by certified or registered mail, or by reputable courier. Notice will be deemed given on personal delivery to the appropriate address, on receipt of certified or registered mail, or if sent by courier, on the date of delivery shown in the courier’s records.
12.6 Complete Understanding; Modification; Waiver. This Agreement constitutes the full and complete understanding of the parties and supersedes all prior understandings and agreements. Any waiver, modification, or amendment of any provision of this Agreement will be effective only if in writing and signed by the parties. Failure by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision
12.7 Force Majeure. Neither party shall be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license); or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than 20 days, either party may cancel unperformed Services upon written notice (which notice may be made via e-mail to the other party). This section does not excuse either party of its obligations to take reasonable steps to follow its normal disaster recovery procedures or Licensee’s obligation to pay for the Services provided.
12.8 Export. Trommelo, Corporation’s Products are subject to the U.S. Export Administration Regulations and Trommelo, Corporation will comply with such regulations when providing the Software and Professional Services.
12.9 Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be unenforceable, the remainder of this Agreement will continue in full force and effect
12.10 . Restrictions on Use.
(a) We prohibit the use of the Site or the Products by any person or organization that violates these terms of service
(b) Use of Site and Products. You further agree to comply with the following in connection with your use of the Site and the Products:
(c) Limitations on Use. You understand that not all messages or campaigns sent through use of the Site or the Products will be received by or will be capable of being viewed by their intended recipients. You further understand that delivery of messages by means of the Site or the Products may involve transmissions over various networks, and that the messages could be reformatted or otherwise revised to conform to the formatting or technical requirements of such networks. You also understand and agree that messages exceeding maximum character limitations may be truncated, abbreviated, reduced or otherwise abruptly cut short.
You agree that we may establish general practices and limits concerning use of the Site or the Products, including without limitation the maximum number of messages or campaigns that may be distributed by you and/or the maximum size of any messages or campaigns that may be transmitted by means of the Site or the Products. We reserve the right to modify, revise, suspend or discontinue any Product in whole or in part, either temporarily or permanently and with or without notice, and you acknowledge that we are not obligated to support or update the Products in any manner. If we discontinue any Product in its entirety, we will provide you with advance notice and an opportunity to cancel your account.
12.11 Monitoring. Although we have no obligation to monitor the content provided by you or your use of the Site or the Products, we may do so and may block any messages or campaigns and remove any content that we believe may be (or is alleged to be) in violation of the foregoing or any other provision of this Agreement.
13.1 Prohibition on Spam. The Site and the Products may not be used for the sending of unsolicited text messages (sometimes called “spam”). All messages sent by means of the Site or the Products shall be in compliance with the Bureau of Consumer Protection’s CAN-SPAM Act or the Telephone Consumer Protection Act (“TCPA”).
13.2 You are responsible for ensuring that your use of the Site and the Products do not generate a number of spam or other complaints in excess of industry norms. We may terminate your access to or use of the Site and the Products if we determine that your level of spam or other complaints is higher than industry norms, as determined by us in our sole discretion. As a matter of privacy, we will not share with you information about those recipients who complain about your use of the Products or file a spam report against you.
13.3 You agree to import, access or otherwise use only contact lists in connection with the Licensee and the Employees for which all listed parties have consented to receive correspondence from you (such applying to a job on your site, HR information, hourly scheduling or any company communication agreed upon). You agree not to send messages through the Site or the Products to non-approved distribution lists, newsgroups, publicly available press or media addresses or purchased cell phone numbers.
13.4 We reserve the right without notice to take all measures of any nature (whether legal, technical or otherwise) to prevent unsolicited bulk text messaging and/or other unauthorized texts or campaigns from entering, utilizing or remaining within our network.
13.5 Messages. In your use of the Site or the Products, you shall represent yourself or your organization accurately and will not impersonate any other person, whether actual or fictitious.
13.6 You agree that you are the sole or designated “sender” (as such term is defined in the CAN-SPAM Act of 2003 or the Telephone Consumer Protection Act (“TCPA”) and any rules or regulations adopted under such act (the “CAN-SPAM Act”)) of any message sent by you using the Site or the Products. Similarly, for messages sent to Canadian phone numbers, you are the sole person sending or causing or permitting the message to be sent by you using the Site or the Products (within the meaning of Canada’s Anti-Spam Legislation, S.C. 2010, c. 23 (“Canada’s Anti-Spam Legislation”)).
13.7 You agree that for any text message sent by you using the Site or the Products, you will accurately and in a non-deceptive manner identify yourself and your organization and the purpose of the text.
13.8 Unsubscribe. Due to the nature of texting, unsubscribes will come in the form of a text communication, email or phone call coming from the receiver of the text message (“contact”). This communication will allow subscribers to remove themselves from your texting list. Trommelo will monitor these unsubscribe requests and “immediately” unsubscribe the contacts based on the request from the user and update the text addresses to which messages are sent through your Trommelo account. Unsubscribes will be reported back to the Licensee and will be blocked from further communication. You cannot charge a fee, require the recipient to give you any personally identifying information beyond a phone number, or make the recipient take any step other than sending a reply text or visiting a single page on an Internet website as a condition for honoring an unsubscribe request. As required under the CAN-SPAM Act, the Telephone Consumer Protection Act (“TCPA”) and Canada’s Anti-Spam Legislation, you acknowledge that you and are responsible for maintaining and honoring the list of unsubscribe requests following termination of your Trommelo account and this Agreement. Trommelo will assist in monitoring and being the central record of this.
13.9 You agree that you shall not utilize the Site or the Products to send any message the primary purpose of which is the commercial advertisement or promotion of a commercial product or service (including content on an Internet website operated for a commercial purpose) (a “commercial electronic mail message” as defined in the CAN-SPAM Act, the Telephone Consumer Protection Act (“TCPA”) or Canada’s Anti-Spam Legislation) to any person who has opted out or otherwise objected to receiving such messages from you or another sender on whose behalf you may be acting.