1. Introduction

SakuraOcean LLC ("Company," "we," "our," "us") operates Sendly, an email delivery platform that enables businesses to send both marketing and transactional email through our web interface and API, located at https://usesendly.app ("Services").

These Terms of Use ("Terms") set out the rules for using our Services. By accessing or using Sendly, you're agreeing to these Terms along with our Privacy Policy (https://usesendly.app/privacy), together referred to as the "Agreements." If anything is unclear, reach out to us at help@usesendly.app before using the platform.

These Agreements apply to everyone who accesses or uses our Services, including visitors, free tier users, and paying customers. If you do not agree with these Agreements, you may not use the Services.

2. Access to Services and Communications

You can start using Sendly by registering for an Account. Depending on your needs, you may access the platform through our Free Tier or a paid subscription. Paid plans are billed on a metered basis according to your actual usage each Billing Cycle. Plan limits and inclusions are described on our pricing page. You must ensure your use is at all times compliant with these Terms.

You must be at least 18 years old to create an Account.

When you register, you may receive product updates, platform announcements, and occasional tips from us. You can unsubscribe at any time via the link in any email or by contacting help@usesendly.app.

3. Purchases

To purchase any product or service through Sendly ("Purchase"), you may be asked to provide payment information. If paying by credit card, you authorize us to engage a third-party payment processor to charge applicable fees and consent to the disclosure of your payment details to that processor, including card number, expiration date, and billing address.

You represent and warrant that: (i) you are legally authorized to use the payment method provided; and (ii) all information submitted is accurate and complete.

We reserve the right to decline or cancel any order due to availability issues, pricing errors, suspected fraud, or unauthorized transactions. All fees are exclusive of applicable taxes, which you agree to pay. Except where required by law, all payments are non-refundable and non-cancelable.

4. Subscriptions and Cancellation

Sendly offers a Free Tier and paid subscription plans. Paid plans are billed on a metered basis, meaning your charges each Billing Cycle reflect your actual usage during that period, such as the number of emails sent. Usage is calculated at the end of each Billing Cycle and charged to your payment method on file.

Monthly subscriptions renew automatically at the end of each Billing Cycle unless cancelled. To avoid being charged for the next cycle, you must cancel at least 60 days before your renewal date through your account settings or by contacting our support team.

Early cancellation does not entitle you to a refund of unused prepaid fees. You remain responsible for all charges through the end of your current term.

If a scheduled payment fails, we'll notify you by email and issue an invoice. You'll have a limited window to update your payment method before your account access is suspended.

5. Fee Changes

We may adjust our pricing at any time at our sole discretion. Any change to subscription fees will take effect at the start of your next Billing Cycle following reasonable advance notice sent to the email address on your Account, giving you an opportunity to cancel before the new pricing applies.

Continuing to use Sendly after a price change takes effect means you accept the updated fees.

6. Your Data

You own your data. We only use it to operate and improve the Services as permitted by these Terms. We may collect usage information when you interact with Sendly, as described in our Privacy Policy.

We may process your data in anonymized or aggregated form to improve platform features and deliverability. By using Sendly, you agree that your data may also be processed under our Data Processing Agreement, which is incorporated into these Terms by reference.

7. Content

Sendly allows you to create, upload, and send content including text, images, and other materials through our platform ("Content"). You are solely responsible for all Content you send or store through our Services, including its accuracy, legality, and appropriateness.

By using Sendly to send Content, you represent that: (i) you own or have the right to use the Content; (ii) it does not infringe on any third-party rights including privacy, publicity, or intellectual property; and (iii) your use complies with all applicable laws and these Terms. We reserve the right to terminate accounts found to be in violation of these representations.

a. License Grant of User Content to Company

You retain all rights to your Content. By using our Services, you grant us a limited license to access and process your Content solely as needed to deliver the Services, including for debugging, security, fraud prevention, and support purposes. We have the right but not the obligation to review Content for compliance with these Terms.

b. Infringement Notifications / DMCA Policy

We take intellectual property seriously. If you believe Content sent or stored through Sendly infringes your rights, please contact us at help@usesendly.app with the subject line "Copyright Infringement" and a detailed description of the alleged violation. We will respond in accordance with applicable law.

8. Acceptable Use Policy

The following rules apply to all use of Sendly, including both our web interface and API. By using our Services, you agree to comply with this policy at all times.

a. Email Sending Standards

Because Sendly operates shared sending infrastructure, all accounts must maintain acceptable sending quality. The following thresholds apply on a rolling basis:

• Hard bounce rate: must remain below 4%
• Spam complaint rate: must remain below 0.08%

If your account exceeds either threshold, we may automatically suspend sending until the issue is resolved. Repeated violations, or failure to remediate after notice, may result in permanent account termination without refund.

You are responsible for maintaining clean, permission-based recipient lists. Sending to purchased, harvested, rented, or unverified lists is prohibited regardless of the claimed permission status. All recipients must have explicitly opted in to receive communications from you.

All messages sent through Sendly must comply with the CAN-SPAM Act, Canada's Anti-Spam Legislation (CASL), GDPR, and any other applicable laws. Every marketing email must include a functional unsubscribe link, and you must honor opt-out requests promptly.

b. Prohibited Actions

When using Sendly, you agree not to:

• Violate any applicable local, national, or international law or regulation.
• Send, promote, or facilitate the sale of pornography, escort services, illegal goods, illegal drugs, pirated software, or instructions for creating weapons.
• Exploit, harm, or attempt to harm minors in any way, or expose them to inappropriate content.
• Send content that is abusive, bigoted, racist, hateful, obscene, violent, harassing, fraudulent, or deceptive.
• Infringe on any copyright, trademark, patent, trade secret, or other intellectual property right.
• Promote pyramid schemes, Ponzi schemes, or other predatory or deceptive services.
• Send unsolicited commercial messages, junk mail, chain letters, or similar content.
• Harvest email addresses or sell, rent, or distribute mailing lists.
• Impersonate SakuraOcean LLC, any Sendly employee, another user, or any other person or entity.
• Overburden, disrupt, or impair the platform or interfere with other users' access.
• Introduce malware, viruses, trojan horses, worms, logic bombs, or other harmful code.
• Attempt to gain unauthorized access to any part of our infrastructure or connected systems.
• Launch denial-of-service or distributed denial-of-service attacks against Sendly.
• Send content that promotes or incites violence against any person, group, or government.

c. Proper Usage

We hold our platform to high ethical standards. We reserve the right to immediately revoke access for any account we reasonably suspect of engaging in unethical, abusive, or harmful sending behavior, at our sole discretion and without prior notice.

d. Restricted Industries

The following industries require prior written approval from SakuraOcean LLC before using Sendly:

• Financial services, including investment or brokerage, lending, crowdfunding, debt collection, insurance, or currency exchange.
• Pharmaceuticals and telemedicine.
• Tobacco and e-cigarette products.
• Credit card and identity theft protection services.
• Astrology-related goods or services.
• Loans and debt relief services.
• Other age-restricted goods or services.
• Cryptocurrency, NFTs, or related products. Exceptions may be considered on a case-by-case basis.

e. Restricted Territories

Using Sendly for any activity direct or indirect involving the following jurisdictions is strictly prohibited: Cuba, Iran, North Korea, Syria, the Russian Federation, and the Crimea, Donetsk, and Luhansk regions.

To report suspected abuse, contact us at help@usesendly.app.

9. Analytics

We use third-party analytics tools, including Google Analytics, to understand how our platform is used and to improve the Services. Data collected through these tools may be shared with the respective providers. For details on how Google handles this data, visit https://policies.google.com/privacy.

10. No Use By Minors

Sendly is intended exclusively for individuals who are at least 18 years old. By creating an Account or using our Services, you confirm that you meet this age requirement and have the legal capacity to enter into and comply with these Terms. If you are under 18, you may not access or use Sendly.

11. Accounts

When registering for an Account, you agree to provide accurate, complete, and current information. Providing false or outdated information may result in immediate suspension or termination of your Account.

You are responsible for keeping your login credentials confidential and for all activity that occurs under your Account. If you become aware of any unauthorized access or security breach, notify us immediately at help@usesendly.app.

You may not register a username that impersonates another person, uses a protected trademark without authorization, or is offensive or obscene. We reserve the right to refuse service, suspend or terminate Accounts, and cancel Subscriptions at our discretion.

12. Intellectual Property

Sendly and all its features, functionality, branding, trademarks, trade names, logos, domain names, and trade dress are the exclusive property of SakuraOcean LLC and its licensors, protected under U.S. and international intellectual property laws.

Nothing in these Terms grants you the right to use our trademarks or branding without prior written consent. All rights not expressly granted herein are reserved by SakuraOcean LLC.

13. Error Reporting and Feedback

We welcome your input. If you encounter bugs, have feature suggestions, or want to share general feedback ("Feedback"), you can reach us directly at help@usesendly.app.

By submitting Feedback, you agree that: (i) you will not claim any ownership over it; (ii) we may have independently developed similar ideas; (iii) your Feedback contains no confidential or proprietary information; and (iv) we are free to use your Feedback without restriction. You grant us an irrevocable, royalty-free, perpetual license to use Feedback for any purpose, including improving our Services.

14. Links to Other Websites

Sendly may include links to external websites or services not operated by us. We have no control over and take no responsibility for the content, privacy practices, or reliability of those third-party sites. We recommend reviewing their terms and privacy policies before using them.

SAKURAOCEAN LLC SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS ARISING FROM YOUR USE OF OR RELIANCE ON ANY THIRD-PARTY CONTENT, GOODS, OR SERVICES.

15. Disclaimer of Warranty

SENDLY IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND. WE DO NOT GUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS. YOUR USE OF SENDLY IS ENTIRELY AT YOUR OWN RISK.

TO THE FULLEST EXTENT PERMITTED BY LAW, SAKURAOCEAN LLC DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE ALSO DISCLAIM LIABILITY FOR LOSSES ARISING FROM SERVER FAILURES, DATA LOSS, UNAUTHORIZED ACCESS, OR THIRD-PARTY ATTACKS INCLUDING PHISHING OR BRUTE-FORCE ATTEMPTS.

16. Limitation of Liability

TO THE EXTENT PERMITTED BY LAW, SAKURAOCEAN LLC WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF DATA OR GOODWILL, ARISING OUT OF OR RELATED TO YOUR USE OF SENDLY, REGARDLESS OF WHETHER WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL OUR TOTAL AGGREGATE LIABILITY TO YOU EXCEED FIVE HUNDRED U.S. DOLLARS ($500). SOME JURISDICTIONS DO NOT ALLOW THESE LIMITATIONS, SO THEY MAY NOT APPLY TO YOU IN FULL.

17. Indemnification

You agree to indemnify, defend, and hold harmless SakuraOcean LLC and its affiliates, officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from: (a) your use or misuse of Sendly; (b) any Feedback you submit; (c) your breach of these Terms; or (d) your violation of any third-party rights, including intellectual property or privacy rights. You agree to promptly notify us of any such claims and cooperate in our defense.

18. Publicity

By using Sendly, you grant SakuraOcean LLC a non-exclusive, royalty-free, worldwide license to reference you as a customer and to use your name, trade name, logo, and other brand identifiers in our marketing materials, website, and public statements. We have no obligation to exercise this right.

To opt out of this usage, email us at help@usesendly.app.

19. Termination

We may suspend or terminate your Account at any time, without prior notice, if we determine in our sole discretion that you have violated these Terms or our Acceptable Use Policy. Specific grounds for immediate termination include, but are not limited to:

• Exceeding bounce or spam complaint thresholds after notice.
• Sending to purchased, harvested, or non-permission-based lists.
• Repeated copyright or trademark infringement.
• Non-payment within 10 days of a past-due notice.
• Any activity that threatens the integrity of our sending infrastructure.

Either party may terminate for cause upon 30 days' written notice of a material breach that remains uncured, or immediately upon the other party's insolvency or bankruptcy. If you choose to close your Account, you may do so through your account settings. No refunds will be issued for prepaid or unused fees upon voluntary termination.

Provisions that by their nature should survive termination, including ownership, disclaimers, indemnification, and liability limitations, will remain in effect.

20. Governing Law and Venue

These Terms are governed by the laws of the State of Delaware, without regard to its conflict of law rules. Any disputes will be resolved exclusively in the state or federal courts located in Delaware, and both parties consent to the jurisdiction of those courts.

21. Severability

If any part of these Terms is found to be unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and all remaining provisions will continue in full force.

22. Entire Agreement

These Terms, together with our Privacy Policy and Data Processing Agreement, form the complete agreement between you and SakuraOcean LLC regarding Sendly. They supersede any prior agreements on this subject. You may not transfer your rights under these Terms. We may assign our rights to any successor entity.

23. Changes to Service

We may modify, limit, or discontinue any part of Sendly at any time without liability. We may also restrict access to certain features or the entire platform for maintenance, legal compliance, or other operational reasons.

24. Amendments to Terms

We may update these Terms at any time by posting the revised version on our website. We'll make reasonable efforts to notify you via the email on your Account. Updates take effect upon posting. If you continue using Sendly after an update, you accept the new Terms. If you disagree with the changes, you should stop using the Services and close your Account.

25. Waiver

Our failure to enforce any provision of these Terms does not constitute a waiver of our right to enforce it in the future. No waiver of any term applies to any other term, and no waiver is effective unless made in writing.

26. Acknowledgement

BY USING SENDLY, YOU CONFIRM THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO THESE TERMS OF USE, AS UPDATED FROM TIME TO TIME, AND THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF YOURSELF OR YOUR ORGANIZATION.

27. Contact Us

For questions, feedback, or technical support, reach us at help@usesendly.app. We aim to respond to all inquiries within 2 business days.