Effective June 21, 2018
Each new account created through our Services is a single Customer Account, no matter how many users the Customer authorizes to access the account. For the purposes of this agreement, the Customer is either the organization represented by the individual who signs up for our Services, or, if the individual is not affiliated with a company or organization, the individual. An individual who creates an account on behalf of a Customer must be authorized to represent that Customer and to bind that Customer to these Terms, and in agreeing to these Terms acknowledges having such authority.
An individual user of our services who has been invited to use an existing Customer Account is not the Customer. Please see the User Terms of Service (“User Terms”) that govern the use of our Services by such individuals. If the Customer is an individual who uses or services, that Customer is also a User and therefore must agree to the User Terms.
Responsibility for all Authorized Users. A Customer Account contains one or more Authorized Users (each referred to as a “User”). You may grant Users the authority to access certain content, perform certain actions, or incur certain fees in their use of the Customer Account. You are responsible for the conduct of your Users, including any violations of the User Terms, and agree to pay for any fees incurred by your Users (for instance, if they create additional mailboxes).
Cancellation and termination. You may cancel your account at any time and for any reason, with or without cause. After doing so, you will not be charged for any time beyond the current payment period (the current month, except for Customers who have agreed to longer-term payment periods). We have the right to terminate your Account if you materially breach this Contract, or if any of your Users materially breach the User Terms of Service, if any breach has not been remedied within thirty (30) days of notice.
Retention of data. You agree that after cancellation of your Account, we have no obligation to maintain or provide you access to any of your Customer Data. We will take reasonable steps to delete all Customer Data in our possession within thirty (30) days of termination, except as required by applicable law or as reasonably necessary to the operation of our Services or our business.
Customers are required to pay in advance, on a monthly basis, for the use of our Services. Payment is required once a Customer Account is active or, in the event that we offer a limited free trial for a new Customer, at the end of that free trial. Fees are as presented to the Customer at the time of account creation (or as amended, as explained in the Modifications to the Service and Prices section), and may vary from month to month based on Utilization (the number of Users, Mailboxes, or other billable features or service used by a Customer Account).
When a Customer Account’s Utilization in a pay period exceeds the amount paid for at the start of that pay period, the Customer will be responsible for any additional charges at the start of the following pay period. If Utilization is lower than the Customer paid for in a given pay period, we will apply a Credit to the amount owed in the following month or months. Credits will be applied to in any future months until they have exhausted.
The amount due at the start of each monthly pay period is the anticipated total fee for that pay period, assuming that Utilization is unchanged throughout, net of any adjustments or prorations incurred based on the previous month’s Utilization.
You are responsible for providing a valid and approved means of payment, typically a credit card. You authorize us to charge your credit card, initiate a bank transfer, or otherwise collect payment via the means of payment you have provided.
At our sole discretion, we may (but are not required to) offer full or partial refunds to Customers for any reason.
Our listed prices and fees are exclusive of all taxes, levies, or duties imposed by taxing authorities. Where required, we will collect taxes on behalf of a taxing authority and remit those taxes as required.
In the event that the Customer owes any fees (except those disputed reasonably and in good faith) more than thirty (30) days after payment is due, we may cancel, downgrade, or otherwise limit access to Customer’s account so long as we have given the customer at least ten (10) days’ notice.
We claim no intellectual property rights over any Customer Data, which may include content such as emails and files imported from the mailboxes of Authorized Users and any content or data provided through the use of our Services.
You grant us worldwide, non-exclusive, limited-term license to access, use, process, copy, distribute, perform, export and display Customer Data only as reasonably necessary (a) to provide, maintain and update our Services; (b) to prevent or address service, security, support or technical issues; (c) as required by law; and (d) as expressly permitted in writing by Customer. Customer represents and warrants that it has secured all rights in and to Customer Data from its Authorized Users as may be necessary to grant this license.
You consent to receiving email communications from us related to our Services, payment, or any other Customer Terms at the email address you have provided. You also agree that any communications sent from us via email or through our Services (including those involving changes to the Customer Terms or payment policies, Account cancellation, or modifications to our Services) will constitute proper notice.
We reserve the right at any time to modify or discontinue our services, temporarily or permanently, with or without notice to the Customer or any Users.
We may from time to time modify pricing for the use of our Services. We will not change prices for existing services without a minimum thirty (30) days of notice before any changes go into effect. We may, at our sole discretion, permit a Customer to continue payment in accordance with previous payment structures or rates for a defined period or indefinitely after a pricing change.
We provide our services on an “as is” and “as available” basis, without warranty of any kind. We expressly disclaim all warranties, whether express, implied or statutory, regarding our Services, including without limitation any warranty of merchantability, fitness for a particular purpose, title, security, accuracy and non-infringement.
We do not warrant that our Services will meet your particular requirements or expectations; that the Services will be available, uninterrupted, secure, or error-free; that any errors in our Services will be corrected; that our Services are free of viruses, malware, or other harmful components; or that any results or data obtained through our Services will be accurate or reliable.
You agree to indemnify us, hold us harmless, and defend us from any liabilities, claims, or expenses, including attorneys’ fees, arising from your use of our Services or the use of your Users. We agree to notify you promptly of any such claims or proceedings and to give you sole control of any defense or settlement of these matters. We will provide all reasonable assistance, at your expense.
To the extent permitted by applicable law, except in connection with the indemnification obligations defined in these Terms, neither the Customer nor the Company, nor any affiliates or employees of either party, will be liable for (i) any direct, indirect, special, consequential, or exemplary damages; or (ii) loss of use, data, revenue, profits, goodwill, or other intangible losses. We will not be liable for any unauthorized access to your Customer Account or Customer Data. This limitation of liability will apply even if the Company knew or should reasonably have known about the possibility of any of the damages defined in this section. In no event will the Company’s aggregate liability exceed the total amount paid by the Customer in the twelve (12) months preceding the event giving rise to the liability.
Force Majeure. We will not be liable for any failure, error, or delay in the performance of our obligations as a result of any event beyond our reasonable control, which may include denial-of-service attacks; failure by third-party hosting, utility, or other service providers; strikes; shortages; riots; fires; acts of God; war; terrorism; and governmental action.
Publicity. You grant us the right to use your name and logo in our promotional and marketing materials, on our website and elsewhere, and to represent to current and potential customers or for marketing purposes that you are a Customer of our Services. If you do not want to be used as a reference, you may inform us that you wish to opt out by emailing email@example.com.
No Waiver. No failure to exercise or delay in exercising any right under the Contract will constitute a waiver of that right. No waiver will be binding unless made in writing and agreed by the party’s authorized representatives.
Assignment. Neither party may transfer or assign the rights and obligations in this Contract without the prior written consent of the other party, except in connection with a merger, acquisition, corporate reorganization or consolidation, or sale of all or substantially all of the assets of either party.
Severability. The Contract will be enforced to the fullest extent permitted under applicable law. If any provision of the Contract is held by a court of competent jurisdiction to be invalid, contrary to law, or otherwise unenforceable, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Contract will remain in effect.
Entire Agreement. These Terms of Service constitute the entire agreement between you and the Company and govern your use of the Services, superseding any prior agreements between you and the Company (including, but not limited to, any prior versions of the Customer Terms of Service).
Applicable law. Any matters in dispute between the parties to this Contact will be governed by, construed, and enforced in accordance with the laws of the State of New York, without regard to conflict of law provisions.
Survival. The sections titled “Payment Terms,” “Disclaimer of Warranties,” “Limitation of Liability, and “Indemnity”, as well as all provisions in the “General Terms” section, will survive any termination or expiration of the Contract.