Terms of Service

These Terms of Service ("Terms") govern the access to and use of the cloud-based DMARC analytics and email authentication platform (the "Service") operated by MailIntel, Inc., a company organized and existing under the laws of the State of Wyoming, United States of America ("Company", "we", "us", or "our"). By clicking to accept, executing an Order that references these Terms, or by accessing or using the Service, the entity or individual identified in the applicable Order ("Customer", "you", or "your") agrees to be bound by these Terms in their entirety.

If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have full legal authority to bind such entity to these Terms. If you do not have such authority, or if you do not agree with any part of these Terms, you must not accept these Terms and may not access or use the Service.

These Terms, together with all Orders, schedules, exhibits, and addenda (including any Data Processing Addendum), form the complete agreement between the parties (the "Agreement").

1. Definitions

The following capitalized terms have the meanings set forth below throughout this Agreement:

"Agreement" means these Terms of Service together with all Orders, schedules, addendum, exhibits, and any incorporated policies, including the Privacy Policy and Data Processing Addendum.

"Authorized Users" or "Users" means individuals authorized by Customer to access and use the Service under Customer's Account, including employees, contractors, and agents, but expressly excluding any direct or indirect competitors of the Company.

"Customer Data" means all data, content, and materials submitted to, processed by, or stored within the Service by or on behalf of Customer, including DMARC aggregate and forensic reports, DNS records, domain configurations, and associated metadata.

"Documentation" means any technical specifications, user guides, help center content, API documentation, and other supporting materials made available by Company in connection with the Service, as updated from time to time.

"Effective Date" means the date on which Customer first accepts these Terms or executes an Order, whichever is earlier.

"Fees" means the subscription fees and any other amounts payable by Customer as specified in the applicable Order.

"Intellectual Property Rights" means all patents, copyrights, trademarks, service marks, trade secrets, moral rights, know-how, and all other intellectual property and proprietary rights anywhere in the world, whether registered or unregistered.

"Order" means any ordering document, online signup form, or purchase page completed by Customer and accepted by Company, specifying the Service tier, subscription period, and applicable Fees, together with any addendum or exhibits attached thereto.

"Public DNS Data" means domain name system records that are publicly available and not subject to confidentiality obligations.

"Service" means Company's proprietary cloud-based software platform for the collection, parsing, aggregation, analysis, and visualization of DMARC reports and related email authentication data, including any updates, enhancements, new features, and related services made available by Company during the applicable Subscription Term.

"Subscription Term" means the subscription period specified in the applicable Order, commencing on the start date set forth therein.

"Usage Data" means anonymized and aggregated operational data derived from Customer's and Users' use of the Service that does not identify Customer, any User, or any specific domain.

"MailIntel Data" means all software, algorithms, models, content, documentation, and other data forming part of or embedded in the Service, other than Customer Data.

2. Provision of Service

2.1 Service Access Grant

Subject to Customer's full compliance with this Agreement and, where applicable, timely payment of all applicable Fees or fulfillment of program obligations under any applicable Program Agreement, Company grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service solely for Customer's internal business purposes during the Subscription Term or applicable Program Term. No other rights are granted.

2.2 Eligibility

To access and use the Service, Customer must: (a) be a legal entity or an individual of at least 18 years of age with capacity to form a binding contract; (b) complete an Order accepted by Company; (c) accept these Terms; and (d) maintain a valid payment method on file.

2.3 Nature of the Service

The Service is designed exclusively for the parsing, analysis, and visualization of DMARC (Domain-based Message Authentication, Reporting & Conformance) reports and related Public DNS Data. Customer acknowledges and agrees that:

• The Service provides analytical and informational insights only and does not control, filter, block, or route any email traffic;
• The Service does not constitute a spam filter, email gateway, or email security enforcement tool;
• All insights, recommendations, and reports generated by the Service are advisory in nature; and
• All operational, security, and compliance decisions remain solely Customer's responsibility.

2.4 Account Registration and Security

Upon acceptance of an Order, Company will provision a unique account for Customer ("Account"). Customer shall: (a) provide accurate, complete, and current account information and maintain it as such; (b) ensure that each User ID is used by only one individual and is not shared; (c) maintain the strict confidentiality of all account credentials; (d) promptly notify Company of any unauthorized access, security breach, or compromise of credentials; and (e) accept full responsibility for all activities conducted through Customer's Account and User IDs. Company shall not be liable for any loss or damage arising from Customer's failure to comply with this Section.

2.5 Company Responsibilities

Company will: (a) make the Service available in accordance with this Agreement and applicable Orders; (b) maintain a written information security program with appropriate physical, technical, and administrative safeguards to protect the confidentiality, integrity, and availability of Customer Data; (c) provide technical support for the Service in accordance with Customer's subscription tier; (d) be responsible for the performance of Company personnel and their compliance with Company's obligations; and (e) comply with applicable laws in the performance of its obligations.

2.6 Changes to the Service

Company may modify, update, or enhance the Service at any time, including adding or discontinuing features. Company will use commercially reasonable efforts to notify Customer of material changes in advance. No modification shall materially degrade the core DMARC analytics functionality during an active Subscription Term.

2.7 Third-Party Services

The Service may interact with or link to third-party websites, services, or platforms. Company is not responsible for the availability, accuracy, or practices of any third-party service. Customer's use of any third-party service is subject to the applicable third party's terms, and Company shall have no liability arising from such use.

3. Customer Responsibilities and Acceptable Use

3.1 Customer Obligations

Customer is responsible for all access to and use of the Service by Customer and its Users. Customer shall:

• Ensure all Users are made aware of and comply with these Terms prior to accessing the Service;
• Procure, install, and maintain all hardware, software, network connectivity, and other infrastructure necessary to access the Service;
• Configure DNS records, DMARC policies, and report forwarding as reasonably required for the Service to function;
• Comply with all applicable laws and regulations in connection with Customer's use of the Service and Customer Data;
• Promptly notify Company of any security incident, unauthorized access, or suspected breach affecting Customer's Account; and
• Cooperate with Company's reasonable requests relating to configuration, compliance, or security.

3.2 Prohibited Conduct

Customer shall not, and shall ensure its Users do not, directly or indirectly:

• Sell, resell, license, sublicense, distribute, rent, lease, or otherwise make the Service available to any third party, except as expressly permitted in writing by Company;
• Reverse engineer, decompile, disassemble, or attempt to derive source code or underlying algorithms from the Service;
• Copy, reproduce, modify, translate, or create derivative works of the Service or MailIntel Data;
• Access the Service to build, benchmark, or develop a product or service that competes with the Service;
• Circumvent, bypass, or disable any contractual usage limits, rate limits, or security mechanisms of the Service;
• Introduce malicious code, viruses, worms, or other harmful software into the Service or Company's infrastructure;
• Interfere with or disrupt the integrity, performance, or availability of the Service;
• Gain or attempt to gain unauthorized access to any part of the Service or its underlying infrastructure;
• Use the Service for any unlawful purpose or in violation of applicable law; or
• Remove, alter, or obscure any proprietary notices or labels on the Service.

3.3 Monitoring and Audit Rights

Company reserves the right to monitor Customer's use of the Service solely to: (a) ensure compliance with this Agreement; (b) detect and prevent security threats; and (c) improve and optimize Service performance. If Company has reasonable grounds to believe Customer has violated this Agreement, Company may conduct an audit of Customer's use with reasonable prior notice, except in cases of suspected fraud or security risk. Customer shall cooperate reasonably with any such audit.

4. Fees and Payment

4.1 Subscription Fees

All Service tiers are sold on an annual commitment basis (the "Commitment Period"), regardless of the billing frequency selected by Customer. Customer remains liable for all Fees due for the full Commitment Period even if Customer cancels, downgrades, or ceases use of the Service prior to the end of the Commitment Period. Selection of monthly billing is a payment convenience only and does not reduce or modify the Commitment Period.

Fees are based on the subscription plan and usage tier selected by Customer, as specified in the applicable Order. The scope of a subscription may not be decreased during an active Commitment Period. Fees for additional usage or features added during a Commitment Period will be charged on a pro-rated basis for the remainder of that period.

4.2 Billing and Payment Terms

Fees are billed in advance of each billing period (monthly or annual, as selected by Customer at signup). Unless otherwise specified in the applicable Order, all Fees are payable by credit card and are charged automatically at the start of each billing period. All amounts are payable in United States Dollars unless otherwise stated in the Order. Customer is responsible for maintaining accurate billing and contact information and shall notify Company promptly of any changes.

Where Customer has authorized payment by credit card or ACH/direct debit, Customer authorizes Company (or its payment processor) to charge the applicable payment method for all Fees due. If a charge is declined, Company will notify Customer and may suspend access until payment is resolved. Customers who fail to maintain a valid credit card on file may have their access suspended in accordance with Section 12.

Invoice-based payment (net thirty (30) days from invoice date) is available exclusively to Customers subscribed to the Enterprise tier, as designated in the applicable Order.

Customers may change their billing frequency from monthly to annual at any time during the Commitment Period through the account settings in the Service. The change takes effect at the end of Customer's then-current monthly billing cycle, regardless of when the request is made. From that date, Company will charge the annual rate for all remaining months of the then-current Commitment Period. The Commitment Period end date does not change as a result of a billing frequency change. No pro-rated credit or adjustment is applied for the partial month between the request date and the effective date of the change.

Changes from annual to monthly billing are not permitted during an active Commitment Period. Customers wishing to switch to monthly billing may do so through the account settings no fewer than thirty (30) days before the end of their then-current Commitment Period, with the change taking effect at the start of the next Commitment Period.

4.3 Auto-Renewal

At the end of each Commitment Period, the subscription automatically renews for a successive twelve (12) month Commitment Period at the then-current list price, unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current Commitment Period. The billing frequency selected by Customer continues into the renewal period unless Customer requests a change at the time of renewal. Company will provide Customer with a renewal reminder no fewer than forty-five (45) days prior to the renewal date.

4.4 Price Changes

Company reserves the right to adjust Fees for renewal terms upon no fewer than sixty (60) days' written notice prior to the renewal date. Continued use of the Service following the effective date of a price change constitutes acceptance of the new Fees. If Customer does not accept a price change, Customer may terminate the Agreement by written notice before the renewal date, and the Agreement will terminate at the end of the then-current Commitment Period.

4.5 Late Payments

Failure to pay any undisputed amounts by the due date constitutes a material breach of this Agreement. If any amount remains overdue for more than fifteen (15) days, Company may: (a) charge interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, compounding monthly from the due date; (b) suspend access until all outstanding amounts plus accrued interest are paid; and (c) accelerate all remaining Fees for the balance of the Commitment Period so they become immediately due and payable. Customer shall also be liable for all reasonable collection costs and attorneys' fees if Company pursues legal action or refers the matter to a collection agency.

4.6 Payment Disputes

Customer must raise any good-faith dispute regarding any invoice in writing within seven (7) days of the invoice date, specifying the disputed amount and the reasons therefor. Failure to raise a dispute within this period constitutes acceptance of the invoiced amount. The parties shall work in good faith to resolve any timely-raised dispute within thirty (30) days. Customer must pay all undisputed amounts during a pending dispute. Company will not suspend Service or charge late fees on amounts subject to a bona fide timely dispute.

4.7 Refunds

Except as expressly provided below, all Fees paid are non-refundable:

• Termination for Cause by Customer: If Customer terminates due to Company's material uncured breach, Company will refund prepaid Fees covering the unused portion of the Commitment Period, calculated on a pro-rata daily basis.
• Termination for Cause by Company: If Company terminates for Customer's breach, no refund is owed and all remaining Fees for the balance of the Commitment Period become immediately due and payable.
• Voluntary Cancellation: No refunds or credits are issued for mid-term cancellations or plan downgrades. Customers on monthly billing who cancel prior to the end of the Commitment Period remain liable for all remaining monthly installments for the balance of the Commitment Period, which become immediately due and payable upon cancellation.
• Service Outages: Company may, at its sole discretion, issue pro-rated service credits for verified outages exceeding commitments in any applicable Service Level Agreement.

4.8 Taxes

Fees are exclusive of all taxes, levies, duties, and similar governmental assessments, including value-added, sales, use, and withholding taxes ("Taxes"). Customer is solely responsible for paying all Taxes associated with the Service, excluding taxes based on Company's net income or property. If Customer holds a valid tax exemption, Customer must provide a valid exemption certificate prior to invoicing.

5. Data Rights and Processing

5.1 Ownership of Customer Data

As between the parties, Customer retains all rights, title, and interest in and to all Customer Data. Nothing in this Agreement transfers ownership of Customer Data to Company. Customer is solely responsible for the accuracy, quality, legality, and integrity of all Customer Data submitted to the Service, and for obtaining all necessary rights, consents, and permissions required to provide Customer Data for processing under this Agreement.

5.2 License to Process Customer Data

Customer grants Company a limited, worldwide, non-exclusive, non-transferable, royalty-free license during the Subscription Term to receive, store, copy, process, display, and transmit Customer Data solely to: (a) provide and maintain the Service; (b) perform technical support; (c) comply with applicable legal obligations; and (d) as otherwise expressly permitted under this Agreement. Company shall not use Customer Data for any other purpose.

5.3 Nature of Customer Data

Customer acknowledges that the Service is designed to process DMARC aggregate and forensic reports and Public DNS Data. Customer Data processed by the Service: (a) consists primarily of email authentication metadata and domain configuration information; (b) does not typically include personal data of individual email recipients beyond email header information embedded in DMARC forensic reports; and (c) is subject to any applicable Data Processing Addendum where processing involves personal data within the scope of applicable data protection law.

5.4 Usage Data

Company may collect and use Usage Data for operating, maintaining, and improving the Service, developing new features, and publishing aggregated industry benchmarks. Usage Data does not identify Customer, any User, or any specific domain. Company retains all rights, title, and interest in and to Usage Data.

5.5 MailIntel Data

All MailIntel Data, including the Service's algorithms, models, software, and documentation, is and remains the exclusive property of Company and its licensors. Company grants Customer a limited, non-exclusive, non-transferable license during the Subscription Term to access and use MailIntel Data solely in connection with Customer's permitted use of the Service.

5.6 Telemetry Data

Company may collect and use aggregated, non-identifiable telemetry data derived from Customer's use of the Service ("Telemetry Data") for sales, marketing, and business development purposes. Telemetry Data includes: email volume counts processed through the Service, Customer's industry or sector, and Customer's region or country. Telemetry Data does not include Customer's name, individual User names, or any employee email addresses. Telemetry Data will not be sold to third parties and will not be used in a manner that identifies Customer or any individual User.

5.7 Marketing Reference Rights

Unless Customer notifies Company in writing to opt out, Customer grants Company a limited, non-exclusive, royalty-free license to use Customer's name and logo on Company's website and in marketing materials solely to identify Customer as a customer of the Service. Company will use Customer's name and logo in accordance with any brand guidelines provided by Customer in writing. Customer may revoke this license at any time by written notice to Company, after which Company will remove Customer's name and logo within thirty (30) days.

5.8 Feedback

Where Customer participates in a Company program such as the Early Adopter Program or Insider Program, feedback, testimonials, case studies, and other contributions may be subject to mandatory obligations and ownership terms as set out in the applicable Program Agreement, which shall control over this Section 5.8. For all other Customers, submission of feedback, suggestions, or enhancement requests regarding the Service ("Feedback") is entirely voluntary. Customer grants Company a worldwide, perpetual, irrevocable, royalty-free, sublicensable license to use, reproduce, modify, and incorporate any Feedback into the Service or Company's other products, without attribution, compensation, or restriction.

5.9 Data Retention and Deletion

The period of Customer Data history accessible within the Service ("Active Retention Period") varies by subscription tier and is detailed in the Plan Features Schedule available on our pricing page. Company reserves the right to adjust Active Retention Periods upon sixty (60) days' written notice to Customer, provided that any reduction shall not apply to Customers mid-term until their next renewal date.

Company will retain Customer Data for the duration of the Subscription Term and for thirty (30) days following termination or expiration (the "Retention Period"), during which Customer may request export of its Customer Data. Following the Retention Period, Company will delete or anonymize Customer Data. Backed-up Customer Data may persist in backup systems for up to ninety (90) additional days and will be deleted in the ordinary course of backup rotation.

5.10 Data Segregation

Company implements logical isolation controls to prevent Customer Data from being accessed by, or commingled with, data belonging to other Company customers. Company shall maintain such isolation measures throughout the Subscription Term in accordance with industry-standard practices.

5.11 Data Processing Addendum

To the extent the Service processes personal data (as defined under applicable data protection laws, including the GDPR or CCPA), the parties agree to execute and comply with Company's Data Processing Addendum ("DPA"), incorporated into this Agreement by reference. In the event of any conflict between the DPA and these Terms regarding data processing, the DPA shall control.

6. Security and Incident Response

6.1 Company Security Obligations

Company shall implement and maintain a comprehensive, written information security program that includes administrative, physical, and technical safeguards reasonably designed to: (a) protect the confidentiality, integrity, and availability of Customer Data; (b) protect against unauthorized or unlawful access, use, or disclosure of Customer Data; and (c) detect, respond to, and remediate security incidents in a timely manner. A summary of Company's security practices is available upon reasonable written request.

6.2 Customer Security Obligations

Customer is responsible for: (a) securing its own systems, networks, and devices used to access the Service; (b) managing and protecting all User credentials; (c) configuring appropriate access controls within the Service; and (d) promptly rotating credentials and notifying Company if Customer suspects any unauthorized access to its Account.

6.3 Security Incident Notification

In the event Company determines a Security Breach (defined as unauthorized acquisition, access, use, destruction, or disclosure of Customer Data) has occurred, Company will notify affected Customers in accordance with applicable law and within the timeframes required by the data protection regulations governing the relevant jurisdiction. Such initial notice may be preliminary in nature where a full investigation is still ongoing. Company will: (a) provide a written description of the nature, categories, and approximate volume of Customer Data affected, to the extent known at the time of notification and supplemented as additional information becomes available; (b) describe measures taken or proposed to address the breach; and (c) take commercially reasonable steps to contain, investigate, and remediate the breach. Notification does not imply any admission of fault or liability by Company.

7. Confidentiality

7.1 Definition of Confidential Information

"Confidential Information" means all non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential. Customer's Confidential Information includes Customer Data. Company's Confidential Information includes the Service, MailIntel Data, pricing, product roadmaps, and all non-public information about the Service. Confidential Information excludes information that: (a) is or becomes publicly available without breach of any obligation; (b) was known to the Receiving Party without restriction prior to disclosure; (c) is received from a third party without restriction; or (d) is independently developed by the Receiving Party without use of the Confidential Information.

7.2 Non-Disclosure and Use Obligations

The Receiving Party agrees to: (a) protect the Disclosing Party's Confidential Information with at least the same degree of care it uses to protect its own confidential information of a similar nature, but no less than reasonable care; (b) use Confidential Information solely for the purposes permitted under this Agreement; and (c) limit disclosure to employees, contractors, and advisors who have a need to know and are bound by obligations at least as protective as those herein.

7.3 Compelled Disclosure

If the Receiving Party is legally compelled to disclose Confidential Information, it shall: (a) provide prompt written notice to the Disclosing Party to the extent legally permitted; (b) cooperate with the Disclosing Party's reasonable efforts to seek protective relief; and (c) disclose only the minimum portion legally required.

7.4 Injunctive Relief

Each party acknowledges that a breach of this Section 7 may cause irreparable harm for which monetary damages would be inadequate. Either party shall be entitled to seek injunctive or other equitable relief to prevent or restrain any actual or threatened breach, without posting bond, and without prejudice to any other rights or remedies.

8. Intellectual Property Rights

8.1 Company Ownership

Company (and its licensors) exclusively owns all right, title, and interest in and to the Service, MailIntel Data, and all related Intellectual Property Rights, including all modifications, enhancements, and derivative works thereof. No rights are granted to Customer except as expressly set forth in this Agreement.

8.2 No Implied Licenses

Nothing in this Agreement shall be construed to grant Customer any rights or licenses by implication, estoppel, or otherwise, beyond those expressly stated herein. Customer shall not challenge or contest Company's ownership of the Service or MailIntel Data.

8.3 Customer IP

Customer retains all Intellectual Property Rights in and to Customer Data and any materials provided by Customer to Company. Except for the limited licenses expressly granted in this Agreement, Company acquires no rights in Customer's Intellectual Property.

8.4 Open Source Components

The Service may include open-source software components subject to separate license terms. In the event of any conflict between open-source license terms and this Agreement, the open-source license terms shall control solely with respect to that component.

9. Warranties and Disclaimers

9.1 Company Warranties

Company represents and warrants that: (a) it has full legal authority to enter into this Agreement; (b) the Service will perform in all material respects in accordance with the applicable Documentation under normal use; (c) Company will maintain an information security program consistent with Section 6; and (d) the Service will be provided in compliance with applicable laws.

In the event of a breach of the warranty in clause (b), Company's sole obligation (and Customer's sole remedy) shall be for Company to, at its election: (i) use commercially reasonable efforts to remedy the non-conformance; or (ii) issue a pro-rated credit or refund for the period of verified non-conformance.

9.2 Customer Warranties

Customer represents and warrants that: (a) it has full legal authority to enter into this Agreement; (b) Customer Data does not violate any applicable law or infringe any third-party rights; (c) Customer has all necessary rights to provide Customer Data to Company for processing; and (d) Customer's use of the Service complies with all applicable laws.

9.3 Mutual Warranties

Each party represents and warrants that this Agreement constitutes a legal, valid, and binding obligation, enforceable against such party in accordance with its terms, and that neither party's performance will conflict with any other agreement to which it is a party.

9.4 Disclaimer of Warranties

10. Indemnification

10.1 Company Indemnification

Company shall defend, indemnify, and hold harmless Customer and its officers, directors, employees, and agents ("Customer Indemnitees") from and against any third-party claims, losses, liabilities, damages, and reasonable attorneys' fees arising from an allegation that the Service, as made available by Company and used in accordance with this Agreement, infringes or misappropriates any patent, copyright, trademark, or trade secret of a third party.

If the Service becomes subject to an infringement claim, Company may, at its option: (a) modify the Service so it no longer infringes; (b) obtain a license for Customer's continued use; or (c) terminate Customer's access to the infringing component upon thirty (30) days' written notice and refund any prepaid, unused Fees.

Company's indemnification obligations do not apply to claims arising from: (i) Customer Data; (ii) Customer's breach of this Agreement; (iii) unauthorized modifications to the Service; (iv) use in combination with unapproved third-party products; or (v) Customer's failure to implement updates provided by Company at no cost.

10.2 Customer Indemnification

Customer shall defend, indemnify, and hold harmless Company and its officers, directors, employees, and agents from and against any third-party claims arising from: (a) Customer Data, including any allegation that it infringes any third-party rights or violates applicable law; (b) Customer's or any User's breach of this Agreement; (c) misuse or unauthorized use of the Service; or (d) Customer's violation of any applicable law.

10.3 Indemnification Process

The indemnified party shall: (a) promptly notify the indemnifying party in writing of any claim; (b) grant the indemnifying party sole control over the defense and settlement, provided no settlement may impose obligations on the Indemnitee without its written consent; and (c) provide all reasonable assistance at the indemnifying party's expense. The Indemnitee may participate in the defense at its own expense with counsel of its choosing.

11. Limitation of Liability

11.1 Aggregate Liability Cap

11.2 Exclusion of Consequential Damages

11.3 Liability Carve-Outs

The limitations and exclusions in Sections 11.1 and 11.2 do not apply to:

• Either party's breach of its confidentiality obligations under Section 7;
• Either party's indemnification obligations under Section 10;
• Customer's breach of Section 3.2 (Prohibited Conduct);
• Either party's willful misconduct, gross negligence, or fraud; or
• Any liability that cannot be excluded or limited under applicable law.

11.4 Essential Basis

The parties acknowledge that the limitations of liability in this Section 11 reflect a reasonable allocation of risk and form an essential basis of the bargain between the parties. Company would not have entered into this Agreement without these limitations.

12. Suspension Rights

12.1 Service Suspension by Company

Company may suspend Customer's and Users' access to the Service, in whole or in part, with or without prior notice (providing notice where reasonably practicable), in any of the following circumstances:

• Non-Payment: Customer's failure to pay any undisputed Fees within fifteen (15) days after the due date;
• Security Threat: Company reasonably determines that Customer's Account poses a risk to the security or integrity of the Service or other customers;
• Prohibited Conduct: Customer or any User is engaging in conduct prohibited by Section 3.2;
• Legal or Regulatory Requirement: Suspension is required to comply with applicable law or governmental authority; or
• Service Integrity: Suspension is necessary to protect Service performance, stability, or reliability.

12.2 Effect of Suspension

During any suspension: (a) Customer's obligation to pay Fees continues to accrue; (b) Company will maintain Customer Data and will not delete it solely due to suspension, unless the suspension arises from a serious legal violation; and (c) Company will notify Customer of the reason for suspension and the steps required to restore access, where legally permitted.

12.3 Restoration

Company will restore access promptly upon confirmation that the basis for suspension has been remedied. Restoration following suspension for non-payment is conditioned on receipt of all overdue Fees plus applicable interest.

13. Term and Termination

13.1 Term

This Agreement commences on the Effective Date and continues until all Orders have expired or been terminated. Each Order specifies its own Subscription Term, which shall automatically renew as provided in Section 4.3, unless earlier terminated.

13.2 Termination for Cause

Either party may terminate this Agreement or any Order upon written notice if: (a) the other party commits a material breach and fails to cure such breach within thirty (30) days after receiving written notice (or fifteen (15) days for a payment breach); or (b) the other party becomes insolvent, makes a general assignment for the benefit of creditors, or becomes subject to bankruptcy or liquidation proceedings.

13.3 Termination for Convenience

Customer may terminate this Agreement at any time by providing thirty (30) days' written notice to Company. Termination for convenience does not entitle Customer to any refund of prepaid Fees, and all Fees for the remainder of the then-current Subscription Term remain due and payable.

13.4 Immediate Termination by Company

Company may immediately terminate this Agreement, without the cure period in Section 13.2, if: (a) Customer breaches Section 3.2 (Prohibited Conduct); (b) Customer engages in fraudulent activity; or (c) continued provision of the Service would violate applicable law.

13.5 Effect of Termination or Expiration

Upon the effective date of termination or expiration: (a) all rights and licenses granted to Customer immediately terminate; (b) Customer and all Users must immediately cease all access to and use of the Service; (c) Customer must, within ten (10) days, return or certify destruction of all Company Confidential Information in its possession; (d) Customer must update its DNS records and terminate forwarding of DMARC data to Company; and (e) each party shall promptly return or destroy the other party's Confidential Information upon written request.

13.6 Data Export and Deletion

During the Retention Period applicable to Customer's subscription tier following termination or expiration, Customer may request an export of its Customer Data in a standard machine-readable format. After the Retention Period, Company will delete or anonymize Customer Data as described in Section 5.9. Company is not liable for any loss of Customer Data following the Retention Period.

13.7 Survival

The following provisions survive termination or expiration for any reason: Section 1 (Definitions), Section 4 (Fees, to the extent of amounts accrued), Section 5 (Data Rights), Section 6 (Security), Section 7 (Confidentiality), Section 8 (Intellectual Property Rights), Section 9.4 (Disclaimer), Section 10 (Indemnification), Section 11 (Limitation of Liability), Section 13.5 (Effect of Termination), and Section 14 (General Provisions).

14. General Provisions

14.1 Governing Law and Jurisdiction

This Agreement is governed by and construed in accordance with the laws of the State of Wyoming, United States of America, without regard to its conflict of law principles. Each party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in Wyoming for the resolution of any dispute arising out of or related to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

14.2 Dispute Resolution

Prior to initiating formal legal proceedings, the parties agree to attempt to resolve any dispute through good-faith negotiations for a period of thirty (30) days following written notice specifying the nature of the dispute in reasonable detail. If the dispute is not resolved within this period, either party may pursue any available legal remedies.

14.3 Force Majeure

Neither party shall be liable for any failure or delay in performance (other than payment obligations) to the extent caused by events beyond that party's reasonable control, including acts of God, natural disasters, pandemic, government actions, war, terrorism, failures of third-party internet infrastructure, or widespread power outages ("Force Majeure Events"). The affected party shall promptly notify the other party and use commercially reasonable efforts to resume performance. If a Force Majeure Event continues for more than sixty (60) days, either party may terminate the Agreement without liability, and Company shall refund any prepaid, unused Fees.

14.4 Assignment

Neither party may assign or transfer this Agreement or any of its rights or obligations without the prior written consent of the other party (not to be unreasonably withheld). Either party may assign this Agreement without consent in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the assignee assumes all obligations. Any purported assignment in violation of this Section is null and void.

14.5 Modifications to the Agreement

Company reserves the right to modify these Terms with reasonable written notice. For material changes, Company will provide at least thirty (30) days' prior written notice. Customer's continued use of the Service after the effective date constitutes acceptance. If Customer does not accept the modification, Customer may terminate the Agreement by written notice before the effective date, and Company will refund any prepaid, unused Fees.

14.6 Notices

All notices under this Agreement must be in writing and will be deemed received: (a) upon personal delivery; (b) one (1) business day after deposit with a recognized overnight courier; (c) two (2) business days after certified mail; or (d) on the next business day after email with confirmation of receipt (not applicable for notices of termination or indemnification). Notices to Company shall include a copy to: legal@mailintel.io.

14.7 Relationship of the Parties

The parties are independent contractors. This Agreement does not create any partnership, franchise, joint venture, agency, fiduciary, or employment relationship. Nothing herein prevents Company from offering services to other customers, or Customer from obtaining similar services from third parties.

14.8 No Third-Party Beneficiaries

This Agreement is for the sole benefit of the parties and their respective permitted successors and assigns. Nothing in this Agreement creates or confers any rights, benefits, or remedies upon any third party.

14.9 Waiver

No failure or delay by either party in exercising any right or remedy shall constitute a waiver. No waiver of any breach shall be deemed a waiver of any subsequent breach. All waivers must be in writing and signed by an authorized representative of the waiving party to be effective.

14.10 Severability

If any provision of this Agreement is held invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

14.11 Order of Precedence

In the event of any conflict or inconsistency, the order of precedence shall be: (a) any signed addendum or amendment (most recent takes precedence); (b) the applicable Order; (c) the Data Processing Addendum (if applicable); (d) these Terms of Service; and (e) any applicable Documentation.

14.12 Electronic Signatures

The parties agree that electronic signatures have the same legal force and effect as handwritten signatures and shall be accepted as valid execution of this Agreement and any Orders.

14.13 Entire Agreement

This Agreement, together with all Orders, addenda, exhibits, and incorporated policies, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, and proposals, whether oral or written. Terms set forth in any Customer purchase order or similar document shall have no legal effect unless expressly incorporated by signed written amendment.

14.14 Headings and Counterparts

Section headings are for convenience only and shall not affect the interpretation of this Agreement. This Agreement may be executed in counterparts, each deemed an original. PDF or electronic copies of signatures shall be treated as originals.

Contact Information

For questions regarding these Terms of Service, please contact:

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