Terms of Service

This Customer Terms of Service is entered into by and between ActionMail LLC ("ActionMail", "we", "us", or "our") and the entity or person placing an order for or accessing any Services ("Customer" or "you"). If you are accessing or using the Services on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company, and all references to "you" or "Customer" reference your company. Please note that if you sign up for the Services using an email address from your employer or another entity, then (1) you will be deemed to represent such party, (2) your acceptance will bind your employer or that entity to these terms, and (3) the words "Customer", "you" or "your" in this Agreement will refer to your employer or that entity.

This Agreement permits Customer to purchase subscriptions to online software-as-a-service products and other services from ActionMail pursuant to any ActionMail ordering documents, online registration, order descriptions or order confirmations referencing this Agreement ("Order Form(s)") and sets forth the basic terms and conditions under which those products and services will be delivered.

The "Effective Date" of this Agreement is the earlier of (a) Customer's initial access to the Services (as defined below) through any online provisioning, registration or order process or (b) the effective date of the first Order Form referencing this Agreement.

PLEASE NOTE: IF YOU SUBSCRIBE TO THE SERVICES FOR A SUBSCRIPTION TERM, THEN YOUR SUBSCRIPTION AND THIS AGREEMENT WILL BE AUTOMATICALLY RENEWED FOR SUCCESSIVE BILLING PERIODS AT OUR THEN-CURRENT PRICING FOR SUCH SERVICES UNLESS YOU OPT OUT OF THE AUTO-RENEWAL IN ACCORDANCE WITH SECTION 8 BELOW.

PLEASE NOTE THAT SECTION 11.9 OF THIS AGREEMENT CONTAINS AN ARBITRATION AGREEMENT THAT REQUIRES MOST DISPUTES BETWEEN US TO BE RESOLVED ON AN INDIVIDUAL, NON-CLASS ACTION BASIS THROUGH BINDING AND FINAL ARBITRATION INSTEAD OF IN COURT. SEE SECTION 11.9 FOR MORE INFORMATION REGARDING THIS ARBITRATION CLAUSE AND HOW TO OPT OUT.

By indicating your acceptance of this agreement or accessing or using any services, you are agreeing to be bound by all terms, conditions, and notices contained or referenced in this agreement. If you do not agree to this agreement, please do not use any services. For clarity, each party expressly agrees that this agreement is legally binding upon it.

1. Definitions

• "Affiliate" means, with respect to a party, any entity which directly or indirectly Controls, is Controlled by, or is under common Control with such party.

• "Agreement" means this Customer Terms of Service, any Order Forms, and any attachments, linked policies or documents referenced in the foregoing.

• "Beta Services" means services or features identified as "alpha," "beta," "preview," "early access," or "evaluation," or words or phrases with similar meanings.

• "ActionMail Materials" means all software, specifications, documentation and systems and any and all other information, data, documents, materials, works and other content, devices, methods, processes, hardware and other technologies and inventions, technical or functional descriptions, requirements, plans or reports, that are provided or used by ActionMail in connection with the Services or otherwise comprise or relate to the Services or the Platform. ActionMail Materials do not include Customer Data.

• "Control" means 50% or greater voting power, or otherwise having the power to govern the financial and the operating policies or to appoint the management of an organization.

• "Customer Chosen Third-Party Product" means a product, service, application, functionality, or content that is provided by a third-party or by Customer and that Customer or any of its Authorized Users chooses to interoperate or use in connection with the Services.

• "Customer Data" means any data in electronic form that Customer or Users make available through the Platform or that is otherwise collected by ActionMail on behalf of Customer or its Users, including email content, email metadata, action items, job application data, and any other information processed through the Services.

• "Documentation" means ActionMail's user guides and other end user documentation for the Services made available by ActionMail to its customers generally at https://actionmail.app/docs.

• "Email Data" means email messages, metadata (including sender, recipient, subject, date, and labels), attachments, and related information accessed from Customer's connected email accounts (Gmail or Microsoft Outlook).

• "Free Services" means the Services that ActionMail makes available free of charge.

• "Fees" means any fees payable for the Services under the Order Form or as displayed on the Pricing Page.

• "Force Majeure Event" means an event which is unforeseeable, beyond the control of the party affected, and cannot be remedied by the exercise of reasonable diligence, including without limitation: acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes, computer, telecommunications, Internet service provider or hosting facility failures or delays involving hardware, software or power systems not within ActionMail's possession or reasonable control, and denial of service attacks.

• "Platform" means ActionMail's web application, APIs, and related infrastructure used to provide the Services.

• "Pricing Page" means the publicly available web page(s) where ActionMail publishes its list prices for Services, currently available at https://actionmail.app/pricing.

• "Pro Tier Services" means the individual licenses to the Services that ActionMail makes available under a paid Service Plan.

• "Service Plan" means the packaged subscription plan and associated features, as detailed at the Pricing Page to which Customer subscribes.

• "Services" means the AI-powered email management services that ActionMail will provide to Customer under this Agreement, including email synchronization, AI-powered email summarization, action item extraction, job application tracking, email categorization, and related features as described in the applicable Order Form or on the Platform.

• "Software" means any downloadable software, browser extensions, or applications provided by ActionMail as part of the Services.

• "Usage Data" means any diagnostic and usage-related information and data from the use, performance and operation of the Platform and Services that may include, but is not limited to, usage patterns, traffic logs, and User engagement with the Platform and Services.

• "Users" means employees, agents, consultants or other representatives authorized by Customer to access or use the Services.

2. The Services

2.1 Services

Subject to the terms and conditions set forth in this Agreement and the applicable Order Form, ActionMail grants to Customer a limited, non-transferable, non-assignable (except as set forth in the Agreement), non-exclusive right to access and use the Services during the Subscription Period for its lawful internal business purposes solely in the form provided by ActionMail and as permitted by the functionalities provided by ActionMail therein.

2.2 Service Features

The Services include the following core features:

• Email Synchronization: Sync emails from Gmail and Microsoft Outlook accounts
• AI-Powered Summarization: Automatic summarization of email content
• Action Item Extraction: AI-powered extraction of tasks, deadlines, and priorities from emails
• Job Application Tracking: Detection and tracking of job application emails with Kanban board visualization
• Email Categorization: Automatic categorization of emails into relevant categories
• Notifications: Reminders for deadlines, job application updates, and pending actions

2.3 Software

ActionMail may make Software available as part of the Services. Subject to the terms and conditions set forth in this Agreement and the applicable Order Form, ActionMail grants to Customer and its Users a limited non-exclusive, non-transferable, non-sublicensable license to download and install the Software to the extent necessary to use the Services. Software may update automatically. To the extent a component of the Software contains any open source software, the open source license for that software will govern with respect to that component.

2.4 ActionMail Ownership

All rights and title in and to the Platform, the Services, Software, Usage Data, Aggregate and De-Identified Data, ActionMail Materials and Documentation, including all enhancements, derivatives, and improvements to the foregoing and all Intellectual Property Rights inherent therein, belong exclusively to ActionMail and its licensors. No rights are granted to Customer other than as expressly set forth in this Agreement. Nothing herein shall be construed as prohibiting ActionMail from utilizing the Usage Data for purposes of operating ActionMail's business; provided that ActionMail will not disclose any Usage Data to any third-party in a manner that could identify Customer or any individual.

2.5 Customer Chosen Third-Party Products

The Platform may contain features designed to interoperate with Customer Chosen Third-Party Products. Such Customer Chosen Third-Party Products are not under ActionMail's control, and ActionMail makes no representations or warranties with respect to, is not responsible or liable for, and does not endorse any Customer Chosen Third-Party Products. Customer and its Authorized Users use all such Customer Chosen Third-Party Products at their own risk and will need to make their own independent judgment regarding any interaction or interoperation between them and the Services. Any acquisition by Customer of Customer Chosen Third-Party Products, and any exchange of Customer Data between Customer and any Customer Chosen Third-Party Product provider, product or service, is solely between Customer and the applicable Customer Chosen Third-Party Product provider. ActionMail is not responsible for any disclosure, modification or deletion of Customer Data resulting from access by any Customer Chosen Third-Party Product or its provider. Customer is solely responsible for ensuring that it has all necessary licenses and rights to use the Customer Chosen Third-Party Product for the purposes contemplated herein.

2.6 Free Services

Use of Free Services is subject to the terms and conditions of this Agreement. In the event of a conflict between this section and any other portion of this Agreement, this section shall control. Free Services are provided to Customer without charge up to certain limits as described in the Documentation or Pricing Page. Usage over these limits requires Customer's purchase of additional resources or services. Customer agrees that ActionMail, in its sole discretion and for any or no reason, may terminate Customer's access to the Free Services or any part thereof. Customer agrees that any termination of Customer's access to the Free Services may be without prior notice, and Customer agrees that ActionMail will not be liable to Customer or any third party for such termination.

NOTWITHSTANDING THE "WARRANTIES" AND "INDEMNIFICATION" SECTIONS BELOW, THE FREE SERVICES ARE PROVIDED "AS-IS" WITHOUT ANY WARRANTY AND ACTIONMAIL SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE FREE SERVICES UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE ACTIONMAIL'S LIABILITY WITH RESPECT TO THE FREE SERVICES SHALL NOT EXCEED $100.00 USD.

3. OAuth Authorization and Email Access

3.1 Authorization Grant

By connecting your Gmail or Microsoft Outlook account to ActionMail, you authorize us to:

• Read your email messages, metadata, and attachments
• Access your email labels, folders, and organization
• Modify labels and mark emails as read (when you perform these actions through our interface)
• Receive push notifications for new emails (via Gmail Push Notifications or Microsoft webhooks)

3.2 Scope of Access

We request only the minimum necessary OAuth scopes required to provide our Services:

For Gmail:

• gmail.readonly - Read email messages and settings
• gmail.modify - Add labels and mark emails (when you initiate these actions)
• gmail.labels - Manage email labels

For Microsoft Outlook:

• Mail.Read - Read email messages
• Mail.ReadWrite - Modify mail items (when you initiate these actions)
• User.Read - Read user profile information

3.3 Revoking Access

You can revoke ActionMail's access to your email account at any time:

• Through ActionMail: Settings > Connections > Disconnect
• Through Google: https://myaccount.google.com/permissions
• Through Microsoft: https://account.microsoft.com/privacy/app-access

Upon revocation, ActionMail will no longer be able to access your email account, and synced email data will be handled according to our data retention policies.

3.4 Email Provider Terms

Your use of Gmail or Microsoft Outlook in connection with ActionMail is subject to Google's Terms of Service and Privacy Policy or Microsoft's Terms of Service and Privacy Statement, respectively. You represent that your use of ActionMail complies with any applicable terms from your email provider.

4. Customer Data

4.1 Customer Ownership

Except for the limited rights expressly granted to ActionMail hereunder, Customer retains all rights, title and interest in and to all Customer Data, including without limitation all related intellectual property rights inherent therein. Customer is solely responsible for the accuracy, quality, legality, reliability, and appropriateness of all Customer Data. Customer shall ensure that it is entitled to transfer the relevant Customer Data to ActionMail so that ActionMail and its service providers may lawfully use, process, and transfer the Customer Data in accordance with this Agreement on Customer's behalf.

4.2 Authorization

Customer grants ActionMail a nonexclusive, worldwide, royalty-free right to reproduce, display, adapt, modify, transmit, distribute and otherwise use the Customer Data:

• (a) to maintain, provide, and improve the Services under this Agreement;
• (b) to prevent or address technical or security issues and resolve support requests;
• (c) at Customer's direction or request, including processing initiated by Users through their use of the Platform;
• (d) to provide AI-powered features including email summarization, action item extraction, job application detection, and email categorization; and
• (e) as otherwise required by applicable law.

No rights to the Customer Data are granted to ActionMail hereunder other than as expressly set forth in this Agreement.

4.3 No Training on Customer Data

ActionMail does not use Customer Data, including email content, to train any ActionMail or third-party artificial intelligence or machine learning models. Customer Data is processed solely to provide the Services as described in this Agreement.

4.4 Aggregate and De-Identified Data

ActionMail may use Customer Data to create aggregated, de-identified, and/or anonymized data sets in a manner that does not permit identification of Customer, its customers, or its Users (collectively, the "Aggregated De-Identified Data"). ActionMail may use Aggregated De-Identified Data for ActionMail's lawful business purposes, including to improve, develop, provide, and enhance the Platform and Services.

4.5 Security

ActionMail shall use commercially reasonable measures to maintain the security and integrity of the Services and the Customer Data and to provide technical and organizational safeguards against accidental, unlawful or unauthorized access to or use of, destruction, transfer, disclosure or alteration of Customer Data. These measures include:

• AES-256-GCM encryption for data at rest (email content, summaries, action items, job applications)
• Per-user encryption keys: Each user has a unique 32-byte encryption key automatically generated on signup and stored securely in Supabase Vault
• Complete cryptographic isolation between users through per-user encryption keys
• TLS 1.3 encryption for data in transit
• Row-Level Security (RLS) for database access controls
• OAuth tokens and encryption keys stored securely in Supabase Vault with pgsodium encryption
• Regular security audits

4.6 Processing

Customer shall not provide ActionMail with any Customer Data that constitutes Restricted Data (as defined by applicable laws and regulations) without ActionMail's prior written consent. ActionMail shall have no responsibility or liability for any Restricted Data provided without such consent. When and as required by applicable law from time to time, Customer and ActionMail may enter into additional data processing agreement(s), including but not limited to those required under Article 28 of Regulation (EU) 2016/679, with respect to the processing of personally identifiable information contained within Customer Data.

5. Restrictions, Responsibilities and Rights

5.1 Customer Restrictions

Customer shall not:

• modify, copy, display, republish or create derivative works based on the Services or ActionMail Materials;
• act as a reseller or distributor of, or a service bureau for, the Platform or Services or otherwise use, exploit, make available or encumber the Platform or Services to or for the benefit of any third party;
• access or use the Platform or Services without the prior written consent of ActionMail if Customer is or becomes a direct competitor to ActionMail or its affiliates;
• share access, use, or information about the Platform or Services with a direct competitor of ActionMail;
• use the Services to post or send infringing, obscene, threatening, libelous, or otherwise unlawful material;
• use manual or automated software, devices, robots, spiders, or other processes to "crawl" or "spider" or to retrieve, index, "scrape", "data mine" or in any way gather information, content or other materials from the Platform in an unauthorized manner;
• intentionally or unintentionally interfere with or disrupt the integrity or performance of the Services or the data contained therein;
• remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Services;
• use the Services from an embargoed nation or any other country/region that becomes an embargoed nation;
• use the Services in violation of any applicable local, state, national and foreign laws, treaties and regulations in connection with Customer's use of the Services (including those related to data privacy, international communications, export laws and the transmission of technical or personal data laws);
• attempt to gain unauthorized access to the Services, other accounts, computer systems, or networks connected to the Services;
• use the Services to send spam, bulk messages, or other unauthorized communications;
• use the Services to impersonate any person or entity or misrepresent your affiliation with a person or entity.

5.2 Customer Responsibilities

Customer shall provide ActionMail with complete and accurate account, billing and payment information and keep such information up to date during the Term. Customer agrees not to provide any person or entity with access to the Services using Customer's account credentials or other security information except as permitted under this Agreement and shall prevent Users from sharing their ActionMail account access or login information with any other party. Customer is responsible for maintaining the security and confidentiality of all passwords associated with Customer's account. If Customer becomes aware of any unauthorized or illegal use of Customer's account, Customer shall immediately notify ActionMail at security@actionmail.app.

5.3 Artificial Intelligence Features

The Services include certain features that use or leverage applications, software, products, or services provided by ActionMail or third parties that utilize artificial intelligence related technology, including large language models, algorithms and models, and machine learning related technology (collectively, "AI Features"). Customer agrees that Customer is solely responsible for its use of AI Features. Customer acknowledges and agrees that Customer Data will be transmitted to and processed by such AI Features, that in response the AI Features may generate suggested text, information, analyses, results, content, recommendations, and other materials (collectively, "Output"), and that, given the probabilistic nature of artificial intelligence technology, the Output may be inaccurate or inappropriate in response to the input provided.

Accordingly, all Output is provided "as is" and with "all faults", and ActionMail makes no representations, warranties, or covenants of any kind or nature with respect to any of the AI Features or any Output, including with respect to accuracy, completeness, truthfulness, timeliness, or suitability. Customer agrees that all decisions made in reliance on any Output are made at Customer's own risk and that ActionMail shall have no responsibility or liability arising therefrom.

6. Fees; Payment Terms

6.1 Fees

Customer shall pay ActionMail the applicable Fees for its Service Plan(s) and any undisputed Fees, in accordance with this Section, as set forth in an Order Form or as otherwise set forth on the Pricing Page. Customer agrees and understands that if Customer does not pay ActionMail the Fees due for the Services within the agreed time period, ActionMail reserves the right to suspend Customer's access and use of the Services until such Fees are paid as provided in Section 6.4. If Customer reasonably and in good faith believes that ActionMail has billed Customer incorrectly, then Customer must contact ActionMail no later than thirty (30) days after the invoice date on the invoice in which the error or problem appeared, in order to receive an adjustment or credit (if applicable). All Fees are non-refundable and non-creditable, except as expressly set forth in this Agreement or our Refund Policy.

6.2 Taxes

All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on ActionMail's income.

6.3 Payment

Unless otherwise provided in an Order Form, Customer shall pay all Fees at the time of purchase or renewal. Customer shall make all payments hereunder in U.S. dollars. If Customer is paying Fees using a credit card or any digital payment method supported by ActionMail, Customer authorizes ActionMail to charge Customer's account for the Services using that payment method. Customer must keep all information in its billing account current to ensure that all Fees are charged to the appropriate account and are timely paid.

6.4 Late Payment

If Customer fails to make any payment when due then, in addition to all other remedies that may be available, ActionMail may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law. If such failure continues for five (5) days following written notice thereof, ActionMail may suspend performance of the Services until all past due amounts and interest thereon have been paid, without incurring any obligation or liability to Customer by reason of such suspension.

7. Warranties

7.1 Mutual Warranty

Each party represents and warrants that it has the legal power and authority to enter into this Agreement.

7.2 Disclaimer of Warranties

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, (A) ALL SERVICES ARE PROVIDED ON AN "AS IS" BASIS WITHOUT ANY WARRANTY WHATSOEVER; (B) ACTIONMAIL EXPRESSLY DISCLAIMS, TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, ALL WARRANTIES, EXPRESS, IMPLIED AND STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NONINFRINGEMENT, OR ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE OR TRADE; AND (C) ACTIONMAIL MAKES NO WARRANTY REGARDING NONINTERRUPTION OF USE OR FREEDOM FROM BUGS, AND MAKES NO WARRANTY THAT SERVICES WILL BE ERROR-FREE. FREE SERVICES AND PRO TIER SERVICES ARE PROVIDED "AS IS" AND AS AVAILABLE EXCLUSIVE OF ANY WARRANTY WHATSOEVER.

7.3 AI Output Disclaimer

ACTIONMAIL DOES NOT WARRANT THAT AI-GENERATED OUTPUT, INCLUDING EMAIL SUMMARIES, EXTRACTED ACTION ITEMS, JOB APPLICATION DETECTION, OR EMAIL CATEGORIZATION, WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR ANY PARTICULAR PURPOSE. CUSTOMER ACKNOWLEDGES THAT AI OUTPUT MAY CONTAIN ERRORS AND SHOULD BE REVIEWED BEFORE RELYING UPON IT FOR ANY IMPORTANT DECISIONS.

7.4 Beta Services

Customer may choose to use Beta Services in its sole discretion. Notwithstanding anything to the contrary in this Agreement or otherwise: (a) Beta Services may not be supported and may be changed or terminated at any time without notice; (b) Beta Services may not be as reliable or available as the Services; (c) Beta Services have not been subjected to the same security requirements, measures, and auditing as the Services; (d) Beta Services constitute ActionMail's Confidential Information; and (e) BETA SERVICES ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY, INDEMNITY OR SUPPORT AND ACTIONMAIL'S LIABILITY FOR BETA SERVICES WILL NOT EXCEED FIFTY DOLLARS (US $50).

8. Term and Termination

8.1 Automatic Renewal; Cancellation

The term of this Agreement shall commence on the Effective Date and continue until all Order Forms entered into hereunder have expired or been terminated. Unless otherwise set forth in the applicable Order Form, each Subscription Term will automatically renew, unless either party provides written notice of non-renewal to the other party at least thirty (30) days prior to the renewal. Unless otherwise provided for in the applicable Order Form, ActionMail reserves the right to increase fees for any renewal terms with at least thirty (30) days prior notice. Customer authorizes ActionMail to charge Customer's payment method on file or invoice Customer for each renewal until Customer cancels their subscription.

8.2 Cancellation by Customer

You may cancel your subscription at any time through your account settings at Settings > Account > Cancel Subscription. Upon cancellation:

• For monthly subscriptions: Cancellation takes effect at the end of the current billing cycle
• For annual subscriptions: Cancellation takes effect at the end of the current annual period

You will retain access to paid features until the end of your current billing period. Please see our Cancellation Policy for more details.

8.3 Termination for Material Breach

Either party may terminate this Agreement (i) if the other party materially breaches any terms and conditions of this Agreement and does not cure such breach within thirty (30) days of receiving notice of such breach; or (ii) if the other party becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. Notwithstanding the foregoing, this Agreement and any Order Form may be immediately terminated by ActionMail in the event Customer has breached any obligation set forth in Section 5 and, in ActionMail's determination, that breach cannot be adequately cured.

8.4 Effect of Termination

Upon expiration or termination of this Agreement for any reason, the rights and licenses granted to Customer shall terminate immediately. ActionMail reserves the right to permanently delete any Customer Data following termination of the Agreement in accordance with our data retention policies. Upon termination, ActionMail shall also promptly delete any Customer Data upon Customer's written request. Any data deleted may remain in immutable electronic backups maintained by ActionMail and used purely for backup, disaster recovery and data protection purposes for up to 90 days.

8.5 Survival

The following provisions shall survive termination of this Agreement: Sections 1 (Definitions), 2.4 (ActionMail Ownership), 4.1 (Customer Ownership), 5 (Restrictions, Responsibilities and Rights), 7 (Warranties), 9 (Indemnification), 10 (Limitation of Liability), 11 (General Provisions).

9. Indemnification

9.1 ActionMail Indemnification

ActionMail will indemnify and hold Customer harmless from and against any third-party claim against Customer alleging that Customer's use of the Services as permitted hereunder infringes or misappropriates a third party's valid U.S. patent, copyright, trademark or trade secret. ActionMail shall, at its expense, defend such claim and pay damages finally awarded against Customer in connection therewith, including the reasonable fees and expenses of the attorneys engaged by ActionMail for such defense.

9.2 Customer Indemnification

Customer will indemnify and hold ActionMail harmless from and against any third-party claim against ActionMail arising from or related to (i) Customer's breach of Section 5.1 of this Agreement, (ii) any Customer Data or Customer's use of any Output, or (iii) Customer's violation of any applicable laws or regulations.

10. Limitation of Liability

EXCEPT FOR THE PARTIES' INDEMNIFICATION OBLIGATIONS AND FOR CUSTOMER'S BREACH OF SECTION 5, IN NO EVENT SHALL EITHER PARTY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT FOR ANY LOST PROFITS, DATA LOSS, BREACH OF DATA OR SYSTEM SECURITY, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), IN EACH CASE REGARDLESS OF WHETHER A PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.

IN NO EVENT WILL ACTIONMAIL'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED (IN THE AGGREGATE) THE GREATER OF: (A) THE FEES PAID (OR PAYABLE) BY CUSTOMER TO ACTIONMAIL UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO A CLAIM HEREUNDER; OR (B) ONE HUNDRED DOLLARS ($100.00 USD).

11. General Provisions

11.1 Relationship of the Parties

The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

11.2 Notices

ActionMail may give general notices related to the Services that are applicable to all customers by email or through the Platform. All other notices required to be sent hereunder will be in writing and will be effective upon (i) personal delivery, (ii) the second business day after mailing, or (iii) email delivery with confirmation of receipt. Notices to ActionMail should be sent to legal@actionmail.app. Notices to Customer will be sent to the email address associated with Customer's account.

11.3 Waiver and Cumulative Remedies

No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

11.4 Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall 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 this Agreement shall remain in full force and effect.

11.5 Assignment

Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including any Order Forms), without the consent of the other party, to (i) an Affiliate; or (ii) in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this Section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

11.6 Subcontractors

ActionMail may use third-party subcontractors who are subject to contractual obligations no less protective than those of this Agreement, as applicable. ActionMail will remain responsible for their acts, omissions, and any subcontracted obligations.

11.7 Publicity

ActionMail may include Customer's name and logo on its website or in other marketing materials or channels solely to reference Customer as an ActionMail customer, subject to any trademark usage instructions provided to ActionMail. All other uses of each other's name and any publicity shall require the prior written approval and consent of the other party.

11.8 Governing Law

This Agreement and any disputes arising out of or related hereto shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without giving effect to its conflicts of laws rules.

11.9 Arbitration Agreement

The parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of this Agreement directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration. If such negotiations do not resolve the dispute, it shall be finally settled by binding arbitration in the State of Delaware, United States. The arbitration will proceed in the English language, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the "Rules") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. The Rules will govern payment of all arbitration fees.

Opt-Out Right: You shall have the right to opt out of the provisions of this Section by sending written notice of the decision to opt out to legal@actionmail.app within thirty (30) days of first accepting this Agreement. Customer must include (i) its name and residence address, (ii) the email address associated with its account, and (iii) a clear statement that it wants to opt out of this arbitration agreement.

CLASS ACTION WAIVER: THE PARTIES WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.

All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

11.10 Force Majeure

Except for payment obligations, neither party shall be liable for delay or non-performance of its obligations hereunder (or part thereof) if the cause of delay or non-performance is due to a Force Majeure Event. The party affected shall be relieved from its obligations (or part thereof) as long as the Force Majeure Event lasts and hinders the performance of said obligations (or part thereof). The party affected shall promptly notify the other party and make reasonable efforts to mitigate the effects of the Force Majeure Event.

11.11 No Third Party Beneficiaries

The parties acknowledge that the covenants set forth in this Agreement are intended solely for the benefit of the parties, their successors and permitted assigns. Nothing herein, whether express or implied, will confer upon any person or entity, other than the parties, their successors and permitted assigns, any legal or equitable right whatsoever to enforce any provision of this Agreement.

11.12 Export Control

The Services, ActionMail technology and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. Customer shall not, and shall not permit Users to, access or use the Services in violation of any U.S. export law or regulation.

11.13 Entire Agreement

This Agreement, including all exhibits and addenda hereto and all Order Forms, sets forth the entire agreement of the parties and supersedes and replaces all prior or contemporaneous writings, negotiations and discussions, whether written or oral, with respect to its subject matter. Neither party has relied upon any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except for the representations and warranties set forth in this Agreement. ActionMail reserves the right to modify the terms and conditions of this Agreement, at its sole discretion, effective upon the commencement of any renewal subscription term or with thirty (30) days prior notice. You are responsible for regularly reviewing this Agreement for updates.

CONTINUED USE OF THE SERVICES AFTER ANY SUCH CHANGES SHALL CONSTITUTE YOUR CONSENT TO SUCH CHANGES. If ActionMail modifies this Agreement during Customer's subscription term, and Customer objects to the updated agreement, as Customer's exclusive remedy, Customer may choose to terminate this Agreement prior to the next renewal term and cease using the Services. Notwithstanding any language to the contrary therein, no terms or conditions set forth on any Customer purchase order or in any other Customer order documentation shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.

12. Contact Information

If you have any questions about this Agreement, please contact us at:

• Legal Inquiries: legal@actionmail.app
• General Support: support@actionmail.app
• Security Issues: security@actionmail.app
• Privacy Inquiries: privacy@actionmail.app

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By using ActionMail, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.