This agreement is made by and between ___ ("Account-holder"), and any and all other parties designated as additional Account-holders, and IMAP Partners, LLC ("Provider").
This document constitutes the entire agreement between the parties, and sets out all terms and conditions. It supersedes any previous such agreement.
This Agreement shall be interpreted and construed according to, and governed by, the laws of the state of California, excluding any such laws that might direct the application of the laws of another jurisdiction. The federal or state courts located in California shall have jurisdiction to hear any dispute under this Agreement.
Provider may modify the terms of this agreement from time to time, after providing 30 days' notice to Account-holder in writing. Notice is given by email or, if email delivery is unlikely, by letter to the address on file. Either party may choose to terminate the agreement at any time, with or without cause. (See Refunds.)
Provider may offer new or additional services, or set new prices for existing services, without notification to existing customers insofar as they are grandfathered under the existing terms.
Provider agrees to provide hosted email service to Account-holder under the following terms.
Storage and access of email. The service ("Service") consists of storage of Internet standard electronic mail messages ("email"), delivery of new email to the storage, and access to stored email, for one or more Internet domain names ("domains"), and/or for one or more users. Delivery is via the Simple Mail Transfer Protocol ("SMTP"), and access is via one or more protocols, at Provider's sole discretion, including Internet Mail Access Protocol ("IMAP"). Only the users authorized by Account-holder will be permitted access.
DNS. Provider will also, at Account-holder's option, maintain Domain Name Service ("DNS") servers connected to the Internet, and serve reasonable and necessary DNS resource records (constituting a "DNS Zone") for Account-holders domain(s). Provider will make reasonable changes to a DNS Zone upon Account-holder's written request, within the normal response time for routine requests.
Provider will strive to make and keep the Service accessible at all times, within its power to do so, except for occasional, scheduled maintenance periods, which, when reasonably possible, will be announced by email to all system users in advance. Provider can make no guaranty of accessibility from any or all of Account-holder's hosts, due to the distributed nature of the Internet and its management and operation. Provider will, however, make reasonable and diligent efforts to work with Account-holder, Provider's suppliers, and other relevant parties, to diagnose and correct network reachability and other technical problems.
The Service is intended for use by individuals, either Account-holders or Domain users, for routine person-to-person communication. It is specifically prohibited to use the Service to send or facilitate the sending of unsolicited or "bulk" messages, whether or not commercial, and whether or not the messages are or tend to be misleading or fraudulent, or leading to or part of or arising from any crime.
All use of the Service must conform strictly to the guidelines set out at http://www.mail-abuse.com/. The fundamental principle is that all communications must be consensual: as the recipient of an email message bears a large part of the cost of its transmission, any non-consensual communication is theft.
All users of the Service form a community, and thereby share certain attributes (such as a source IP host address), which may subject the entire community to injury (such as blacklisting) due to the actions of a few. Complaints to Provider about such abuse will result in immediate suspension of service and possible termination of the entire account.
Furthermore, due to the nature of IMAP, most traffic is expected to be to and from individual users' email storage, with list traffic making up only a small part. If list or other transit traffic dominates the use for an Account, Provider reserves the right to levy extra charges, or to restrict or terminate the account.
Unless otherwise arranged in advance, Account-holder (and any designated additional Account-holders) will be the sole point of contact to Provider for all technical support and any other inquiries. Provider may choose not to respond to any inquiries from users of the Service within the Domain ("Domain Users") other than Account-holder. Account-holder will make the necessary effort to become familiar with the Service and proficient in using its administration interfaces, using the information made available by Provider. Account-holder will read and follow instructions given by Provider. Account-holder will be solely responsible for taking inquiries from Domain Users, and performing all technical support related to access client software, such as email programs and web browsers. Account-holder will escalate to Provider only after making reasonable efforts to isolate problems, ruling out common-system failures beyond Provider's control, such as local Internet connectivity or firewalls.
We regret that we cannot provide technical support for any email client software.
We will respond to routine support requests by email within one business day. For server-down emergencies only, we will respond to calls to our toll-free support hotline within one hour, 7x24.
Because of the nature of IMAP, the Storage aspect of the Service is vital. Users are expected to store email on the Server for indefinite periods, and to rely on the Service as the sole storage of that email. Provider recognizes the value of the email and will strive to protect its integrity and availability to the Account-holder, using all reasonable means within its control, in accordance with accepted industry practices. Upon termination of the Service by either party, Provider will cease accepting delivery of new email (new email will "bounce") but will continue to make previously stored email available online for up to 30 days after termination, to allow Account-holder to make other arrangements for service. Provider will retain email in offline storage for up to six months (longer by special arrangement). Bulk transfer of offline data, by magnetic tape or other media, will be available by special arrangement, for a period of up to six months after termination. Provider will not unilaterally place a lien on or otherwise encumber Account-holder's stored email, even for non-payment of Service fees or other disputes, except as provided by law. Provider may charge a fee for bulk transfers, to cover reasonable costs (e.g. for media and labor), or for extraordinary online transfers (e.g. when excess bandwidth charges accrue to Provider in consequence thereof).
The retention periods stated above do not, however, apply to a Trial account which was never activated by payment. Upon termination of a Trial, all Service will be suspended and all stored email may be destroyed immediately.
Payment for Service is due in advance, for a Service Period of one month (for Domains), starting on the initial service date (the "Month"). (For instance, if service started on the 12th of January, a Month would comprise the 12th of any calendar month through the 11th of the following calendar month.) Provider will, on written request by Account-Holder, refund fees in full at any time during the Month and terminate the Service. Discounts apply for pre-payment of periods greater than one Month, but in that case refunds may only be obtained for fees paid for the current Month and future Months. Fees for past Months are considered earned by the Provider and are not refundable. Refunds may be pro-rated to subtract discounts which no longer apply.
Promotional amounts accrued, including any amounts earned in a referral or other program, and which can offset Service Fees, but not paid to Provider directly in cash, are not refundable under any circumstances. Fees paid are debited before promotional amounts accrued, and may affect the amount of a refund, if any.
Service fees are calculated from the number of Domains, the Domain User Quotas, and the total amount of Storage Quota. (A User is a distinct login; Distribution lists, or aliases, are not considered Users, and are not restricted by quotas except that the Provider intends the Service to be used predominantly for email storage, and not email transit. See Acceptable Use.) Domains entitle one or more users to Domain Administrator Privilege; the Account-holder is so privileged and may assign that privilege to other Users in the Domain. Such assignment by itself, however, does not designate them as additional Account-holders. (See Support)
Certain discounts may apply for pre-payment. A single-user account is discounted relative to a regular domain account, and its fee is per annum, payable in advance. If a Single-User Account is terminated before the year is up, the discount may be forfeited and the user charged the same Fee as a Domain account.
Accounts may be offered on a free Trial basis, for a period of one Month or other period at Provider's discretion. Trial use is governed by the terms of this agreement. A Trial becomes Activated upon the first non-delinquent payment of Fees.
Other discounts or promotions may be offered from time to time.
Payments are accepted by methods and to the locations set out on on Provider's web site or included in invoices. Invoices are sent only by email, except by special arrangement. Lack of an invoice does not relieve the Account-holder of responsbility to pay Fees in a timely manner.
If Service includes domain registration services, Account-holder further agrees to abide by the ICANN Policy and Domain registration agreement, incorporated herein by reference.
If any provision or provisions of this Agreement shall be held to be invalid, illegal, unenforceable or in conflict with the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Provider's aggregate liability, if any, arising out of or in any way related to its performance of the services provided for under this Agreement shall be limited to the actual fees paid for Service; and in no event shall the Provider or its suppliers pay for incidental, indirect, special, or consequential damages, even if they have been advised of or should have foreseen, the possibility of such damages.
Neither party shall be liable in damages or have the right to terminate this Agreement for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including, but not limited to, Acts of God, Government restrictions, wars, insurrections and/or any other cause beyond the reasonable control of the party whose performance is affected.
In the event any dispute or controversy arising out of or relating to this Agreement, the parties agree to exercise their best efforts to resolve the dispute as soon as possible. The parties shall, without delay, continue to perform their respective obligations under this Agreement which are not affected by the dispute.
Mediation. In the event that the parties can not by exercise of their best efforts resolve the dispute, they shall submit the dispute to Mediation. The parties shall, without delay, continue to perform their respective obligations under this Agreement which are not affected by the dispute. The invoking party shall give to the other party written notice of its decision to do so, including a description of the issues subject to the dispute and a proposed resolution thereof. Designated representatives of both parties shall attempt to resolve the dispute within 10 days after such notice. If those designated representatives cannot resolve the dispute, the parties shall meet at a mutually agreeable location and describe the dispute and their respective proposals for resolution to responsible executives of the disputing parties, who shall act in good faith to resolve the dispute. If the dispute is not resolved within 15 days after such meeting, the dispute shall be submitted to binding arbitration in accordance with the Arbitration provision of this Agreement.
Arbitration. Any controversies or disputes arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association. The parties shall endeavor to select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of this Agreement. In the event the parties are unable to agree to such a selection, each party will select an arbitrator and the arbitrators in turn shall select a third arbitrator. The arbitration shall take place at a location that is reasonably centrally located between the parties, or otherwise mutually agreed upon by the parties.All documents, materials, and information in the possession of each party that are in any way relevant to the claim(s) or dispute(s) shall be made available to the other party for review and copying no later than 30 days after the notice of arbitration is served.The arbitrator(s) shall not have the authority, power, or right to alter, change, amend, modify, add, or subtract from any provision of this Agreement or to award punitive damages. The arbitrator shall have the power to issue mandatory orders and restraining orders in connection with the arbitration. The award rendered by the arbitrator shall be final and binding on the parties, and judgment may be entered thereon in any court having jurisdiction. The agreement to arbitration shall be specifically enforceable under prevailing arbitration law. During the continuance of any arbitration proceeding, the parties shall continue to perform their respective obligations under this Agreement.
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