Emailgistics Software as a Service (SaaS) Agreement

Emailgistics has updated this SaaS agreement as of 20 June 2025 ("Effective Date").

This Software as a Service (SaaS) Agreement (this "Agreement") governs the provision and use of the Emailgistics platform between Emailgistics Corp., ("Emailgistics", "Provider", "we", "us") and the organization or individual agreeing to these terms ("Client", "you"). By accepting this Agreement or using our Service, you agree to be bound by these terms.

Background

Provider operates a Software as a Service (SaaS) platform. Client desires to use the Service, and Provider agrees to provide access subject to the terms of this Agreement.

1. Service Provisions

1.1 Service Access

Provider grants Client a limited, non-exclusive, non-transferable right to access and use the Service during the Service Period solely for Client's internal business operations in accordance with the purchased subscription plan and this Agreement. "Internal business operations" means use solely for Client's own business purposes and not for the benefit of any third party.

1.2 Permitted Use

Client may authorize its employees, contractors, and agents ("Users") to access the Service under Client's account. Client remains fully responsible for all User activities and ensuring their compliance with this Agreement. Each User must have a unique account, and credentials cannot be shared.

1.3 Use Restrictions

Client and its Users shall not:

Access the Service for any unlawful purpose or in violation of any applicable laws
Attempt to breach or circumvent any security measures
Reverse engineer, decompile, or disassemble any part of the Service
Use the Service to develop competing products or services
Transmit any malicious code, viruses, or harmful content
Interfere with or disrupt the Service's performance or availability
Remove, alter, or obscure any proprietary notices
Exceed usage limits specified in your subscription plan
Use automated systems or bots to access the Service without our written permission
Sublicense, resell, or provide Service access to third parties outside your organization
Use the Service in a manner that imposes an unreasonable or disproportionately large load on the infrastructure

1.4 Service Modifications

Provider reserves the right to enhance, modify, or discontinue features of the Service. We will provide reasonable notice for material changes that adversely affect core functionality. Continued use after modifications constitutes acceptance of changes.

2. Account Management

2.1 Account Requirements

You represent and warrant that:

You have full legal authority to bind your organization to this Agreement
All registration information provided is accurate and current
Users are at least 18 years old or the age of majority in their jurisdiction
You will maintain the security of all account credentials
You are responsible for any activities conducted through your account, whether authorized or not, unless resulting from Provider's negligence or breach

2.2 Account Administration

Client's designated administrator has authority to:

Add or remove Users
Modify User permissions and roles
Access usage reports and billing information
Configure Service settings for the organization
Export reporting data

2.3 Account Security

Client must immediately notify Provider of any unauthorized access or security breach. Provider is not liable for any loss or damage arising from Client's failure to maintain account security.

3. Commercial Terms

3.1 Fees and Payment

Client agrees to pay all fees according to the selected subscription plan. Unless otherwise agreed in writing:

Fees are due in advance for each billing period
Payment is due upon receipt of invoice or automatic charge
All fees are non-refundable except as expressly stated herein
Late payments accrue interest at 1.5% per month or maximum legal rate
All payments must be made in USD

3.2 Subscription Changes

Upgrades: Additional Users or features may be added at current rates, prorated for the remainder of the billing period
Downgrades: Reductions take effect at the next renewal period
Overage: Excess usage will be billed at current overage rates

3.3 Billing Disputes

Billing disputes must be submitted in writing within 30 days of the invoice date. Undisputed amounts must be paid while disputes are resolved. Provider and Client agree to work in good faith to resolve any billing disputes within 30 days of notice. Contact [email protected] for disputes.

3.4 Taxes

Fees exclude all taxes, duties, and assessments. Client is responsible for all taxes except those based on Provider's net income. Tax exemption certificates must be provided before invoicing.

3.5 Payment Methods

Provider accepts payment via credit card, ACH, or wire transfer. If Client requires use of a vendor portal that charges fees, Client agrees to reimburse Provider for such fees. Failure to maintain valid payment methods may result in suspension of Service.

4. Data & Privacy

4.1 Data Ownership

Client retains all rights to data uploaded or created within the Service ("Client Data"). Provider receives a limited license to process Client Data solely to provide the Service and as described in this Agreement.

4.2 Data Security

Provider implements industry-standard technical and organizational measures to protect Client Data, including:

Encryption in transit and at rest
Access controls and authentication
Regular security assessments
Incident response procedures

4.3 Data Processing

For personal data processing, the parties agree to Provider's Data Processing Agreement, incorporated by reference. Provider processes personal data according to Client's instructions and applicable data protection laws.

4.4 Permitted Data Use

Provider may:

Process Client Data to provide and improve the Service
Generate aggregated, anonymized analytics and benchmarks
Use usage patterns and metadata to enhance Service performance
Comply with legal obligations

4.5 Data Restrictions

Client agrees not to upload:

Protected health information (unless covered by separate BAA)
Payment card data requiring PCI compliance
Sensitive personal data without prior written agreement
Data Client lacks rights to share

4.6 Data Portability

During the Service Period and for 30 days after termination, Client may export Client reporting data in standard formats via the Service interface. After such period, Provider may delete Client Data unless otherwise required by law or agreed in writing.

5. Intellectual Property & Confidentiality

5.1 Ownership Rights

Provider owns all rights in the Service, including software, algorithms, user interface, and documentation. This Agreement grants only the limited use rights expressly stated herein.

5.2 Feedback License

Client grants Provider an unlimited, perpetual, irrevocable license to use any feedback, suggestions, or recommendations about the Service for any purpose without compensation. This license does not obligate Provider to use or implement any feedback.

5.3 Confidential Information

Each party shall protect the other's confidential information with reasonable care and use it solely for Agreement purposes. Confidentiality obligations survive termination for five years.

5.4 Confidentiality Exceptions

Obligations don't apply to information that:

Is or becomes publicly available through no breach
Was rightfully known before disclosure
Is independently developed without using confidential information
Must be disclosed by law (with prompt notice when permitted)

6. Warranties, Indemnities & Liabilities

6.1 Service Warranty

Provider warrants the Service will perform materially as documented during the Service Period. Provider's sole obligation for breach is to use reasonable efforts to correct material nonconformities.

6.2 Mutual Warranties

Each party warrants it has full authority to enter this Agreement and that performance won't violate any other obligations.

6.3 Disclaimers

EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND. PROVIDER DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

6.4 Indemnification

By Provider: Provider will defend Client from third-party intellectual property infringement claims arising from Client's authorized use of the Service, provided Client gives prompt notice, reasonable cooperation, and sole control over defense and settlement to Provider.
By Client: Client will defend Provider from claims arising from Client Data, Client's violation of this Agreement, or misuse of the Service

6.5 Liability Limitations

NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES. EACH PARTY'S TOTAL LIABILITY SHALL NOT EXCEED THE FEES PAID IN THE 12 MONTHS PRECEDING THE CLAIM.

6.6 Exceptions

Liability limits don't apply to:

Indemnification obligations
Breach of confidentiality
Willful misconduct or gross negligence
Client's payment obligations

7. Term, Termination & Data Portability

7.1 Term

This Agreement begins on the Effective Date and continues for the initial subscription period, then auto-renews for successive periods unless terminated.

7.2 Termination Rights

Either party may terminate:

For convenience: With 30 days notice before renewal
For cause: Immediately upon material breach not cured within 30 days of notice
For insolvency: Upon bankruptcy or cessation of business

7.3 Suspension Rights

Provider may suspend access immediately for:

Security threats or attacks
Illegal or harmful use
Non-payment after notice
Excessive use impacting other clients

Provider shall use commercially reasonable efforts to notify Client before suspension and allow time for remediation where practicable.

7.4 Effect of Termination

Upon termination:

Access rights cease immediately
Client must pay all outstanding fees
Each party returns or destroys confidential information
Client has 30 days to export Client reporting data

8. Special Provisions

8.1 Free Trials

Trial periods are limited-time, feature-restricted access to evaluate the Service. No warranties apply to trials. Provider may terminate trials at any time. Data may be deleted after trial expiration.

8.2 Beta Features

Beta features are experimental and may be discontinued without notice. No service levels apply. Client's use of beta features includes consent to Provider's collection and analysis of usage data for improvement.

8.3 Third-Party Integrations

Provider isn't responsible for third-party services integrated with the Service. Client's use of integrations is solely between Client and the third party. Provider may discontinue integrations without liability. Client's use of third-party integrations is governed by those third-party terms and not this Agreement.

8.4 Professional Services

Additional consulting, training, or implementation services are governed by separate statements of work referencing this Agreement.

8.5 Service Levels

Provider will use commercially reasonable efforts to maintain Service uptime of 99.9% per month, excluding scheduled maintenance and force majeure.

8.6 Insurance

Provider shall maintain general liability and cyber liability insurance appropriate for the nature of the Service.

9. General Legal Terms

9.1 Force Majeure

Neither party is liable for delays due to circumstances beyond reasonable control, including natural disasters, pandemics, war, terrorism, labor disputes, or internet outages.

9.2 Governing Law

This Agreement is governed by Ontario, Canada law, excluding conflict of laws principles. The parties consent to exclusive jurisdiction in Toronto, Ontario, Canada.

9.3 Dispute Resolution

The parties will attempt good faith negotiation before pursuing litigation. Each party waives jury trial rights for Agreement disputes.

9.4 Assignment

Neither party may assign this Agreement without written consent, except Provider may assign to an affiliate or successor in a merger or acquisition. Assignment to a Provider competitor permits immediate termination. Any attempted assignment in violation of this section shall be void.

9.5 Notices

Legal notices must be written and sent to the addresses below:

Provider: Emailgistics Corp., Attn: Legal Department, 407 Iroquois Shore Rd., Unit 8, Suite V12, Oakville, Ontario, Canada L6H 1M3 or [email protected].

Client: Address provided in account registration

Notices sent via email are deemed received upon confirmation of transmission or 1 business day after sending, whichever is earlier.

9.6 Entire Agreement

This Agreement, including all referenced documents, constitutes the complete agreement between the parties. Order forms supersede conflicting terms herein.

9.7 Amendments

Provider may update this Agreement with notice to Client. Continued use after the effective date constitutes acceptance. Material adverse changes permit termination without penalty. Client may terminate within 30 days of notice if changes materially and adversely affect their rights.

9.8 Severability

If any provision is unenforceable, it will be modified to the minimum extent necessary to make it enforceable.

9.9 Survival

Provisions regarding data portability, confidentiality, intellectual property, indemnification, limitations of liability, and governing law survive termination.

9.10 Compliance

Each party will comply with applicable laws including export controls and anti-corruption regulations. Client represents no Users are on prohibited party lists.

9.11 Publicity

Provider may reference Client as a customer in marketing materials. Client may opt out of such references with written notice. Additional publicity requires mutual written consent.

9.12 No Third-Party Rights

This Agreement doesn't create rights for any third parties. Users are not third-party beneficiaries.

10. Definitions

"Client Data" means all data uploaded, submitted, or created by Client or Users within the Service.

"Documentation" means Provider's current user guides and technical documentation for the Service.

"Excessive Use" means usage significantly exceeding typical patterns for similar subscriptions or that degrades Service performance.

"Service" means Provider's proprietary software-as-a-service platform and all updates, features, and related support.

"Service Period" means the subscription term during which Client has valid access rights.

"User" means an individual authorized by Client to access the Service under Client's account.

BY USING EMAILGISTICS YOU ACCEPT THIS AGREEMENT AND ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND HAVE THE AUTHORITY TO BIND YOUR ORGANIZATION.