Sprint Mail Service Terms and Conditions

1. Definitions

(a) "Aggregated Statistics" means data and information related to Customer's use of the Services that is used by Sprint Mail in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.

(b) "Agreement" means the executed Order Form together with these Sprint Mail Service Terms and Conditions.

(c) "Authorized User" means Customer's employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement and (ii) for whom access to the Services has been purchased hereunder.

(d) "Credits" means the tokens used to allocate funds within the Sprint Mail services.

(e) "Customer" means the Customer listed in the Order Form.

(f) "Customer Data" means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services.

(g) "Sprint Mail IP" means the Services and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, Sprint Mail IP includes Aggregated Statistics and any information, data, or other content derived from Sprint Mail monitoring of Customer's access to or use of the Services, but does not include Customer Data.

(h) "Order Form" means the executed form entered into between the Parties that includes, among other things, the services selected, the Customer name, and the Credits ordered.

(i) "Party" and "Parties." Sprint Mail and Customer may be referred to herein collectively as the "Parties" or individually as a "Party."

(j) "Services" means the software-as-a-service offering described in the Order Form.

2. Access and Use

(a) Provision of Access

Subject to and conditioned on Customer's payment of Fees and compliance with all other terms and conditions of this Agreement, Sprint Mail hereby grants Customer a non-exclusive, non-transferable right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Customer's internal use.

(b) Use Restrictions

Customer shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to:

copy, modify, or create derivative works of the Services, in whole or in part;
rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services;
reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part;
remove any proprietary notices from the Services;
use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; or
share or provide access the Customer's account to anyone other than the Customer.

(c) Reservation of Rights

Sprint Mail reserves all rights not expressly granted to Customer in this Agreement.

(d) Suspension

Notwithstanding anything to the contrary in this Agreement, Sprint Mail may temporarily suspend Customer's and any Authorized User's access to any portion or all of the Services if: (i) Sprint Mail reasonably determines that there is a threat or attack on any of the Sprint Mail IP; Customer's use disrupts or poses a security risk; Customer is using the Services for fraudulent or illegal activities; Customer has ceased business operations or become subject to bankruptcy proceedings; or Sprint Mail provision of Services is prohibited by applicable law; (ii) any vendor of Sprint Mail has suspended or terminated Sprint Mail access to third-party services required for the Services; or (iii) in accordance with Section 4(a)(iii). Sprint Mail shall use reasonable efforts to provide written notice of any Service Suspension and to provide updates regarding resumption. Sprint Mail will have no liability for any consequences of a Service Suspension.

(e) Aggregated Statistics

Sprint Mail may monitor Customer's use of the Services and collect and compile Aggregated Statistics. All right, title, and interest in Aggregated Statistics belong to Sprint Mail. Customer agrees that Sprint Mail may make Aggregated Statistics publicly available and use them as permitted under applicable law.

3. Customer Responsibilities

Customer is responsible and liable for all uses of the Services resulting from access provided by Customer. Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach will be deemed a breach by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement's provisions and shall cause Authorized Users to comply.

4. Fees and Payment

(a) Fees

Customer shall pay Sprint Mail the fees as set forth in Order Form without offset or deduction in US dollars on or before the due date. If Customer fails to make any payment when due: (i) Sprint Mail may charge interest at 1.5% per month; (ii) Customer shall reimburse Sprint Mail for all reasonable collection costs; and (iii) if such failure continues for fifteen days or more, Sprint Mail may suspend access until amounts are paid in full.

(b) Taxes

All Fees are exclusive of taxes. Customer is responsible for all sales, use, and excise taxes.

(c) No Refunds

Credits are applicable only toward future fees and are not convertible into cash. Fees and Credits are not refundable under any circumstances, including termination. EVEN IF CUSTOMER DOES NOT USE THE SERVICES, CUSTOMER WILL REMAIN RESPONSIBLE FOR ALL RECURRING FEES UNTIL THIS AGREEMENT IS TERMINATED.

(d) No Chargebacks

Customer agrees that charges are irrevocable and may not be charged back. Filing a chargeback is a material breach for which Sprint Mail could be entitled to attorney fees and costs. If a chargeback occurs, Sprint Mail reserves the right to terminate Customer's access and Customer will forfeit existing Credits.

5. Confidential Information

Either Party may disclose Confidential Information to the other Party. The receiving Party shall not disclose the disclosing Party's Confidential Information except to employees who have a need to know. Obligations of non-disclosure are effective as of the Effective Date and will expire five years from the date first disclosed, except for trade secrets which survive for as long as they remain subject to trade secret protection.

6. Intellectual Property Ownership; Feedback

(a) Sprint Mail IP

Customer acknowledges that Sprint Mail owns all right, title, and interest in the Sprint Mail IP.

(b) Customer Data

Sprint Mail acknowledges that Customer owns all right, title, and interest in Customer Data. Customer grants Sprint Mail a non-exclusive, royalty-free license to use Customer Data to provide the Services and for Aggregated Statistics.

(c) Feedback

Sprint Mail is free to use any Feedback from Customer without attribution or compensation. Customer assigns all right, title, and interest in Feedback to Sprint Mail.

7. Warranty Disclaimer

THE SPRINT MAIL IP IS PROVIDED "AS IS" AND SPRINT MAIL HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. SPRINT MAIL SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

8. Indemnification

(a) Sprint Mail shall indemnify Customer from third-party claims that the Services infringe US intellectual property rights. (b) Customer shall indemnify Sprint Mail from third-party claims arising from Customer Data or unauthorized use. (c) This section sets forth sole remedies for IP infringement claims.

9. Limitations of Liability

IN NO EVENT WILL SPRINT MAIL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES. SPRINT MAIL'S AGGREGATE LIABILITY SHALL NOT EXCEED TWO TIMES THE TOTAL AMOUNTS PAID IN THE ONE-YEAR PERIOD PRECEDING THE EVENT OR $1,000.00, WHICHEVER IS LESS.

10. Term and Termination

(a) Initial term is one year from Effective Date, auto-renewing for up to five additional one-year terms. Either Party may provide sixty days' written notice of non-renewal.

(b) Sprint Mail may terminate if Customer fails to pay after fifteen days' notice or breaches Sections 2(c) or 5. Either Party may terminate for material uncured breach after thirty days' notice, or immediately upon the other Party's insolvency.

(c) Upon termination, Customer shall discontinue use and delete all Sprint Mail IP. No termination entitles Customer to any refund.

11. Miscellaneous

(a) Entire Agreement. This Agreement constitutes the sole and entire agreement of the Parties.

(b) Notices. All notices must be in writing.

(d) Amendment and Modification; Waiver. No amendment is effective unless in writing and signed by both Parties.

(e) Severability. Invalid provisions will not affect other terms.

(f) Governing Law. This Agreement is governed by the laws of the State of Arizona. Jurisdiction is in Phoenix, Maricopa County.

(g) Assignment. Customer may not assign without Sprint Mail's prior written consent.

(h) Mutual Non-Disparagement. Neither Party will publicly disparage the other.

(i) Equitable Relief. Each Party acknowledges that breach of certain sections would cause irreparable harm entitling the other Party to equitable relief.

(j) Counterparts. This Agreement may be executed in counterparts.