Terms

Introduction

The following Terms of Use outline your obligations when using the mailprotector website. You can also review our Privacy Policy, which outlines our obligations and practices towards the handling of information that you may provide to us.

By accessing this site, provided by Virtual Connect Technologies, Inc. ‘Provider’, you acknowledge that you have read and agree to abide by the terms described herein. If you do not agree to such terms, you should immediately exit this site.

Provider may update these Service Terms from time to time without notice. All such guidelines and policies are incorporated by reference into the Service Terms.

1. Services provided

Provider agrees to provide electronic messaging and or collaboration services including virus protection services and electronic messaging filtering services and/or Hosted Exchange services (the “Services”). Services may also include communications from Provider, including, but not limited to announcements, administrative messages, newsletter, advertisements and such communications. You may not be able to opt out of receiving these items. Features, services or other items subsequently added to the Services shall be subject to the Service Terms.

Provider reserves the right at any time to modify or discontinue the Services, or any part thereof, without notice. You agree that Provider shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services.

2. Service Fees and Payment Terms

In return for the Services, you shall pay us Service Fees identified at Exhibit A. If you select monthly billing, you shall pay the full amount owed per month on or before the tenth day of each month. If you fail to pay all amounts owed to us under this MSA when due, then upon at least ten (10) days prior, written notice, we may terminate this agreement or may suspend Services under this agreement until full payment is made. All charges and fees to be paid under this agreement are exclusive of any applicable sales, use, excise or services taxes that may be assessed on the provision of the Services. You are responsible for the payment of any and all such taxes.

3. Your duties

You agree to provide true and complete current registration information about yourself and to update such information so as to keep such information current. Failure to honor this clause may result in the suspension or termination of Services in whole or in part.

You may receive a password and user ID for use with the Services. Please keep the password and user ID confidential, as you are responsible for all activities that occur using your password or account. In the event that you believe that unauthorized use of your account or password is occurring, you will immediately notify Provider.

You agree to comply with our general business terms, listed here, and in our online Help Center, and also with our Acceptable Use Policy.

4. Privacy policy

Registration Information and certain other information about you is subject to our Privacy Policy incorporated by reference and subject to change from time to time in our sole and unfettered discretion. The current Privacy Policy is accessible at the following URL: https://www.mailprotector.com/privacy/

5. Hosted Exchange Server Availability

Provider will use commercial best efforts to provide its Hosted Exchange Customers with 99.9% Exchange server availability measured on a calendar month basis. To ensure optimal performance of servers, Provider will perform routine maintenance on the servers which may require servers to be periodically removed from service. Provider reserves one hour of server unavailability per month for such maintenance purposes and such unavailability will be excluded from uptime calculations. Whenever possible, maintenance will be performed during off-peak hours and Provider will provide advanced notice.

Under certain circumstances Provider may need to perform emergency maintenance such as security patch installation or hardware replacement. It is not practical to provide advance notice of such emergency maintenance procedures. Server unavailability stemming from such emergency maintenance will be excluded from uptime calculations.

Provider cannot guarantee availability under any of the following circumstances:

• Internet congestion
• Terrorist Attack
• Acts of God

6. Use of Microsoft Outlook® (or Entourage) service

Provider’s Hosted Exchange Service (only) includes the licensing for Microsoft Outlook® or Entourage Software. End-users are allowed to install the software one time and only on one PC for each mailbox they purchase. Each end-user/individual using the Provider’s Hosted Exchange service must purchase an individual Subscriber Access License (SAL) – otherwise know as a “mailbox” for this service. Sharing of a single mailbox across multiple users is not allowed unless additional licenses are purchased on a monthly basis for each user. If you cancel your Mailprotector Hosted Exchange account you acknowledge that you are responsible for uninstalling any Microsoft Outlook® or Entourage client software that is licensed as part of the service. Only Provider’s Hosted Exchange Service includes this license – It is not included with other services offered by Provider.

7. Indemnity

You agree to indemnify and hold Provider, and its subsidiaries, affiliates, officers, agents, or other partners and employees harmless from any liability or damages, including reasonable attorneys’ fees, made by any third-party due to or arising out of Material you submit, post, transmit or make available through the Services, your use of Services, your connection to the Services, your violation of the this Agreement, or your violation of any rights of another.

8. Use & Storage

Provider may store electronic messages and other Material for a maximum number of days upon expiration of which they may be deleted. Provider may also designate a maximum disk space per user, which, if exceeded, may result in Materials being deleted or the inability to use the Services. You agree that Provider has no responsibility or liability for deletion of any Materials including messaging or other communications.

Provider also reserves the right to impose an excess usage surcharge if user’s activity drastically exceeds normal standards for user’s type or size account. Any surcharge will be clearly communicated before imposition.

9. Hosted Exchange Backup & Retention Policy

Provider’s servers are configured to allow recovery of deleted mailboxes or mailbox items for a period of 30 days. If a user deletes an item from their mailbox the system will let them restore it via Microsoft Outlook®. Deleted Item/Mailbox retention allows clients to recover data after they execute a delete command against an individual mailbox or individual mailbox item.

Provider uses industry standard daily backups of all system configurations and each mail store to provide disaster recovery for a period of 7 days. These backups are maintained in order to provide quick and accurate recovery if a mail store becomes corrupted or fails for another reason. This protects the customer in the event Provider suffers a system failure or other event that requires the recovery of an entire mail store. Provider will not be responsible for retaining any of your data after account termination. All data is deleted from the servers after the account is terminated and from back-ups during scheduled back-up intervals. Provider will not restore, provide on any storage media or send out any data pertaining to terminated accounts.

10. Termination

Provider, in its sole discretion, may terminate your password, account or use of the Services, and remove and discard any Material within the Service, for any reason, including, without limitation, lack of use, violation of this Agreement, or any guidelines or policies. You agree that any termination of your access to the Services under any provision herein may be without notice and agree that Provider may immediately delete your account and all related information and files in your account, and prevent future access to Services.

We do not require long term contracts, however if you decide to cancel your service, you will be charged for the entire billing period in which you request cancellation. We do not pro-rate charges. All cancellation requests must be received in writing at billing@virtualconnect.net from the Administrative Contact’s email address.

11. Proprietary Rights and Intellectual Property

The Services and any software used in connection with the Service, (“Software”) contain proprietary and confidential information that is protected by applicable intellectual property and other laws. Provider grants a personal, non-transferable and non-exclusive license to use the object code of Software on a single computer without the right to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. You may not modify the Software in any manner or form, or to use modified versions of the Software. In addition, you hereby accept all applicable third-party license terms made available at the following URL: https://www.mailprotector.com/third-party-terms/

“VIRTUAL CONNECT TECHNOLOGIES”, “MAILPROTECTOR”, “CLOCKWISE”, “MAKE CONTACT”,”THE SAFE MESSAGING ALLIANCE”, “SIMPLY SECURE.”, “MPPARTNERS”, and Provider’s Logos are trademarks or service marks of the Provider. You may not use these or any other Provider trademark or service mark without written permission from Provider.

You agree to allow us to use your company name and logo in our marketing material as a general reference. This does not give us authorization to release confidential information contrary to the Privacy Policy, and we will not insinuate any relationship other than a Vendor-Customer relationship. You may revoke this authorization at any time and for any purpose by notifying us.

12. Disclaimer of Warranties

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. PROVIDER EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. PROVIDER MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM PROVIDER OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE SERVICE TERMS. PROVIDER ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY, INABILITY TO CAPTURE ALL VIRUSES, INABILITY TO FILTER ALL SPAM, MIS-DELIVERY, DELAY, OR FAILED DELIVERY OF ELECTRONIC MESSAGES DUE TO FILTERING OR FAILURE TO STORE ANY COMMUNICATIONS.

13. Limitation & Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT PROVIDER SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS DUE TO COMPUTER VIRUS INFECTION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.

14. Notice & Communications

Notices to you may be made via either email or regular mail and are deemed effective 24 hours after the next business day from the date of the transmission.

The Provider welcomes the use of electronic mail (e-mail) for sending and receiving information. However, e-mail is not a secure form of communications and should not be used to transmit sensitive, confidential or private information. Therefore, the Provider does not treat e-mail as confidential, private or sensitive.

Any material, information, or idea submitted or posted on this website will be considered non-confidential and non-proprietary. The Provider may use such information for any purpose whatsoever, without royalties. Personal data will be treated as set forth in our Privacy Statement.

15. Jurisdiction & Choice of Law

This agreement and all claims or issues regarding this website, shall be governed according to the laws of the State of South Carolina without regard to its choice of law principles.

Any legal action by you concerning these terms or this website must be brought within one (1) year after the circumstances that give rise to the claim or cause of action arise and must be brought in the federal or state courts in Greenville County, South Carolina. You irrevocably submit to venue and personal jurisdiction in Greenville County, South Carolina.

If Provider initiates legal proceedings to collect any fees that are due, or to enforce these terms, you agree to pay Provider’s legal costs and expenses, including reasonable legal fees.

16. Business Associate Agreement

If you are a “covered entity” or a “business associate” and your content includes “protected health information” (“PHI”) as those terms are defined in 45 CFR § 160.103, acceptance of this Agreement includes acceptance of the End User Business Associate Agreement (“EU-BAA”available on our website at https://www.mailprotector.com/eu-baa, which identifies the Services to which it applies. For health care industry clients, in the event of a conflict between this agreement and the End User Business Associate Agreement (“EU-BAA”) available on our website, the EU-BAA will control regarding issues governed by HIPAA (as defined in the EU-BAA).

If you are a reseller of any product with a HIPAA enhancement for health care services and your content includes “protected health information” (“PHI”), then you are a “covered entity” or a “business associate” as those terms are defined in 45 CFR § 160.103, acceptance of this Agreement includes acceptance of the Reseller Business Associate Agreement (“R-BAA”) attached to this MSA, which identifies the Services to which it applies. In the event of a conflict between this agreement and the Reseller Business Associate Agreement (“R-BAA”), the R-BAA will control regarding issues governed by HIPAA (as defined in the R-BAA).

For both the EU-BAA and the R-BAA, the terms of each agreement will be applicable to Provider only if your payment obligations are current and you are in compliance with the terms and conditions of all other agreements between you and provider.

17. Covered Products

Only a select subset of Providers offerings are covered by the terms of a Reseller and/or End User BAA agreement. Provider reserves the right to add or remove products from BAA coverage at any time except that Provider will give at last 30 days written notice to Reseller before the removal of any offering except in cases immediate need for regulatory or other compliance reasons.

Products currently covered by BAA agreement:

• Bracket
• XtraMail

Products for which a BAA is not required pursuant to current DOH guidelines:

• CloudFilter
• SafeSend

Any and all offerings not specifically defined in this section are expressly excluded from BAA consideration or coverage.

18. General

This agreement and its attachments constitute the entire agreement between you and Provider and governs your use of the Service, superseding any prior agreements between you and Provider. The failure of Provider to exercise or enforce any right or provision of this agreement shall not constitute a waiver of such right or provision. If any provision of the this agreement is found by a court of competent jurisdiction to be invalid, the parties agree that the court should give effect to the parties’ intentions as reflected in the provision, and the other provisions of this agreement remain in full force and effect. The section titles in this agreement are for convenience only and have no legal or contractual effect.