Align Subscription Terms
Valimail, Inc. (“Valimail”) is pleased to offer certain Subscription Services according to the terms and conditions of this agreement (the “Agreement” or “Terms of Service”). By signing up for the Subscription Services, you (“You” or “Customer”) agree to the terms and conditions of this Agreement. If you represent an organization, you represent and warrant that you are authorized to agree to this Agreement on behalf of your organization, and your organization owns the domain(s) used with the Subscription Services. If you do not agree to this Agreement, do not use the Subscription Services.
Note – These terms of service apply only to Valimail Align. Please see https://www.valimail.com/subscription-terms/ for terms related to other products and services.
1. DEFINITIONS
1.1. “Authorized User” means an individual Customer employee or agent who has been assigned unique credentials to access and use the Subscription Services, whether or not that individual is accessing or using the Subscription Services at any particular time.
1.2. “Customer Data” means user account information, or any other information provided by Customer or its Authorized Users in the course of accessing and using the Subscription Services.
1.3. “Documentation” means the user documentation for the specific Subscription Services made available to Customer hereunder, as revised from time to time.
1.4. “Exhibit” means the applicable exhibit (if any), setting forth additional terms applicable to the specific Subscription Service, each of which is hereby incorporated herein by reference.
1.5. “Order Form” means an online or written ordering document or account setup form or page mutually agreed by the parties, that specifies the Subscription Services being selected, the subscription period, fees payable, and other commercial terms, and which is issued under and references this Agreement.
1.6. “Subscription Services” means the specific DMARC email authentication service identified as Valimail Align, which is intended only to assist Customer in meeting Yahoo’s and Google’s DMARC requirement as stated in October 2023 (as set forth at https://blog.postmaster.yahooinc.com/post/730172167494483968/more-secure-less-spam and https://blog.google/products/gmail/gmail-security-authentication-spam-protection/).
1.7. “Subscription Term” means the applicable subscription period designated by Customer at the time of purchase, as described in further detail in Section 3.1 hereof, during which Authorized Users are permitted to use or access the Subscription Services pursuant to the terms and conditions set forth in this Agreement. Available Subscription Terms and pricing are set forth at https://www.valimail.com/pricing/align, as amended from time to time.
1.8. “Valimail Technical Data” means the aggregate, transactional, and analytic data used by the Subscription Services which is anonymized and generated for analytics purposes.
2. SUBSCRIPTION SERVICES
2.1. Authorization. Subject to Customer’s compliance with the terms and conditions of this Agreement, Valimail will provide Customer’s Authorized Users a non-exclusive, non-transferable right to access and use the Subscription Services, during Customer’s active Subscription Term and, if applicable, any Renewals (as defined below), solely for Customer’s internal business purposes in accordance with the relevant Documentation.
2.2. Intended Use. The Subscription Services provided hereunder are limited to Valimail Align. Valimail Align is only intended to assist Customer in meeting the DMARC email authentication requirements established by Yahoo! and Google. If Customer changes their DMARC policy to p=reject (i.e., if Customer enables full enforcement), Valimail reserves the right to charge an upgrade fee for Valimail’s Enforce product upon thirty (30) days’ notice. As such, Valimail align is intended only for use with emails sent to Gmail or Yahoo! email addresses and are not intended for or applicable to use with emails sent to email addresses which are not Yahoo! or Gmail email addresses. For DMARC email authentication of additional email addresses, you can purchase a subscription to Valimail Enforce. If you are unsure about which product is best suited for your needs, please visit Valimail’s FAQ page at https://docs.valimail.com/en/faqs.html or contact info@valimail.com.
2.3. Usage Limits. The use of the Subscription Services is further subject to the usage limitations set forth at https://www.valimail.com/pricing/align, as amended from time to time. If Customer exceeds such usage limitations, Valimail reserves the right to charge overage fees as set forth in Section 4 hereof.
2.4. Customer Obligations. Customer is responsible for: (a) maintaining the confidentiality of any user IDs, passwords and other credentials associated with Customer’s account; (b) all activities that occur with respect to Customer’s account; (c) ensuring that Customer’s and Authorized Users’ use of the Subscription Services complies with all applicable laws and the terms and conditions of this Agreement including all agreements, terms, and conditions incorporated herein by reference; (d) ensuring that Customer’s and Authorized Users’ use of the Subscription Services complies with all requirements set forth in the Exhibit which is hereby incorporated herein by reference; (e) ensuring all contact and billing information provided by Customer is accurate, complete, and up-to-date; and (f) ensuring that Customer’s credit card or payment account has sufficient funds and credit limits.
2.5. Restrictions. Except as expressly permitted hereunder, Customer is not permitted to, and will not knowingly allow others to: (a) copy, reproduce, modify, decompile, disassemble, or reverse engineer the Subscription Services or any associated software or materials (except to the extent that applicable law prohibits or restricts reverse engineering restrictions); (b) provide any third parties with access to any of the Subscription Services, or use any of the Subscription Services for time sharing or similar purposes for the benefit of any third party; (c) remove any copyright or proprietary notices contained in the Subscription Services or any output thereof; (d) breach, disable or tamper with, or develop or use (or attempt) any workaround for, any security measure provided or used by the Subscription Services; (e) access the Subscription Services via any bot, web crawler or non-human user; (f) access or use (or permit a third party to access or use) the Subscription Services for any unlawful purpose, competitive analysis, the development or supplement of a competing software product or service, or any other benchmarking or competitive purpose; (g) attempt to circumvent authentication or security of any host, network or account; (h) use or knowingly permit others to use any security testing tools in order to probe, scan or attempt to penetrate or ascertain the security of Subscription Services; or (i) change its DMARC policy to p=reject without Valimail’s express written approval or upgrading to Valimail Enforce and paying the applicable subscription upgrade fees. In addition to the foregoing restrictions, Customer agrees that its use of the Subscription Services is subject to the following requirements: (j) Customer is not a competitor of Valimail; (k) Customer is at least eighteen (18) years of age; (l) Customer has completed the account registration process provided by Valimail; (m) all contact and billing information provided by Customer is accurate, complete, and up-to-date; (n) If Customer represents an organization, Customer’s organization owns the domain(s) being used with the Subscription Services; (o)Customer is not barred by any applicable laws from purchasing a subscription to or using the Subscription Services; (p) Customer is not based in any territory that is subject to a United States government embargo, including but not limited to Cuba, Iran, North Korea; and the Crimea, Donetsk (DNR), or Luhansk (LNR) regions of Ukraine; and (q) Customer is not included in or based in any location which is included in any list maintained by the United States or other applicable jurisdictions of prohibited transactions or exports of US products thereto.
2.6. Security. Valimail will take any technical and organizational measures to protect information, as required under the Agreement and as appropriate given the nature of the information concerned.
3. TERM AND TERMINATION
3.1. Subscription Term Duration and Renewal. Customer’s subscription for the Subscription Services will remain in effect for the duration of the Subscription Term, or until terminated as set forth below. After the initial Subscription Term, Customer’s subscription to the Subscription Services will automatically renew for successive periods of the same duration as Customer’s immediately preceding Subscription Term (each, a “Renewal”) unless either party gives the other party written notice of non-renewal at least thirty (30) days in advance prior to the end of the then-current Subscription Term. For purposes of providing the aforementioned notice, notice provided via the self-service portal or via email to support@valimail.com, with finance@valimail.com copied, will suffice. For avoidance of doubt, this Agreement will automatically expire at the end of the Subscription Term.
3.2. Termination. A party may terminate this Agreement (i) upon material breach by the other party that remains uncured more than 30 days after receiving written notice of the breach; or (ii) immediately if a party is the subject of a bankruptcy order or becomes insolvent. In addition, Valimail may suspend the provision of Subscription Services ten (10) business days following Customer’s receipt of written notice that it is late in paying an invoice or that a credit card charge was rejected (which notice shall also serve as notice that Customer is in material breach of this Agreement). Customer’s subscription for the Subscription Services will automatically terminate upon any termination of this Agreement.
3.3. Survival. The rights and obligations of Valimail and Customer contained in Section 3 (Term and Termination), Section 4 (Fees and Payment), Section 5 (IP Ownership), Section 6 (Confidentiality), and Sections 8 through 10 (Indemnification, Limitation of Liability, and General Terms), as well as any additional terms that should naturally survive termination or expiration, will survive any expiration or termination of this Agreement.
4. FEES AND PAYMENT
4.1. Fees. In consideration for Valimail providing the Subscription Services, Customer shall pay to Valimail the fees in accordance with Valimail’s then-current standard pricing (available at https://www.valimail.com/products/align) specific to the subscription plan selected by Customer (“Fees”). Upon conclusion of each Subscription Term or Renewal, Valimail may modify the Fees payable in accordance with updates to Valimail’s then-current standard pricing. Such Fee modifications will take effect thirty (30) days after notification of such modification to Valimail’s standard pricing, upon commencement of Customer’s Subscription Term or Renewal following such thirty (30)-day period. If you do not agree to such Fee modifications, you must terminate your subscription in accordance with the termination provisions set forth in Section 3 hereof. Valimail will automatically charge Customer the annual and/or monthly Fees applicable to Customer’s subscription plan for the Subscription Services in advance at the beginning of each annual and/or monthly billing cycle. If Customer has elected annual billing cycles in the subscription ordering process, annual Fees are due at the beginning of each annual billing cycle, and monthly overage fees (if applicable) are due at the beginning of each month thereafter. If Customer has elected monthly billing cycles in the subscription ordering process, Fees are due at the beginning of each monthly billing cycle, and Valimail will automatically charge Customer the monthly Fees applicable to the Subscription Services in advance at the beginning of each monthly billing cycle, including any unpaid overage fees owed in accordance with Section 4.2. Except as set forth in this Agreement or as required by law, Fees paid are non-refundable and payment obligations are non-cancelable. For the avoidance of doubt, Valimail’s standard pricing is introductory pricing and does not include overage fees or Taxes, as described in further detail below.
4.2. Overages. Valimail’s standard pricing is exclusive of overage fees. Valimail may add overage fees to the Fees payable by Customer, as applicable, and such overage fees shall be billed to Customer one (1) month in arrears. If the use of the Subscription Services under Customer’s account exceeds any usage limitations that apply to Customer’s subscription, then in addition to in-term overage charges (and without limiting Valimail’s other remedies), the Fees for each Renewal will be increased to cover the higher level of usage in accordance with Valimail’s then-current standard pricing.
4.3. Taxes. Valimail’s standard pricing for the Subscription Services are exclusive of taxes, duties, levies, tariffs, and all other governmental charges (including, without limitation, VAT) (collectively, “Taxes”). In addition to the Fees described herein, and Customer shall be responsible for payment of all Taxes including any related interest and/or penalties resulting from any payments made hereunder, other than Valimail’s U.S. federal and state income taxes. Customer’s Fees shall be adjusted by Valimail to include all Taxes, as applicable.
4.4. Payment. All applicable Fees shall be paid by Customer when due, in accordance with the terms of this Agreement. Customer hereby authorizes Valimail to automatically charge Customer’s credit card or payment account the applicable Fees owed in accordance with this Agreement. Overdue payments will accrue interest at the rate of 1.5% per month, but in no event greater than the highest rate of interest allowed by law. If Fees are being paid via credit card or other electronic means, Customer authorizes Valimail to charge the Fees using Customer’s selected payment method. If Customer’s credit card or payment account is declined, Valimail may suspend the Subscription Services or terminate the Agreement for cause in accordance with Section 3 of this Agreement, Customer shall be responsible for all financial institution fees resulting from such decline, and Customer shall be prohibited from creating additional accounts to use the Subscription Services. Except as otherwise set forth in the Order Form, all Fees are payable in US Dollars.
4.5. Invoicing. Valimail may, in its sole discretion, allow Customers to receive invoices in lieu of requiring upfront, automatic payment of Fees (or a portion thereof). In the event that Valimail approves Customer for invoicing, except as otherwise set forth in the Order Form, (a) Valimail shall invoice Customer at the beginning of the Subscription Term and each Renewal, as applicable, via email to the email address(es) designated in Customer’s account; and (b) Customer shall pay the Fees due within thirty (30) days of the date of the invoice. If Customer fails to pay the Fees by the due date and remedy such failure within fifteen (15) days of the date Valimail provides Customer with written notice of the same, then (i) Customer shall pay a late fee of the lesser of 1.5% per month or the maximum amount allowable by law; and (ii) Valimail may terminate the Agreement for cause or suspend the provision of the Subscription Services until the Fees due are paid in full. Customer is prohibited from creating new accounts for Valimail’s services until all Fees due are paid in full.
4.6. Cardholder Information and Third-Party Terms. Valimail uses a third-party payment processor to accept fees. By entering into this Agreement or signing up for the Subscription Services, you are responsible for reviewing and agreeing to the third-party terms available at stripe.com/legal/consumer and/or other applicable terms. If Customer includes payment cardholder information in its account setup or use of the Subscription Services, Customer will comply with all requirements, policies, and procedures of the Payment Card Industry Data Security Standard (PCI DSS).
4.7. Disputes. You will notify Valimail in writing within sixty (60) days of the date Valimail bills or charges you for any Fees that you wish to dispute. Where you are disputing any Fees, you must act reasonably and in good faith and will cooperate diligently with Valimail to resolve the dispute. Valimail will not charge you a late fee or suspend the provision of the Services for unpaid Fees that are in dispute, unless you fail to cooperate diligently with Valimail or Valimail determines in its sole discretion the dispute is not reasonable or brought in good faith by you.
5. OWNERSHIP
As between Valimail and Customer: (a) the Subscription Services, Valimail Technical Data, and all software, data and technologies embodied in or used to provide the Subscription Services, and all intellectual property rights therein or relating thereto, are and shall remain the exclusive property of Valimail; and (b) subject to the terms and conditions of Valimail’s Privacy Policy, the Customer Data (excluding Valimail Technical Data) and all intellectual property rights therein or relating thereto, are and shall remain the Customer’s exclusive property. Subject to the terms and conditions of this Agreement, Valimail hereby grants Customer a nonexclusive, non-transferable, perpetual, worldwide license to reproduce and use, solely for Customer’s internal business purposes, the Valimail Technical Data made available to Customer through the Subscription Services. Valimail reserves all other rights.
6. CONFIDENTIALITY
6.1. Obligations. “Confidential Information” means (subject to the exclusions below) any non-public information relating to or disclosed in the course of the Subscription Services that should be reasonably understood to be confidential, which includes Customer Data. The receiving party will use the same care to protect Confidential Information as it uses for its own similar information, but no less than reasonable care, will not disclose Confidential Information to any third party without prior written authorization, and will use Confidential Information only for the purpose of fulfilling its obligations or exercising its rights expressly reserved or granted under this Agreement. The receiving party will promptly return or destroy the other party’s Confidential Information upon request. The parties acknowledge and agree that any unauthorized disclosure or use of a party’s Confidential Information or intellectual property would cause such party irreparable harm for which monetary damages would be inadequate. Accordingly, in the event of such a disclosure or use, the aggrieved party may seek injunctive or other equitable relief to enforce this Agreement in addition to any available legal remedies.
6.2. Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already in possession of the receiving party without confidentiality restrictions at the time of receipt from the other party, as evidenced by written records; or (c) was independently developed by the receiving party without violation of this Section. If a receiving party is required to disclose Confidential Information by law, the receiving party will promptly notify the disclosing party and reasonably cooperate with its efforts to limit or protect the required disclosure, but will otherwise not be in violation of this Section on account of making the required disclosure.
7. REPRESENTATIONS AND WARRANTIES; DISCLAIMER
Each party represents and warrants that it has full power and authority to enter into this Agreement, and to carry out its obligations hereunder. Valimail also represents and warrants that it will not materially decrease the functionality of the Subscription Services during a Subscription Term, except as expressly permitted by the Customer. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, THE SUBSCRIPTION SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. VALIMAIL DISCLAIMS, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.
8. INDEMNIFICATION
8.1. By Valimail. Valimail will defend Customer against any claims, demands, suits or proceedings made or brought by a third party (“Claims”) against Customer to the extent based upon an allegation that the Subscription Services, as furnished by Valimail hereunder and used by Customer within the scope of this Agreement, misappropriates any third party trade secret or infringes any third party’s copyright or U.S. patent or trademark rights, and will indemnify and hold Customer harmless against damages awarded by a court or settlements agreed by Valimail in connection with such Claims. Valimail shall have no liability under this Section to the extent that any Claims (a) are presented to Valimail by Customer more than two (2) years after termination or expiration of the subscription for the subject Subscription Services; (b) are based on any modification or combination of the Subscription Services with products, services, methods, content or other elements not furnished by Valimail; or (c) are based on any use of the Subscription Services in a manner that violates this Agreement or the instructions given to Customer by Valimail. The foregoing states the entire obligation of Valimail with respect to any Claims for alleged or actual infringement or misappropriation of intellectual property rights.
8.2. Mitigation Measures. In the event of any Claim or potential Claim covered by this Section, Valimail may, in its discretion, seek to mitigate the impact of such Claim by modifying the Subscription Services to make them non-infringing, and/or by suspending or terminating Customer’s use of the Subscription Services upon reasonable notice to Customer (provided, in the case of such suspension or termination, that Valimail will refund to Customer a portion of fees prepaid by Customer for the then-current subscription period, prorated to the portion of that subscription period that is affected by the suspension or termination).
8.3. Indemnification by Customer. Customer will defend Valimail against any Claims arising Customer’s use of the Subscription Services in violation of this Agreement or the applicable Documentation, and will indemnify and hold Valimail harmless against damages awarded by a court or settlements agreed by Customer in connection with such Claims.
8.4. Procedures. Each party’s indemnity obligations are subject to the following: (a) the aggrieved party will promptly notify the indemnifier in writing of the applicable Claim; (b) the indemnifier will have sole control of the defense and all related settlement negotiations with respect to the Claim (provided that the indemnifier may not settle any Claim in a manner that would impair any of the aggrieved party’s rights or interests without prior written consent, which will not be unreasonably withheld); and (c) the aggrieved party will, at the indemnifier’s expense, provide all cooperation, information and assistance reasonably requested by the indemnifier for the defense of such Claim.
9. LIMITATION OF LIABILITY
9.1. Waiver of Certain Damages. EXCEPT FOR DAMAGES PAYABLE TO THIRD PARTIES UNDER THE INDEMNIFICATION OBLIGATIONS OF SECTION 8 OR DAMAGES RESULTING FROM BREACH OF THE CONFIDENTIALITY OBLIGATIONS IN SECTION 6, TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR OTHER DAMAGES, OR FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS OR INFORMATION, OR COSTS OF PROCURING SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SERVICES TO BE PROVIDED HEREUNDER, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.2. Liability. EXCEPT FOR ITS INDEMNIFICATION OBLIGATIONS UNDER SECTION 8 OR DAMAGES RESULTING FROM BREACH OF THE CONFIDENTIALITY OBLIGATIONS IN SECTION 6, VALIMAIL’S TOTAL LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER TO VALIMAIL UNDER THIS AGREEMENT FOR THE SERVICE PERIOD TO WHICH SUCH DAMAGES PERTAIN.
9.3. Liability Cap. VALIMAIL’S LIABILITY FOR ITS INDEMNIFICATION OBLIGATIONS UNDER SECTION 8 OR DAMAGES RESULTING FROM BREACH OF THE CONFIDENTIALITY OBLIGATIONS IN SECTION 6 SHALL NOT EXCEED THE LESSER OF ONE MILLION DOLLARS ($1,000,000) OR THREE (3) TIMES THE AMOUNTS PAID TO VALIMAIL IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
10. MISCELLANEOUS
10.1. Assignment. Neither party may assign this Agreement without the other party’s prior written consent, which will not be unreasonably withheld. Notwithstanding the foregoing, each party may transfer this Agreement together with all Order Forms (and subject to any usage limitations therein) upon written notice to the other party: (a) to any entity controlling, controlled by, or under common control with, the transferring party, where “control” means direct or indirect ownership or control of more than 50% of the voting interest of the subject entity; or (b) to any entity acquiring the transferring party, with which the transferring party is merging or to which the transferring party sells all or substantially all of its assets. Any attempt to assign this Agreement except as permitted under this Section, will be null and of no effect. Subject to the foregoing, this Agreement will bind and inure to the benefit of each party’s successors and permitted assigns.
10.2. Privacy Policy and Marketing. By agreeing to this Agreement and using the Subscription Services, Customer hereby accepts and agrees to the terms and conditions of Valimail’s Privacy Policy (available at https://www.valimail.com/legal/privacy/), which is hereby incorporated herein by reference. Further, Customer agrees that Valimail may contact Customer about the Subscription Services and to offer Customer additional services and/or advice.
10.3. Status of Parties. Neither party has any power or authority to assume or create any obligation or responsibility on behalf of the other party. This Agreement may not be construed to create or imply any partnership, agency or joint venture between the parties.
10.4. Force Majeure. Neither party shall be liable for any delay or failure in performance due to causes beyond its reasonable control, if the affected party makes reasonable efforts to perform; provided, however, that this provision does not relieve either party of its obligation to make payments then owing.
10.5. Export Compliance. Customer agrees to comply fully with all relevant export laws and regulations of the United States and other applicable jurisdictions to ensure that neither the Subscription Services, nor any direct product thereof, are: (a) exported or re-exported directly or indirectly in violation of such export laws and regulations; or (b) used for any purposes prohibited by such export laws and regulations.
10.6. Compliance with Laws. Each party will comply with applicable laws, rules, regulations, decrees and/or official governmental orders of the U.S. and any country in which services are used or provided hereunder relating to anti-bribery, anti-corruption and anti-money laundering. Valimail complies with all laws and regulations related to slavery, forced labor, child labor and human trafficking and shall not use any of the foregoing in its operations or in provision of the Subscription Services.
10.7. Government Rights. If Customer is the U.S. government or any agency or other division thereof, Valimail’s Subscription Services are furnished under this Agreement as a “commercial item,” as that term is defined and used in the U.S. Code of Federal Regulations (48 C.F.R. § 2.101) and other applicable regulations, and the government’s rights with respect to the services (and to any associated software, technical data or other materials) are limited to those expressly granted in this Agreement.
10.8. Severability. If any part of this Agreement is held to be unenforceable or invalid, in whole or in part, by a court of competent jurisdiction, the remaining provisions of this Agreement will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law.
10.9. Waiver. The waiver of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach of that or any other provision.
10.10. Notices. All notices permitted or required under this Agreement shall be in writing, will reference this Agreement, and shall be delivered in person, by overnight courier or express delivery service, or by first class, registered or certified mail, postage prepaid, with a copy by email delivery (confirmed by a non-automated reply), to the address of the party specified on the Order Form or such other address as either party may specify in writing. Such notice shall be deemed to have been given upon receipt.
10.11. Governing Law. This Agreement will be governed by both the substantive and procedural laws of the State of Delaware, excluding its conflict of law rules and the United Nations Convention for the International Sale of Goods. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in Wilmington, Delaware and the parties irrevocably consent to the personal jurisdiction and venue therein. In any action or proceeding arising under this Agreement, the prevailing party will be entitled to recover reasonable costs and attorneys’ fees.
10.12. Entire Agreement. Terms and conditions set forth in any purchase order or other document provided by Customer to Valimail that differ from, conflict with, or are not included in this Agreement shall not apply unless specifically accepted by in writing by an officer of Valimail. This Agreement and its Exhibits constitute the entire agreement between Valimail and Customer and supersedes all prior or contemporaneous oral or written agreements, regarding the subject matter hereof. Any other terms or conditions (whether online or otherwise) provided or referenced in any order document, purchase order, or other written instrument by Customer or any third party, shall be null and void.
EXHIBIT
Subscription Services
1. Definitions. Any capitalized terms not defined in this Exhibit shall have the meaning set forth in the Agreement. Except to the extent differentiated in this Exhibit, all terms applicable to the Subscription Services in the Agreement shall apply to the Subscription Service.
2. DNS Records. The Subscription Service requires the insertion of text (TXT) and nameserver (NS) records into Customer’s DNS configuration to enable Customer to utilize the Subscription Service to implement DMARC-related functions. Customer may disable the Subscription Service for any Customer domains at any time by removal of such records from the DNS configuration of the relevant domains, provided Customer acknowledges Valimail will not be liable for any resulting inability to provide the Subscription Service. The Subscription Service does not give or require Customer to give Valimail access to any Customer systems.
3. Support and Limitations. Customer shall be responsible for onboarding to the Subscription Service using the automated onboarding features provided in the self-service portal, and Valimail does not provide any additional onboarding support for Valimail Align. Valimail will provide technical assistance support to Customer’s Authorized Users. Technical assistance will be available via email at support@valimail.com, or Customer may access Valimail’s Knowledge Base and support portal, provided that such access will be made available as determined by Valimail in its sole discretion.
4. Coverage. For the purpose of calculating any limitations on the use of the Valimail Align Service, every domain for which the DNS DMARC record “rua” parameter indicates Valimail as a recipient shall be deemed to be covered by the Valimail Align Subscription Service, regardless of the domain status in the Valimail Align Subscription Service.
5. Customer Responsibilities. In order to successfully provide the aforementioned Support, Customer is responsible for the following: modifying or delegating the DNS records, or modifying other necessary settings, as outlined in the relevant Documentation, and also for restoring those records or settings to their original state at the end of the Subscription Term
