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AXSMail General terms and conditions

These Terms and Conditions (“AXSMail GT&C”) govern the use of AXSMail (the “AXSMail Service(s)” or the “Service(s)”). These Terms are to be read in conjunction with your AXSMail Contract and AXSMarine General Terms and Conditions AXSMarine General T&C

“Client” or “You” is the Company agreeing to the Contract. "You", "you", "your" and grammatical variants thereof shall mean you, any other entity which has an ownership or other beneficial interest in you, or any other entity in which you have an ownership or other beneficial interest.

The AXSMail Services provider is: AXSMarine S.A.S., a corporation organized and existing under the laws of France, located at 11 boulevard Jean Mermoz, 92200 Neuilly sur Seine, France. It can be referred to as "AXSMarine" "us," "we," "our" and grammatical variants.

1. AXSMail Services

AXSMail is a web-based collaborative email system which connects onto the Client’s email server(s). The Client’s email server(s) receive and send the emails. The storage of emails and documents and/or files attached to emails is done on Cloud servers (the “File Storage”).

AXSMail Service(s) shall mean the product(s) and service(s) provided by AXSMarine at any given time, including but not limited to email, File Storage, and any associated support services. AXSMail Services may be changed, amended, canceled and/or otherwise altered at any time in AXSMarine sole discretion.

2. Signing-up and setting-up

Whether you signed up and setup AXSMail Services using your corporate email domain, or a non-corporate email domain, your organization is Client, and Client is responsible under the Contract.

What this Means for Client and for us:

Individuals authorized by Client to access the Services (an “Authorized User”) may submit content or information to the Services, such as messages or files (“Client Data”). Client may grant or refuse access to the Services to User(s), manage permissions and settings.

You represent and warrant that your email address(es) do not infringe the copyright, trademark, or any other intellectual property rights of any person or company.

AXSMarine assumes no liability in the event a particular email address is unavailable or otherwise not assigned to you, and does not warrant or guarantee that assigned email address(es) do not infringe the rights of third parties, or that you will retain the rights to such email address(es) for any period of time. You waive any and all claims you may have, now and forever, against AXSMarine relating to the registration and use of your email address(es) and agree to indemnify and hold harmless AXSMarine fully from and against any such claims.

3. Internet access

Client is solely responsible for providing high-speed internet service for itself and its Authorized Users to access and use AXSMail Services. You may incur expenses for internet access or data transmission from third-party service providers not affiliated with AXSMarine.

4. Non-AXSMail Products

Our Services include possible links to other modules developed by AXSMarine that complement Client’s use of the Services (each, a “Non-AXSMail Product”).

5. Client and Authorized Users

Client must comply with the Contract and ensure that its Authorized Users comply with the Contract terms. We are not responsible for the content of any Client Data or the way Client or its Authorized Users choose to use the Services to store or process any Client Data.

6. Our Responsibilities

6.1. Providing the Service

AXSMarine will (a) make the Services available to Client and its Authorized Users; and (b) not use or process Client Data for any purpose without Client’s prior written instructions; provided, however, that “prior written instructions” will be deemed to include use of the Services by Authorized Users and any processing related to such use or otherwise necessary for the performance of the Contract.

6.2. Protecting Client Data

Client Data (or “Your Data”) and grammatical variants thereof shall mean any data, including but not limited to documents, emails, images, videos, visual materials, advertisements, web pages, or other Content, related to your use of the AXSMail Services.

The protection of Client Data is a top priority for us so we will maintain administrative, physical, and technical safeguards. Client bears sole responsibility for adequate security, protection and backup of Client Data when in Client’s or its representatives’ or agents’ possession or control. We are not responsible for what Client’s Authorized Users do with Client Data. That is Client’s responsibility.

7. Ownership and Proprietary Rights

7.1. Client Data in our Services: what is yours is yours

Some of our Services allow you to upload, submit, store, send or receive Client Data. You retain ownership of any intellectual property rights that you hold in that Client Data. In short, what belongs to you stays yours.

7.2. And what is ours is ours

We own and will continue to own our Services, including all related intellectual property rights. We may make software components available, via Apps or other channels, as part of the Services. We grant to Client a non-sub-licensable, non-transferable, non-exclusive, limited license for Client and its Authorized Users to use the Services in accordance with the Contract Terms. All of our rights not expressly granted by this license are hereby retained.

8. Services Use

Don’t misuse AXSMail Services. For example, don’t interfere with AXSMail Services or try to access them using a method other than the interface and the instructions that we provide. You may use AXSMail Services only as permitted by law. We may suspend or stop providing AXSMail Services to you if you do not comply with our terms or policies or if we are investigating suspected misconduct.

Using AXSMail Services does not give you ownership of any intellectual property rights in AXSMail Services or the content you access. These terms do not grant you the right to use any branding or logos used in AXSMail Services. Don’t remove, obscure, or alter any legal notices displayed in or along with AXSMail Services.

In connection with your use of AXSMail Services, we may send you service announcements, administrative messages, and other information. You may opt out of some of those communications. Some of our Services are available on mobile devices. Do not use such Services in a way that distracts you and prevents you from obeying traffic or safety laws.

9. Client Data storage

We provide to you a non-transferable, revocable, non-sub-licensable, non-exclusive and limited license to use the amount of server space allocated on our sub-contractors storage Services for the exclusive purpose of storing your Data and disseminating said Data via the Internet through the use of AXSMail Services for purposes consistent with this Agreement.

Your use of the AXSMail Services, including but not limited to email traffic, and combined mailbox use and file and/or Client’s File Storage, shall not exceed that specified in the contract or any amendment thereto. You are responsible for monitoring your use of AXSMail Services, and agree to check your email and download or delete your email on a regular basis and to manage your File Storage account.

Should your use of the AXSMail storage Services exceed the limits specified in your contract, you hereby acknowledge and agree that you will be charged extra according to our tariff in force then.

You are responsible for backing up your email server’s Data. AXSMarine does not warrant or otherwise guarantee that it will back up your Data or that data which has been backed up can be retrieved, and AXSMarine will not be responsible for any archiving or backup of your Data. If any of your Data is damaged, deleted, lost or corrupted in any way, or becomes otherwise unavailable, whether due to termination or suspension of your account pursuant to this Agreement or otherwise, AXSMarine will have no obligation or liability to you.

10. Unsolicited emails and best practices

You may not send email to anyone with whom you do not have a pre-existing relationship unless the recipient has published or otherwise provided his or her email address in a manner that implies consent to receive an email.

You agree and warrant that you shall not send mass unsolicited or unwanted electronic mail solicitations; that you shall not use AXSMail for impermissible or abusive newsgroup postings or excessive or repeated off-topic or commercial postings; that you will not send any form of junk mail; and that you shall not engage in any other form of spamming, spoofing, phishing, or mail-bombing.

10.1. Automated use

AXSMail Services are not designed for automated use, such as sending email from web servers, or receiving email from automated programs and such use is not supported.

10.2. Authorized lawful Data

You agree and warrant that your Data shall not constitute or contain or link to material: which is libelous, slanderous, or defamatory; which violates the right of publicity or privacy of any party; or which will violate or infringe upon or will otherwise give rise to any adverse claim with respect to any common law or other right of any person or other entity, including, without limitation, privacy rights and all other personal and proprietary rights.

You agree and warrant that your Data shall not contain or link to any material which is offensive, harmful, violent, threatening, abusive or hateful.

You agree and warrant that you shall not engage in any false, deceptive or fraudulent activities in association with your use of AXSMail Services.

11. Suspension, termination and indemnification grounds

We may suspend AXSMail Services or terminate the Agreement immediately and without notice if: (i) we reasonably believe that your use of AXSMail Services is in violation of the Agreement; (ii) you don’t cooperate with our reasonable investigation of any suspected violation of the Agreement; (iii) your IP addresses are blacklisted by any third party, or AXSMarine is retaliated against as a result of your email, regardless of whether you are in breach of the Agreement, or are otherwise at fault; (iv) we receive excessive or repeated complaints from your email recipients, regardless of whether you are in breach or are otherwise at fault; (v) there is an attack on your AXSMail Service or your AXSMail Service is accessed or manipulated by a third party without your consent, or there is another event for which we reasonably believe that the suspension of AXSMail Services is necessary to protect AXSMarine or our other Clients; or (vi) we are required by law, or a regulatory or government body to suspend your AXSMail Service. Complaints from email recipients and third party abuse agencies shall be deemed proof of the facts stated therein unless you provide compelling evidence to the contrary. Your indemnity obligations under the Agreement shall, in addition to the other grounds stated, apply to any third party claim arising from your use of the AXSMail Services.

12. Effect of termination

We are custodians of Client Data. During the term of the Contract, Client will be permitted to export or share Client Data from AXSMail Services. Following termination or expiration of a Contract, we will have no obligation to maintain or provide any Client Data and may thereafter, unless legally prohibited, delete all Client Data in our systems or otherwise in our possession or under our control. If we discontinue the Service, where reasonably possible, we will give you reasonable advance notice and a chance to get information out of that Service.

Upon termination of your AXSMail Contract, you will no longer have access to your account. All of your Data, including but not limited to emails or other files associated with your account and AXSMail Services, may be irrevocably deleted at any time after termination, and all transmission of your Data will cease. We may make your Data available to you to the extent it has not been deleted. We accept no liability for such deleted Data. You are responsible, prior to termination of Services, for transferring, saving, or otherwise securing any of your Data that you want to continue to have access to following such termination.

13. Service Availability

We will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, excluding planned downtime. We expect planned downtime to be infrequent but will endeavor to provide Client with advance notice if we think it may exceed fifteen (15) continuous minutes. Client acknowledges that we do not warrant the Services will be uninterrupted, timely, secure, or error-free.

Downtime

Downtime does not exist if you are unable to send or receive mail as a result of a failure outside of AXSMarine reasonable control, such as your connection to the Internet or your systems.

14. Client security obligations

The Agreement requires you to use reasonable security precautions in light of your use of the Services. This includes using a desktop virus scanner and firewall on computers that are connected to the Internet, and encrypting any Sensitive Data transmitted to or from, or stored on, the AXSMail Services, sub-contractors storage servers, email boxes, or storage devices you use.

Third-party filtering services may from time to time prevent successful delivery of your messages. You hereby release AXSMarine and its employees, agents, suppliers, and affiliates from any liability or damages arising from the failure of the Filtering System to capture unwanted email or from the capture of legitimate email; or from a failure of your email to reach its intended recipient as a result of a filtering service used by the recipient or the recipient’s email service provider.

15. Additional service terms

Migration Services

At your request, we will provide an advance estimate of fees based on the information you provide to us. You acknowledge that our fee will be calculated on the basis of the actual number of mailboxes and the amount of Data migrated and may exceed the estimate. You acknowledge that after we begin the migration services, we may discover technical limitations related to the configuration of your Data that prevent us from successfully completing the migration.

You acknowledge that there is a special risk that data will be lost during a migration. You agree that you will create a reliable back up of all your Data to be migrated prior to the time that we begin the migration.

You agree that we are not liable to you for damages resulting from the loss or corruption of your Data as part of the migration.

You are responsible for retrieving or backing up any mail Data prior to your termination of the Services or deletion of a mailbox.

Last Updated: 22/10/2019