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General Terms, Conditions and Privacy Notice
 
GENERAL TERMS AND CONDITIONS OF END USER LICENSE AGREEMENT

IMPORTANT-READ CAREFULLY: (R)egistered E-mailŪ services, provided by RPostŪ, reduce business risk by increasing accountability for important electronic communications. Unlike traditional Internet e-mail, Registered E-mailŪ services provide detailed transmission information to the sender, in the form of an electronic receipt, which can be authenticated ("Service").

Be sure to carefully read and understand all of the rights and restrictions described in this RPost End-User License Agreement ("EULA"). You will be asked to review and either accept or not accept the terms of the EULA. Acceptance of this EULA also indicates that the legal notice section at www.rpost.com has been read and understood by the party/parties accepting this EULA. This software will not install on your computer unless or until you accept the terms of this EULA. Your click of the "yes" or "accept" button, or your use of the RPostŪ Service / Registered E-mailŪ system is a symbol of your signature that you accept the terms of the EULA. For your reference, you may also receive a copy of this EULA by contacting the RPost at support@rpost.com.

Trademarks that have an indication "Ū" in RPostŪ materials, literature, software, or services, indicates that the trademark is registered in at least one of the territories where RPost provides service. A mark of "TM" or "SM" indicates that RPost protects the mark under common law.

This EULA is a legal agreement between you (either an individual or a single entity) and RPost for the RPost software accompanying this EULA or for use of the RPostŪ Service / Registered E-mailŪ system, which includes the accompanying computer software, and may include associated media, services, printed materials and any "online" or electronic documentation ("Software"). By installing the Software or using the Service, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, you may not install or use the Software or Service.

RPost prohibits use of Registered E-mailŪ services for unsolicited e-mail marketing. RPost reserves the right to revoke all Service privileges from any user that uses the Service for unsolicited e-mail marketing or for any other unauthorized or illegal use.

RPost is an interested party of the sender and RPost acts as an Agent of the sender of the Registered E-mailŪ messages. If the sender would like RPost to turn off authentication capabilities for a particular Registered E-mailŪ receipt, RPost will do so and reserves the right to charge the sender a fee for this additional Service request.

Those who choose to install or use this Service in any way agree to comply with the following General Terms and Conditions of this EULA.

General Terms and Conditions:

1. DEFINITIONS. Capitalized terms used in this Agreement without definition will have the meanings set forth below:

"Agent" means interested party of the sender.

"Customer" means a company or End-User that is authorized to send (R)egistered E-mailŪ messages pursuant to this Agreement.

"Digital Seal" means the technology that RPost can apply to a Registered E-mailŪ message such that a recipient of that e-mail can verify authorship and validate original content.

"End-User" means any individual authorized by Customer to send (R)egistered E-mailŪ messages pursuant to this Agreement.

"EULA" means End-User License Agreement.

"Gateway Partner" means a company or Internet Service Provider whose servers are equipped to provide End-Users with access to the Service.

"Global Network" means access to the global (R)egistered E-mailŪ infrastructure and network.

"Installation Date" means the Effective Date of this agreement or when the Registered E-mailŪ Service was first installed or enabled for the End User.

"National Mail Server(tm)" means the servers owned and operated by RPost and equipped to provide the Service.

"(R) Enabler Software" means proprietary filter software owned by RPost to enable Client to use and access (R)egistered E-mailŪ services. This is sometimes referred to as "Filter" software or "Button" software.

"(R)egistered E-mail" means the Service created and owned by RPost and powered by RPost technology that tracks the delivery of e-mail and provides a return receipt to the sender of e-mail with a time/date seal and authenticates both the contents and any attachments of an e-mail message with hashing algorithms and digital encryption signatures, providing verification that a message was sent and delivered to the recipient's mail server.

"(R)egistered E-mail Sponsors" means a government agency or private entity that enters into an agreement with RPost to endorse and/or offer its brand in conjunction with (R)egistered E-mailŪ services.

"Registered Receipt" means the tamper detectable electronic record of delivery and content delivered of a Registered E-mailŪ message. This is returned to the sender and can be authenticated.

"Run" means install, use, access, display, run, or otherwise interact with the Service or RPost Software.

"RPost" means RPost International Limited, a corporation organized and doing business under using the trade name RPost, as well as any RPost subsidiaries or affiliates. If the Customer is within the Territory of the United States, this agreement is explicitly between RPost US Inc., a corporation organized and doing business under the laws of Delaware, and the Customer; and "RPost" means, in this case, RPost US Inc. the Delaware company. If the Customer is within the States and Territories of Australia, this agreement is explicitly between RPost Australia Pty Ltd., a corporation organized and doing business in the whole of Australia under the Corporations Act (2001) and is incorporated in the state of New South Wales, and the Customer; and "RPost" means, in this case, RPost Australia Pty Ltd. If the Customer is in any other country or territory where there is no local legal entity owned by RPost International Limited, "RPost" means RPost International Limited.

"Sender" means any End-User who sends (R)egistered E-mailŪ messages and has engaged in a relationship with RPost and has hired RPost to be its agent to send Registered E-mailŪ messages.

"Service" means the Service powered by RPost technology that tracks the delivery of e-mail and provides a Return Receipt to the sender of e-mail with a time/date seal.

"Signature Password" means the password created by the End User to activate the Digital Seal capabilities.

"Software" means the accompanying computer software, and may include associated media, printed materials and any "online" or electronic documentation

"Territory" means (R)egistered E-mailŪ service territory Jurisdiction.

"Unit" means one (R)egistered E-mailŪ message recipient per Mega Byte e-mail size.

2. SERVICES AND SOFTWARE

2.1 (a) Implementation. RPost grants Customer a limited license to use RPost (R)Enabler Software, enabling Customer and/or End-Users to send (R)egistered E-mailŪ messages by routing their outbound e-mail tagged for registration through National Mail Servers(tm) and the Global Network for (R)egistered E-mailŪ Service. The Software and Service are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Software is licensed, not sold. This EULA grants you the following rights: (a) Software. You may install, use, access, display, run, or otherwise interact with one copy of the Software, on a single computer, workstation, terminal, handheld PC, pager, "smart phone," or other digital electronic device ("Computer"). The primary user of the Computer on which the Software is installed may make a second copy for his or her exclusive use on a portable computer as long as the Service is used under the same account information.

(b) Storage or Network Use. You may also store or install a copy of the Software on a storage device, such as a network server, used only to Run the Software on your other Computers over an internal network; however, you must acquire and dedicate a license for each separate Computer on which the Software is Run from the storage device. A license for the Software may not be shared or used concurrently on different Computers, unless the service plan does not require individual computer licenses.

(c) Reservation of Rights. All rights not expressly granted are reserved by RPost.

(d) Accessing Services Using the Software. Your use of any Service accessible using the Software is covered by this EULA however, there may be additional governing terms of use, conditions or notices for specific services.

2.2 Authentication. Each Registered Receipt(tm) e-mail and each e-mail that has an RPostŪ Digital Seal(tm) mark may be authenticated up to five times within the first seven years from the date of sending of the corresponding Registered E-mailŪ message, with no additional fees to the sender. Beyond five authentications or seven years from the date of sending of the corresponding Registered E-mailŪ message, the entity requesting authentication will be assessed a fee prior to the authentication. The sender may request that RPost, acting in its role as an Agent of the sender, not authenticate e-mail messages with an RPostŪ Digital Seal mark or Registered Receipt(tm) e-mails.

2.3 RPost Awareness Program. RPost reserves the right to include user tips and educational material on usage reports and service receipts e-mailed to users.

2.4 Service Fees. RPost may, at any time, notify the Customer about a change in fees, terms, and conditions of Service. Those fees will be agreed to by Customer as indicated by continued use of the Service seven business days after notification has been sent and received by the recipient mail server of record.

 

a) Individual Plan. Includes account maintenance, support and software upgrade charge. A user is defined as one sender e-mail address. Pre-paid pack automatically re-charges unless service is cancelled. Unused units expire 12-months after purchase or re-charge.

 

b) Business Plans. Annual account maintenance, support and software upgrade charge included for all users. Plans are annual commitments paid monthly. Plans continue monthly after the initial 12-month period. After the first 90-days plans may be adjusted on a calendar monthly basis. Unused units expire at the end of each month. Overage is calculated by the number of overage units charged at the plan per unit cost plus 10 to 20%, as defined in the local currency purchase order.

2.5 Restrictions.

(a) You must maintain all copyright notices on all copies of the Software.

(b) Limitations of Reverse Engineering, Decompilation and Disassembly. You may not reverse engineer, decompile, or disassemble the Software or Service.

(c) Rental. You may not rent or lease or lend the Software or Service.

(d) Software Transfer. You may permanently transfer all of your rights under this EULA one time, provided you retain no copies, you transfer all of the Software (including all component parts, the media and printed materials, any upgrades, this EULA and, if applicable, the Certificate of Authenticity), you do not receive any payment or other compensation for transferring the Software and the recipient agrees to the terms of this EULA, which includes payment of services to RPost. If the Software portion is an upgrade, any transfer must include all prior versions of the Software if they exist in your possession.

(e) Support Services. RPost may provide you with support services related to the Software or Service ("Support Services"), in its discretion. Use of Support Services, if any, is governed by the RPost policies and programs described in other RPost materials. Any supplemental software code provided to you as a part of Support Services shall be considered part of the Software and subject to the terms of this EULA. With respect to technical information you provide to RPost as part of the Support Services, RPost may use such information for its business purposes, including for product support and development. RPost will not utilize such technical information in a form that personally identifies you except to the extent necessary to provide you with support.

(f) Replacement, Modification and Upgrade of the Software or Service. RPost reserves the right to replace, modify or upgrade the Software or Service at any time by offering you a replacement or modified version of the Software or such upgrade and to charge for such replacement, modification or upgrade. Any such replacement or modified software code or upgrade to the Software or Service offered to you by RPost shall be considered part of the Software and subject to the terms of this EULA (unless this EULA is superseded by a further EULA accompanying such replacement or modified version of or upgrade to the Software). In the event that RPost offers a replacement or modified version of or any upgrade to the Software or Service, (i) your continued use of the Software or Service is conditioned on your acceptance of such replacement or modified version of or upgrade to the Software or Service and any accompanying superseding EULA and (ii) in the case of the replacement or modified Software, your use of all prior versions of the Software is terminated.

(g) Message Limitations. The amount of bandwidth allotted per user is limited. Some messages may not be processed due to bandwidth constraints, inbound or outbound limitations. You agree that RPost is not responsible or liable for the deletion or failure to process messages. RPost shall have no obligation to maintain any content in your account or to forward messages to you or any third party.

3. TAXES

3.1 Taxes. Customer will pay or reimburse RPost for any applicable sales or use or similar taxes, or value-added taxes or charges, however designated, levied or based, on the charges for Services rendered under this Agreement.

4. PROPRIETARY RIGHTS

4.1 Proprietary Rights. Customer hereby agrees and acknowledges that RPost is the sole and exclusive owner of RPost technology, processes and services (including the (R)Enabler Software), and all RPost copyrights, trademarks, service marks, trade secrets, patents, and other proprietary rights used in connection with the Service. Customer agrees and acknowledges that all (R)egistered E-mailŪ Sponsors are the sole and exclusive owners of their copyrights, trademarks, and service marks used in connection with the Service. Customer agrees that "RPOST", "(R)EGISTERED E-MAIL", "REGISTERED E-MAIL", "(R)EGISTERED RECEIPT", "REGISTERED RECEIPT", "(R)", "(O)", "(C)", "REGISTRATION NETWORKS", "DIGITAL SEAL", "SIGNATURE PASSWORD", "LEGAL PROOF", "NATIONAL MAIL SERVER" and RPost logos and service banners are among the registered and unregistered service marks and trademarks owned by RPost, with additional marks listed at http://www.rpost.com/site/about/about_intellectual.htm. Customer shall not reverse engineer, copy, modify, distribute, or transfer to any third party any of the (R)Enabler Software or related products. Customers also shall not distribute or provide access to the Service to any third party, except as provided by this Agreement. Customer shall not use any of the RPost trademarks on a website or other public marketing material without prior written permission by RPost.

4.2 Promotional Activities. Customer agrees to permit RPost to use Customer's logo and name on the RPost Web site unless Customer requests in writing that it not be used. Customer agrees to be listed in RPost's published customer reference list and discussed in RPost's case studies in connection with Customer's use of RPost Services unless Customer requests in writing that it not be listed. Customer also grants RPost the right to issue press releases announcing the Customer relationship and identifying the type of Services purchased by Customer unless Customer requests in writing that one not be issued.

5. CONFIDENTIAL INFORMATION

5.1 Definition. Confidential Information shall include any non-public information regarding the products, services or business of a party (and, if either party is bound to protect the confidentiality of any third party's information, of a third party) where such information is marked or otherwise communicated as being "proprietary" or "confidential" or the like, any e-mail that is being processed by the Service during processing of the e-mail transaction, or where such information should, by its nature, be reasonably considered to be confidential and/or proprietary as well as information specifically identified as Confidential Information in this Agreement.

5.2 Disclosures and Use. Each party agrees to safeguard the confidentiality of Confidential Information of the other party with the same degree of care as it applies to its own confidential information, but in no case less than reasonable care. The receiving party shall use Confidential Information of the disclosing party only in performing under this Agreement and shall retain the Confidential Information in confidence and not disclose it to any third party (except as authorized under this Agreement) without the disclosing party's express written consent. The receiving party shall disclose the disclosing party's Confidential Information only to its employees and contractors who have a need to know such information for the purposes of this Agreement.

5.3 Exceptions. Notwithstanding the foregoing, each party's confidentiality obligations hereunder shall not apply to information which: A. is already known to the receiving party prior to disclosure by the disclosing party; B. becomes publicly available without fault of the receiving party; C. is rightfully obtained by the receiving party from a third party without restriction as to disclosure; D is approved for release by written authorization of the disclosing party; E. is developed independently by the receiving party without use of the disclosing party's Confidential Information, as shown by appropriate documentation; or F. is required to be disclosed by law or governmental regulation, provided that the receiving party provides reasonable notice to disclosing party of such required disclosure and reasonably cooperates with the disclosing party in limiting such disclosure. The RPost Software and Service do not store any e-mail or authenticating information relating to e-mail processed by the Software or Service.

5.4 Remedies. Notwithstanding any other provisions of this Agreement, the disclosing party shall be entitled to seek a court injunction to protect its interests in the event of any breach or threatened breach by the receiving party of this Section.

6. PRIVACY

6.1 RPost Collection and Use of Customer Information. RPost collects the following information when a Customer uses the Services: name of the Customer, name of Sender, E-mail address of the intended recipient, size of the e-mail file sent, the Signature Password, and information listed within parenthesis on the subject field of the (R)egistered E-mailŪ message. This information is used by RPost for billing purposes and the provision of the Service and is Confidential Information of Customer. In some instances, RPost may require that Customers provide RPost with a password to access the Service. Passwords are Confidential Information of Customer. The RPost Software and Service do not store any e-mail or authenticating information relating to e-mail processed by the Software or Service, except in the case of the sender opting to use the Secu(R)mail service or in some instances, a managed receipt archive service. RPost agrees and abides by each respective country's privacy rules and principles as service is taken up in the country. RPost abides by practices and procedures to meet the requirements of the European Commission’s Directive on Data Protection “safe harbor”, the National Privacy Principles of Australia, and the U.S. Privacy Act 1988, as well as other privacy laws specific to other countries and territories.

6.2 RPost Access to Contents of (R)egistered E-mailŪ messages. Customer understands and agrees that RPost may have access to the content of (R)egistered E-mailŪ messages only in the event that such access is required (i) to repair a National Mail Server(tm) or otherwise ensure the smooth operation of the Service; (ii) to investigate or prevent the abuse of the Service; or (iii) as otherwise provided in Section 5 of this Agreement. Such contents are Confidential Information of Customer and subject to the provisions of Section 5. The RPost Software and Service do not store any e-mail or authenticating information relating to e-mail processed by the Software or Service.

7. NO WARRANTIES

7.1 Failure to Provide Service. Customer will be notified if the Service is unavailable. Customer's sole and exclusive remedy for any failure to provide the Service is that RPost will re-perform the applicable Service. RPost has no other responsibility or liability for any such outage or any failure to deliver an e-mail.

7.2 Undeliverable (R)egistered E-mailŪ messages. The Service will return a Registered Receipt(tm) to the sender. If a Registered E-mailŪ message is undeliverable, the Registered Receipt(tm) will notify the sender of such delivery status. There is no additional responsibility to re-deliver that e-mail. It is solely the responsibility of the Sender to re-deliver that e-mail. The Service will charge for sent (R)egistered E-mailŪ messages that are undeliverable.

7.3 Passwords. The End User is solely responsible for the security and privacy of their Signature Password and any other password that may be associated with the Service. RPost maintains confidentiality of all such passwords and does not disclose such passwords to any company or organization.

7.4 Digital Seal(tm). RPost makes no warranty that the RPostŪ Digital Seal(tm) mark will remain valid in all e-mail systems of all recipients and as that e-mail sent "Registered" and with a "Digital Seal" mark is forwarded. RPost makes no representation that a Registered E-mailŪ message with a Digital Seal(tm) mark will have the Digital Seal(tm) mark remain associated with the Registered E-mailŪ message at or after that Registered E-mailŪ message reaches its first destination. RPost makes no representation that the Service will be capable of sending all e-mail, tagged by the End-User for Digitally Sealing, with a Digital Seal(tm) mark. Further, RPost does NOT claim that Digital Seal(tm) techniques can prove the identity of the End-User or sender of the Digitally Sealed Registered E-mailŪ message.

7.5 Disclaimer of Warranties. Neither RPost nor any (R)egistered E-mailŪ service Sponsor controls Customer's desktop computer hardware, software and network services provided by Customer to allow access to the Service. The computer desktop and network performance and/or nonperformance can impair or disrupt Customer's connections to e-mail, the Internet, or portions thereof, and the transmission of data. Accordingly, RPost and all (R)egistered E-mailŪ service Sponsors disclaim any and all liability resulting from or relating to such events. The service is provided "as is" and "with all faults," and RPost makes no additional warranties or representations, express or implied, including without limitation warranties of merchantability or fitness for a particular purpose or title or arising from a course of dealing, usage or trade practice. (R)egistered E-mailŪ service Sponsors make no warranties or representations whatsoever to customer. RPOST AND ITS SUPPLIERS AND SPONSORS PROVIDE THE SOFTWARE "AS IS" AND WITH ALL FAULTS, AND HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY (IF ANY) IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF LACK OF VIRUSES, AND OF LACK OF NEGLIGENCE OR LACK OF WORKMANLIKE EFFORT. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, OF QUIET ENJOYMENT, OR OF NONINFRINGEMENT. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE IS WITH YOU. REFER TO THE LEGAL NOTICE SECTION AT WWW.RPOST.COM FOR FURTHER INFORMATION.

8. INDEMNIFICATION

8.1 Customer Indemnification Obligations. Customer shall indemnify and hold RPost and any (R)egistered E-mailŪ service Sponsor harmless against any claims, losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of or connected with data or content in Customer's systems or Web site or in Customer's or End-User's e-mail or otherwise used or transmitted by Customer or End-User, or arising out of or connected with Customer's business activities. Further, Customer shall indemnify and hold RPost and any (R)egistered E-mailŪ service Sponsor harmless against any claims, losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of or connected with any failure in a delivery of a Registered E-mailŪ message or failure in any authentication of an e-mail with an RPostŪ Digital Seal(tm) or a Registered Receipt(tm) e-mail or arising out of any use of the Registered E-mailŪ service.

8.2 Conditions to Indemnification. The indemnity obligations set forth in this Section are contingent upon: (a) the indemnitee giving prompt written notice to the indemnitor of any such claim(s); (b) the indemnitor at its option having sole control of the defense or settlement of the claim; and (c) at the indemnitor's request and expense, the indemnitee cooperating in the investigation and defense of such claim(s).

8.3 EXCLUSION OF ALL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL RPOST, ITS SUPPLIERS, ITS RESELLERS, OR ITS SPONSORS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR ANY INJURY TO PERSON OR PROPERTY, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, FOR LOSS OF PRIVACY FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE OR SERVICE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF RPOST OR ANY SUPPLIER, RESELLER, OR SPONSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION OF DAMAGES SHALL BE EFFECTIVE EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

8.4 RPost will indemnify, defend and hold Customer harmless from and against any and all costs, liabilities, losses, and expenses (including, but not limited to, reasonable attorneys' fees) (collectively, "Losses") arising out of or in connection with a claim, suit, action, or proceeding brought by any third party against the Customer which arise out of or result from the infringement of any copyright, patent, trademark, or misappropriation of a trade secret relating to RPost's service; provided that Customer (a) promptly gives RPost notice of the claim, suit, action, or proceeding; (b) gives RPost sole control of the defense and related settlement negotiations; and (c) provides RPost with all reasonably available information and assistance necessary to perform RPost's obligations under this paragraph. If RPost's service is held to infringe any intellectual property right, RPost may, in its sole discretion and at its own expense, either procure a license that will protect the Customer against such claim without cost to the Customer or replace RPost's service with a non-infringing service. Provided that RPost complies with this Section, Customer shall have no remedy against RPost, except it may at its option terminate the EULA.

9. LIMITATION OF LIABILITY; LIMITATION OF REMEDY

9.1 Limitation of Damages. In no event shall RPost or any (R)egistered E-mailŪ service Sponsor be liable for any indirect, consequential, incidental, special or punitive damages, including without limitation loss of use, interruption of business, loss of data or loss of profits, or loss due to a dispute involving the validity or a Registered Receipt(tm) e-mail, its contents, or delivery status interpretation, arising out of or in any way connected with this agreement, the Service or any software applications, even if RPost has been advised of the possibility of such damages. In no way shall any (R)egistered E-mailŪ service End-User or Customer act as an agent in a litigation against RPost or authorize an agent to represent them in a litigation against RPost. In no event will RPost have liability for any amount in excess of the amounts paid per Unit of a Registered E-mailŪ message by Customer under this agreement. In no event shall any (R)egistered E-mailŪ service Sponsor be liable for any damages whatsoever arising out of or connected with this Agreement or the Service.

9.2 Customer Content. In no event shall RPost or any (R)egistered E-mailŪ service Sponsor be responsible or liable with respect to any inaccuracy, illegality, misinformation or any violation of a third party right or interest associated with or directly or indirectly arising out of the Customer's content.

9.3 Customer Equipment. RPost assumes no liability for damage to, or loss of, any Customer equipment or data resulting from any cause.

9.4 Limitation of Remedy. If RPost fails to cure a default under this Agreement or a Schedule within 60 (sixty) days of Customer's written notice of the default and its intent to terminate, Customer's sole and exclusive remedy is the right to terminate the Service and obtain a refund of only charges paid in advance (other than charges specified as nonrefundable), if any, for the terminated portion of the Services.

10. TERM AND TERMINATION

10.1 Term. Unless terminated earlier pursuant to Sections 3.1, 10.2, 10.3, this Agreement shall commence on the Effective Date or Installation Date and continue for one year and will renew for successive one-year periods unless notice by either party of its intent not to renew is given thirty days prior to the end of the then current one-year term. RPost may terminate service at any time. In addition, RPost may terminate this EULA by notifying you that your continued use of the Software or Service is prohibited.

10.2 Termination for Cause. Either party may terminate this Agreement by written notice to the other party upon the other party's material breach of any material term of this Agreement (subject to the other party's right to cure within sixty (60) days after receipt of such notice, provided, however, that the cure period for breach of obligation to pay fees when due shall be fifteen (15) days), the other party's cessation of business, the other party's insolvency, or the institution of any bankruptcy or similar proceeding by or against the other party.

10.3 Effect of Termination. Upon termination of the Service, Customer must cease using the Service and the (R)Enabling Software and all rights and obligations of the parties shall cease, except for the payment obligations and as provided in Section 11.8. Termination by RPost shall not relieve Customer of the obligation to pay any fees owing to the date of termination. Upon termination of this Agreement, each party will return to the other party any Confidential Information, Software, of such other party, which is in its possession.

11. GENERAL

11.1 Relationship of Parties. Nothing in this Agreement will be construed to imply a joint venture or partnership. RPost is an interested party of the sender and RPost acts as an Agent of the sender of the Registered E-mailŪ message. If the sender would like RPost to turn off authentication capabilities for a particular Registered E-mailŪ receipt, RPost will do so and reserves the right to charge the sender a fee for this additional service request. RPost requests that the customer provide periodic feedback about how RPost can improve the service. Customer agrees that they are in no way an employee of RPost and RPost will be considered an independent contractor when performing Services under this Agreement.

11.2 RPost Testimony. In the event that RPost personnel are subpoenaed or otherwise asked to give testimony in any disputes between a Customer and any third party, which involves the Software or Service, the Customer agrees to pay RPost for its services at a rate of $350.00 per hour per person, plus reasonable travel and other expenses.

11.3 Assignment. Customer shall not assign any of the rights or obligations under this Agreement without the prior written consent of RPost, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, Customer may assign its interest herein, upon written notice to RPost, to a subsidiary of Customer's or to an entity that acquires substantially all Customer's assets or business which expressly assume Customer's obligations. The rights and liabilities of the parties hereto will bind and inure to the benefit of its respective successors and assigns. Nothing in this agreement shall be construed as to prohibit RPost from outsourcing provision of any part of the Service or from offering the (R)egistered E-mailŪ service under the brand of a (R)egistered E-mailŪ service Sponsor.

11.4 Complete Understanding; Modification. This Agreement constitutes the entire agreement between the parties relating to its subject matter and this Agreement supersedes all prior agreements and understandings between the parties with respect to its subject matter and may not be changed unless mutually agreed upon in writing by both parties. No different or additional terms set forth in a purchase order or other communication will be binding on RPost unless RPost specifically agrees in writing to such different or additional terms. An Officer of RPost is required to authorize any changes on behalf RPost. This agreement is binding if accepted in electronic form by the Customer.

11.5 Notices. Any notices required or permitted hereunder must be given as follows: to RPost at the e-mail address support@rpost.com as long as there is a return receipt on the e-mail that can prove delivery; to the Customer or End-User, at the e-mail address that the End User or Customer is using to send Registered E-mailŪ messages from when they use the Service. Such notice will be deemed given upon confirmed receipt by e-mail or a Registered E-mailŪ message.

11.6 Governing law; consent to jurisdiction. This Agreement shall be deemed to be a contract made under, and shall be construed in accordance with, the laws of the State of Delaware if the user is within the United States, and construed in accordance with the laws of Bermuda if the user is outside of the United States, excluding its conflict of law rules, and under the laws of the state of New South Wales if the user is within Australia, unless otherwise agreed to in writing.

11.7 Dispute Resolution. Except as provided in Section 5 or agreed to in writing by a separate agreement with RPost, any dispute or claim in the US or US territory arising out of or in connection with this Agreement or the performance, breach or termination thereof, will be finally settled by binding arbitration in Los Angeles, California under the Commercial Arbitration Rules of the American Arbitration Association by an arbitrator appointed in accordance with those rules. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The non-prevailing party/parties shall pay the costs of the arbitration, including the arbitrator's fee and administrative costs and all related expenses. The subject and proceedings of the arbitration shall be Confidential Information. In the event of a dispute arising out of or in connection with this Agreement with any party/parties outside of the United States or its territories, including any question regarding its existence, validity or termination shall be governed by and construed in accordance with laws of Bermuda and shall be referred to and finally resolved by confidential arbitration under Commercial Arbitration Rules of the Chartered Institute Of Arbitrators. The arbitration shall consist of a single arbitrator mutually agreed upon by the parties, or, in the absence of such agreement, as determined by the Commercial Arbitration Rules. Any arbitration shall take place in London, England. The award of the arbitrator shall be final and binding. Each party retains the right to seek judicial assistance to enforce any decision of the arbitrator, including the final award. The parties shall instruct the arbitrator to render his/her decision no later than ninety (90) days after submission of the dispute, which decision shall be in writing and shall specify the factual and legal bases for the award. The arbitration of such issues, including the determination of any amount of damages suffered by any party hereto, shall be final and binding upon all parties. The arbitrator shall have the authority to grant specific performance or other injunctive relief. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. Except as otherwise set forth in this Agreement, the cost of any arbitration hereunder and all fees involved including reasonable attorneys' fees incurred by the parties shall be paid in full by the non-prevailing party/parties in a manner as determined by the arbitrator. Notwithstanding the foregoing, the parties agree that certain violations or threatened violations of this Agreement, will result in irrevocable harm to the other party, for which damages would be an inadequate remedy. In addition to any rights and remedies otherwise available, either party, before or during arbitration, may apply to a court having jurisdiction for a temporary restraining order, preliminary injunction or other interim or conservatory relief, where such relief is necessary to protect its interests pending completion of the arbitration proceedings without breach of this arbitration agreement and without any abridgment of the powers of the arbitrator.

11.8 Survival of Obligations. The rights and obligations with respect to Proprietary Information, Confidential Information, Privacy, Warranties, Indemnification, Limited action of Liability, and Disclaimers shall survive the termination or expiration of this Agreement.

11.9 Amendments. This Agreement may not be modified or amended except by written instrument signed by an authorized representative of both parties. RPost requires authorized representative to be an Officer of RPost.

11.10 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same Agreement. All electronic versions of the Agreement shall be deemed as valid as originals. If the (R)Enabler Software is successfully installed and the terms are acknowledged during the installation process, than this Agreement shall be deemed as valid as original in electronic form.

11.11 Litigation. If the Customer is involved in litigation where the (R)egistered E-mailŪ system is in question, the Customer is required to notify RPost and RPost reserves the right to defend the (R)egistered E-mailŪ system in the litigation.

11.12 U.S. Government Restricted Right. All Software provided to the U.S. Government pursuant to solicitations is provided with the commercial rights and restrictions described elsewhere herein.

11.13 Export Restrictions. You agree that you will not export or re-export the Software, any part thereof, or any process or service that is the direct product of the Software (the foregoing collectively referred to as the "Restricted Components"), to any country, person or entity subject to U.S. export restrictions. You specifically agree not to export or re-export any of the Restricted Components (i) to any country to which the U.S. has embargoed or restricted the export of goods or services, which currently include, but are not necessarily limited to Cuba, Iran, Libya, North Korea, Sudan and Syria, or to any national of any such country, wherever located, who intends to transmit or transport the Restricted Components back to such country; (ii) to any person or entity who you know or have reason to know will utilize the Restricted Components in the design, development or production of nuclear, chemical or biological weapons; or (iii) to any person or entity who has been prohibited from participating in U.S. export transactions by any federal agency of the U.S. government. You warrant and represent that neither the U.S. Commerce Department, Bureau of Export Administration nor any other U.S. federal agency has suspended, revoked or denied your export privileges.


EULA agreed to and accepted by Customer.

v06192006

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