Terms of Service

Plain-language summary (not a substitute for the Terms): you subscribe per seat, monthly or yearly, with a $49 monthly minimum and a 14-day free trial. We sign the agreement your regulator expects (BAA or industry addendum), and that agreement governs regulated data. You own your data and can export it at any time. We target 99.9% availability and give Hosted Pro customers service credits. Our liability is capped at twelve months of fees except where the law or the BAA says otherwise. Either side can end the agreement; we return and then destroy your data. Disputes are resolved under California law.

1. The parties and the agreement

These Terms of Service (the “Terms”) are a binding agreement between PacinfraX Corporation, a corporation with its principal place of business at 19900 MacArthur Boulevard, Suite 915, Irvine, California 92612, USA (“PacinfraX”, “PXCMail”, “we”, “us”), and the organization that creates an account or signs an Order Form (“Customer”, “you”). The person accepting these Terms represents that they are authorized to bind the Customer. If you do not have that authority, do not use the Service.

The “Agreement” consists of these Terms, any Order Form, the Acceptable Use Policy, the Service Level Agreement, the Privacy Policy, and the applicable regulated-data agreement: the Business Associate Agreement for Customers subject to HIPAA, or the Data Processing and Safeguards Addendum for other Customers. If documents conflict, the order of precedence is: (1) the Business Associate Agreement or Data Processing and Safeguards Addendum, for the data they cover; (2) an Order Form; (3) these Terms; (4) the policies linked above.

2. Definitions

• “Service” means the PXCMail hosted email compliance services, including Gateway, Hosted, Hosted Pro, add-ons, the console, encrypted delivery pages, and related support, as described at pxcmail.com.
• “Customer Data” means all data submitted to or processed by the Service on Customer’s behalf, including email messages, attachments, calendar and contact data, archives, audit records about Customer’s messages, and configuration.
• “Regulated Data” means Customer Data that is protected health information under HIPAA, nonpublic personal information under the Gramm-Leach-Bliley Act, client confidential information subject to professional rules, or records subject to securities recordkeeping rules.
• “Seat” means one named user mailbox or one named sender whose outbound mail is processed by Gateway. Shared mailboxes, aliases and distribution groups are not Seats.
• “Users” means Customer’s employees, contractors and agents whom Customer authorizes to use the Service.
• “Order Form” means an online checkout or a signed document specifying plan, Seats, term and fees.
• “Documentation” means the help center, Trust Center and product descriptions at pxcmail.com as updated from time to time.

3. Account, eligibility and Users

3.1 The Service is offered to businesses and organizations in the United States. It is not offered to consumers for personal use and not to anyone under 18.

3.2 Customer is responsible for its Users, for keeping credentials confidential, for enabling and maintaining multi-factor authentication as required by the Service, and for all activity under its account. Customer must notify us promptly at [email protected] of any suspected unauthorized access.

3.3 Customer must provide accurate account and billing information and keep it current, including the name of the individual responsible for Customer’s information security program where a regulation requires one.

3.4 Customer represents that it has the right to route its domains’ email through the Service and will maintain DNS records as instructed in the Documentation.

4. Free trial

New Customers may use the Service free for 14 days from account creation. A payment method is required so that service does not stop at the end of the trial; it is not charged until the trial ends. Customer may cancel before the end of the trial at no charge. Trial accounts are subject to these Terms, including the Acceptable Use Policy, and may be limited in sending volume. We may end a trial that we reasonably believe is abusive.

5. Subscriptions, fees and payment

5.1 Plans and fees. Fees are per Seat per month at the rates published at pxcmail.com/pricing or in an Order Form. Yearly plans are billed annually in advance at the yearly rate; monthly plans are billed monthly in advance. A minimum charge of $49 per month applies to each Customer account regardless of Seat count.

5.2 Seat changes. Customer may add Seats at any time; added Seats are prorated to the end of the current billing period. Seat reductions take effect at the next renewal. Where directory synchronization is enabled, Seats are counted from the synchronized directory.

5.3 Taxes. Fees exclude sales, use and similar taxes. We collect applicable taxes based on Customer’s billing address unless Customer provides a valid exemption certificate.

5.4 Payment. Payment is by card, Apple Pay, Google Pay, Link or ACH Direct Debit through Stripe, or by PayPal through PayPal, Inc.; PacinfraX does not store full card or bank numbers. Invoices for Customers approved for invoicing are due 30 days from the invoice date. Late amounts accrue interest at 1% per month or the maximum lawful rate, whichever is less. If payment fails, we will notify Customer and retry; after 14 days of non-payment we may suspend outbound sending (inbound delivery and access to existing data continue) and after 30 days we may suspend the Service, subject to Section 15.

5.5 Price changes. We may change published prices with at least 60 days’ notice by email to the account owner; changes take effect at Customer’s next renewal. Customers who purchased founding pricing in an Order Form keep that pricing for the period stated there.

5.6 Refunds. Refunds are governed by the Cancellation and Refund Policy, which is part of these Terms.

6. Customer Data

6.1 Ownership. As between the parties, Customer owns all Customer Data. Customer grants PacinfraX a non-exclusive, worldwide, royalty-free license to host, copy, transmit, scan, encrypt, archive, index and display Customer Data solely to provide, secure, support and improve the Service as described in the Agreement and the Documentation.

6.2 Use limits. We will not sell Customer Data, use it for advertising, or use it to train artificial-intelligence or machine-learning models. We access message content only (a) as automated processing necessary to provide the Service; (b) at Customer’s written request; (c) as required to investigate a security incident or a violation of the Acceptable Use Policy; or (d) as required by law, in which case we will notify Customer unless legally prohibited. Every access by our personnel to message content is logged.

6.3 Location and personnel. Customer Data is stored and processed in Amazon Web Services regions in the United States. Message content is accessible only to PacinfraX personnel located in the United States. Personnel outside the United States may access account configuration and metadata (for example delivery status, sender and recipient addresses, timestamps) for support, but not message content.

6.4 Regulated Data. Processing of Regulated Data is governed by the Business Associate Agreement or the Data Processing and Safeguards Addendum, as applicable, which Customer must accept before the Service processes such data. Customer is responsible for determining which agreement applies and for its own compliance with laws that apply to it.

6.5 Customer responsibilities. Customer is responsible for the accuracy and lawfulness of Customer Data, for obtaining any consents required from its Users and correspondents, for configuring policies appropriate to its obligations, and for its Users’ handling of information once delivered outside the Service.

6.6 Export and return. Customer may export Customer Data at any time through the Service. On termination, Section 15 applies.

6.7 Aggregated data. We may generate and use statistics about use of the Service that do not identify Customer, Users, or any individual and do not contain message content, for operating and improving the Service.

7. Security

We maintain an information security program with administrative, physical and technical safeguards designed to protect Customer Data, as described in the Security page and the Trust Center, including encryption in transit and at rest, multi-factor authentication, access logging, vulnerability management, independent penetration testing, backups and disaster recovery. We will notify Customer without undue delay, and in any event within 72 hours of determining that a security incident has resulted in unauthorized access to Customer Data, and will provide the information reasonably needed for Customer’s own notifications. The Trust Center states which certifications are in place and which are scheduled; we do not represent that scheduled items are in place.

8. Service commitments and support

8.1 Availability. We target 99.9% monthly availability for all plans. Hosted Pro Customers receive the contractual service credits in the Service Level Agreement.

8.2 Support. We provide support by email, chat and scheduled calls during US business hours (8:00 am – 8:00 pm Eastern, Monday to Friday) with a target first response of 15 minutes, and 24/7 response for Service outages. Hosted Pro includes priority support. Customer agrees not to include Regulated Data in support tickets.

8.3 Changes. We may modify the Service, provided we do not materially reduce its core functionality during a paid term. We will give at least 30 days’ notice of material changes and at least 12 months’ notice before discontinuing the Service, with export assistance.

8.4 Third-party services. The Service relies on infrastructure and software providers listed at Subprocessors. We remain responsible for their performance under the Agreement. The Service interoperates with Customer’s email provider (for example Google Workspace or Microsoft 365); we are not responsible for those providers’ services.

9. Acceptable use

Customer and its Users must comply with the Acceptable Use Policy. Because all Customers share sending reputation, we may apply automated sending limits, pause sending for a domain whose bounce or complaint rate exceeds the thresholds in the Acceptable Use Policy, and suspend accounts used for unlawful or abusive purposes. We will notify Customer of any such action and the reason, and lift it when the cause is resolved.

10. Intellectual property

PacinfraX and its licensors own the Service, the Documentation and all related intellectual property. Customer receives only the rights expressly granted in the Agreement. Customer may not copy, modify, reverse engineer, resell, or build a competing service from the Service, except as permitted by law. Customer may provide feedback; we may use it without obligation. PXCMail and PacinfraX are trademarks of PacinfraX Corporation. Customer may not use them without written permission except to identify itself as a customer. The Service includes open-source components licensed under their own terms, listed in the Documentation.

11. Confidentiality

Each party will protect the other’s Confidential Information with at least reasonable care, use it only to perform the Agreement, and disclose it only to personnel and advisors who need it and are bound by comparable obligations. Confidential Information excludes information that is public through no fault of the recipient, already known to the recipient, independently developed, or lawfully received from a third party. A party may disclose Confidential Information when required by law after giving notice where permitted. Customer Data is Customer’s Confidential Information. These obligations survive five years after termination, and for Regulated Data as long as the law requires.

12. Warranties and disclaimers

12.1 We warrant that the Service will perform materially as described in the Documentation and that we will provide it in accordance with applicable law. Customer’s exclusive remedy for breach of this warranty is for us to correct the non-conformity, or, if we cannot within 30 days, Customer may terminate the affected subscription and receive a refund of prepaid fees for the remaining term.

12.2 Customer warrants that it has the right to submit Customer Data to the Service and that its use of the Service complies with law and the Acceptable Use Policy.

12.3 No compliance guarantee. The Service provides technical and organizational safeguards and evidence. Compliance with HIPAA, the FTC Safeguards Rule, professional-conduct rules, securities recordkeeping rules or any other law depends on Customer’s own policies, training and conduct. We do not provide legal advice and do not warrant that use of the Service alone makes Customer compliant.

12.4 EXCEPT AS EXPRESSLY STATED IN THE AGREEMENT, THE SERVICE IS PROVIDED “AS IS”, AND WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL MALICIOUS OR NON-COMPLIANT MESSAGES WILL BE DETECTED.

13. Limitation of liability

13.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUE OR BUSINESS, ARISING OUT OF THE AGREEMENT, EVEN IF ADVISED OF THEIR POSSIBILITY.

13.2 EACH PARTY’S TOTAL LIABILITY ARISING OUT OF THE AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

13.3 The exclusions and cap above do not apply to: a party’s indemnification obligations; a party’s breach of Section 11 (Confidentiality); our breach of Section 6.2 (Use limits) or of the Business Associate Agreement or Data Processing and Safeguards Addendum, for which our total liability is instead capped at three times the fees paid or payable in the twelve months before the claim; Customer’s payment obligations; or liability that cannot be limited by law.

14. Indemnification

14.1 We will defend Customer against any third-party claim that the Service, used as permitted, infringes a US patent, copyright or trademark or misappropriates a trade secret, and pay resulting damages and costs finally awarded or agreed in settlement. If such a claim is made or likely, we may modify the Service, obtain a license, or terminate the affected subscription with a refund of prepaid fees for the remaining term. We have no obligation for claims arising from Customer Data, Customer’s modifications, or combinations with items not provided by us.

14.2 Customer will defend PacinfraX against any third-party claim arising from Customer Data, Customer’s use of the Service in violation of the Agreement or law, or Customer’s communications with its own correspondents, and pay resulting damages and costs finally awarded or agreed in settlement.

14.3 The indemnified party must promptly notify the indemnifying party, give it control of the defense and settlement (which may not impose liability or admissions on the indemnified party without consent), and cooperate reasonably.

15. Term, termination and data return

15.1 The Agreement begins on account creation and continues until all subscriptions end. Subscriptions renew automatically for the same term unless either party gives notice of non-renewal before the renewal date (Customer can do so in the console at any time).

15.2 Either party may terminate for material breach that remains uncured 30 days after written notice. We may suspend or terminate immediately for violations of the Acceptable Use Policy that threaten the Service or other customers, giving notice as soon as practicable.

15.3 On termination or expiration: (a) Customer Data remains available for export in standard formats (EML/MBOX/PST for mail, ICS and vCard for calendar and contacts, CSV for audit records) for 30 days; (b) we will provide reasonable migration assistance on request; (c) after 30 days we delete Customer Data and destroy Customer’s encryption keys, and provide a certificate of destruction on request; (d) data under a legal hold placed by Customer is retained until Customer releases the hold, under the regulated-data agreement; (e) fees already due remain payable, and prepaid fees are refundable only as stated in the Cancellation and Refund Policy or Sections 8.3, 12.1 and 14.1.

15.4 Sections 5, 6.1–6.3, 10–17 survive termination.

16. Governing law and dispute resolution

16.1 The Agreement is governed by the laws of the State of California, without regard to conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

16.2 The parties will first try to resolve any dispute through good-faith discussion between executives for 30 days after written notice.

16.3 Any dispute not resolved under 16.2 will be finally resolved by binding arbitration administered by JAMS under its Streamlined Arbitration Rules before a single arbitrator in Orange County, California, except that either party may seek injunctive relief or bring claims within the jurisdiction of small-claims court in any competent court. The arbitrator may award any relief a court could award to an individual party. Claims may be brought only in a party’s individual capacity and not as a plaintiff or class member in any class or representative proceeding. Judgment on the award may be entered in any court of competent jurisdiction. Subject to the foregoing, the state and federal courts located in Orange County, California have exclusive jurisdiction, and each party consents to their jurisdiction and venue.

17. General

17.1 Notices. Notices to PacinfraX must be sent to PacinfraX Corporation, Attn: Legal, 19900 MacArthur Boulevard, Suite 915, Irvine, CA 92612, with a copy to [email protected]. Notices to Customer are sent to the account owner’s email address and are effective when sent.

17.2 Assignment. Neither party may assign the Agreement without the other’s consent, except to a successor in a merger, acquisition or sale of substantially all assets, with notice.

17.3 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, excluding payment obligations.

17.4 Export and sanctions. Customer will comply with US export control and sanctions laws and will not use the Service in or for the benefit of embargoed countries or restricted parties.

17.5 Government customers. The Service is commercial computer software; government users receive only the rights set out in the Agreement.

17.6 Changes to these Terms. We may update these Terms with at least 30 days’ notice by email and by posting the new version with its effective date. Changes apply at Customer’s next renewal, or immediately if required by law or if they do not materially reduce Customer’s rights. Continued use after the effective date is acceptance.

17.7 Entire agreement; waiver; severability. The Agreement is the entire agreement about its subject and supersedes prior agreements and any Customer purchase-order terms. Waivers must be in writing. If a provision is unenforceable, it is modified to the minimum extent necessary and the rest remains in effect.

17.8 Relationship; no third-party beneficiaries. The parties are independent contractors. There are no third-party beneficiaries, except that individuals whose data is covered by the Business Associate Agreement have the rights stated there.

17.9 Contact. Questions about these Terms: [email protected].