TERMS & CONDITIONS OF ZMAILCLOUD SERVICES

01.com ("01.com, Inc.", "01 COM INC", "01 COM", "zMailCloud", "Us" and "We") is an independent contractor providing access to and the support of technology services, and certain software licensing to organizations ("Customer(s)", "Client(s)" or "You") remotely across communications networks, and infrequently in person, at mutually agreed on periodic, prepaid prices. 

zMailCloud, a 01.com service, is software-as-a-service (SaaS) accessed over the internet, based on the commercially licensed Zimbra Collaboration Server software created and in continuous development by Zimbra, a VMware company.

zMailCloud is intended to serve small and medium sized businesses, and other organizations comprising between 1 and 250 team members. 01.com maintains other products and services, commonly serving organizations exceeding 150 team members, providing additional features such as enhanced regulatory compliance, and an upgrade path for those teams who may outgrow the zMailCloud. This Agreement only applies to 01.com zMailCloud Services.

DEFINITIONS

“01.com Data Center” is a location at which 01.com rents or owns space designed for computer servers to access the Internet securely, including for example the servers composing the zMailCloud.  01.com Data Centers are located in the United States, with primary Data Centers in Las Vegas, Nevada, and Valley Forge, Pennsylvania.

“24x7” means Response to Systems Emergencies at any time and day, subject to availability of qualified staff and communications systems.

“Availability” (“Non-emergency Availability”) times are provided based on the Central U.S. time-zone, CST/CDT (GMT – 6 / GMT – 5). Our Help Desk is available 24 hours every day, including nationally recognized holidays.  Availability of our Systems Administrators and Engineers is 9AM-6PM every day.  Availability of our Sales and Billing departments is 9AM-5PM Monday-Friday. Availability is subject to the availability of qualified staff and communications systems, and may change from time to time at 01.com’s sole discretion, and without remedy.

"BES Services" ("Hosted BES Software") means more than our free POP or IMAP email support for Blackberry devices, optional services provided by us which enable you to automatically, over-the-air, bidirectionally synchronize RIM Blackberry devices with your zMailCloud mailboxes, including email, calendar and contacts. BES Services require no additional software on your Blackberry devices: they work out of the box, and as such, they are referred to as Native. At this time, as required by the Blackberry device manufacturer RIM, BES servers must be maintained to provide the middleware to deliver this service. The licensing and maintenance of this BES middleware is included in BES Services.

“Beta” means the service as offered is in beta testing.  zMailCloud normal service guarantees, if any, do not apply to this service, and service at all times is no more than best effort.  Credit will not be offered nor provided for any performance issues, downtime or interruptions, in part or in full, to services, software, marked “beta”.

"Blacklist" means a list of computers or internet domains that have been identified as distributors of SPAM or viruses.

"Business Day" or "Business Hours" means 9:00 A.M. - 5:00 P.M. Monday through Friday, United States central time (GMT -5/-6), excluding federal public holidays in the United States.

"Cloud" ("Cloud Hosting", "Shared Hosting", "Hosting Services" or "Hosting") means a system of computer servers, networking and storage devices located in one or more data centers for the purpose of delivering Service to many Clients simultaneously, bidirectionally, reliably, securely and privately.

“Dedicated Server” ("Exclusive", "Server" or "VM") means a virtual computer system for one organization's exclusive use. Exclusive use may include service delivery to many other organizations, for instance and not limited to delivering email to other email servers.

"Email admin" ("Domain Admin Control Panel", "Admin Control Panel", "Domain Admin") means a self-service aspect of the zMailCloud Service.  A secure website at which, after Service Commencement Date, users assigned the Email Admin privilege may authorize other users, add/delete/change mailboxes, quotas, passwords, distribution lists, mailbox aliases and other features impacting Service and Service pricing.

“Emergencies” see Systems Emergencies.

“Help Desk” means collectively the Online Help Desk, Online Chat Name, and Phone.  All Customer requests for operational service and support should go through the Help Desk, where they are escalated to other departments and personnel.  For documentation, transparency and efficiency, to communicate we recommend using the Online Help Desk whenever practical, then the Online Chat Name, followed by the Phone.

“Help Desk Services” means technical support for Incident Resolution provided to Customer’s end users and Customer help desk personnel by trained zMailCloud support personnel subject to Availability. 

“Incident” ("Issue") means any one challenge you present or we identify with your Service that we bring to Resolution with you as part of your Support.  An Incident typically corresponds with a Help Desk ticket. 

“License” ("Licensing") means a license to use software subject to the terms of the manufacturers, including and not limited to Zimbra and RIM.

"Mailbox" means the file or directory on the zMailCloud Server where the email messages are delivered and stored for any one user and email recipient. Mailboxes are checked periodically by users using the web, supported mobile devices and email clients such as Zimbra Desktop, Outlook or Mac Mail.

"Native" means no additional software is required to support Service. In other words: out of the box support.

“Network Software” means the proprietary software applications licensed by 01.com from Zimbra the company to run the Zimbra Collaboration Server, the server software on which the zMailCloud is based. The zMailCloud only utilizes the commercially licensed versions of the Zimbra Collaboration Server, including access to client software such as and not limited to the .PST import tool, the Outlook Connector, Zimbra Desktop, Toaster, and the Mac iSync Connector.

“Network Source Code” means those closed source network components of the Network Software that Zimbra the company licenses to 01.com for use by it's customers, in human-readable format, exclusive of the Open Source Software, the open source version of the Zimbra software licensed under Zimbra the company's or Yahoo!'s Public License or an OSI approved license.

“Online Billing Manager” means the online billing manager located at https://billing.01.com.  Sections include and are not limited to billing contact information, invoicing and invoice tracking.  The Sections and internet address of the Online Billing Manager may change from time to time at the sole discretion of zMailCloud.

“Online Chat Name” (“Chat”) means the text chat name at which we may be reached during Availability, located at the screen name help@01.com, provided by the Chat Service AOL (AIM). The Chat Service and screen name of the Online Chat Name may change from time to time at the sole discretion of zMailCloud.

“Online Help Desk” means the online help desk located at https://helpdesk.01.com,  Sections include and are not limited to a web ticketing (“issue-tracking”) and history system, knowledge base and downloads. The web ticketing system may be accessed by email at support@01.com after you have logged in once by web.  The Sections and internet address or email address of the Online Help desk may change from time to time at the sole discretion of zMailCloud.

"Outage" occurs when service testing fails due to unavailability of a service, as defined by our SLA: http://www.01.com/sla.html#outage. Outages are tracked and reported publicly at http://status.01.com

“Phone” means our telephone number +1 (866) 777-0101 listed on our contacts page at http://www.01.com/contacts.html. The numbers of the Phone and the availability of our Other Toll-free Numbers may change from time to time at the sole discretion of zMailCloud.

"POCs" means your Points of Contact, those team members of yours you have identified as allowed to interact with the zMailCloud online management systems, and Support. The first POC is the person who signs up for Service, and is the Adminstrative contact, with full access to available account information and control.

"Priority" means the urgency of Customer requests, as defined in good faith by Customers when submitting an issue via the Help Desk. The Company attempts to respond to requests as they occur, with the Priority indicating the severity of the issue.  Critical = company wide problem: Systems Emergency; Emergency = company wide slow down, see our SLA.

"Quota" means a limit.  Mailbox sizes are by default limited in size, restricting each mailbox's Usage.  This size-limit is known as a Quota.  For more information, please see section 5. Quota of our public FAQ What is a Mailbox?

"Quota-based" is the default method of determining storage pricing for new mailboxes. If a mailbox has a Quota other than 0 ("unlimited"), it is subject to Quota-based pricing.  For more information, please see the section 10. Pricing > 4. Features > 1. Storage space > 1. Quota-based of our public FAQ What is a Mailbox?

"RBL" means Real time Blacklist. zMailCloud subscribes to various RBLs maintained by organizations who serve to identify sources of SPAM, viruses, and other network attacks on and from the internet, and up-date lists of these sources in real-time.

"RFC" means Request for Comments, a memorandum published by the Internet Engineering Task Force (IETF) describing methods, behaviors, research, or innovations about how the Internet works. Engineers and computer scientists publish discourse as RFCs, either for peer review or to introduce concepts and information. The IETF adopts some RFCs as Internet standards.

"Response" means written acknowledgment by the Help Desk, email or web ticket is acceptable, or work conducted in response to an issue.   zMailCloud makes efforts to prioritize responses by first-come, first-served, and by priority.

“Responsiveness” is the maximum time we mutually agree should pass between our receiving a prioritized ticket, or the identification of a Systems Emergency and our Response. Our Responsiveness is documented in our SLA: http://www.01.com/sla.html

“Resolution” for Incidents is defined as solving the problem to your satisfaction, or presenting a mutually acceptable work-around to a problem, or identifying a bug report that accurately describes the issue, or being unable to duplicate the issue ourselves, or waiting for your response for more than 3 days to our questions, troubleshooting or presented options.  On Resolution, we close your trouble tickets.

"Server" means a 01.com computer or software program on a physical computer used to deliver Service.

"Service" or "Services" means the Supported Software and Hosting Services, Licensing and Support collectively.

"Service Commencement Date" means the date on which we provide the codes that enable you to access Services. 

"SPF" means Send Policy Framework, an extension to the Simple Mail Transfer Protocol (SMTP) for sending email. SPF allows the owner of an Internet domain to use special record in their domain name server (DNS) information to specify server computers authorized to transmit e-mail for that domain. For example, the owner of the mydomain.org domain can designate which machines are authorized to send e-mail whose sender e-mail address ends with "@mydomain.org". zMailCloud has published instructions on how to correctly setup an SPF record for your domain.

"Supplemental Service" means any service we provide to you other than the Supported Software and Hosting Services and Systems Administration, only under additional agreements. Examples of Supplemental Service include and are not limited to special projects, certain migrations, Professional Services, Exclusive Hosting, Extended Care, training and scripting. All Supplemental Services are performed on an "as is, as available" basis.

"Support" means (i) management of the Supported Software and Devices by a service delivery team that includes help desk support specialists with training and experience, (ii) responsiveness of expert technical assistance 24x7 to Systems Emergencies, (iii) non-emergency support 24 hours per day, seven days per week, year round; (iv) sales and billing representatives for account management during Business Hours, and (v) access to the zMailCloud Online Help Desk, Phone, websites and Online Billing Manager. Support is available to POCs defined by the Administrative contact.  Support is subject to Availability and assigned Support level.

“Supported Software and Devices” means software and devices supported in general release (GA) by Zimbra, a VMware company, 01.com, and other software developers with scripts and applications used in the zMailCloud.

"Systems Administration" means support provided by zMailCloud senior technical support team, including systems administrators, engineers and programmers. Requests for Systems Administration are handled based on a Priority and first-come, first served basis. For the zMailCloud, the senior technical support team is available for scheduled maintenance and on-call for systems-wide emergencies only outside of 9AM-6 PM CST, 7 days a week.

"Systems Emergencies" or “Emergencies” means systems-down, specifically: when zMailCloud services for which you've prepaid in-full are unavailable to you and others using our service.

"Ticket" means you or we have documented an issue using the Online Help Desk's ticketing system, and we have received a number to track the issue and the history of any dialogue between our organizations about the issue.

"Usage" means each mailbox has a size reported by zMailCloud in gigabytes (GB) of the total electronic data it stores at any one time.  The total size of a mailbox at a time of Reporting is known as mailbox Usage, because it's how much data is used by that particular mailbox.  For more information, please see section 4. Usage of our FAQ What is a Mailbox?

"Usage-based pricing" means an option for an unlimited Quota enabled per mailbox by setting a mailbox Quota to "0" in your Email Admin control panel.  For more information, please see the section 10. Pricing > 4. Features > 1. Storage space > 2. Usage-based of our public FAQ What is a Mailbox?

"Zimbra" means the software the Zimbra Collaboration Server produced by the company called Zimbra ("the company Zimbra" or "Zimbra the company"), a VMware company.

SERVICES ("SERVICE")

1. Term: These Terms & Conditions of zMailCloud Services ("our agreement," "services agreement", "agreement", and "agreement.html") may be canceled at any time with 30 days notice by either zMailCloud in writing (you agree email is acceptable) or by you using the Billing Manager (http://billing.01.com). Term of service for zMailCloud is prepaid month-to-month ("monthly") or if available, prepaid annually ("annual" or "yearly"). The billing cycle for all “monthly” and “annual” terms of service is the 28th of the month. New services you may add during a “monthly” term will automatically be charged at the next monthly billing cycle, unless removed using the email control panel (https://zimbraadmin.01.com) prior to the close of the billing cycle. If the annual Term is offered by 01.com for your particular Service, you may select annual Term upon order or thereafter use the Billing Manager to change ("upgrade") the Term from month-to-month to annual. New services you may add during an annual Term will automatically be charged at the next monthly billing cycle, and prorated to the anniversary of your Term, unless you remove the services using the Email Admin control panel (https://zimbraadmin.01.com) prior to the close of the billing cycle. Once you have selected an annual Term either upon order or upgrade, you may not change the Term again. The obligations to maintain the confidentiality of the Confidential Information shall continue for one (1) year after the end of the Agreement.
2. Privacy: zMailCloud will treat any and all information it acquires in order to access Customer computer systems and network, including but not limited to passwords, IP addresses, and access codes, as Confidential Information.  01.com shall not disclose any such Confidential Information to any third parties, except as may be necessary or potentially necessary to assist zMailCloud in providing technology services to Customer, in anti-fraud detection and payment processing, in response to a subpoena, in response to suspected abuse or other unlawful use, or for the purpose of backups, virus scans or spam filtering.  Prior to giving third parties access to Confidential Information, 01.com will have executed agreements with the Third Parties substantially mirroring this section 2. Privacy. Within 30 days of Customer's written request, any Confidential Information shall be returned to the Customer or destroyed.  zMailCloud will not access Customer's hosted email, contacts, calendars or documents except to provide the technology services, for trouble-shooting purposes, in response to a request from law enforcement, in response to suspected abuse or other unlawful use, or for purposes of backups, virus scans or spam filtering. See: Privacy Policy (http://www.01.com/privacy.html).
3. Satisfaction Guarantee: The first 30 days of service is free-of-charge ("Free Trial Period"). You may cancel your services these first 30 days without further obligation; after 30 days, the entirety of service fees once collected are non-refundable.  We appreciate the opportunity to remedy any service problems you may experience quickly and at no additional cost if you warn us in writing that such problem(s) will lead you to cancel your agreement with us, and provide us 30 days to cure such problem(s).  Furthermore, in the event you remain unsatisfied after providing zMailCloud reasonable opportunity to remedy your service per the terms of this Agreement, within 10 days of your written request in a help desk ticket, at a cost of no more than $10/account and shipping, if any, zMailCloud will make back up data of your information available to you on disk or across the internet to help you restore your information to another server or provider supporting the same version of our Zimbra software.
4. Customer Age and Information: Customer is 18 years of age or older, and agrees that all forms, documents and information have been completed by Customer, and the information provided is to the best of customer's knowledge correct, and that zMailCloud may rely on Customer supplied information in performing the services, term and conditions of this Agreement and Attachment(s) and respective service schedules.  Any materially incorrect data provided to zMailCloud may cause a delay in services and additional labor, resulting in additional charges and fees.
5. Minimum System Requirements:
   1. All computers must have a minimum of 10GB of available hard disk space and 2048 MB of RAM
   2. Applicable password(s) must be available in the event remote control support is requested and deliverable
   3. For iCal/AddressBook synchronization: Macintosh OS 10.4 operating system or greater
   4. For CalDav synchronization: Macintosh 10.5 operation system or greater, iPhone 3.0 or greater, or an up-to-date copy of Thunderbird
      
   5. Microsoft Windows XP SP2 or greater
   6. For Outlook synchronization: Outlook 2003 or 2007 with .PST files of under 2GB
      
   7. For accessing the secure Zimbra Administrator web interface: Firefox
   8. For iPhone ActiveSync connectivity, iPhone 2.1 or greater
   9. For Native BES Blackberry synchronization, at your own cost you must have access to the BES network through your Telco provider
      

Other Operating systems may be supported, please contact us for more info. It is assumed broadband services are installed, adequate and operational prior to the time of service, including connections to any broadband router or modem. It is also assumed you are not using traffic shaping or other firewalling or security techniques that may negatively impact Service performance. You understand the older your computers and operating system, and slower your broadband connection, the longer it will take for Service, and for zMailCloud to perform technical support for you. We recommend the free Firefox web browser for all operating systems.

6. Not for resale: our services are not intended to provide more than the direct support needs of the number of people ("mailboxes") for which service is purchased.  Our services may only be resold with written approval from zMailCloud under the terms of our Reseller Agreement. Contact us with interest in our Reseller Program.
7. Pricing: is in US dollars unless otherwise specified and can be found on the zMailCloud website, by periodic emailed reporting, and by self-service reporting, subject to availability.  Prices do not include taxes, if any.  Customer agrees to pay or reimburse zMailCloud for any and all applicable taxes.  For zMailCloud, see Pricing (http://faqs.01.com/zimbra/questions/147/What+is+a+Mailbox%3F#Pricing).
8. Free Trial Period: upon ordering, you may be both charged $1.00 (US) and refunded $1.00 (US) to validate your chosen form of Payment. Because it happens almost immediately, this validation will not show up on your credit card statement. The Free Trial Period lasts 30 consecutive days, including weekends and holidays. During the Free Trial Period, you are considered a Customer by zMailCloud and should receive Service normally, and while you may receive a report by email called a Courtesy Report, you will not be charged for Service until after the Free Trial Period. After the Free Trial Period, if you have selected Service with a prepaid monthly Term, your first invoice will include the prorated time period between the end of your Free Trial Period and the beginning of the following, first month of paid Service, in addition to the first month of paid Service, as applicable. If you have selected service with a prepaid annual Term, your service start date for annual billing purposes will be the first of the month following the end of your Free Trial Period.
9. Fraud Protection: For the protection of our customers, zMailCloud uses various automatic systems to record transactions and orders, and to detect and prevent prospective fraud and probable violators of our Acceptable Use, such as and not limited to people using stolen credit cards to sign up for service and try to send out spam. You understand we use these systems for your protection, and if you are having difficulty signing up for services, it is likely you have been identified by our fraud protection systems.  Please call our Billing department directly for assistance, they will verify your information, and sign you up for service manually: 866-777-0101 x5.
10. BES Services: provided subject to the following conditions:
    1. You are granted a non-exclusive and terminable right to access the Hosted BES Software.
    2. You must agree to RIM’s current BlackBerry Software License Agreement ("BBSLA") applicable to your jurisdiction (see http://na.blackberry.com/eng/legal/bbsla.jsp). To the extent that you access the Hosted BES Software, you acknowledge and agree that the Hosted BES Software is part of "Your Blackberry Solution" as defined in the BBSLA.
    3. Use of BES Services or Hosted BES Software for any purpose other than internal business or personal purposes is prohibited.
    4. Our licensors, including RIM, are not responsible to you for any warranty provided by us. 01.com provides no warranty (see section 33).
    5. We do not represent or act as an agent of RIM in providing BES Services.
    6. Your rights to BES Services under this section will automatically terminate upon the termination of our Master Alliance Agreement with RIM or termination of any portion of the BBSLA.
    7. You consent to providing RIM with information that personally identifies (or can be used together with other information to personally identify) you for the sole purpose of providing BES Services to you.
    8. In the event of a breach of any of these conditions, RIM will be named as a third party beneficiary to this agreement.
    9. We are permitted to immediately terminate your rights and access to Hosted BES Software and BES Services upon a breach of any of these conditions.
    10. The liability of zMailCloud and its licensors, including RIM, will be limited or excluded to the same extent as is provided in the BBSLA. In particular, the aggregate liability of zMailCloud and its licensors arising from or related to your use of BES Services will not exceed the amount you paid for the services that gave rise to the claim. zMailCloud and its licensors will only be liable during the period of any failure, delay or non-performance of BES Services. To the extent zMailCloud's licensors are named as third party beneficiaries to this agreement, they will also be third party beneficiaries to these limitations and exclusions of liability.
11. Email Throttling: For the protection of our customers, zMailCloud throttles outbound email to help prevent abuse.  We do not publish parameters of this system to further discourage abuse. You may request an increase for an individual mailbox, or for all mailboxes in a domain, using our Online Help Desk web ticketing system, and we will raise this limit to accommodate your business within about a Business Day.
12. RBLs, Defaults and Internet Standards: zMailCloud subscribes to various RBLs, and requires that mail servers conform to generally accepted standards as recognized by published Requests for Comments (RFCs). You understand we use these systems and policies for your protection, and that they sometimes will result in issues that may impact Service, for example and not limited to, the outright rejection of some inbound email. If you suspect you are not receiving email from a specific individual or group, please verify the issue by duplicating it, request we investigate the issue, using our web ticketing system, and including the full header information of email not reaching your mailbox(es), by having the mail cc:'d to another account at which you can receive the mail, or by faxing it to us (contact us for the fax number please). While you may submit a ticket to change this and other Default settings, it is zMailCloud's standard practice to delete messages left in its servers' Trash and Junk folders after 30 days, and among other security settings, to lock mailboxes with a certain number of failed consecutive login attempts. You understand we use these Default settings and policies for your convenience and protection, and that they sometimes will cause unexpected delays and results, such as and not limited to requiring the resetting of passwords prior to login, changes to your default preferences, and ticketing requests to personalize default settings for you.
13. Help Desk Support: zMailCloud is in the business of making attempts to diagnose computer problems and deliver basic computer trouble-shooting over the telephone and internet only for the purposes of supporting our paid Service. The zMailCloud Help Desk scope of support includes:
    
    
    1. Emergency response based on the priority you assign to tickets (from Low to Critical)
       
    2. At least two commercially reasonable attempts to duplicate issues experienced by our customers
    3. Trouble-shooting and diagnostics of client-side issues in the web client (we recommend Firefox)
    4. Trouble-shooting and diagnostics of client-side issues in supported mail clients
       1. Outlook 2003/2007, Eudora or Thunderbird under Windows XP or Vista
       2. Mac Mail, Eudora or Thunderbird under Mac OS 10.4, 10.5 or 10.6
       3. The latest non-beta versions of zMailCloud or Zimbra Desktop
          
    5. Occasional remote control and screen sharing sessions to expedite trouble-shooting
    6. Trouble-shooting and diagnostics of client-side issues with sync connectors provided by zMailCloud
    7. Trouble-shooting and diagnostics of supported (non-jail broken!) mobile device issues
    8. Identification of the optimal resources to solve issues, such as knowledgebase articles
    9. Zimbra error log and bug identification and submission: http://bugzilla.zimbra.com
    10. Escalation to Systems Administration, Billing and Sales departments as needed 

zMailCloud does not represent the company Zimbra, VMware, Yahoo!, RIM, Apple, nor any other computer software, hardware or services firm.  Help Desk Support may not be completed or even possible because of a problem with your computer, its configuration, network, internet or software that is beyond our control. In such event we do not resolve your problem to your exclusive satisfaction, we will communicate alternatives that may include recommendations for optional Services. We may also recommend third-party services for whose performance you agree we are not in any way liable, for example and not limited to the service that may be due and delivered by computer manufacturers such as and not limited to the company Zimbra, Apple, HP, IBM, Microsoft or Dell. If we determine and you agree you need more help than the Help Desk Support provides ("Out-of-scope Service"), such as and not limited to the case of any training, lessons, advocacy, expert advice or any service requiring remote control of your system, we may ask you to pay for Supplemental Services. 


14. Out-of-scope Service: Desktop or operating system support, support for software used outside of its intended purpose or unsupported by its manufacturer or labeled "beta", support of use of our services in violation of the terms of this Agreement, end-user training delivered to more than 2 people simultaneously, programming, senior technicians and advanced technology services, as determined by zMailCloud at zMailCloud's sole discretion, will be delivered as Supplemental Services, mutually agreed on by Customer and zMailCloud in writing and in advance of Service. Cumulative, additional charges for Hourly work may apply for rapid response ("Emergency") services, requests for specific, senior or multiple technicians, on-premises services and service outside of Availability, as agreed upon in writing prior to service.
15. Service Requests: zMailCloud makes commercially reasonable efforts to make Help Desk Support available by means of Online Chat Name, toll-free Phone, and the preferred means of contact: the Online Help Desk's issue tracking system. zMailCloud maintains a Help Desk (https://helpdesk.01.com) ticketing system that enables customers to log in using their email addresses and email passwords, and to describe and prioritize issues, ranging from, for example, "Low" to "Critical" priority.  See section 26. SLA, below, about prioritization. Contact with zMailCloud personnel may not be recorded beyond what is documented in the Ticketing System. Requests for Service are accepted at any time through the Ticketing System. The tickets generated by the Ticketing System are available through the Ticketing History section of the Help Desk for the life of this Agreement. zMailCloud makes best efforts to respond to higher priority tickets sooner than lower priority tickets.  For transparency, tracking and continuity purposes, Customers are expected to use the Ticketing System whenever practical, and to describe specifically and prioritize service requests reasonably accurately, per Acceptable Use, Section 14. Response to Service Requests is provided on a first come, first served basis, and in the case of simultaneous requests for Service, Customers are prioritized by their ticket priority. zMailCloud makes reasonable efforts to prioritize in-bound requests for service from Customers with the same, or similar ticket priorities. To help improve our availability to meet your needs, service requiring senior or specific zMailCloud technicians should be scheduled a minimum of 5 Business Days in advance.
16. Undelete and data restoration: zMailCloud makes commercially reasonable efforts to make and verify nightly incremental, and weekly full backups of all your data stored on the zMailCloud servers, and to keep these backups for longer than 48 days, and not longer than 64 days. You may use the Online Help Desk to request we restore an individual mailbox to a date and time in the preceding 48 days, and we will restore the mailbox under a different name, for your convenience. Please allow at least 24 hours for processing of undelete requests.
17. Security and monitoring: zMailCloud makes commercially reasonable efforts to enable the secure transfer of data such as and not limited to email to and from its Servers by using public SSL certificates to offer 256-bit SSL encryption of network services, including SMTP (outbound mail), POP (inbound mail), IMAP (inbound mail and synchronization), LDAP (directory services) and HTTP (web mail, mobile and desktop synchronization). We make commercially reasonable efforts to secure the servers physically by highly restricting and securing server administration, and placing the servers in data centers monitored by live security guards, video surveillance, palm print, security code access and individually locked cabinets. The zMailCloud Servers are monitored in 5 minute increments over the internet externally from more than a dozen locations across the world, with both current status and up-time reports available via zMailCloud Systems Status & Reporting ("Systems Status"), located at http://status.01.com. The operation of Systems Status may change from time-to-time at zMailCloud's sole discretion.
    
18. Hosting services maintenance ("Scheduled Maintenance"): zMailCloud regularly scheduled maintenance may occur on Saturday nights, from 10PM until 10AM on Sunday mornings, USA Central time (GMT -5/6). zMailCloud shall attempt to notify and coordinate with Customers a minimum of 4 days in advance and no less than twenty-four (24) hours in advance of all non-emergency maintenance.  By e-mail, or RSS newsfeed ("News") in the zMailCloud blog, and Systems Status page, zMailCloud shall advise Customer of the expected duration of the maintenance window and the impact of the work to be performed.  No further notice of maintenance windows may be provided to Customer.  zMailCloud shall not provide any applicable credits for work stoppage or service outages necessary to provide scheduled maintenance.  zMailCloud makes commercially reasonable efforts to schedule maintenance no more than once a month at times most convenient for the majority of those customers affected.  zMailCloud may schedule maintenance as often as is deemed necessary to maintain system reliability and integrity, at zMailCloud's sole discretion.
19. Service value: You understand and agree by signing up for Service, you receive material value, equating to no less than the full Service's entire purchase price, from setup of, access to, availability of and reservation of the Services from zMailCloud, regardless of your actual use ("Usage") of any of the Services. 
20. Acceptable/Fair Use & Monitoring: zMailCloud has set no fixed upper limit on the amount of emails, bandwidth, telephone or online support requests you may make annually.  While we understand that each of the organizations we serve are composed of unique persons, zMailCloud has based its service commitment and pricing based upon expected reasonable use of the average Customer (collectively referred to as "Acceptable Use"). zMailCloud reserves the right to monitor and record the nature and amount of Service requested by each Customer. Should zMailCloud conclude at its sole discretion that Customer is requiring Service in amounts greater than reasonably expected, or if zMailCloud believes that Customer is using the Service for resale unauthorized by zMailCloud, sending unsolicited email (spam) or viruses, or other fraudulent uses, or has used profanity or otherwise abused a zMailCloud team member, partner, affiliate or another zMailCloud customer, or has allowed any non-customer to use Customer's account to receive support services, or has published an incorrect SPF record, zMailCloud may immediately terminate this Agreement. Should zMailCloud decide to terminate this Agreement for the reasons set forth above, zMailCloud will notify Customer by email or telephone.  Within three (3) days of receiving the termination notice, Customer may set forth reasons why termination is not warranted. zMailCloud will consider Customer's objections and thereafter render its decision. Any decision not to terminate Customer's account does not preclude zMailCloud from terminating Customer's account at a later date should there be another violation of this Acceptable Use policy or for other reasons set forth in this Agreement.
21. Non-hire: during the term of this agreement and for a period of 24 months following any zMailCloud service to you, you and zMailCloud agree that neither party shall directly or indirectly hire, solicit, or encourage to leave the other party's employment, any employee, consultant or contractor of the other party, or hire any such employee, consultant or contractor who has left the other party's employment or contractual engagement. The parties acknowledge that either party's breach of this provision cannot be reasonably or adequately compensated by damages in any action at law, and said breach of this provision of this Agreement will cause the damaged party irreparable injury and damage. The parties expressly agree that the damaged party shall be entitled to injunctive and other equitable relief in the event of, or to prevent, the other party's breach of this provision of this Agreement. Resort to such equitable relief, however, shall not be construed to be a waiver of any other rights or remedies that the damaged party may have for damages or otherwise.  The various rights and remedies of the damaged party under this Agreement or otherwise shall be construed to be cumulative, and no one of them shall be exclusive of any other or of any right or remedy allowed by law.
22. Payments:   Payments for all services are due in advance. Credit card, e-check and PayPal payments may be made securely through the zMailCloud Billing Manager, or by phone with zMailCloud. Cash payments are not accepted without management's written approval. You agree to report of any payments outside these terms at your earliest opportunity, and report of such activity may entitle you to waived service charges: billing (at) 01.com, subject: payments. A late charge fee of 1.5% per month or the maximum interest allowable by law, whichever is lower, shall apply to any late payments made by you to 01.com. Customer is responsible for all non-recurring and recurring charges after Service is activated.  You may update billing information online using the zMailCloud online Billing Manager.  By sending an email to the contact listed by you in the Billing Manager ("Contact Email Address"), 01.com will automatically attempt to warn you three times over an approximately two week period if your credit card has expired or is declined. You acknowledge that all services may be immediately suspended or terminated ("Interruption") at zMailCloud's sole discretion and without further warning if any payments for services are past due by more than 10 days or if any charges made by zMailCloud to you are declined or charge backs are claimed against any outstanding invoiced amount. Such Interruption does not relieve you from the obligation to pay Service charges.  Disputes to amounts invoiced and payment details changes should promptly be reported to the Billing department using the Help Desk, or to billing (at) 01.com.  There are no returns.  At zMailCloud's sole discretion, any credits due will be provided as credit toward future zMailCloud Service.
    
23. Credit Cards: When you choose to provide your credit card information to zMailCloud, you agree that we may bill you for amounts due for zMailCloud services periodically, without your further approval, until Service is canceled by you or zMailCloud. Payments for Service once made are non-refundable, and you affirmatively agree not to request any refund from your credit card company. You agree that all information provided is up-to-date, accurate and complete, including and not limited to your contact email address. Payments over $1000 at any one time, or in any one payment period on an American Express credit card may be subject to a 5% transaction service fee.
24. Change orders.  To change your order, please log in to your self-service Email Admin (https://zimbraadmin.01.com), where you may add/delete mailboxes, change quotas, etc.. You may change your contact information and as applicable, Terms online Billing Manager (http://billing.01.com). While you may of course contact us for assistance, where service can be changed independently by you, zMailCloud will only instruct you how to make changes yourself. Where available, monthly terms may be upgraded to annual terms using the Billing Manager. Once chosen by you, annual terms may not be changed to monthly terms and you are not entitled to more than one Free Trial Period. One-time, setup fees, if any are due, may be applicable each time you make a net-addition to a resource such as and not limited to the number of mailboxes in any given calendar month. If you add mailboxes during an annual Term, you will automatically be charged a pro-rated amount based on the remainder of your term for those new mailboxes at the beginning of the calendar month following your addition(s).  We have invested in reporting, self-service systems, and customized, up-to-date documentation to provide you with the maximum practical autonomy with your Service.  You are solely responsible for consequences of your configuration changes, including and not limited to increases in pricing due to increases in storage on mailboxes set to "unlimited" quota and therefore charged for usage-based pricing.  There are no returns under any circumstances.  If zMailCloud agrees to provide credit to you, it will only be in the form of credit toward future zMailCloud services.
25. Automatic Renewal.  Your account will renew automatically at the then current, same periodic rates and plan, unless we terminate it, or you terminate it prior to the 28th of the month preceding the end of your Service period term. Hosting services may not be canceled by email, you may only cancel your hosting services yourself by using the Billing Manager. There is a knowledgebase article in our Online Help Desk entitled "How to cancel service" that has illustrated instructions if you need guidance. You must cancel your membership before it renews in order to avoid non-refundable billing of Service fees for the renewal term to your credit card or other automated form of Payment. 
    
26. Service Level Agreement (SLA): Our Service Level Agreement (http://www.01.com/sla.html) for shared hosting Service is available on the zMailCloud website.   The SLA includes a description of our goals and promises, and your goals during your term. zMailCloud reserves the right to amend the SLA from time to time, effective immediately upon notice via email or RSS feed.  The SLA sets forth Customer's sole remedies for any claim relating to this service or the zMailCloud services, including any failure to meet any guarantee set forth in the SLA.
27. Change of Service: zMailCloud retains the right to change Fees and Charges hereunder if required to by regulation, statute or rule of any governmental entity or applicable rule of law.   zMailCloud shall provide prompt written notification via email of any such increase.  All products and services provided by zMailCloud are subject to its business policies, practices, and procedures, which zMailCloud may change at any time and from time to time in its sole discretion without notice to Customer.  zMailCloud will make commercially reasonable efforts to provide thirty (30) days written notice in the event of a material change. If any changes adversely affect Customer's rates or services in a material way, Customer's right to terminate this agreement is Customer's only remedy.  If Customer chooses to continue to use zMailCloud products or services after receiving notice of any changes, those changes will apply to Customer after the date it receives the notice and will be reflected in the next billing period.
28. Intellectual Property:  Except as otherwise expressly provided herein, nothing contained in this Agreement shall be construed as conferring by implication or otherwise any license or right under any patent, trade name or copyright of the company Zimbra, VMware, 01.com, zMailCloud or Customer. With unambiguous attribution, including a hyper text link to the zMailCloud home page (http://www.01.com), in whole or in part, you may distribute zMailCloud's public articles or graphics. Examples of public articles or graphics include those found at http://faqs.01.com and http://blog.01.com. In whole or in part, you may not distribute zMailCloud Password Protected software, articles or graphics ("Confidential Information") without the advanced and explicit written permission of zMailCloud. Examples of Company's Confidential Information include and are not limited to the software, articles and graphics found within the Company's zMailCloud servers, Online Help Desk, Downloads, News, Knowledgebase and Ticketing System.
29. Zimbra Licensing:
    1. This Agreement does not permit Customer or any third party to: (i) sublicense, rent, lease, sell, offer to sell, distribute, or otherwise transfer rights to the Network Software; (ii) distribute the Network Source Code or derivative works thereof; (iii) copy the Network Software (other than as expressly provided herein); (iv) remove any proprietary markings, copyright, notices, logos, trademarks, trade names or labels on the Network Software and/or Documentation; provided, however, that Customer may replace Zimbra the company's logo in the Client Side Software with Customer’s logo but only for use with the Network Software; (v) use the embedded database software as a general SQL server, as a standalone database or with applications other than the Network Software; (vi) use the Server Side Software on any computer not controlled by the Licensee; (vii) allow any third party, other than Licensee’s End Users to use the Network Software; or (viii) produce a derivative work of the Network Source Code.
    2. This Agreement only provides a personal, non-transferable, and non-exclusive license to use the Service for Customer’s internal business. Customer may not use the Network Software to provide more Mailboxes than the number for which Customer pays 01.com.
    3. Zimbra the company, as 01.com's licensor, retains all right, title and interest, including any Intellectual Property Rights, in and to the Network Software and all portions thereof, and no title to the Network Software, or any Intellectual Property Rights in the Network Software, is transferred to such Customer.
    4. Use of the Zimbra software constitutes your acceptance of the terms of the Zimbra Network Edition License Agreement available here: http://files.zimbra.com/website/docs/zimbra_network_la.pdf
       
30. Confidential Information.
    1. Use. Each party agrees to use Confidential Information solely for the purpose of evaluating the commercial potential of and pursuing a business relationship with the other party and to use reasonable care to disclose Confidential Information only to employees, partners or consultants of the receiving party who need access to the Confidential Information in the ordinary course of their employment.  "Confidential Information" means all technical and non-technical information concerning the disclosing party's business not generally known to the public, which is disclosed to the receiving party either in written or oral form, including but not limited to the following information:  patents, copyrights, trademarks, brand name, experimental work, purchasing, manufacturing, future and proposed products and services, procurement requirements, business forecasts, trade secrets, know-how, inventions, techniques, processes, algorithms, software, schematics, software source documents, contracts, customer lists, financial information, and sales and marketing plans.
    2. Ownership. All Confidential Information and any products of the Confidential Information, regardless of which party creates the such products, shall remain the property of the disclosing party, and no license or other rights to such disclosing party's Confidential Information or products thereof is granted or implied hereby.  At the disclosing party's request and no later than five (5) business days after such request, the receiving party shall promptly destroy or deliver to the disclosing party, at the disclosing party's option: (a) all materials furnished to the receiving party by the disclosing party; (b)  all tangible media of expression in such receiving party's possession or control that contains Confidential Information; and (c) written certification of such receiving party's compliance with the obligations contained in this Agreement.
    3. Independent Development. Each party understands that the receiving party may currently or in the future be developing information internally, or receiving information from third parties that may be similar to the disclosing party's Confidential Information.  Accordingly, nothing in this Agreement shall be construed as a representation or inference that such receiving party will not develop products or services, or have products or services developed that, without violation of this Agreement, compete with the products or services contemplated by the disclosing party's Confidential Information.
    4. Injunctive Relief. The parties acknowledge that a breach by either party of any provision of this Agreement will result in irreparable and continuing damage to the other party for which there will be no adequate remedy at law, and such other party shall be entitled to injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including monetary damages if appropriate).
31. Section Headings.  Title and headings of sections of this Agreement are for convenience of reference only and shall not affect the construction of any provision of this Agreement.
32. Transfer and Assignment: Neither party, other than for collateral purposes, may sell, assign or transfer this Agreement without the prior written consent of the other party, except that either party may assign this Agreement to any of its affiliates or any person or entity who acquires substantially all of its assets.
33. LIMITATIONS TO SERVICE: We do not promise that the Services will be uninterrupted, error-free, or completely secure. You acknowledge that there are risks inherent in Internet connectivity that could result in the loss of your privacy, Confidential Information and property. 01.COM AND/OR ITS THIRD PARTY SERVICE PROVIDER RESERVES THE RIGHT TO REFRAIN FROM PROVIDING ANY OR ALL SERVICES ORDERED AND INSTEAD REFUND THE CUSTOMER'S PAYMENT, WHOLLY OR IN PART, ON THE BASIS THAT THE MINIMUM SYSTEM REQUIREMENTS ARE NOT MET OR THE TECHNICAL NEEDS (INCLUDING WIRING OR OVERCOMING PHYSICAL OR TECHNICAL BARRIERS) OR OTHER REQUIREMENTS OF THE CUSTOMER ARE UNUSUAL OR EXTENSIVE AND BEYOND THE SCOPE OF THIS SERVICE AGREEMENT AS REASONABLY DETERMINED BY 01.COM AND/OR ITS THIRD PARTY SERVICE PROVIDER AND/OR LICENSOR.  We may from time to time arrange for you to purchase or license third party software, services or other products that are not included as part of the Services, either as part of Server Care or other Supplemental Service. 01.COM MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER REGARDING SUCH THIRD PARTY PRODUCTS AND RELATED SUPPORT SERVICES AND AS BETWEEN YOU AND 01.COM, SUCH SERVICES ARE PROVIDED "AS IS." Your use of any third party software, services, and other products is governed by the terms of your agreement with the third party.  Our Services are subject to availability of our qualified team members and our communications services. 
34. Compliance with Laws:  Customer will strictly comply with all applicable laws and regulations relating in any manner to the distribution of the Services and software including, but not limited to, (i) complying with all applicable United States export laws, rules, and regulations, and (ii) obtaining all necessary export and import licenses or permits and any other government approval necessary for the importation of the software or Services into any country other than the United States.  Customer confirms it will not export or re-export software or Services, directly or indirectly either to (a) any countries that are the subject to United States export restrictions; any Subscriber who Customer knows or has reason to know will utilize them in the design, development or production of nuclear, chemical or biological weapons; or any Subscriber who Customer knows has been prohibited from participating in the United States export transactions by any federal agency of the United States Government.  Customer acknowledges that software and Services may include technical data subject to export and re- export restrictions imposed by United States law.
35. Customer represents and warrants: (a) Customer has received all necessary permits, licenses, approvals, grants and charters of whatsoever kind necessary to carry out the business in which Customer is engaged; and (b) Customer has complied and does comply with all laws, regulations, orders and statutes which may be applicable to Customer whether local, state, federal or foreign.   From the date of this Agreement until the termination hereof, customer agrees to operate in accordance with and to maintain current all such certifications, permits, licenses, approvals, grants and charters, and to comply with all applicable laws, regulations, orders and statutes, whether local, state, federal or foreign.  Customer agrees to indemnify, defend and hold harmless 01.com from all claims, actions, damages, liabilities, costs and expenses, including reasonable attorneys' fees and expenses, arising out of Customer's failure to comply with this provision.
36. 01.com represents and warrants: (a) 01.com has received all necessary permits, licenses, approvals, grants and charters of whatsoever kind necessary to carry out the business in which 01.com is engaged; and (b) 01.com has complied and does comply with all laws, regulations, orders and statutes which may be applicable to 01.com whether local, state, federal or foreign.   From the date of this Agreement until the termination hereof, 01.com agrees to operate in accordance with and to maintain current all such certifications, permits, licenses, approvals, grants and charters, and to comply with all applicable laws, regulations, orders and statutes, whether local, state, federal or foreign.  01.com agrees to indemnify, defend and hold harmless Customer from all claims, actions, damages, liabilities, costs and expenses, including reasonable attorneys' fees and expenses, arising out of 01.com's failure to comply with this provision.
37. FORCE MAJEURE: If 01.com's and/or its third party service provider's ability to render services is impaired by you or circumstances beyond the control of 01.com and/or its third party service provider, 01.com and/or its third party service provider may choose not to provide services.
38. LIMITATION OF REMEDY: UNDER NO CIRCUMSTANCES SHALL 01.COM, ITS EMPLOYEES AND INDEPENDENT CONTRACTORS, AND/OR ITS THIRD PARTY SERVICE PROVIDER(S) BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION, ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, EXPENSES COSTS, PROFITS, LOST SAVINGS OR EARNINGS, LOST OR CORRUPTED DATA, OR OTHER LIABILITY ARISING OUT OF, OR RELATED TO, THE SERVICES PROVIDED BY 01.COM AND/OR ITS THIRD PARTY SERVICE PROVIDER(S) OR OUT OF THE INSTALLATION, DE-INSTALLATION, USE OF, OR INABILITY TO USE YOUR COMPUTER SOFTWARE, HARDWARE, PERIPHERALS, OR THE NETWORK RESULTING FROM THE SERVICES PROVIDED HEREUNDER.
39. RELEASE OF LIABILITY: BY AGREEING TO THESE TERMS, YOU AFFIRMATIVELY RELEASE AND HOLD HARMLESS 01.COM, ITS EMPLOYEES AND INDEPENDENT CONTRACTORS, AND/OR ITS THIRD PARTY SERVICE PROVIDER(S) FROM AND AGAINST ANY LOSS, LIABILITY, OR DAMAGE THAT YOU, YOUR ORGANIZATION OR A THIRD PARTY MAY SUFFER, INCLUDING AND NOT LIMITED TO ANY LOSS OF ANY DATA AND THE NON-FUNCTIONING OF ANY COMPONENT OR ELEMENT OF YOUR COMPUTER SOFTWARE, HARDWARE OR NETWORK RESULTING FROM 01.COM, ITS EMPLOYEES AND INDEPENDENT CONTRACTORS, AND/OR ITS THIRD PARTY SERVICE PROVIDER'S AGENTS, PARTNERS AND/OR THIRD PARTY SERVICE PROVIDERS AND/OR LICENSORS, REGARDLESS OF WARRANTIES, DISCLAIMERS AND WAIVERS.
40. Notices:  Unless specifically noted otherwise, all notices required to be given to either party shall be sent to the names and e-mail address as presented by the Customer to the Customer, and to 01.com at legal (at) 01.com.
41. Entire Agreement:  There are 43 numbered points to this Agreement, containing the entire understanding between the parties.  It is agreed that subsequent agreements and transactions between the parties will serve to supplement the terms and conditions herein to the extent specified above.  Should any terms or conditions within this Agreement, or any amendment be in conflict or inconsistent with one another, the amendment shall control over any language in this Agreement.  Pre-printed or standard terms contained in any agreement or other document issued or prepared by Customer or 01.com, shall be void and of no force and effect.  Verbal commitments made by either Customer or 01.com shall be non-binding.
42. Severability.  Each provision of this Agreement and Attachment(s) must be interpreted in a way that is valid under applicable law.  If any provision is held invalid, the remaining provisions of the Agreement and Attachment(s) will remain in full effect.
43. Remedies Cumulative.  Any rights of termination, cancellation, liquidated damages or other remedies prescribed in this Agreement and Attachment(s) are cumulative and are not intended to be exclusive of other remedies to which the injured party may be entitled at law or equity in case of any breach or threatened breach by the other party of any provision of this Agreement.  Use of one or more remedies shall not bar use of any other remedy for the purpose of enforcing provisions of this Agreement; provided, however, that a party shall not be entitled to retaining the benefit of inconsistent remedies.   This Agreement and all Attachments shall be subject to the United States State of Illinois law and enforceable in the courts of Cook County, Illinois and all matters pertaining here to shall be heard there.  All parties hereby consent to the jurisdiction of such courts in any action regardless of the residence of such party.

Customer hereby acknowledges that he or she has reviewed the terms and conditions in this Agreement and each of the Attachments referred to herein, and 01.com and Customer have caused their duly authorized representatives to execute the Agreement on and as of the date first set forth below.  This Agreement may be executed (by original or faxed signature, or by electronic submission by Customer typing his/her name) in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute but one and the same instrument. 

USE OF 01.COM SERVICES CONSTITUTES ACCEPTANCE OF THESE TERMS IN THEIR ENTIRETY. 

Customer                                            Title (if any)                             Date

Customer Printed Name                     

01.com, Inc.                                       Title (if any)                             Date

Printed Name