By signing up for, or using OrcasWeb services or any of the services of Orcas Online, Inc. or its affiliates (“Orcas Online, Inc DBA OrcasWeb”, “us”, “we”, “our”) you are agreeing to be bound by the following terms and conditions (“Terms of Service”). The services offered by OrcasWeb under the Terms of Service include (various services related to) email hosting services. Any such services offered by OrcasWeb.com (the “Website”) are referred to in these Term of Service as the “Services”. Any new features, tools or services which are added to the current Services shall be also subject to the Terms of Service.

We refer to these Terms of Service, our Privacy Policy, our Acceptable Use Policy (“AUP”) and any other terms, rules, or guidelines on Orcas Online, Inc DBA OrcasWeb website collectively as our “Terms.”

GENERAL CONDITIONS

You must read carefully, agree with and accept all of the terms and conditions contained in our Terms before you may become an OrcasWeb user or access our Website. Your access to and use of the Services is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Services.

By accessing or using the Services you agree to be bound by these Terms. If you disagree with any part of the Terms then you may not access the Service.

You may not use OrcasWeb Services for any illegal or unauthorized purpose nor may you, in the use of the Services, violate any laws in your jurisdiction (including but not limited to copyright laws), the laws applicable to you in your customer’s jurisdiction, or the laws of Canada and the Province of Quebec. You will comply with all applicable laws, rules and regulations in your use of the Services.

You further agree to not use OrcasWeb to send Spam, junk mail, bulk emails or mailing list emails that contain persons that have not specifically agreed to be included on that list. Any account found to be sending the aforementioned type of emails will be immediately suspended.

For the purpose of these Terms and Conditions, Spam shall refer to irrelevant or unsolicited messages sent over the internet, typically to large numbers of users, for the purposes of advertising, phishing, spreading malware or virus (“Spam”).

ACCOUNTS

You must be 18 years or older or at least the age of majority in the jurisdiction where you reside or from which you use our Services. The Services are provided exclusively to persons. Accounts registered by “bots” or automated methods are not authorized and will be terminated.

When you create an account with OrcasWeb, you must provide us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of your Account.

The person signing up for the Services will be the contracting party (“Account Owner”) for the purposes of our Terms of Service and will be the person who is authorized to use any corresponding accounts we may provide to the Account Owner in connection with the Services.

If you are signing up for the Services on behalf of your employer, your employer shall be the Account Owner. If you are signing up for the Service on behalf of your employer, then you represent and warrant that you have the authority to bind your employer to our Terms of Service.

To access and use the Services, you must register for an OrcasWeb account (“Account”) by providing a valid email address, your full legal name, current address, and any other information indicated as required.

SUBSCRIPTIONS AND FEES

Some parts of the Service are billed on a subscription basis (“Subscription(s)”). Together, the Subscription Fees, Transaction Fees and the Additional Fees are referred to as the “Fees”.

Subscription Fees are paid in advance and will be billed in monthly, quarterly, bi-annually or yearly intervals (each such date, a “Billing Date”). Subscriptions may be upgraded or downgraded at any moment. In case of an upgrade any additional difference will be calculated using a pro rata calculator. OrcasWeb does not provide refunds in case of a downgrade or for unused periods of a Subscription.

When additional Services are provided, Transaction Fees and Additional Fees will be added to your Subscription Fees or separate invoice may be created. You will be charged on each Billing Date for all outstanding Fees that have not previously been charged. Fees will appear on an invoice, which will be sent to the Account Owner via the email provided. Billing and invoices are also available through the OrcasWeb Customer Account Panel. Users have approximately two weeks to bring up and settle any issues with the billing of Subscription Fees.

If we are not able to process payment of Fees using the Authorized Card, we will make a second attempt to process payment using the Authorized Card 3 days later. If the second attempt is not successful, we will make a final attempt 3 days following the second attempt. If our final attempt is not successful, we may suspend and revoke access to your Account. Your Account will be reactivated upon your payment of any outstanding Fees, plus the Fees applicable to your next Billing Cycle. You will not be able to access our Services during any period of suspension. If the outstanding Fees remain unpaid for 30 days following the date of suspension, OrcasWeb reserves the right to terminate your Account and delete all your data and Content.

All Fees are exclusive of applicable federal, provincial, state, local or other governmental sales, goods and services, harmonized or other taxes, fees or charges now in force or enacted in the future (“Taxes”).

You are responsible for all applicable Taxes that arise from or as a result of your subscription to or purchase of OrcasWeb’s products and Services. These Taxes are based on the rates applicable to the billing address you provide to us. Such amounts are in addition to the Fees for such products and Services and will be billed to your Authorized Card. If you are not charged Taxes by OrcasWeb, you are responsible for determining if Taxes are payable, and if so, self-remitting Taxes to the appropriate tax authorities in your jurisdiction.

If you change jurisdictions you must promptly update your location in the Billing Panel.

TERMS OF PAYMENT

If you wish to purchase any product or service made available through the Service (“Purchase”), you may be asked to supply certain information relevant to your Purchase including, without limitation, your card number and expiry.

We will not store or collect your payment card details. That information is provided directly to our third-party payment processors whose use of your personal information is governed by their Privacy Policy. These payment processors adhere to the standards set by PCI-DSS as managed by the PCI Security Standards Council, which is a joint effort of brands like Visa, Mastercard, American Express and Discover. PCI-DSS requirements help ensure the secure handling of payment information.

OrcasWeb has the right to discontinue service immediately if a fraudulent payment is detected, such as the use of a stolen credit card, and such cases may be further referred to the competent authorities.

You authorize Orcas Online, Inc DBA OrcasWeb payment processors to charge any credit card supplied on Billing Date. Credit balances will also automatically be deducted on Billing Date. You are responsible for keeping card information up to date.

If you fail to fulfill your obligation of payment, we may suspend your account or delete it after an extended period of default.

You must keep a valid credit card on file with us to pay for all incurred and recurring Fees. OrcasWeb will charge applicable Fees to the credit card account that you authorize (“Authorized Card”), and OrcasWeb will continue to charge the Authorized Card (or any replacement card) for applicable Fees until the Services are terminated, and any and all outstanding Fees have been paid in full. Unless otherwise indicated, all Fees and other charges are in U.S. dollars, and all payments shall be in U.S. currency.

CUSTOMER CONTENT

Our Services may allow you to store, link, share and otherwise make available certain information, text, graphics, videos, or other material. You are responsible for all activity and content such as messages, photos, images, videos, graphics, written content, audio files, code, information, or data uploaded, collected, generated, stored, displayed, distributed, transmitted or exhibited on or in connection with your Account (“Content”).

We do not claim any intellectual property rights over your Content. All Content you upload remains yours. You can remove your Content at any time by cancelling your Subscription and deleting your accounts.

You retain ownership over all Content that you upload to our Services; however, by making your Content public, you agree to allow others to view Content that you post publicly. You are responsible for compliance of the Content with any applicable laws or regulations.

By uploading Content, you agree: (a) to allow OrcasWeb to store, and in the case of Content you post publicly, display, your Content; (b) to allow other internet users to view the Content you share publicly; and (c) that Orcas Online, Inc DBA OrcasWeb can, in case of a suspicion of a breach or violation of the Terms, review all the Content submitted to its Service, although OrcasWeb is not obligated to do so.

PRIVACY & DATA PROTECTION

Orcas Online, Inc DBA OrcasWeb is firmly committed to protecting the privacy of your personal information and the Content of your accounts. You acknowledge and agree that your use of the Services, including information transmitted to or stored by OrcasWeb, is governed by its Privacy Policy.

SECURITY

You are solely responsible for the activity that occurs using your Credentials to access and use the OrcasWeb API and for keeping your Credentials secure.

You are responsible for safeguarding the passwords that you use to access the Services and for any activities or actions under your passwords, whether your passwords is with our Services or a third-party service.

You agree not to disclose your passwords to any third party. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.

ORCASWEB RIGHTS

We reserve the right to refuse service to anyone for any reason at any time.

OrcasWeb retains the right to determine, in our sole judgment, rightful Account ownership and transfer an Account to the rightful owner. If we are unable to reasonably determine the rightful Account owner,
OrcasWeb reserves the right to temporarily disable an Account until resolution has been determined between the disputing parties.

In the event of a dispute regarding Account ownership, we reserve the right to request documentation to determine or confirm Account ownership. Documentation may include, but is not limited to, a scanned copy of your business license, government issued photo ID, the last four digits of the credit card on file, etc.

We reserve the right to provide our Services to your competitors and make no promise of exclusivity in any particular market segment. You further acknowledge and agree that OrcasWeb employees and contractors may also be OrcasWeb customers/merchants and that they may compete with you, although they may not use your confidential information in doing so.

We reserve the right at any time to change our prices for using the Services or to modify or discontinue a Service (or any part thereof) upon 12 months’ notice to our existing customers. Such notice may be provided at any time via email or by posting the changes to our Website or the Billing Panel.

OrcasWeb shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.

SERVICE LEVEL AGREEMENT (SLA)

OrcasWeb offers a guaranteed uptime of 99.9% for its email hosting Services, as measured from multiple locations on the Internet. Failure to provide such uptime of Services will be compensated as follows: 1 day of free Service per hour of downtime for all accounts under management, up to a limit of 30 days.

Service credits are applied at the Customer’s request within 3 days from the time Customer becomes eligible to receive a Service credit; the Service credit will apply toward the upcoming invoice. Service Credits may not be exchanged for, or converted to, monetary amounts.

Some performance issues are excluded from downtime calculations, such as:

• Issues caused by factors outside of OrcasWeb’s reasonable control.
• Issues that resulted from any actions or inaction by a user or a third-party.
• Issues that resulted from the user’s equipment and/or third-party equipment (not within the primary control of OrcasWeb).
• Issues that arise from OrcasWeb’s suspension or termination of rights to use the Service in accordance with our Terms of Service.
• Downtime caused by reasonable scheduled maintenance that is announced in advance.

LIMITATION OF LIABILITY

OrcasWeb does not warrant that the Service will be uninterrupted, timely, secure, or error-free or guarantee the security of user data despite best efforts. The Services are provided “as is” and “as available” basis without any warranty or condition, express, implied or statutory. OrcasWeb responsible nor to seek indemnification for any damages that may arise as a result of the loss of use, data, or profits connected to the performance of the Services or failure in such performance.

Furthermore, you will not hold OrcasWeb liable or seek indemnification if confidential material is unintentionally released as the result of a security failure or vulnerability in the performance of the Service.

You expressly understand and agree that OrcasWeb shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses resulting from the use of or inability to use the Services.

In no event shall Orcas Online, Inc DBA OrcasWeb be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with our Website, our Services or these Terms of Service (however arising including negligence). You agree to indemnify and hold us and (as applicable) our employees harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of these Terms of Service or the documents it incorporates by reference (including the AUP), or your violation of any law or the rights of a third party.

THIRD PARTY SERVICES AND PROVIDERS

You are free to use, install or enable third party software, applications, products, services or websites (collectively, “Third Party Services”), including without limitation, browsers, email applications, mobile applications, for use with OrcasWeb Services. In addition to these Terms of Service, you also agree to be bound by the additional service-specific terms applicable to services you purchase from, or that are provided by, Third Party Providers. It is your responsibility to read the terms and conditions and/or privacy policies applicable to such Third Party Services before using them.

If you install or enable a Third Party Service for use with the Services, you grant us permission to allow the applicable Third Party Provider to access your data and to take any other actions as required for the interoperation of the Third Party Service with the Services, and any exchange of data or other interaction between you and the Third Party Provider is solely between you and such Third Party Provider. OrcasWeb is not responsible for any disclosure, modification or deletion of your data or other Content, or for any corresponding losses or damages you may suffer, as a result of access by a Third Party Service or a Third Party Provider to your data or other Content.

We do not provide any warranties with respect to Third Party Services. You acknowledge that OrcasWeb has no control over Third Party Services and shall not be responsible or liable to anyone for such Third Party Services. OrcasWeb is not responsible or liable to anyone for discontinuation or suspension of access to, or disablement of, any Third Party Service.

The relationship between you and any Third Party Provider is strictly between you and such Third Party Provider, and OrcasWeb is not obligated to intervene in any dispute arising between you and a Third Party Provider.

INTELLECTUAL PROPERTY, COPYRIGHTS AND TRADEMARKS

This Agreement does not transfer from OrcasWeb to Customer any OrcasWeb Technology, and all right, title and interest in and to OrcasWeb Technology will remain solely with OrcasWeb. Customer shall not, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to derive source code or other trade secrets from OrcasWeb and/or its third-party vendors.

Unless otherwise noted, all materials including without limitation, logos, brand names, images, designs, photographs, video clips and written and other materials that appear as part of our Website are copyrights, trademarks, service marks, trade dress and/or other intellectual property whether registered or unregistered (“Intellectual Property”) owned, controlled or licensed by OrcasWeb.

The names and logos of OrcasWeb, may not be used in any way, including in advertising or publicity pertaining to distribution of materials on our Website, without prior, written permission from OrcasWeb. OrcasWeb prohibits use of any logo of OrcasWeb or any of its affiliates as part of a link to or from any Website unless OrcasWeb approves such link in advance and in writing.

You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Services, use of the Services, or access to the Services without the express written permission OrcasWeb.

You shall not purchase search engine or other pay per click keywords (such as Google AdWords), or domain names that use OrcasWeb or OrcasWeb trademarks and/or variations and misspellings thereof.

LINKS TO OTHER WEB SITES

Our Services may contain links to third-party web sites or services that are not owned or controlled by OrcasWeb.

OrcasWeb has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. OrcasWeb does not monitor or control outside websites and is not responsible for their content. OrcasWeb’s inclusion of links to an outside website does not imply any endorsement of the material on our Website or, unless expressly disclosed otherwise, any sponsorship, affiliation or association with its owner, operator or sponsor, nor does OrcasWeb’s inclusion of the links imply that OrcasWeb is authorized to use any trade name, trademark, logo, legal or official seal, or copyrighted symbol that may be reflected in the linked website.

You further acknowledge and agree that OrcasWeb shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such web sites or services.

We strongly advise you to read the terms and conditions and privacy policies of any third-party web sites or services that you visit.

CANCELLATION AND TERMINATION

You may cancel your Account at any time from your Customer Dashboard or by emailing support@OrcasWeb.com . You can cancel your Account immediately or at the end of the subscription period. If you want to transfer your accounts, e-mails, contacts, calendars or any Content, you may do this only before cancelling the subscription.

Upon termination of the Services by either party for any reason OrcasWeb will cease providing you with the Services and you will no longer be able to access your account. Upon termination your e-mails, accounts, data and Content will be automatically deleted.

OrcasWeb Services and subscriptions are non-refundable and upon termination you will not be entitled to any refunds of any Fees, pro rata or otherwise. If at the date of termination of the Services, there are any outstanding Fees owing by you, you will receive one final invoice via email. Once that invoice has been paid in full, you will not be charged again.

We may terminate or suspend access to our Services immediately, without prior notice or liability, if we suspect that you have breached the Terms or have engaged in fraudulent activity in connection with the Service or Website.

A breach or violation of any term in the Terms of Service, including the AUP, as determined in the sole discretion of OrcasWeb will result in an immediate suspension of your services.

INDEMNIFICATION

You agree to defend, indemnify and hold OrcasWeb harmless from and against any and all claims, damages, costs and expenses, including attorneys’ fees, arising from or related to your use of our Website or our Services.

GOVERNING LAW

These Terms shall be governed and interpreted in accordance with the laws of Washington State.
The failure of OrcasWeb to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. The Terms of Service and the documents it incorporates by reference constitute the entire agreement between you and OrcasWeb and govern your use of the Service, superseding any prior agreements between you and OrcasWeb (including, but not limited to, any prior versions of the Terms of Service).

CHANGES

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will try to provide at least 10 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

You are advised to check the Terms of Service from time to time for any updates or changes that may impact you. By continuing to access or use our Services after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, do not continue to use the Services.

CONTACT US

If you have any questions about these Terms, please contact us.