Terms of Service

1. Definitions

• "Splitsoft", "we", "us" — Splitsoft, Inc., a Delaware corporation [REVIEW: confirm entity & state of incorporation].
• "Service" — the hosted email-sending platform operated at email.splitsoft.com, including the Listmonk campaign manager, the Postal SMTP relay, the customer admin panel, and any APIs and IP address space made available to you.
• "Customer", "you" — the legal entity or individual that has agreed to these Terms and that operates an account on the Service.
• "Recipient" — a natural person or role address to whom you send Messages via the Service.
• "Message" — an email transmission submitted to the Service for delivery, including its envelope, headers, body, and attachments.
• "Customer Data" — Recipient data, list contents, message content, suppression lists, and operational metadata you submit to the Service.

2. Service description

The Service accepts Messages from you over SMTP and HTTPS APIs, queues them, and attempts delivery to Recipient mail servers from IP addresses operated by us or assigned to you under a "bring your own IP" arrangement. The Service signs outbound Messages with DKIM, processes bounces and complaints, maintains suppression lists, and provides delivery telemetry.

The Service is outbound-only. We do not provide inboxes, IMAP, POP, or message storage for Recipients. We do not guarantee inbox placement at any specific Recipient mail provider; deliverability depends on factors outside our control, including your sending practices, list quality, content, and the recipient mailbox provider's policies.

3. Your account and credentials

Each deployment of the Service is single-tenant: one administrative account per Customer, plus any sub-credentials you create for your own applications. You are responsible for keeping all credentials secret, for all activity that occurs under your account, and for promptly notifying us of any suspected compromise at security@splitsoft.com.

4. Acceptable use

You agree, on your own behalf and on behalf of every sub-account you create, that you will not use the Service to:

• send unsolicited bulk email ("spam") of any kind, regardless of the legality of such email in your jurisdiction;
• send to lists you purchased, rented, leased, scraped, harvested, or otherwise obtained from a third party without each Recipient's freely given, specific, and informed consent to receive email from you;
• send marketing, promotional, or commercial content disguised as transactional email (for example, embedding promotional content in a password-reset notification);
• send phishing email, malware, or content designed to deceive Recipients about the identity of the sender, including header forgery and look-alike domain abuse;
• send content that is unlawful, defamatory, infringing, or that harasses, threatens, or incites violence against any person or group;
• circumvent suppression lists, unsubscribe requests, or rate limits applied by the Service;
• operate any open relay, list-washing service, or "co-registration" pipeline against the Service.

Detailed obligations and concrete examples are set out in our Acceptable Use Policy, which is incorporated into these Terms by reference.

5. Suspension and termination for cause

We may throttle, suspend, or terminate your sending — in whole or in part, with or without prior notice — if any of the following occurs:

• your hard bounce rate over any rolling 24-hour window exceeds 5%;
• your spam-complaint rate (FBL complaints divided by accepted Messages) over any rolling 24-hour window exceeds 0.1%;
• we receive credible abuse reports from a mailbox provider, a blocklist operator, a Recipient, law enforcement, or our upstream provider (Vultr) implicating Messages sent through your account;
• we have a reasonable, good-faith belief that you are violating Section 4 or the AUP;
• your sending poses an imminent risk to the reputation of shared IPs or to the Service as a whole.

Where the situation permits, we will notify you before suspending and give you a reasonable opportunity to cure (typically 24 hours). Where it does not permit (active phishing, active blocklisting, law-enforcement request), we will suspend first and notify after.

6. Fees, taxes, and refunds

Fees, included volume, and metered overage rates are set out on our pricing page or in your order form. Fees are billed monthly in advance; metered overage is billed in arrears. All fees are exclusive of taxes, which you are responsible for. Except where required by law, fees are non-refundable, including for partial periods after termination for cause under Section 5.

7. Customer Data and ownership

You retain all rights in Customer Data. You grant us the limited license necessary to process Customer Data for the purpose of providing the Service, which includes storing message bodies for up to 30 days, message metadata for up to 13 months, and suppression-list data for the lifetime of your account. Our handling of Customer Data is described in our Privacy Policy; where you process personal data of natural persons via the Service, our Data Processing Addendum applies and is incorporated by reference.

8. Confidentiality and security

Each party will protect the other's confidential information using at least the same standard of care it uses to protect its own, and no less than a reasonable standard. Our security commitments — encryption at rest, TLS in transit, DKIM signing, breach notification — are described on our security page.

9. Warranties and disclaimers

We will provide the Service with commercially reasonable skill and care, and we will not knowingly introduce malicious code into the Service. EXCEPT FOR THE FOREGOING, THE SERVICE IS PROVIDED "AS IS" AND WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT INBOX PLACEMENT, ZERO DOWNTIME, OR THAT YOUR MESSAGES WILL NOT BE BLOCKED, FILTERED, OR DELAYED BY THIRD PARTIES.

10. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA, ARISING OUT OF OR RELATED TO THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY YOU TO US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. The foregoing does not limit either party's liability for (a) gross negligence or willful misconduct, (b) breach of confidentiality, (c) infringement of the other party's intellectual property, or (d) amounts owed under Section 11 (Indemnification). [REVIEW: confirm carve-outs.]

11. Indemnification

You will defend, indemnify, and hold us harmless from any third-party claim arising out of (a) Customer Data, (b) your use of the Service in violation of these Terms or the AUP, or (c) the content of any Message you send. We will defend, indemnify, and hold you harmless from any third-party claim that the Service, as provided by us and used in accordance with these Terms, infringes that third party's intellectual property rights.

12. Termination

Either party may terminate these Terms for convenience on 30 days' written notice. Either party may terminate immediately for the other party's material, uncured breach (where breach is curable, after 14 days' notice). On termination, you will stop using the Service, we will stop accepting Messages from you, and — at your written request received within 30 days of termination — we will export Customer Data to you in a machine-readable format and then delete it from production systems. Backups containing Customer Data are retained on the schedule described in our Privacy Policy and are then purged.

13. Governing law and disputes

These Terms are governed by the laws of the State of Delaware, USA, without regard to conflict-of-laws rules. The state and federal courts located in New Castle County, Delaware have exclusive jurisdiction over any dispute not subject to arbitration. [REVIEW: confirm jurisdiction; consider an AAA arbitration clause and class-action waiver appropriate to the customer base.]

14. Changes to these Terms

We may update these Terms from time to time. For material changes, we will give you at least 30 days' advance notice via email to the address on file for your account and via a banner on email.splitsoft.com. Your continued use of the Service after the effective date of the change constitutes acceptance of the updated Terms. If you do not accept the updated Terms, your sole remedy is to terminate under Section 12.

15. Miscellaneous

These Terms, together with the Privacy Policy, DPA, AUP, and any order form, constitute the entire agreement between the parties and supersede all prior agreements on the subject matter. If any provision is held unenforceable, the remaining provisions remain in effect. Neither party may assign these Terms without the other's consent, except in connection with a merger, acquisition, or sale of substantially all assets. Notices to us must be sent to legal@splitsoft.com.