MailArchiva Cloud Agreement
between Stimulus Tech Limited and Licensee
- INTERPRETATION AND DEFINITIONS
1.1 In this agreement, unless inconsistent with or otherwise indicated by the context:
1.1.1 "Service" means the MailArchiva Cloud Service hosted in the cloud.
1.1.2 "Trial Period" means the period commencing on the date on which the subscription was created and terminating on the last day of the calendar month in which the subscription was created.
1.1.3 "Mailboxes" means the number of email accounts on Licensee’s mail server;
1.1.4 "End Customer" means a person that subscribes to the Service for normal business end use or personal use and not for resale or distribution.
1.1.5 "Data" means data of an End Customer stored by: (i) Stimulus Tech Limited; or (ii) the system that runs the Service.
1.1.6 "Month" means a period starting and ending on the first and last day, respectively, of any calendar month.
1.1.7 "Stimulus Tech" is Stimulus Tech Limited, a company registered according to the laws of New Zealand.
1.1.8 "Prime" means the base interest rate as publicly announced by a major New Zealand bank.
1.1.9 "Taxes" means: (i) VAT, GST or any similar tax; and (ii) withholdings tax where corresponding tax credits or rebates are not available to Stimulus Tech.
1.1.10 "Commencement Date" means the first day of the month in which this agreement was accepted by the last Party.
1.1.11 "Year" means the period of a calendar year starting from the first day of service commencement and on the anniversary day thereafter.
1.2 Words in the singular number include the plural and vice versa.
1.3 Words importing any one gender include each of the other two genders.
1.4 The headings of the clauses are intended for convenience only and do not affect the interpretation of this agreement.
- GRANT OF LICENSE
Stimulus Tech hereby grants to End Customer a personal, non-transferable, non-exclusive right to use the Service.
- TERM
3.1 This agreement commences with effect from the Commencement Date and will remain in force unless terminated by either Party in accordance with the provisions set out in this agreement.
3.2 Stimulus Tech may terminate this agreement by giving the End Customer at least one calendar month written notice.
3.3 If the agreed payment schedule is per Month, End Customer may terminate this Agreement with one month's notice.
3.4 If the agreed payment schedule is per Year, End Customer may terminate this Agreement at the end of the Year or on each anniversary thereof, provided one month's notice is given.
3.5 Termination with less than one month's notice or outside of the specified period is not permitted, and no refunds or adjustments will be provided, except as required by law or expressly agreed in writing.
- ACCESS TO THE SERVICE
4.1 The Service shall be made available to the End Customer at https://www.archiva.com or https://mailarchiva.eu. Stimulus Tech may from time to time update or upgrade the Service at its sole discretion.
4.2 End Customer will not be entitled to access or be supplied with any software (including source code) relating to the Service.
4.3 Customer acknowledges that Data is stored using either Backblaze B2 Object Storage or Wasabi Technologies, and that such storage is subject to their respective terms and data processing addenda.
4.4 Subject to End Customer not being in breach of this agreement, Stimulus Tech shall retain each aspect of the Data until the earlier of:
4.4.1 Termination or cancellation of this agreement; or
4.4.2 The tenth anniversary of the date on which the email containing such aspect of Data was sent. If the retention period is exceeded, Stimulus Tech will notify the End Customer and provide options to extend the retention period for another ten years.
4.5 Stimulus Tech may retain Data post-termination where reasonably necessary to comply with applicable laws, including but not limited to the New Zealand Privacy Act 2020.
4.6 Upon written request within thirty (30) days of termination, Stimulus Tech will use commercially reasonable efforts to make a copy of the End Customer’s archived Data available for export in a standard format (such as PST or EML). The feasibility, completeness, and delivery timeline of such exports depend on technical limitations, including the volume and structure of the Data. Stimulus Tech reserves the right to decline an export request where the volume of Data makes extraction impractical. Where feasible, Stimulus Tech will issue a separate written quote for any applicable export services. After exporting the Data, or after the thirty (30) day period (whichever occurs sooner), Stimulus Tech may permanently delete the Data unless otherwise agreed in writing.
- OBLIGATIONS OF THE END CUSTOMER
5.1 End Customer undertakes not to:
5.1.1 Use the Service to archive large volumes of unsolicited, bulk, automated, or spam messages (e.g., system alerts, robotic notifications, automated reports), unless expressly authorised in writing by Stimulus Tech.
5.1.2 Use the Service in any unauthorised manner;
5.1.3 Create the impression or state that it owns or developed the Service;
5.1.4 Use the Service unlawfully, including to transmit malware, offensive or defamatory material, unsolicited spam, or violate others' rights;
5.1.5 Use the Service for commercial resale or distribution, unless expressly authorised by Stimulus Tech in a separate agreement; or
5.1.6 Cause undue disruption or nuisance through use of the Service.
5.2 End Customer undertakes to comply with Stimulus Tech's Prevention of Harmful Practices Policy as published at https://help.mailarchiva.com.
5.3 End Customer acknowledges that all goodwill in the Service and related trademarks inure for the benefit of Stimulus Tech and hereby assigns such goodwill as may exist in future.
5.4 Use of MailArchiva branding must follow Stimulus Tech's written guidelines. Any proposed deviations from the guidelines require prior written consent.
5.5 End Customer is solely responsible for maintaining the confidentiality of access credentials, ensuring that content archived via the Service is legally obtained, is not harmful, malicious, or infringing upon the rights of others, and complies with all applicable data protection laws in their use of the Service.
- SERVICE FEES
6.1 End Customer agrees to pay Stimulus Tech monthly or yearly fees based on the number of Mailboxes, as agreed per the invoiced amount.
6.2 Unless otherwise agreed, fees are calculated based on:
6.2.1 Archiving and e-Discovery fees as specified in the formal written quote provided by Stimulus Tech and accepted by the End Customer, subject to: (a) Fees apply to all mailboxes, subject only to the limited Trial Period defined in clause 1.1.2; provided that during the Trial Period, no mailbox fees shall apply; (b) Billing will commence immediately after the Trial Period ends.
6.2.2 Import Fees shall be specified in the formal written quote provided by Stimulus Tech and accepted by the End Customer.
6.2.3 Export Fees shall be specified in the formal written quote provided by Stimulus Tech and accepted by the End Customer.
6.2.4 Mailbox Count Determination – MailArchiva Cloud pricing is based on the number of Mailboxes, as further described in Schedule 2.
6.3 Monthly agreements are subject to annual price escalation in accordance with the Consumer Price Index (CPI).
6.4 Annual agreements shall be re-quoted at least two months prior to the anniversary date.
6.5 Payments must be made within 30 days of the end of the payment term.
6.6 If any withholding taxes are required by law, the End Customer shall be responsible for such taxes and shall provide Stimulus Tech with official documentation evidencing payment.
6.7 Payments to Stimulus Tech may be made via credit card, check, or bank transfer.
- INTEREST ON LATE PAYMENTS
7.1 If payment is not received within 7 days after the due date, interest shall accrue on the overdue amount at the Prime rate plus 2% per annum, calculated monthly, until payment is received in full.
7.2 This interest is without prejudice to any other rights or remedies available to Stimulus Tech, including the right to suspend access to the Service for non-payment or in the event of End Customer conduct that violates this Agreement, applicable laws, or poses a threat to the integrity, security, or availability of the Service.
- WARRANTIES
8.1 The Service is provided "as is". Stimulus Tech does not warrant that it is free from defects or errors.
8.2 End Customer must notify Stimulus Tech of defects or errors promptly.
8.3 Stimulus Tech will attempt to rectify such issues but is not liable for data loss or restoration.
8.4 Stimulus Tech disclaims all other warranties, including merchantability and fitness for a particular purpose.
8.5 Service interruptions due to third-party providers are not Stimulus Tech's responsibility, but it will use best efforts to restore service.
8.6 Stimulus Tech will use commercially reasonable efforts to maintain a minimum of 99.5% uptime for components under its control, excluding scheduled maintenance and force majeure events. SLA terms and enforcement details are specified in the MailArchiva Cloud Service Level Agreement (SLA) at https://help.mailarchiva.com/mailarchiva-cloud-sla.
8.7 To the maximum extent permitted by law, Stimulus Tech shall not be liable for any loss, corruption, or destruction of data, whether arising from its own negligence or otherwise, and the End Customer assumes all risk relating to the use of the Service for data storage and retention purposes.
- INDEMNIFICATION
9.1 End Customer must ensure users agree to the limitations of liability and indemnify Stimulus Tech accordingly.
9.2 End Customer indemnifies Stimulus Tech against claims arising from its conduct.
9.3 Stimulus Tech’s total aggregate liability, whether in contract, tort (including negligence), or otherwise, shall not exceed the total fees paid by the End Customer in the twelve (12) months preceding the event giving rise to the claim.
9.4 To the maximum extent permitted by law, Stimulus Tech shall not be liable for, and the End Customer shall indemnify and hold harmless Stimulus Tech against, any claims, losses, or damages (including legal fees) arising from unauthorized access to, use of, or disclosure of Data by third parties, including due to cyberattacks, malware, phishing, credential theft, or other malicious activity, except where such access or disclosure results directly from Stimulus Tech’s gross negligence or wilful misconduct.
10. TECHNICAL SUPPORT SERVICES
10.1 Support queries may be submitted via https://mailarchiva.com or support@mailarchiva.com.
10.2 Stimulus Tech will provide reasonable support during business hours to assist with configuration, troubleshooting, and general usage of the Service.
10.3 Support shall be provided at Tier 1, Tier 2, and Tier 3 levels as detailed in Schedule 1. SLA terms are specified in the MailArchiva Cloud Service Level Agreement (SLA) at https://help.mailarchiva.com/mailarchiva-cloud-sla.
11. THIRD PARTY CLAIMS
Stimulus Tech makes no warranty regarding third-party intellectual property rights or compliance. It does not indemnify End Customer against such claims. End Customer represents and warrants that it has the right to use and store all Data submitted to the Service and that such Data does not infringe upon the rights of any third party, nor does it contain harmful, malicious, or unlawful content. End Customer shall indemnify and hold harmless Stimulus Tech from any claims resulting from a breach of this warranty.
12. PERSONAL INFORMATION
Stimulus Tech shall process personal information in accordance with its Privacy Policy and applicable privacy laws. End Customer consents to Stimulus Tech collecting and processing personal information for the following purposes in accordance with its Privacy Policy available at https://mailarchiva.com/privacy-policy: 12.1.1 Advertising; 12.1.2 Publicity; 12.1.3 Public customer references; 12.1.4 General promotional use, only where permitted under applicable data protection laws. End Customer may opt out of any such promotional use by providing written notice, including via email, to Stimulus Tech.
13. LANGUAGE
The Service and documentation will be provided in English only.
By clicking the 'I AGREE' button, the End Customer acknowledges having read, understood, and accepted the terms and conditions of this Agreement.
Schedule 1 – SUPPORT TERMS
Tier 1 – General installation and usage questions.
Tier 2 – Troubleshooting and workaround solutions.
Tier 3 – Complex issues escalated internally within Stimulus Tech.
Support may be requested via:
· Telephone (for all tiers – available on the Stimulus Tech website at https://stimulustech.io)
· Email (for non-urgent issues)
Schedule 2 – MAILBOX COUNT DETERMINATION POLICY
Mailbox Count Determination – MailArchiva Cloud pricing is based on the number of Mailboxes. A “Mailbox” refers to an email account on the Licensee’s mail server. Mailbox counts may be determined using: (a) directory services such as Active Directory, Azure, or Google Workspace; (b) email data indexed by the Service; or (c) imported email files (e.g., PST, MBOX, EML). When counts are based on indexed data, the number of licensed Mailboxes is determined by the highest number of unique email addresses actively archived during any rolling 12-month period. The Service automatically excludes aliases and duplicate local parts across different domains to prevent double-counting. While the Service aims to provide accurate mailbox counts, technical limitations may occasionally affect precision. If the licensed mailbox count is exceeded, some features may be disabled until compliance is restored.
14. FORCE MAJEURE
A Party will not be liable for failure or delay in performance under this Agreement to the extent such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to acts of God, governmental actions, labor disputes, internet outages, cyberattacks, or failures of third-party service providers.
15. ASSIGNMENT
Neither Party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other Party, except that Stimulus Tech may assign this Agreement without consent as part of a corporate reorganization, merger, or sale of its business.
16. SEVERABILITY
If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision shall be modified to the extent necessary to make it enforceable. If modification is not possible, the provision shall be deemed deleted, and the remainder of the Agreement shall remain in full force and effect.
17. WAIVER
No failure or delay by either Party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof. Any waiver must be in writing and signed by the waiving Party.
18. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the laws of New Zealand. The Parties irrevocably submit to the exclusive jurisdiction of the courts of New Zealand for the resolution of any disputes arising under this Agreement.