Terms of Service

Effective: 2 November 2026

Last updated: 2 November 2026

Version: 1.2

1. Introduction and acceptance

1.1 These Terms

These Terms of Service (the "Terms") are a contract between you and Sysplore LLC ("Sysplore", "we", "us" or "our") that governs your access to and use of the Sysplore website at sysplore.com, the Sysplore Mail and Sysplore Workspace products, the Sysplore Cloud hosting platform at sysplore.cloud, and the professional services we supply (together, the "Services", and each a "Service"). In these Terms, the customer is referred to as "you".

1.2 Acceptance

You accept these Terms, and agree to be bound by them, by doing any of the following: using the website, creating an account, ticking the acceptance box presented at checkout, or entering into a signed contract with us. The acceptance box reads: I have read and agree to the Terms of Service and the Refund Policy. If you do not agree to these Terms, you must not access or use the Services.

1.3 Record of acceptance

When you accept these Terms, we record the acceptance together with the version identifier of the Terms you accepted, the date and time of acceptance, the IP address from which you accepted, and the email address on the account. That record is evidence of your agreement to the version it names, and we may rely on it in any proceeding concerning the formation or the performance of this contract.

1.4 Authority

If you accept these Terms on behalf of a company or another legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, and "you" means that entity.

1.5 Important notice

THESE TERMS CONTAIN IMPORTANT PROVISIONS THAT AFFECT YOUR RIGHTS AND OBLIGATIONS. THEY INCLUDE DISCLAIMERS OF WARRANTY, EXCLUSIONS AND LIMITATIONS OF LIABILITY, AN AUTOMATIC RENEWAL OF YOUR SUBSCRIPTIONS, AND A REQUIREMENT THAT CERTAIN DISPUTES BE RESOLVED BY BINDING ARBITRATION RATHER THAN IN COURT. PLEASE READ THEM CAREFULLY.

2. Definitions

In these Terms, the following words have the following meanings.

"Account" means the account through which you access a Service. "Business Day" means a day other than a Saturday, a Sunday or a public holiday in the State of Wyoming, United States. "Confidential Information" means non public information disclosed by one party to the other that is designated as confidential or that a reasonable person would understand to be confidential, excluding information that (i) is or becomes public through no breach of these Terms, (ii) the receiving party lawfully held before disclosure, (iii) the receiving party develops independently, or (iv) the receiving party receives lawfully from a third party. "Content" means the mail, files, calendar entries, documents and other material you store in or transmit through a Service. "Contract" means a signed contract or statement of work between you and us for the supply of Professional Services. "End User" means each individual you authorize to use a Service through your Account, including each mailbox holder and each seat holder. "Feedback" means suggestions, ideas, comments or other input you provide about a Service. "Merchant of Record" means a third party that acts as the seller of record for a purchase, as described in section 8. "Order" means an online order or an order form through which you purchase a Product or Sysplore Cloud. "Payment Service Provider" means a third party that processes payments on our behalf without becoming the seller of record. "Products" means Sysplore Mail and Sysplore Workspace, each supplied under its own Subscription. "Professional Services" means Managed Hosting, Infrastructure Management, Security and Compliance, Digital Transformation, AI Engineering and Consultation, supplied under a Contract. "Services" means, collectively, the Products, Sysplore Cloud and the Professional Services, and each of them is a "Service". "Subscription" means a recurring Order for a Product or Sysplore Cloud. "Sysplore Cloud" means the hosting platform operated at sysplore.cloud. "Third Party Product" means software, a service or a device supplied by a person other than us that you use with a Service.

3. Eligibility, sanctions and export controls

3.1 Eligibility

You must be at least 18 years of age to purchase or use a Service, and you must be legally capable of entering into a binding contract. You may purchase as an individual or on behalf of a legal entity.

3.2 Sanctions and export controls

You represent and warrant that you are not located in, organized under the laws of, or ordinarily resident in any country or territory that is the subject of comprehensive sanctions or embargoes under applicable law. You represent and warrant that you are not listed on any restricted party list maintained by the United States or another applicable authority. You will comply with all applicable export control and sanctions law, and you will not access or use a Service to violate them. We may suspend or terminate a Service where the law requires us to do so, and we will not be liable to you for a suspension or a termination made on that ground.

4. Accounts and account security

4.1 Accurate information

You must provide accurate and complete information when you create an Account, and you must keep it current.

4.2 Responsibility for the Account

You are responsible for all activity that occurs under your Account, including all activity by your End Users, and for maintaining the confidentiality of your credentials. You must notify us promptly at [email protected] if you become aware of any unauthorized use of your Account or any breach of its security. We are not responsible for a loss arising from a credential that you failed to keep confidential.

4.3 One account per person

You must not share a seat between individuals. Each End User must have their own Account. You are responsible for removing access for any End User who should no longer have it, and you must do so promptly.

4.4 Multi factor authentication

We may require multi factor authentication for access to an Account or to a Service.

5. Sign in through a third party identity provider

5.1 Sign in

You may create or access an Account using a third party identity provider. The providers we support may include Google, Microsoft, Apple, GitHub and Facebook. A business customer may permit its End Users to sign in through the customer's own identity provider using the OpenID Connect protocol.

5.2 No agency

The identity provider is not our agent. Your use of the provider is governed by its own terms of service and its own privacy policy, and we do not control it.

5.3 Information we receive

When you sign in through an identity provider, we receive from the provider only the information we need to create and identify the Account, which is typically a provider account identifier, the email address and the display name. We treat that information as personal data in accordance with the Privacy Policy.

5.4 Security of the provider account

You are responsible for the security of the third party account you use to sign in. Anyone who controls that account can access your Account. You must keep at least one working sign in method on the Account, and we may require an account email with a password, or another recovery method, before we can recover access to the Account.

5.5 Provider changes and availability

If an identity provider suspends your account, revokes access, changes its interfaces or becomes unavailable, sign in through that provider may stop working. That is not a failure of the Service, it does not suspend your payment obligations, and we are not liable to you for it. We may add or withdraw support for a particular identity provider at any time.

5.6 Unlinking

You may unlink an identity provider from your Account. Unlinking does not delete the Account or your Content, but if you unlink a provider and no other sign in method remains, you may lose access to the Account until you recover it under this section.

5.7 Business identity providers

Where a business customer uses its own identity provider, the customer's administrator controls which of its End Users can sign in and what they can reach. Deprovisioning at the customer's end takes effect at the next sign in. The customer is responsible for its own identity provider and for its configuration.

6. The Products and Sysplore Cloud

6.1 Subscriptions

The Products and Sysplore Cloud are sold as Subscriptions, ordered online or by Order, and are billed monthly or annually. The features, limits and prices of a Service are those published on our website at the time of your Order, as updated from time to time under section 36.

6.2 Products sold before launch

We may sell a Product before it is generally available. Where we do, the stated launch date is a target and not a commitment, no service level applies to that Product, and the plan and the price may change before it launches. If we do not launch that Product, you may cancel it and we will refund the amounts you paid for it.

6.3 Data region

When you sign up for a Product or buy one, you choose the region where your Content is stored: the European Union or the United States. We store and process your Content, and the account data associated with it, in the region you choose, as described in the Privacy Policy and the Data Processing Agreement.

7. Professional Services

Professional Services are governed by the Contract. The Contract states the fees, the invoicing cycle and the payment terms. Where a Contract and these Terms conflict, the Contract prevails in respect of the Professional Services it covers. Where there is no Contract, or the Contract is silent, these Terms apply, followed by the Acceptable Use Policy and the Refund Policy for the matters they cover. Professional Services are not a Subscription and are not covered by the self serve refund windows in the Refund Policy.

8. Subscriptions, billing, renewal and taxes

8.1 Currency

Prices are stated in United States Dollars and exclude taxes unless stated otherwise.

8.2 Seller for a purchase

We may use a Merchant of Record, we may sell directly through a Payment Service Provider, and we may use one, the other, or both. The applicable seller for a given purchase is the entity shown as the seller at the time of that purchase.

Where a purchase is completed through a Merchant of Record, that entity is the seller of record for the transaction. Its terms of service and its privacy policy apply to the purchase and to the payment. It collects and remits the applicable sales tax, value added tax or goods and services tax, it appears as the seller on your statement, and it administers refunds and payment disputes for that purchase under its own policies.

Where we are the seller, you authorize us and our Payment Service Provider to charge the stored payment method or to collect against an invoice, and our payment, refund, late payment and chargeback provisions apply. Where we are the seller, the charge appears on your statement under our descriptor, which may differ from the name by which you know us.

8.3 Which entity to contact

You can determine from the checkout and from your card statement which entity is the seller for a given purchase. A question about a purchase sold through a Merchant of Record is for that entity. A question about an amount we bill directly is for us. The seller for a given purchase may change over time, and the terms of the entity shown as the seller at the time of the purchase govern that purchase.

8.4 Tax

Where a Merchant of Record is the seller, the tax is collected and remitted by it. Where we are the seller, we charge the tax we are required to charge, and a business customer must give us a valid value added tax or tax identifier where the applicable treatment depends on it, including where a reverse charge applies. Where we are the seller, and to the extent the law permits, you are responsible for taxes other than taxes on our net income.

8.5 Automatic renewal

A Subscription renews automatically for successive periods equal to the initial billing period, at the then current price, unless it is cancelled before the renewal date. We send a reminder to the email address on the Account before an annual renewal, and a receipt for every charge, and you consent to receive these by email.

8.6 Price changes

We may change the price of a Service. We give notice of a price change in accordance with section 37, and the change takes effect from your next renewal.

8.7 Add ons

Prices for add ons, including additional storage, additional domains and additional mailboxes or seats, are as published on our website, and they renew with the Subscription.

8.8 Failed payment

If a payment is not completed, we may retry the charge, and we may divide the outstanding balance into smaller amounts and charge those amounts to the same payment method. We notify you by email at each step. A failed payment begins a grace period. If the amount remains unpaid at the end of the grace period, we may pause sign in to the Account. Your Content is not deleted while a payment is being resolved, and you may export it.

8.9 Late payment

Late payment charges apply only to invoiced Professional Services, as set out in the Contract. The Products and Sysplore Cloud are paid by card and do not attract a late payment charge.

9. Cancellation, downgrades and refunds

9.1 Cancellation

You may cancel a Subscription at any time from your Account. Cancellation takes effect at the end of the period for which you have already paid, and you retain access to the Service until then. We send you a written confirmation of the cancellation.

9.2 Downgrades

A reduction in the number of seats, mailboxes or storage takes effect at the end of the period for which you have already paid. No credit arises from a reduction, unused add ons do not carry forward, and a downgrade may cause the loss of certain features or data.

9.3 Refunds

Refunds for the Products and for Sysplore Cloud are governed by the Refund Policy, which forms part of these Terms.

9.4 Termination by us

We may terminate a Service for cause where you materially breach these Terms or the Acceptable Use Policy and do not remedy the breach within the period stated in any notice we give, where you become insolvent, or where the law requires it. We may also terminate a Service for convenience on at least 30 days notice, in which case we refund prepaid fees for the unused part of the term.

10. Chargebacks and payment disputes

This section applies where we are the seller of the transaction, including any amount we invoice.

A chargeback raised without first contacting us is a breach of the payment terms. Where a chargeback is raised, we may suspend the affected Service and any other Service on the Account. We may recover the disputed amount, the network dispute fee and our reasonable costs of responding. The Account is reinstated when the dispute is resolved in our favor or the amount is paid again, together with any fee. We may decline future service on an Account that has raised a chargeback after receiving the Service.

You should contact [email protected] before raising a dispute. We respond within one Business Day. We keep order and acceptance records, charge receipts, renewal notices, cancellation confirmations, support correspondence and access logs, and we use these records to respond to a dispute.

Where a Merchant of Record was the seller of the transaction, the dispute is handled by that entity under its own terms and not under this section, and you should contact the entity shown as the seller on your statement.

11. Your Content and the license you grant us

11.1 Ownership

You retain all right, title and interest in your Content.

11.2 License to us

You grant us a limited, non exclusive, worldwide, royalty free license to store, transmit, process, display and make copies of your Content solely to provide the Service, and to measure usage, to bill for it, to detect, investigate and prevent abuse, spam, malware and any breach of the Acceptable Use Policy, to protect the Service and its users, and to comply with law.

11.3 Your representations

You represent and warrant that you hold the rights needed to store the Content with us, and that the Content does not infringe the rights of any third party.

11.4 Limits on our use

We do not use your Content for advertising or for profiling. We process it through the spam and phishing filter, which scores messages at delivery and learns from spam and ham marks as described in the Privacy Policy; an account that turns on encryption at rest can opt out of classifier training. We do not train a general-purpose model on your Content. We disclose your Content only as the Privacy Policy describes, or on valid legal process, and we notify the account holder where the law permits.

11.5 Backups

You are responsible for your own backups of any Content you cannot afford to lose, except to the extent a Contract provides otherwise.

12. Export, retention and deletion

12.1 Export

You may export your Content at any time using the tools provided in the Service.

12.2 Retention after cancellation

After a cancellation or a refund, the Account remains available to read and export for 30 days, after which the Content is deleted. Mail you delete yourself is recoverable for 30 days. Point in time recovery is available for the window stated in the Service. Mail is otherwise retained until you delete it.

12.3 Deletion on closure

Closing a Sysplore Cloud account is permanent and immediate. Everything on the account is deleted at closure, including backups, and closure cannot be undone. A deleted account cannot be restored after the applicable window.

12.4 Legal retention

We may retain records where the law requires it, including billing, tax and dispute records, as described in the Privacy Policy.

12.5 Recovery, and a holder who is deceased or insolvent

If you lose access to the email address on the Account, or if the account holder is deceased or insolvent, we act only on valid legal process or on a lawful request from an authorized representative. We may ask for evidence of authority before we export or close the Account, and we handle the request in accordance with the Privacy Policy.

13. Domains

You own each domain you register. You are responsible for the registration and the renewal of each domain, and for the accuracy of its registration data.

We verify your control of a domain before we serve it. We may create and manage the domain name system records required to deliver and authenticate mail, which may include mail exchange records, Sender Policy Framework, DomainKeys Identified Mail, Domain-based Message Authentication Reporting and Conformance, MTA-STS and DANE records. You must not remove or alter those records while the Service is in use.

A domain dispute between you and a third party is between you and that third party, and not with us.

On cancellation, we remove the domain name system records we created for the Service, and we delete them once the Service is no longer active for that domain.

14. Sysplore Mail terms

Sysplore Mail is intended for person to person correspondence and for transactional mail sent by your own systems to your own users. You must not send unsolicited bulk or marketing mail, use purchased lists, conduct cold outreach at volume, or send mail without valid consent where consent is required. You must provide valid sender authentication, include a working unsubscribe mechanism where permitted mail is sent, and observe the published sending limits for your plan.

A new domain starts below the daily allowance and ramps up over its first days.

We may throttle, filter, quarantine or suspend sending without prior notice where a limit is exceeded, where our sending infrastructure or a third party reputation is at risk, or where a spam or malware complaint is received. We cooperate with a receiving provider in an abuse investigation.

The spam and phishing filter processes the content of a message at delivery as described in section 11.4 and in the Privacy Policy. Apart from that filter, the abuse, security and compliance purposes in section 11, and the operation of the Service, we do not read mail content. Lawful interception or disclosure happens only on valid legal process, and we notify the account holder where the law permits.

15. Sysplore Workspace terms

Storage is allocated per seat. You are responsible for what you share through external sharing and guest access and with whom you share it. A guest is not our customer. You must remove a guest when access is no longer required. File versions are retained for the window stated in the Service.

You must not use the Service to store content you have no right to store. A third party application you connect is governed by its own terms. Meetings and recordings are your responsibility, including obtaining any consent required by law from the participants.

16. Sysplore Cloud terms

Payment for Sysplore Cloud follows section 8, including the possibility that the seller is a Merchant of Record.

Sysplore Cloud is billed by the hour, rounded up to the next hour, and resources are charged for the time they exist on the account whether or not they are running, because capacity is reserved for them. A monthly maximum applies where one is stated for the plan. Deleting a resource stops the charge for it. Closing the account is permanent and immediate, and you must delete your resources to stop charges if you wish to keep the account open.

17. Acceptable use

Your use of the Products and Sysplore Cloud is subject to our Acceptable Use Policy, which is incorporated into these Terms by reference. The Acceptable Use Policy applies to the Products and to Sysplore Cloud, and does not apply to Professional Services, which are governed by the Contract. A breach of the Acceptable Use Policy is a breach of these Terms.

18. Prohibited and unauthorized use

You will not, and will not permit any End User or other person to, directly or indirectly:

1. reverse engineering, decompilation, disassembly or any other attempt to derive the source code, object code or underlying structure of a Service, except to the extent the law prohibits that restriction or an open source license that governs a component expressly permits it;
2. copy, modify, translate or create derivative works of a Service, except as expressly permitted by us or by an open source license that governs a component;
3. remove or alter any proprietary notice on a Service;
4. use a Service, or its output, for benchmarking or competitive analysis, or to develop, commercialize or sell a product or service that competes with a Service;
5. circumvent any limit or quota that applies to a Service;
6. resell, sublicense, rent, lease, time share or otherwise make a Service available to a third party without our prior written consent;
7. interfere with, or access without authority, the networks, systems or data we use to provide a Service;
8. use a Service to engage in a fraudulent, deceptive or harmful activity, including spam, phishing or the distribution of malware;
9. impersonate any person or entity or misrepresent your affiliation with any person or entity; or
10. use a Service in any manner that infringes or misappropriates the rights of another, or that violates applicable law.

19. Service license

We grant you a limited, revocable, non exclusive, non transferable, non sublicensable right to access and use the Service for your own internal business or personal purposes, during the subscription term, for the number of seats, mailboxes and storage you have purchased. You are responsible for your End Users and for their compliance with these Terms.

20. Intellectual property

20.1 Our rights

We and our licensors retain all right, title and interest in the Services, including the software, the website, the documentation and our trade marks, service marks, logos and trade names. Nothing in these Terms grants you any right to use our marks without our prior written consent. We reserve all rights not expressly granted to you.

20.2 Your rights

You retain all right, title and interest in your Content and in your own intellectual property. Subject to payment in full of the fees due for a Professional Services engagement, and unless the Contract provides otherwise, you own the work product created for you under that engagement. We retain ownership of our pre existing materials, our know how and our general skills.

21. Open source components

A Service includes open source components supplied under their own licenses. Those licenses govern those components. Nothing in these Terms restricts any right you have under such a license, and we do not separately warrant those components.

22. Third party products

A Service may be used with Third Party Products, including mail and calendar clients, browsers and services you choose to connect. Those products are governed by their own terms and privacy policies, and we are not responsible for them. Enabling an integration authorizes us to disclose the data needed to operate it. We may change, suspend or withdraw an integration at any time.

23. Artificial intelligence features

23.1 Output

A feature may generate output using a model. Due to the nature of these features, output may be inaccurate, incomplete or unsuitable for your purpose, and it may not be unique. Output supports and does not replace your own judgment, and you must review it before you rely on it.

23.2 Prohibited uses

You must not use a Service for automated decision making that produces legal or similarly significant effects on an individual, for another high risk use, or for any use that requires professional legal, medical, financial or accounting advice.

23.3 Your input and output

Your input and the output are your Content. We do not train a general-purpose model on your Content. The spam filter learns from message patterns as described in the Privacy Policy.

23.4 Professional Services

For Professional Services, we may provide an assessment at no cost. An engagement may cover open weight models running on your hardware or a hosted model under a data agreement. Model names are not published. Compute and hardware procurement is not part of the engagement.

24. Confidentiality

Each party may receive Confidential Information from the other. The receiving party will (i) protect it with at least the degree of care it uses for its own confidential information of like kind and no less than reasonable care, (ii) use it only to perform its obligations under these Terms, and (iii) disclose it only to those of its personnel and advisers who need it and who are bound by confidentiality obligations no less protective than these.

These obligations do not apply to information that is or becomes public through no breach of these Terms, that the receiving party lawfully held before disclosure, that it develops independently, or that it lawfully receives from a third party. Where the law compels disclosure, the receiving party gives the disclosing party prompt notice where the law permits, discloses only the minimum required, and provides reasonable assistance to the disclosing party at the disclosing party's cost.

25. Publicity

You grant us a non exclusive, royalty free license to use your company name and logo to identify you as a customer on our website and in our other communications, in accordance with any written brand guidance you give us. You may withdraw that license at any time in writing, after which we stop using your name and logo within 30 days.

26. Feedback

You may provide Feedback to us. You represent and warrant that you have the right to send the Feedback, that it does not violate the rights of any third party, and that it contains no third party confidential information. You grant us a perpetual, irrevocable, worldwide and royalty free license to use the Feedback, without compensation and without attribution, and you acknowledge that we may already have something similar under consideration or in development.

27. Data protection

The Privacy Policy explains how we handle personal data. Where we process personal data on your behalf in connection with a Product, you act as the controller and we act as the processor, and we process that data on your documented instructions. Where a Data Processing Agreement or a Business Associate Agreement is required, we enter into one before the relevant processing begins. Our subprocessors are listed on the Subprocessors page, which forms part of the Privacy Policy. The region you choose at sign up, the European Union or the United States, determines where your Content is stored, as described in section 6.3.

28. Service levels

We target 99.9 percent availability for the Products. That figure is an availability target and not a contractual service level, and no credit is offered against it. Where a Contract contains a service commitment, that commitment prevails over this section.

29. Warranties and disclaimers

We will provide the Services with reasonable skill and care, and we will remedy a failure to do so.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE", AND WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON INFRINGEMENT. WE DO NOT WARRANT THAT A SERVICE WILL BE UNINTERRUPTED, TIMELY, ERROR FREE OR COMPLETELY SECURE, OR THAT IT WILL MEET YOUR REQUIREMENTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM US CREATES ANY WARRANTY NOT STATED IN THESE TERMS.

Nothing in this section excludes any warranty the law does not permit us to exclude, and nothing in these Terms affects your statutory rights.

30. Limitation of liability

SUBJECT TO THE REMAINDER OF THIS SECTION, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS IS LIMITED TO THE FEES YOU PAID US IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR, WHERE GREATER, THE AMOUNT YOU PAID FOR THE AFFECTED SERVICE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFIT, REVENUE, BUSINESS, GOODWILL, ANTICIPATED SAVINGS OR DATA, WHETHER OR NOT THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS.

The following are not limited by the cap in this section: your payment obligations, a breach of the Acceptable Use Policy, a breach of section 24, an infringement of intellectual property rights, and the indemnity in section 31.

NOTHING IN THESE TERMS LIMITS OR EXCLUDES LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, OR FOR FRAUD OR FRAUDULENT MISREPRESENTATION. WHERE YOU ARE A CONSUMER, NOTHING IN THESE TERMS AFFECTS ANY RIGHT YOU HAVE UNDER THE CONSUMER LAW OF THE COUNTRY IN WHICH YOU RESIDE.

31. Indemnification

You will defend, indemnify and hold harmless Sysplore, its officers, directors, employees and agents against any claim, loss, liability, cost or expense, including reasonable legal fees, arising out of your use of the Services, your Content, your breach of these Terms or of the Acceptable Use Policy, or your breach of any law or of the rights of a third party.

You must notify us promptly of a claim. We may control the defense and the settlement of a claim, and you will cooperate with us in that defense and settlement. Where you are a consumer, your obligation under this section extends only to claims arising from your own breach.

32. Force majeure

Neither party is liable for a failure or delay in performance caused by an event beyond its reasonable control, including an act of God, war, civil unrest, labor dispute, failure of a public network, failure of a third party service on which the Service depends, failure of a payment provider or an identity provider, governmental action or an act of a competent authority. The affected party gives prompt notice and uses reasonable efforts to resume performance.

33. Governing law and dispute resolution

These Terms are governed by the laws of the State of Wyoming, United States, without regard to its conflict of laws principles. Where you are a consumer, you retain the protection of the mandatory consumer law of the country in which you reside, and this section does not deprive you of that protection.

The parties will first attempt to resolve any dispute by good faith negotiation. Either party may begin that process by giving the other written notice at [email protected] describing the dispute.

If the dispute is not resolved within 30 days of that notice, then a dispute between us and a business customer, and a dispute relating to Professional Services, is finally resolved by binding arbitration conducted in Sheridan, Wyoming, before a single arbitrator, under the rules of the American Arbitration Association. A consumer may bring a claim in the courts of the country in which the consumer resides, where the law gives that right, and nothing in this section requires a consumer to arbitrate.

Each party bears its own legal costs, except where the law or an arbitral award provides otherwise.

34. Term, termination and survival

These Terms apply for as long as you use a Service. Both parties may terminate as provided in sections 9 and 35. Sections that by their nature should survive termination, including sections on intellectual property, confidentiality, liability, indemnity and governing law, survive termination. Termination of a Subscription does not terminate a Professional Services engagement, which terminates in accordance with its Contract.

35. Suspension

We may suspend a Service, in whole or in part, without prior notice where that is necessary, if any of the following applies:

1. there is a threat or an attack on our systems;
2. there is a security risk to us or to another customer;
3. there is fraud or illegal activity;
4. a legal prohibition applies;
5. there is a suspected breach of these Terms or of the Acceptable Use Policy, as well as a confirmed one;
6. there is non payment under section 8.

We are not liable to you for a suspension made on any of these grounds, and a suspension does not affect your payment obligations.

36. Changes to the Services

We may add, change, replace, suspend or withdraw a feature of a Service. A preview, beta or early access feature is provided "as is" and is subject to change. Not every feature is available in every country, language or client application. Where a change materially reduces the functionality you purchased, you may cancel the affected Subscription under section 9.

37. Changes to these Terms

We may amend these Terms. We publish the amended version on this page with a revised "Last updated" date and a new version identifier. Where an amendment is material, we give customers of the Products at least 30 days notice by email before it takes effect. Continued use of a Service after an amendment takes effect constitutes acceptance of the amended Terms. If you do not accept an amendment, you may cancel the affected Subscription under section 9. The version of these Terms in force at the time of a charge governs that charge.

38. Miscellaneous

Entire agreement. These Terms, together with the Acceptable Use Policy, the Refund Policy and the Privacy Policy, and any Contract, Data Processing Agreement, Business Associate Agreement or service level agreement between us, constitute the entire agreement between you and us and supersede any prior agreement on the same subject. Any term in a customer purchase order or similar document is null and void.

Severability. If any provision of these Terms is held to be invalid or unenforceable, that provision is amended or severed to the minimum extent necessary to give effect to the parties' intent, and the remaining provisions remain in full force and effect.

No waiver. A failure or delay in exercising a right under these Terms is not a waiver of that right, and a single or partial exercise does not preclude any further exercise.

Assignment. You may not assign these Terms without our prior written consent, and any attempted assignment in violation of this paragraph is void. We may assign these Terms in connection with a merger, an acquisition or a sale of substantially all of our assets.

Notices. Notices to you are sent by email to the address on the Account. Formal legal notices to us are sent to [email protected] and by registered or certified mail to our registered address at Sysplore LLC, 30 N Gould St Ste N, Sheridan, WY 82801, United States. An email notice is deemed received on the next Business Day after it is sent, and a mailed notice is deemed received 5 Business Days after it is sent.

Relationship. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship.

Headings. Headings are for convenience only and do not affect the interpretation of these Terms.

Third party rights. A person who is not a party to these Terms has no right to enforce them, except where the law provides otherwise, and except that Apple and its subsidiaries are third party beneficiaries in respect of an application obtained from the Apple App Store, as stated in section 39.

Language. These Terms are drafted in English, and the English version prevails over any translation.

Claims period. Neither party may bring an action arising out of or relating to these Terms more than one year after the cause of action arose, except for an action for non payment and an action for breach of intellectual property rights.

39. Application marketplaces

Where you obtain an application from the Apple App Store, the following applies.

These Terms are between you and us, and not with Apple. We, and not Apple, are responsible for the application and its content. Apple has no obligation to provide maintenance or support for the application. On a failure of any warranty, you may notify Apple, and Apple may refund the purchase price of the application, and, to the maximum extent permitted by law, Apple has no other warranty obligation. Apple is not responsible for any claim relating to the application, including product liability, regulatory non compliance and consumer protection claims. We, and not Apple, are responsible for the investigation, defense, settlement and discharge of any intellectual property infringement claim relating to the application. You must comply with applicable third party terms when using the application. Apple and its subsidiaries are third party beneficiaries of these Terms and may enforce them against you.

Where you obtain an application from the Google Play Store, the following applies.

These Terms are between you and us, and not with Google. We, and not Google, are responsible for the application and its content. Google has no obligation to provide maintenance or support for the application. Google is not responsible for any claim relating to the application, including product liability, regulatory non compliance and consumer protection claims. We, and not Google, are responsible for the investigation, defense, settlement and discharge of any intellectual property infringement claim relating to the application. You must comply with applicable third party terms when using the application. Google and its subsidiaries are third party beneficiaries of these Terms and may enforce them against you.

40. Contact

For questions about these Terms, or for legal notices:

Email: [email protected]

For customer support and billing enquiries: [email protected]

Post: Sysplore LLC, 30 N Gould St Ste N, Sheridan, WY 82801, United States