DEEPMAIL, INC.

TERMS OF SERVICE

DeepMail, Inc. ("DeepMail") provides its services to you subject to the following Terms of Service ("TOS") and DeepMail's Privacy Policy. In addition, when using specific Services, you will be subject to any guidelines or rules applicable to these Services, which DeepMail may communicate to you or post from time to time. These guidelines or rules and DeepMail's Privacy Policy shall be deemed part of the TOS. You cannot use the Services until you have accepted the TOS.

1.       DESCRIPTION OF THE SERVICES

DeepMail currently provides online email and related services (the "Services"). Unless explicitly stated otherwise, any new features that augment or enhance the current Services will be subject to the TOS.

2.       WHAT YOU MUST DO TO USE THE SERVICES

In order to use the Services, you must obtain access to the World Wide Web, either directly or through devices that access Web-based content, and pay any service fees associated with such access. You must provide all equipment necessary to make such connection to the World Wide Web, including a computer and modem or other access device(s).

3.       YOUR REGISTRATION INFORMATION MUST BE ACCURATE, CURRENT AND COMPLETE

In accepting the TOS, completing the registration process and using the Services, you become the master account holder. As the master account holder, you agree to: (a) provide true, accurate, current and complete information about yourself and any sub-account holders as prompted by the registration form for the Services (such information being the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or DeepMail has reasonable grounds to believe that such information is untrue, inaccurate, not current or incomplete, DeepMail has the right to suspend or terminate your account and to refuse any and all current or future use of the Services (or any portion thereof). In order to register for the Services, you must be at least 18 years old. If you are not yet 18 years old, you may still use the Services under the condition that the account is created and registered by your parent or guardian.

DeepMail provides you with a limited, non-exclusive license for no more than the term of your subscription period to use the email address you select for your master account. DeepMail also allows you to sign up additional sub-accounts or email addresses of your choice. You may not use an email address that is used by someone else, and your email address cannot be vulgar, or be used in any way that violates other parts of the TOS. As the master account holder, you are responsible for all activity on your account and on any of the sub-accounts. Because you are responsible for all use of your account, you should supervise the use of your account by others. It is important that you not reveal your password to other users and DeepMail will never ask you for your password. You agree not to reveal your password to other users and you agree to indemnify and hold DeepMail harmless for any improper or illegal use of your account. This includes illegal or improper use by someone to whom you have given permission to use your account. Your account is at risk if you let someone use it inappropriately.

4.       YOUR OBLIGATION TO PAY FEES

You agree to pay all subscription, service and use fees, if any, DeepMail charges you for the Services. All fees are payable by credit card. For most billing plans we will be charging your designated card every month, but some charges may accumulate on your account before they are charged to your card. Every time you use the Services, you re-affirm that DeepMail is authorized to charge your credit card for the Services. You agree to pay all costs (including attorney's fees), if any, incurred by DeepMail in collecting overdue fees from you, and to pay a late charge on any overdue fees at a rate equal to the lesser of 1.5% per month or the maximum rate allowed under applicable law. You also agree to pay all foreign, federal, state and local taxes and surcharges applicable to your access, use or receipt of the Services. If you have registered for the Services as a trial member, you should understand that your free trial starts on the date of your initial sign-on and to avoid being charged a subscription fee, you must cancel your account before the end of that trial period. As the master account holder, you are responsible for all charges, fees, duties, taxes, and assessments arising out of the use of the Services. This includes any applicable charges, fees, duties, taxes, assessments and purchases made by you or anyone you allow to use your account or sub-accounts, including your children, other members of your family or friends, employees and co-workers. This means that, unless your account or credit card information is obtained unlawfully or fraudulently by someone other than those authorized to use your account or sub-accounts, you will be responsible for all usage and purchases under your account or sub-accounts. DeepMail may provide you access to third-party vendors, who provide content, goods and/or services on the Service or the Internet. Any separate charges or obligations you incur in your dealings with these third parties are your responsibility and are not part of the fee charged for the Services.

5.       ACCESS, PASSWORDS AND SECURITY

As the master account holder you may provide and assign access and passwords to the number of users you designate under your account. You will be responsible for the confidentiality and use of your user name(s), password(s), email address(es), and account number(s). You will be responsible for all electronic communications, including account registration and other account holder information, email, and other data ("Electronic Communications") entered through or under your user name(s), password(s), email address(es), or account number(s). DeepMail will act as though any Electronic Communications it receives under your user name(s), password(s), email address(es), or account number(s) will have been sent by you. You agree immediately to notify DeepMail if you become aware of any loss or theft or unauthorized use of any of your user name(s), password(s), email address(es), and/or account number(s).

6.       THE WAY WE HANDLE ELECTRONIC COMMUNICATION BETWEEN YOU AND DEEPMAIL

You acknowledge, agree, warrant and represent to the following with respect to use of Electronic Communications to and/or through the Services:

A.       DeepMail shall be entitled, but is not obligated, to review or retain your Electronic Communications for your compliance with the TOS and the security of the Services. DeepMail may also review or retain Electronic Communications for other reasons that DeepMail believes in good faith will improve the quality of the Services;

B.       DeepMail may disclose Electronic Communications if required to by law or in the good-faith belief that such disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce the TOS; (iii) respond to claims that any Electronic Communications violate the rights of third parties; or (iv) protect the rights, property, or personal safety of DeepMail, its users or others;

C.      You will not use any Electronic Communication for any purpose that is unlawful, abusive, harassing, libelous, defamatory, hateful, obscene or threatening;

D.      You will not send unsolicited bulk email or junk email or cause unsolicited bulk email or junk email to be sent by someone else. Any violation of this provision can subject your account to immediate termination and further legal action.

E.       You will not upload, post, reproduce or distribute any information, software or other material protected by copyright or any other intellectual property right (as well as rights of publicity and privacy) without first obtaining the permission of the owner of such rights;

F.       That all information, communications, software, photos, text, video, graphics, music, sounds, images and other material submitted by you to or through the Services are solely owned by you or are provided with the express authority of the applicable owner(s) and do not infringe upon any other individual's or organization's rights (including, without limitation, intellectual property rights).

That by submitting any such material to any public area (e.g., chat rooms, bulletin boards, etc.), you automatically grant DeepMail a royalty-free, perpetual, irrevocable, worldwide, transferable, non-exclusive right and license to use, reproduce, sell, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such material in whole or part and/or to incorporate it in other works in any form, media, or technology now known or later developed for the full term of any rights that may exist in such material.

That the holder of any rights, including moral rights, in such content has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license to DeepMail stated above.

That you will retain all right, title and interest in all information, data and other materials uploaded by you to any non-public areas of the Services.

G.      You will abide by U.S. and other applicable export control laws and not to transfer, by electronic transmission or otherwise, any content or software subject to restrictions under such laws to a national destination prohibited under such laws, without first obtaining, and then complying with, any requisite government authorization. You further agree not to upload to or through the Services any data or software that cannot be exported without prior written government authorization, including, but not limited to, certain types of encryption software. This assurance and commitment shall survive termination of the TOS. Control laws currently prohibit the export of any browser with 128-bit encryption, including Internet Explorer;

H.      You will not in any way express or imply that any opinions contained in your Electronic Communications are endorsed by DeepMail;

I.         You agree that DeepMail may provide notices, statements and other communications to you solely through email, posting on the Services or other electronic transmission; and

7.       SECURITY OF DATA TRANSMISSION

You agree to use software produced by third parties, including, but not limited to, "browser" software that supports a data security protocol compatible with the protocol used by DeepMail. Until notified otherwise by DeepMail, you agree to use software that supports the Secure Socket Layer (SSL) protocol or other protocols accepted by DeepMail and to follow DeepMail’s logon procedures. You acknowledge that DeepMail is not responsible for notifying you of any upgrades, fixes or enhancements to any such software or for any compromise of data transmitted across computer networks or telecommunications facilities, including, but not limited to, the Internet. You acknowledge that it is possible that Electronic Communications may be accessed by unauthorized third parties when communicated between you and DeepMail using the Internet, other network communications facilities, telephone or any other electronic means.

8.       GENERAL PRACTICES REGARDING USE OF THE SERVICES

You acknowledge that DeepMail may establish general practices and limits concerning use of the Services. You further acknowledge that DeepMail reserves the right to change these general practices and limits at any time, upon notice as provided in Section 19 below.

9.       SECURITY AND STORAGE OF ELECTRONIC COMMUNICATIONS

The security of your Electronic Communications may be maintained through the use of data encryption, data security protocols, passwords and other methods which DeepMail may employ, or which DeepMail may suggest or require that you employ. You agree that DeepMail has no responsibility or liability either for the deletion or failure to store any Electronic Communications transmitted by you or anyone else to or through the Services or the operation, or failure, or weakness, of any data encryption, data security protocols, passwords or other security methods employed by DeepMail.

10.    DEEPMAIL’S PROPRIETARY RIGHTS

You acknowledge and agree that the Services and any necessary software used in connection with the Services ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that the text, graphics, sounds, images and other material ("Content") presented to you on or through the Services, including, but not limited to, Content or information presented on the DeepMail web site, is owned by DeepMail and third parties and is also protected by applicable intellectual property and other laws. You agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Content, the Services or the Software, in whole or in part. You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of the Content, the Services or the Software, use of the Content, the Services or the Software, or access to the Content, the Services or the Software. DeepMail grants you a non-transferable, non-exclusive and terminable right and license to use the object code of its Software only on a server controlled by DeepMail and only in connection with your use of the Services; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble, disassemble, or decompile the Software or any part thereof or otherwise attempt to discover any source code, or sell, assign, sublicense, grant a security interest in or otherwise transfer any right in or to the Software. You agree not to modify the Software in any manner or form, or to use modified versions of the Software, including, without limitation, for the purpose of obtaining unauthorized access to the Services. You may not violate or attempt to violate the security of the Services or use the Services to violate the security of other web sites by any method, including, without limitation, (a) accessing data not intended for you or logging into a server or account which you are not authorized to access, (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization, (c) attempting to interfere with service to any member or user of the Services, host or network, including, without limitation, by submitting a virus to or through the Services or by spamming, (d) sending unsolicited email, including promotions and/or advertising of products or services, or (e) forging any DeepMail packet header or any part of the header information in any email or other posting. Violations of system or network security may result in civil or criminal liability. DeepMail may investigate violations of the TOS agreement and may involve and cooperate with law enforcement authorities in prosecuting users and members of the Services and others who are involved in such violations. In addition, the use of the system for Nigerian Spam Messages is subject to a charge of $100,000 per message. All other spam is chargeable at a rate of $100 per message.

11.    TRADEMARK INFORMATION

"DeepMail," the DeepMail logo, and other DeepMail trademarks, service marks, logos and product and service names are marks of DeepMail (the "DeepMail Marks"). You agree not to display or use the DeepMail Marks in any manner without DeepMail’s express prior written permission.

12.    DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

A.       YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. DEEPMAIL EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

B.       DEEPMAIL MAKE NO WARRANTY THAT (i) THE SERVICES WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS, (iv) THAT THE SECURITY METHODS EMPLOYED WILL BE SUFFICIENT, (v) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, OR (vi) ANY ERRORS IN THE SOFTWARE OR SERVICES WILL BE CORRECTED.

C.      NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM DEEPMAIL, OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS.

D.      DEEPMAIL SHALL NOT BE LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE UNDER THESE TOS RESULTING DIRECTLY OR INDIRECTLY FROM FORCE MAJEURE EVENTS.

13.    LIMITATION OF LIABILITY

IN NO EVENT WILL DEEPMAIL BE LIABLE TO YOU OR ANYONE ELSE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR INDIRECT DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE ITEMS) EVEN IF DEEPMAIL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. YOU AGREE THAT THE LIABILITY OF DEEPMAIL ARISING OUT OF ANY KIND OF LEGAL CLAIM (WHETHER IN CONTRACT, TORT OR OTHERWISE) IN ANY WAY CONNECTED WITH THE SERVICES WILL NOT EXCEED THE AMOUNT YOU PAID FOR THE SERVICES. DeepMail shall not be liable for any loss resulting from a cause over which DeepMail does not have direct control, including but not limited to failure of electronic or mechanical equipment or communication lines; telephone or other interconnect problems; bugs, errors, configuration problems or incompatibility of computer hardware or software; failure or unavailability of Internet access; problems with Internet service providers or other equipment or services relating to your computer; problems with intermediate computer or communications networks or facilities; problems with data transmission facilities or your telephone or telephone service; or unauthorized access, theft, operator errors, severe weather, earthquakes or labor disputes. DeepMail is not responsible for any damage to your computer, software, modem, telephone or other property resulting from your use of the Services. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

14.    INDEMNITY

You agree to defend, indemnify and hold DeepMail harmless from and against any and all claims, losses, liability costs and expenses (including but not limited to attorneys' fees) arising from your violation of the TOS, state or federal laws or regulations, or any third party's rights, including but not limited to infringement of any copyright, violation of any proprietary right and invasion of any privacy rights. This obligation will survive the termination of the Services.

15.    MODIFICATIONS TO OR DISCONTINUATION OF THE SERVICES

DeepMail reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) upon notice to you. You agree that DeepMail shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services.

16.    TERMINATION OF THE SERVICES

You agree that DeepMail, in its sole discretion, may terminate your password, account (or any part thereof) or use of the Services, and remove and discard any Electronic Communications within the Services, if DeepMail believes that you have violated or acted inconsistently with the letter or spirit of these TOS or for any other reason or for no reason whatsoever. DeepMail may also in its sole discretion and at any time discontinue providing the Services, or any part thereof. You agree that any termination of your access to the Services under any provision of these TOS may be effected upon notice to you, and acknowledge and agree that thereafter DeepMail may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files and the Services; however, in the event that your Services with DeepMail terminates, DeepMail will use commercially reasonable efforts to return your Electronic Communications to you electronically, in an appropriate format selected by DeepMail, as promptly as is reasonably possible after such termination, provided you have requested DeepMail to return such Electronic Communications to you and that you have complied with the TOS and have paid in full all amounts owed to DeepMail. Further, you agree that DeepMail shall not be liable to you or any third party for any termination of your access to the Services; provided, however, that if the termination is unrelated to your acts or omissions DeepMail will refund the pro rata portion (in units of complete, unused, months only) of any fee that may have been paid by you for the portion of the Services not furnished to you as of the date of such termination.

You may cancel your subscription at any time. You understand and agree that the cancellation of your subscription is your sole right and remedy with respect to any dispute with DeepMail. This includes, but is not limited to, any dispute related to, or arising out of: (1) any term of the TOS or DeepMail’s enforcement or application of the TOS; (2) any policy or practice of DeepMail, including the DeepMail Privacy Policy, or DeepMail’s enforcement or application of these policies; (3) your ability to access and/or use the Services; or (4) the amount or type of fees, surcharges, applicable taxes, billing methods, or any change to the fees, applicable taxes, surcharges or billing methods. You can cancel your subscription by delivering notice to cancellation@deepmail.com. DeepMail reserves the right to collect fees, surcharges or costs incurred before you cancel your subscription. In addition, you are responsible for any charges incurred to third parties prior to your cancellation.

17.    DEALINGS WITH THIRD PARTIES

Your correspondence or business dealings with, or participation in promotions of, third parties found on or through the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party. You agree that DeepMail shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such third party on or through the Service.

18.    LINKS

The Services may provide, or third parties may provide, links to other World Wide Web sites or resources. Because DeepMail has no control over such sites and resources, you acknowledge and agree that DeepMail is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that DeepMail 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 site or resource.

19.    NOTICES

Notices to you from DeepMail may be made by either email or regular mail. DeepMail may also provide notices to you of changes to the TOS, modification or termination of the Services or other matters by displaying notices or links to notices on the Services.

20.    MODIFICATIONS

DeepMail may modify the TOS and/or the fees for the Services and/or the billing methods used by DeepMail upon notice to you. If DeepMail sends you notice, via email, posting on the Services or otherwise, of a modification, you confirm your acceptance of the modification by not canceling your subscription to the Services and/or by continuing to use the Services. If you do not agree to the modifications proposed by DeepMail, or to any of the terms in the TOS, your only remedy is to cancel your subscription to the Services.

GENERAL PROVISIONS

The TOS constitute the entire agreement between you and DeepMail and govern your use of the Services, superseding any prior agreements between you and DeepMail with respect to the subject matter contained in the TOS. The TOS may only be modified or amended as set forth above in Section 19 or otherwise in a writing signed by DeepMail and you. The laws of the State of New York shall govern the TOS and the relationship between you and DeepMail. You and DeepMail agree to submit to the personal and exclusive jurisdiction of the courts located within the county of New York, New York. The failure of DeepMail to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any provision of the TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the TOS shall remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or the TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred. The Section titles in the TOS are for convenience only and have no legal or contractual effect.