Terms of Service

Effective date: 1 March 2024 · Version 1.2

These Terms of Service (the “Terms”) constitute a binding agreement between you (“you”, “your”, or “Member”) and Elitemail LLC, a California limited liability company with its principal place of business at 548 Market Street, Suite 35410, San Francisco, California 94104 (“Elitemail”, “we”, “us”, or “our”), governing your use of the Elitemail private correspondence service and any associated websites, applications, and member portals (collectively, the “Service”).

1. Acceptance of these terms

By submitting an application for membership, accepting an invitation, or accessing any portion of the Service, you acknowledge that you have read these Terms, the Privacy Policy, and any tier-specific service descriptions, and that you agree to be bound by them. If you do not agree to these Terms in their entirety, you may not use the Service.

2. Description of the service

Elitemail provides a private, end-to-end encrypted electronic mail service intended for individual principals, family offices, professional advisors, and analogous Members for whom heightened discretion is appropriate. The Service includes mailbox hosting, custodial support, archival storage, optional alias domains, and such additional features as are described in the membership tier elected by the Member.

The Service is presently operating in a private beta phase. Certain features may be added, modified, or temporarily withdrawn without prior notice during this phase. Material modifications affecting paying Members will be communicated in writing to the address of record.

3. Eligibility and membership

Membership in Elitemail is by invitation only and is extended at the sole discretion of the Membership Office. Submission of an expression of interest does not constitute an offer, and acceptance is not assured.

To be eligible for membership, you must be: (i) at least eighteen (18) years of age, or the age of majority in your jurisdiction of residence, whichever is greater; (ii) legally capable of entering into a binding contract; and (iii) not subject to any sanctions list, denied-persons list, or analogous restriction administered by the United States, the European Union, the United Kingdom, or the United Nations.

We reserve the right to verify the identity of any applicant or Member, and to decline or terminate membership where verification is unsuccessful or where, in our reasonable judgment, continued service would be inappropriate.

4. Account responsibilities

You are responsible for safeguarding the credentials and cryptographic keys associated with your account. Owing to the architecture of the Service, Elitemail cannot recover plaintext correspondence in the event that you lose access to your keys; recovery options must be configured by you in advance. You agree to:

• Maintain the confidentiality of your passphrases and recovery materials;
• Notify your custodian promptly of any suspected unauthorised access;
• Provide accurate and complete information at registration and keep such information current;
• Use the Service only for your own correspondence or that of persons within your household or organisation expressly permitted by your membership tier.

5. Fees and billing

Membership fees are billed quarterly in advance in accordance with the elected tier. All fees are stated in United States dollars and are exclusive of any applicable taxes, levies, or withholdings, which are your responsibility. Fees are non-refundable except where required by applicable law or expressly stated in a separate written agreement.

We may revise fees with at least ninety (90) days’ written notice. If you decline a fee revision, you may terminate your membership at the end of the then-current billing quarter without penalty.

6. Acceptable use

You may not use the Service, or permit any person under your account to use the Service, to:

• Transmit unsolicited bulk electronic communications of any kind;
• Distribute malware, viruses, or other harmful code;
• Engage in fraud, identity theft, or any activity prohibited by applicable law;
• Harass, threaten, or facilitate violence against any person;
• Distribute material that sexually exploits or endangers minors;
• Infringe the intellectual property or privacy rights of any person;
• Attempt to compromise the security or integrity of the Service or the accounts of other Members;
• Use the Service to provide a competing mail-relay or commercial mail service to third parties.

We reserve the right to investigate suspected violations and, where warranted, to suspend or terminate accounts. Reports of suspected violations may be directed to conduct@elitemail.online.

7. Member content and ownership

As between you and Elitemail, you retain all right, title, and interest in and to the contents of your correspondence and archive (“Member Content”). You grant us a limited, non-exclusive licence to process Member Content solely as necessary to operate, maintain, and improve the Service. We acquire no other rights in Member Content.

8. Confidentiality and encryption

The Service is engineered such that Member Content at rest and in transit is encrypted using keys held by, or derived from secrets known only to, the Member. Elitemail personnel cannot, in the ordinary course, decrypt the contents of a Member’s mailbox. Metadata necessary to deliver mail (such as sender, recipient, timestamp, and message size) is processed in accordance with the Privacy Policy.

Where Elitemail receives a lawfully binding request from a competent authority, we will produce only such information as is in our possession and within the scope of the request. Where permitted by law, the affected Member will be notified.

9. Suspension and termination

We may suspend or terminate your access to the Service, with or without notice, if: (i) you materially breach these Terms; (ii) we are required to do so by law; (iii) continued service would expose Elitemail or other Members to material risk; or (iv) you fail to pay any sum properly due.

You may terminate your membership at any time by written notice to the Membership Office. Upon termination, Elitemail will provide an export of your archive in a standard format for a period of thirty (30) days, after which Member Content will be permanently deleted from our active systems.

10. Warranties and disclaimers

Elitemail will provide the Service with reasonable care and in a manner consistent with the practices of comparably situated providers of private correspondence services. Except as expressly set out in these Terms, the Service is provided “as is” and Elitemail disclaims all other warranties, whether express, implied, statutory, or otherwise, including any warranty of merchantability, fitness for a particular purpose, or non-infringement.

11. Limitation of liability

To the maximum extent permitted by applicable law, Elitemail’s aggregate liability arising out of or related to these Terms or the Service shall not exceed the fees paid by you to Elitemail in the twelve (12) months preceding the event giving rise to the liability. Elitemail shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including loss of profits, loss of business, or loss of data, even if advised of the possibility of such damages.

12. Indemnification

You agree to indemnify, defend, and hold harmless Elitemail, its officers, directors, employees, and agents from and against any claim, demand, loss, damage, cost, or expense (including reasonable attorneys’ fees) arising out of or related to: (i) your breach of these Terms; (ii) your Member Content; (iii) your violation of any law or the rights of any third party; or (iv) your wilful misconduct or gross negligence.

13. Dispute resolution and governing law

These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-laws principles. Any dispute, controversy, or claim arising out of or relating to these Terms shall be finally resolved by binding arbitration administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures, conducted in San Francisco, California, in the English language, before a single arbitrator.

Notwithstanding the foregoing, either party may seek injunctive or equitable relief in a court of competent jurisdiction in respect of the misappropriation of intellectual property or breach of confidentiality obligations.

14. Changes to these terms

We may amend these Terms from time to time. Material amendments will be communicated to Members in writing at least thirty (30) days in advance of taking effect. Your continued use of the Service following the effective date of any amendment constitutes acceptance of the amended Terms.

15. Contact

Questions concerning these Terms may be directed to:

Elitemail LLC
Office of the General Counsel
548 Market Street, Suite 35410
San Francisco, California 94104
United States
legal@elitemail.online