Terms of Service

1. Who these terms are between

These Terms of Service (the "Terms") are a contract between RubySig LLC, a Texas limited liability company ("RubySig", "we", "us") and the organisation that subscribes to the Service (the "Customer", "you").

Our registered address is [[TO BE COMPLETED: legal address]]. You can reach us at support@rubysig.com.

By creating an account, accepting these Terms, or using the Service, you agree to them. If you are accepting on behalf of an organisation, you confirm you are authorised to bind it — and "you" means that organisation.

2. What makes up the agreement

The agreement between us consists of, in descending order of precedence where they conflict:

1. the Data Processing Agreement at /legal/dpa, which is incorporated into these Terms by reference and forms part of them;
2. these Terms;
3. any order form, quote or written plan description we have both agreed.

Our Privacy Policy describes how we handle personal data for which we are the controller. It is not part of the contract, and it does not govern the personal data we process on your behalf — the DPA does that.

3. The Service

RubySig applies your organisation's email signature to outbound mail at the mail server, rather than in each person's mail client. The Service consists of:

• a directory sync that reads user attributes from your Microsoft Entra ID tenant;
• a signature relay that applies your chosen signature template to messages passing through it, and signs them with DKIM;
• a web portal where your administrators manage templates, banners, company details and billing.

We may improve, change or replace parts of the Service. If we make a change that materially reduces its core functionality, we will give you at least 30 days' notice, and you may terminate without penalty and receive a pro-rata refund of prepaid fees.

4. Your account

You are responsible for your administrators' accounts and for everything done through them. Keep credentials secret; tell us promptly at support@rubysig.com if you believe an account has been compromised.

Authority. You warrant that you are entitled to connect the Microsoft Entra tenant you connect, to grant the administrative consent the Service requests, and to instruct us to process the personal data of the people in that directory. You are responsible for telling those people how their data is used, as described in the DPA.

5. Acceptable use

You must not use the Service to send, or to cause to be sent, any message that:

• is unsolicited bulk or commercial email, or that would breach the CAN-SPAM Act, the ePrivacy Directive, PECR, or any equivalent law;
• is fraudulent, deceptive, or misrepresents the sender's identity or affiliation;
• is unlawful, defamatory, harassing, or infringes anyone's rights;
• contains malware, or is part of a phishing or credential-harvesting campaign.

You must not resell the Service, relay mail for a third party's domains without our written agreement, attempt to circumvent the Service's access controls or rate limits, or use it in a way that degrades it for other customers.

5.1 Relay abuse — immediate suspension

This clause is short because it matters more than any other in these Terms.

The signature relay sends outbound mail for every RubySig customer from shared infrastructure and signs it with DKIM. If mail relayed through it triggers blocklisting, filtering or reputational damage, the consequences are not confined to the customer who caused them — every RubySig customer's mail stops being delivered.

We may therefore suspend your access to the relay immediately and without prior notice where we reasonably believe mail relayed through it breaches section 5. We will tell you as soon as we practicably can, explain why, and restore the Service once the cause is resolved. We will not use this power for anything other than protecting the deliverability and integrity of the Service.

Suspension under this clause does not relieve you of the obligation to pay fees for the suspended period, unless we suspended you in error.

6. Fees

6.1 Plans and prices

Plan	Price per mailbox per month
Garnet	$1.00
Ruby	$2.80
Crown	Custom — quoted

A 25-mailbox minimum applies to all plans. Prices are in US dollars and exclusive of tax.

6.2 What counts as a billable mailbox

A billable mailbox is a seat: an enabled user mailbox in the directory you connect to RubySig.

We bill per seat, not per message. It makes no difference how much or how little mail a mailbox sends — a mailbox that sends nothing all month still counts, and a mailbox that sends thousands of messages counts exactly once. There is no message allowance and no overage.

A mailbox stops being billable when it is disabled or removed in your directory. We take the count from what your directory tells us, so removing a leaver there is all that is required; you do not need to tell us separately.

For your first invoice, we bill the number of mailboxes you tell us you have. After that, we bill the number of enabled mailboxes we see in your connected directory.

If your seat count grows beyond what you are being billed for, we will not increase your bill without giving you at least 30 days' written notice first. That notice is recorded in our systems as a dated record, not only sent as an email, so that if you ever query an increase we can tell you exactly what we said and when. You may reduce your seat count or terminate under section 9 during the notice period.

We do not retroactively bill for growth that occurred before we gave notice.

6.3 Payment

Invoices are due 30 days from the date of issue unless the invoice says otherwise. We accept credit and debit cards and ACH bank transfer. We do not accept cryptocurrency or prepaid instruments.

Overdue amounts may accrue interest at 1.5% per month or the maximum permitted by law, whichever is lower. If an invoice is more than 30 days overdue we may suspend the Service after giving you at least 10 days' written notice.

You are responsible for sales, use, VAT and similar taxes, excluding taxes on our income.

6.4 Price changes

We may change prices with at least 60 days' written notice, effective at your next renewal. If you do not accept a price change you may terminate before it takes effect.

7. Your data

You own your data. As between us, you retain all rights in the directory data, company details, templates, banner artwork and message content that pass through the Service.

You grant us only the rights we need to provide the Service: to sync, store, render and transmit that data for that purpose. We do not sell it, and we do not use the contents of your mail or your directory to train models or to build any product other than the Service you are paying for.

Where we process personal data on your behalf, we do so as your processor under the DPA, on your documented instructions.

8. Confidentiality

Each of us may receive information the other treats as confidential. Each of us will protect the other's confidential information with at least reasonable care, use it only to perform this agreement, and not disclose it except to people who need it and are bound by similar obligations.

This does not cover information that is public through no fault of the recipient, was already known, is independently developed, or must be disclosed by law — and if the law requires disclosure, the recipient will give notice where it is lawful to do so.

9. Term, termination and what happens to your data

These Terms run for as long as you have an active subscription.

Either of us may terminate for convenience with 30 days' written notice, effective at the end of the then-current billing period. Either of us may terminate immediately if the other materially breaches and does not fix it within 30 days of written notice — or immediately, without a cure period, in the case of a breach of section 5.

On termination:

• your access to the portal and the relay ends;
• we stop stamping your mail — you must remove the RubySig connector from your mail flow before termination takes effect, or your outbound mail may be disrupted;
• fees already incurred remain payable; prepaid fees for a period we did not deliver are refunded pro rata, unless we terminated you for breach of section 5.

Deletion. Within 30 days of termination we delete your directory data, company details, templates and uploaded artwork. We keep invoices, payments and accounting records for as long as tax and company law require. We keep no copy of your message content, because the Service never stores it. The DPA sets this out in full.

You may export your data through the portal at any time before termination takes effect.

10. Intellectual property

We own the Service, including its software, templates we provide, designs and documentation. You own your data and any artwork you upload. Nothing here transfers ownership either way.

If you give us feedback, we may use it without obligation to you.

11. Warranties and disclaimer

We warrant that we will provide the Service with reasonable skill and care, and in accordance with the DPA.

Otherwise the Service is provided "as is". To the maximum extent the law allows, we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose and non-infringement.

In particular we do not warrant that the Service will be uninterrupted or error-free, or that every message will be delivered. Email delivery depends on systems we do not control — including your mail provider, recipients' providers, and third-party spam filters and blocklists — and we cannot guarantee any recipient's system will accept a message.

12. Indemnities

You will defend and indemnify us against claims arising from your breach of section 5, from content you cause the Service to send, or from your lack of authority under section 4.

We will defend and indemnify you against third-party claims that the Service, used as permitted, infringes their intellectual property rights.

The party seeking indemnity must give prompt notice, allow the other to control the defence, and give reasonable cooperation.

13. Limitation of liability

Neither of us is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, goodwill or data, however caused.

Each party's total liability under this agreement is limited to the fees you paid or owed in the 12 months before the event giving rise to the claim.

These limits do not apply to: your obligation to pay fees; either party's indemnity obligations under section 12; a party's breach of confidentiality; or liability that cannot lawfully be limited, including death or personal injury caused by negligence, and fraud.

Nothing in this section limits either party's liability to a data subject under applicable data protection law, or the allocation of liability set out in the DPA and the Standard Contractual Clauses.

14. Changes to these Terms

We may update these Terms. For any change that materially affects your rights or obligations we will give at least 30 days' notice by email to your administrators and by posting the updated Terms with a new version number and effective date.

If you do not accept a material change, you may terminate before it takes effect; continuing to use the Service after that date means you accept it.

Every version of these Terms carries a version number and effective date at the top of this page.

15. General

Notices. To you: by email to your administrator addresses. To us: support@rubysig.com, and for legal notices [[TO BE COMPLETED: legal notice address]].

Assignment. Neither of us may assign this agreement without the other's written consent, except to a successor in a merger or sale of substantially all assets. (Pending formation of RubySig LLC, RubySig may assign this agreement to that entity on its formation without consent.)

Force majeure. Neither of us is liable for delay or failure caused by events beyond reasonable control.

Independent contractors. We are independent contractors. Nothing here creates a partnership, agency or employment relationship.

Severability and waiver. If a provision is unenforceable, the rest stands. A failure to enforce is not a waiver.

Governing law. These Terms are governed by the laws of the State of Texas, without regard to its conflict-of-laws rules. The courts of [[TO BE COMPLETED: county]] County, Texas have exclusive jurisdiction, and each of us consents to that venue. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Entire agreement. This agreement, including the DPA, is the entire agreement between us on its subject matter and supersedes all prior discussions.