Octeth Care Service Agreement

About This Agreement

Octeth Care is a maintenance service. You continue to own and pay for your server, and you remain the owner of your Octeth installation and all data on it. Octeth operates the server on your behalf within the scope described here. Octeth Care is not hosting, and it does not change the terms of your software license.

This Agreement adds to, and does not replace, our End-User License Agreement (EULA), Terms and Conditions, and Refund Policy. The Octeth Care Data Processing Agreement (DPA) forms part of this Agreement. If these documents conflict on a matter concerning Octeth Care, the order of precedence is: (1) a signed written agreement between you and Octeth that expressly refers to Octeth Care, (2) the DPA for the processing of personal data, (3) this Agreement, (4) the EULA, (5) the Terms and Conditions.

If you accept this Agreement on behalf of a company or other organization, you confirm that you have authority to bind it, and "you" refers to that organization.

Definitions

• Managed Server means the single server, identified in the Client Portal, on which one installation of the Octeth software runs and which is covered by your subscription.
• Service Plan means the Octeth Care plan you subscribe to for a Managed Server: Essentials or Plus.
• Business Hours means Monday to Friday, 09:00 to 16:00 UTC, excluding U.S. federal holidays. A Business Day is any day with Business Hours.
• Release means a new version of the Octeth software that Octeth makes generally available to license holders with current updates.
• Security Hotfix means an update to the Octeth software, the operating system, or a component on the Managed Server that Octeth decides is needed to fix a security vulnerability.
• Maintenance Window means a time slot, agreed with you through the Client Portal, in which Octeth performs upgrades or other planned work that may interrupt the service on the Managed Server.
• Incident means a situation in which the Octeth application on the Managed Server is unavailable or a core function (sending, tracking, the user interface, or the API) does not work.
• Subscriber Data has the meaning given in the EULA and includes any personal data stored on the Managed Server or in its backups.

Eligibility & Onboarding

To subscribe to and keep Octeth Care for a Managed Server, you must have:

• A paid Octeth license (not a Community License) for the installation on the Managed Server, in good standing.
• Current product updates for that license, either within the updates period included with your license or through an active annual Service Package. Octeth can only install Releases you are entitled to.
• Octeth version 6 or later running on Ubuntu 24.04 LTS.
• A server dedicated to Octeth and its required components, with no other applications or control panels installed.
• A database no larger than the size limit of your Service Plan.

Onboarding. Each new Managed Server goes through onboarding: an audit of the server, a hardening pass, setup of backups (and, on Plus, monitoring), and a written onboarding report. The one-time onboarding fee is $390 per server and is waived when you prepay a year. If the audit finds that the server does not meet the requirements above, we will tell you what is needed. Servers running Octeth version 4 or 5 need a fresh Octeth version 6 installation, sold separately ($1,270 per installation), before they can be onboarded. The response targets and backup schedule in this Agreement start when we confirm in the Client Portal that onboarding is complete.

Service Plans

Each Service Plan applies to one Managed Server.

Prices exclude taxes. Servers that exceed these limits, and setups that span more than one server, are available by written quote.

What the Service Includes

• Baseline security. SSH hardening (key-only login, no password login, restricted root access), a host firewall limited to the ports Octeth needs, brute-force protection, and automatic installation of operating system security updates without automatic reboots.
• Backups. Encrypted backups of the Octeth database and files on the schedule of your Service Plan, stored off the Managed Server, as described under Backups & Restores.
• Restore tests. Automated restores of a recent backup into an isolated environment on the schedule of your Service Plan, to confirm that backups can be used.
• Octeth upgrades. Planning and installing Releases on the schedule of your Service Plan, with a backup and a rollback plan for each upgrade.
• Security Hotfixes. Installing Security Hotfixes for the Octeth software and the server when they become available.
• Reboots and routine maintenance. Reboots needed for kernel or system updates, disk space housekeeping of logs and temporary files, and renewal of TLS certificates that Octeth set up.
• Monitoring and alerts (Plus). Monitoring of the Octeth application, its services, disk, memory, and load, with alerts to our team.
• Monthly report (Plus). A report in the Client Portal listing backups, restore tests, upgrades, and alerts for the month.
• Service requests. Requests about the Managed Server through the Client Portal or by email, answered within the response target of your Service Plan.

What the Service Does Not Include

Octeth Care covers the server and the Octeth installation on it. The following are not included. We can quote them separately or offer them under a different service.

• Email deliverability, inbox placement, IP reputation, IP warm-up, and removal from blocklists.
• Configuration or management of PowerMTA or any other mail transfer agent, relay, or sending provider.
• DNS records, sender domains, SPF, DKIM, DMARC, and domain registrations.
• Help using the Octeth application, campaign setup, list management, content, and training.
• Custom code, plugins, integrations, and local patches to the Octeth software, and keeping them working across upgrades.
• Software on the Managed Server that is not part of the Octeth installation.
• The hardware, network, and hosting account, which remain with you and your hosting provider.
• Migration to a new server or hosting provider, which is quoted per project.
• Recovery from events caused by changes made to the Managed Server by anyone other than Octeth.

Upgrades & Maintenance Windows

We install a Release 7 to 14 days after it is published, so that early issues are found and fixed before it reaches your server. On Essentials we upgrade quarterly to the latest Release available at that time. On Plus we upgrade to each Release.

Before each upgrade we propose a Maintenance Window in the Client Portal. You can accept it or choose another available slot. If you do not respond within 5 Business Days, we may schedule the upgrade in the proposed window. Upgrades can interrupt sending and access to the Octeth interface during the Maintenance Window.

For every upgrade we take a fresh backup first and follow a written rollback plan. If an upgrade fails or causes an Incident that cannot be fixed within the Maintenance Window, we roll the Managed Server back to its state before the upgrade. Data written to the Octeth application during the window may be lost in a rollback. We ask that you avoid scheduling large sends during a Maintenance Window.

Security Hotfixes may be applied outside the normal schedule and, when the risk is serious, outside an agreed Maintenance Window. We will notify you before we start, unless the risk requires immediate action, in which case we will notify you as soon as practical.

Backups & Restores

• Encryption. Backups are encrypted with AES-256 on the Managed Server before they leave it.
• Storage. Encrypted backups are stored in object storage provided by Cloudflare, Inc. (Cloudflare R2), separate from your hosting provider. Short-lived local copies may also be kept on the Managed Server.
• Your copy of the key. We give you the backup encryption key at onboarding, through the Client Portal. Keep it safe. Without it, no one can read the backups, including you.
• Retention. Each backup is kept for the retention period of your Service Plan and then deleted automatically. Because our storage keeps every object for a minimum period to protect against accidental or malicious deletion, some backups may be kept for up to 35 days.
• Restores. On request, we restore the Managed Server from the most recent usable backup, or from an earlier backup you choose within the retention period. Restores to the Managed Server are included. Restores to a different server are handled as a migration.
• Data loss window. A restore returns data to the time the backup was taken. Data written after that time is lost. The backup frequency of your Service Plan sets how much data could be lost.

Server Access & Security

For Octeth Care, you give Octeth standing administrative (root) access to the Managed Server for as long as the subscription is active. This replaces the temporary access described in the "Temporary Access & Confidentiality" section of the EULA for the Managed Server.

• Access is by SSH key only. We use a key issued for your account and do not ask for or store your passwords.
• SSH access to the Managed Server is limited to our administration IP addresses, plus any addresses you ask us to allow for your own access.
• We log our logins to the Managed Server.
• Only Octeth staff and contractors who are bound by confidentiality obligations and need access to deliver the service may use it.
• We access Subscriber Data only to the extent needed to deliver the service, as described in the DPA.

You keep your own emergency access to the Managed Server and to your hosting account. We will not remove it.

Your Responsibilities

• Pay your hosting provider and keep your hosting account, server, and network in place and in good standing.
• Keep your Octeth license and product updates current, as described under Eligibility.
• Tell us through the Client Portal before you or anyone acting for you changes the Managed Server, including installing software, changing configuration, resizing, restoring a provider snapshot, reinstalling, or changing firewall rules at the provider.
• Keep the backup encryption key we give you in a safe place.
• Give us a working contact for alerts, Maintenance Window proposals, and Security Hotfix notices, and respond to them.
• Remain responsible, as the data controller, for your Subscriber Data, your sending, and your compliance with anti-spam and data-protection laws, as described in the EULA.

Response Targets

We aim to respond to requests and Incidents within the response target of your Service Plan, counted in Business Hours from the time the request reaches us through the Client Portal or by email. A response means a person from our team has reviewed the request and replied with a first assessment or action. It is not a promise of when the issue will be fixed.

Octeth Care does not include an uptime guarantee. We do not control your hardware, network, or hosting provider. Requests outside Business Hours are handled on a reasonable-effort basis, unless we agree otherwise in writing.

Response targets do not apply while the Managed Server does not meet the eligibility requirements, during a suspension, or for issues caused by changes made by anyone other than Octeth.

Fees, Billing & Renewal

• Billing periods. You can pay monthly or yearly. The yearly price equals ten months of the monthly price. Fees are charged in advance for each billing period.
• Payment methods. Card payments are processed by our third-party payment processor and renew automatically at the start of each billing period until you cancel. Payment by bank transfer is available for yearly billing only, by invoice issued before each yearly period.
• Onboarding fee. The one-time onboarding fee is charged with the first billing period, unless waived for yearly prepayment.
• Plan changes. You can move between Essentials and Plus in the Client Portal. An upgrade takes effect immediately and the difference for the rest of the billing period is charged on a pro-rata basis. A downgrade takes effect at the start of the next billing period.
• Price changes. We may change Octeth Care prices with at least 60 days' notice by email. A new price applies from the first billing period that starts after the notice period. You may cancel before then.
• Taxes. Fees exclude taxes, duties, and bank or transaction fees, which you are responsible for unless the law requires otherwise.

Failed Payments & Suspension

If a payment fails or an invoice is not paid by its due date, you have a grace period of 14 days to pay, and the service continues during that time. If payment is still outstanding after the grace period, we suspend the service: we stop upgrades, new backups, monitoring, and response to requests, but we do not change or remove anything on the Managed Server. If you pay during the suspension, we resume the service.

If payment is still outstanding 30 days after the original due date, the subscription ends and we follow the offboarding steps below.

Cancellation & Refunds

• Monthly billing. You can cancel at any time in the Client Portal. The service continues until the end of the paid month. Monthly fees are not refunded.
• Yearly billing. You can cancel within 30 days of your first yearly payment for a full refund of that payment. After that, yearly fees are not refunded, and the service continues until the end of the paid year.
• Onboarding fee. The onboarding fee is refunded if you cancel before we start the onboarding audit. Once the audit has started, it is not refunded.
• Renewal. Cancelling stops the next renewal. To avoid a renewal charge, cancel before the renewal date.

Refunds are made as described in our Refund Policy.

Termination by Octeth

We may end Octeth Care for a Managed Server with written notice if: (a) you materially breach this Agreement or the EULA and do not fix the breach within 14 days of notice; (b) the Managed Server no longer meets the eligibility requirements and is not brought back into line within 30 days of notice; (c) your license is terminated; or (d) the Managed Server is used for unlawful activity, or keeping access would expose Octeth to legal or security risk, in which case we may suspend the service immediately. We may also end Octeth Care for any reason with 30 days' written notice, in which case we refund any prepaid fees for the period after the end date.

Offboarding

When the subscription ends for any reason, we:

1. Give you a download link to your most recent backups and a reminder of the encryption key, available for 7 days.
2. Remove our SSH keys, access rules, and monitoring agents from the Managed Server, and stop our backup jobs.
3. Leave the security settings, the Octeth installation, and your data on the Managed Server in place.
4. Delete our copies of your backups within 35 days, unless the law requires us to keep them.

Your license, your installation, and your data on the Managed Server are not affected by the end of Octeth Care.

Data Protection

Octeth Care requires Octeth to access the Managed Server and to store backups that contain Subscriber Data. For the Managed Server and its backups, Octeth acts as your data processor, under the Octeth Care Data Processing Agreement. This replaces, for the Managed Server only, the statement in the EULA that Octeth is neither the controller nor a processor of your Subscriber Data. You remain the data controller.

Confidentiality

Each party will keep the other's non-public information that it receives in connection with Octeth Care confidential, use it only to perform or receive the service, and protect it with at least reasonable care. This does not apply to information that is public through no fault of the receiving party, that the receiving party already had or developed independently, or that must be disclosed by law, in which case the disclosing party will be notified where legally permitted.

Disclaimers

We perform Octeth Care with reasonable skill and care, in line with generally accepted industry practice. Apart from that, and to the maximum extent permitted by law, the service is provided "as is" and without warranties of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

In particular, we do not warrant that: the Managed Server will be available without interruption; maintenance will prevent every security incident; every backup or restore will succeed; or any Release, hotfix, or update will be free of defects. Octeth Care does not guarantee email delivery, inbox placement, sender reputation, or any business result. Backups reduce the risk of data loss but cannot remove it, and you may wish to keep your own additional backups.

Limitation of Liability

To the maximum extent permitted by applicable law, Octeth's total cumulative liability arising out of or relating to Octeth Care or this Agreement will not exceed the fees you paid for Octeth Care for the affected Managed Server in the twelve (12) months before the event that gave rise to the claim.

In no event will Octeth be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, business, goodwill, or anticipated savings, for lost or failed sends, or for business interruption, even if advised of the possibility of such damages.

Where data is lost or corrupted, Octeth's obligation is limited to restoring it from the most recent usable backup we hold. Octeth is not liable for data loss caused by your hosting provider, by hardware or network failure, by changes made to the Managed Server by anyone other than Octeth, or by the loss of the encryption key we gave you.

Some jurisdictions do not allow certain limitations, so some of the above may not apply to you. Nothing in this Agreement limits liability that cannot be limited under applicable law.

Indemnification

You agree to indemnify and hold harmless Octeth and its members, officers, employees, and contractors from any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of the messages you send, your Subscriber Data and how you collected it, or your violation of any law, to the extent the claim does not result from Octeth's breach of this Agreement.

Force Majeure

Neither party is liable for a delay or failure to perform caused by events beyond its reasonable control, including outages of hosting, network, or cloud providers, natural disasters, war, government action, and large-scale cyberattacks. This does not excuse payment obligations.

Changes to This Agreement

We may update this Agreement from time to time. Each version has a version number and effective date, and the Client Portal records the version you accepted. We will give at least 30 days' notice by email of a material change. The new version applies from the first billing period that starts after the notice period. If you do not agree to it, you may cancel before then. Changes required by law may apply sooner.

Governing Law & Disputes

This Agreement is governed by the laws of the State of Wyoming, United States, excluding its conflict-of-law rules. Before bringing a claim, each party will first try to resolve the dispute informally by contacting the other. Any dispute that cannot be resolved informally will be brought exclusively in the state and federal courts located in the State of Wyoming, and both parties consent to the personal jurisdiction of those courts.

Contact Us

For service requests, use the Client Portal at my.octeth.com. For questions about this Agreement:

By email: [email protected]

By mail: 50SAAS LLC (d/b/a Octeth), 1021 E Lincolnway, Suite #5645, Cheyenne, Wyoming 82001, United States