Terms of Service

1. DATA PROCESSING AGREEMENT (DPA)

EMNM LLC – Email Migration & Management

Effective Date: 6-1-26
This Data Processing Agreement (“DPA”) forms part of the Terms of Service between EMNM LLC (“Processor,” “EMNM,” “we,” “us”) and the customer (“Controller,” “Customer,” “you”).

1. Roles and Scope

Customer is the Data Controller.
EMNM LLC acts as a Data Processor only to the extent necessary to provide email migration, email management, IT administration, and related services.

EMNM does not determine the purpose or means of processing Customer Data.

2. Customer Authority

Customer represents and warrants that:

  • It has full legal authority to provide EMNM access to all systems, mailboxes, accounts, and data
  • All required user consents, notices, or legal bases for processing have been obtained
  • Data provided does not violate any law, regulation, or third-party rights

3. Types of Data Processed

EMNM may process:

  • Email content and metadata
  • Mailbox structures, folders, labels
  • User account information
  • Authentication credentials (temporary or delegated)
  • DNS and domain configuration data
  • Tenant configuration (Microsoft 365, Google Workspace, Exchange, etc.)
  • Migration logs and diagnostic data
  • Backup and restore datasets (if contracted)

4. Purpose of Processing

Data is processed solely for:

  • Email migration services
  • Email system configuration and administration
  • Troubleshooting and support
  • Backup and restoration services (if applicable)
  • Managed IT/email services requested by Customer

5. Subprocessors

Customer authorizes EMNM to engage subprocessors, including:

  • Cloud hosting providers
  • Email platform providers
  • Migration tools
  • Monitoring, logging, and support platforms

EMNM remains responsible only for its direct control and not third-party system failures.

6. Security Measures

EMNM implements commercially reasonable safeguards including:

  • Access controls and least-privilege permissions
  • Encryption in transit where available
  • Credential handling protections
  • Audit logging where applicable
  • Secure infrastructure and vendor selection

Customer acknowledges that no system is completely secure.

7. Data Breach Notification

EMNM will notify Customer of a confirmed unauthorized access incident affecting Customer Data within a commercially reasonable timeframe after discovery.

EMNM is not responsible for breaches originating from:

  • Customer credentials
  • Third-party platforms
  • Customer misconfiguration
  • Legacy system vulnerabilities

8. Data Retention & Deletion

Upon termination or request:

  • Data may be deleted, returned, or archived at EMNM’s discretion unless otherwise agreed in writing
  • Backup data may persist in system snapshots or vendor archives for a limited period
  • EMNM is not responsible for residual data in third-party systems

9. Liability Limitation (Critical)

To the maximum extent permitted by law:

EMNM SHALL NOT BE LIABLE FOR:

  • Loss, deletion, corruption, or alteration of data
  • Failed or incomplete migrations
  • Business interruption
  • Loss of revenue, profits, customers, or goodwill
  • Financial losses of any kind
  • Email delivery failures or delays
  • DNS, MX record, or propagation delays
  • Third-party platform outages or limitations

Customer acknowledges that email systems and migrations inherently involve risk.

10. Liability Cap

EMNM’s total aggregate liability shall not exceed the total fees paid by Customer to EMNM in the twelve (12) months preceding the claim.

11. International Transfers

Customer acknowledges data may be processed in the United States or via global third-party providers.

12. Governing Law

This DPA is governed by the laws of the State of Colorado.

Disputes shall be resolved via binding arbitration in Denver County, Colorado.

13. Entire Agreement

This DPA is incorporated into EMNM LLC Terms of Service.

2. TERMS OF SERVICE (ToS)

EMNM LLC – Email Migration & Management

Effective Date: 6-1-26

1. Services

EMNM LLC provides email migration, email system administration, IT support services, configuration services, and related consulting (“Services”).

Services may include interaction with:

  • Microsoft 365
  • Google Workspace
  • Exchange servers
  • IMAP/SMTP systems
  • DNS providers
  • Third-party SaaS tools

2. No Guarantee of Results

Customer acknowledges:

  • Migrations may result in incomplete transfer of data
  • Certain legacy systems may not be fully compatible
  • Metadata, timestamps, folder structures, or permissions may not transfer perfectly
  • EMNM does not guarantee uninterrupted service, zero data loss, or error-free migration

3. Customer Responsibilities

Customer is solely responsible for:

  • Providing accurate credentials and access
  • Maintaining independent backups unless otherwise contracted
  • Verifying data integrity after migration
  • Approving changes to DNS, email routing, or authentication systems
  • Ensuring legal authority over all data provided

4. Access Authorization

Customer expressly authorizes EMNM to access:

  • Email accounts
  • Admin consoles
  • DNS records
  • Cloud systems
  • Backup systems (if applicable)

Customer assumes all risk associated with granting such access.

5. Payment Terms

  • Invoices are due upon receipt unless otherwise stated
  • Late payments may result in suspension of Services
  • EMNM reserves the right to charge late fees and collection costs

6. Suspension of Services

EMNM may suspend Services immediately for:

  • Non-payment
  • Security risk
  • Abuse or unauthorized use
  • Failure to provide access or cooperation

7. Third-Party Services Disclaimer

EMNM is not responsible for:

  • Microsoft, Google, or third-party outages
  • API changes or service limitations
  • Data loss caused by third-party platforms
  • Delays in DNS propagation or routing

8. Data Loss Disclaimer (IMPORTANT)

To the fullest extent permitted by law:

EMNM LLC is NOT responsible for any:

  • Loss of data (emails, files, contacts, attachments)
  • Corruption or incomplete migration
  • Deleted or missing mailbox items
  • Financial loss, revenue loss, or business interruption
  • Loss of business opportunities
  • Reputational harm

Customer assumes all risk associated with data migration, transfer, and system modification.

9. Limitation of Liability

EMNM’s total liability shall not exceed the total amount paid by Customer in the twelve (12) months preceding the claim.

10. Indemnification

Customer agrees to indemnify and hold harmless EMNM LLC from any claims arising from:

  • Customer data or instructions
  • Improper authorization
  • Third-party claims related to data migration or access
  • Regulatory or compliance violations by Customer

11. Warranty Disclaimer

Services are provided “AS IS” and “AS AVAILABLE” without warranties of any kind, express or implied.

12. Intellectual Property

EMNM retains ownership of:

  • Tools
  • Scripts
  • Automation workflows
  • Processes
  • Methodologies

Customer retains ownership of their data.

13. Termination

Either party may terminate services with written notice.
Upon termination:

  • Access may be revoked immediately
  • Data may be deleted or returned at EMNM’s discretion
  • Outstanding balances remain due

14. Governing Law & Arbitration

This Agreement is governed by Colorado law.

All disputes shall be resolved through binding arbitration in Denver County, Colorado, waiving jury trial and class actions.

15. Entire Agreement

These Terms, along with the DPA and Privacy Policy, constitute the full agreement between parties.