Terms of Service

These Terms of Service (the “Terms”) are a binding agreement between YS Progress Inc., a corporation registered in Canada (“YS Progress”, “we”, “us”, “our”), and the business on whose behalf an account is created or used (the “Customer”, “you”). They govern access to and use of Spoolway: the website, the panel, the APIs, the SMTP interfaces, the documentation and every related service we provide (the “Service”).

You accept these Terms by ticking the agreement box when you create an account, by signing an order form that refers to them, or by using the Service. The Data Processing Agreement, the Subprocessor list, the Privacy Policy and the Refund Policy published on this site, and any order form we sign with you, form part of the agreement between us (together, the “Agreement”).

The person accepting confirms that they have authority to bind the Customer. The Service is for business use only: you confirm that you are not acting as a consumer, and that the person accepting has reached the age of majority where they live.

If documents that form the Agreement conflict, a signed order form prevails, then the Data Processing Agreement (for the processing of personal data only), then these Terms, then the other policies.

Spoolway is a control plane and system of record for transactional email. It keeps templates, queues and records messages, and relays them through the mail servers or email providers that you connect and control (“Transports”). We are not an email service provider and we do not deliver mail over infrastructure of our own.

Whether a message reaches an inbox depends on your Transports, on recipients’ mail systems and on many other things outside our control. The Service reports delivery only as far as your Transports report it. A status shown in the Service is information, not a guarantee that a message was or was not delivered or read.

We may change, add or remove features, limits and interfaces at any time. Where a change materially reduces the core functionality of a paid plan during a period you have paid for, we give at least 30 days’ notice, and if you do not accept the change your remedy is to cancel before it takes effect.

Features we describe as preview, beta or planned are provided without commitment of any kind and may change or end without notice.

You must give accurate account information and keep it current. You are responsible for all activity under your account, including activity by your members and by anyone using your API keys, SMTP credentials or signed-in sessions, whether or not you authorised it.

Keep credentials confidential, give each person their own sign-in, and use the security controls the Service offers, including two-factor authentication.

Tell us promptly at [email protected] if you believe your account or any credential has been compromised. We may require further verification, reset or revoke credentials, or refuse access where we suspect unauthorised use.

You are solely responsible for:

• the content of every message, template and attachment you send or store through the Service (“Customer Content”);
• choosing your recipients, and holding every consent, lawful basis and notice the law requires both to email them and to have us process their personal data;
• your Transports, your accounts with email providers, and your compliance with their terms;
• your domains, DNS records and sender identities;
• your applications, integrations and configuration, including retention, tracking, suppression and access settings.

You must comply with every law that applies to your use of the Service and to your email, including anti-spam and electronic-messaging laws (such as Canada’s Anti-Spam Legislation, the US CAN-SPAM Act, the EU ePrivacy rules and the UK PECR), data protection laws (such as the GDPR, the UK GDPR, PIPEDA and applicable provincial and state laws), consumer-protection laws, and export-control and sanctions laws.

You must keep any records the law requires you to keep. The Service’s archive follows the retention you configure, and it is not a substitute for your own records.

Do not send or store special categories of personal data, health information, payment card numbers or government identifiers through the Service unless you are legally permitted to, you need to, and you have configured retention and access appropriate to that data.

You must not, and must not allow anyone else to:

• send unsolicited bulk or commercial email, or email addresses that were bought, rented, harvested or scraped;
• run bulk marketing campaigns or newsletters through the Service, which is built for transactional and operational email;
• send phishing, malware, or fraudulent, deceptive, defamatory, harassing, hateful, obscene or otherwise unlawful content, or content that infringes anyone’s rights;
• forge headers, impersonate any person or organisation, or misrepresent where a message comes from;
• ignore suppressions, unsubscribe requests or complaints, or work around the Service’s suppression, bounce, loop or rate controls;
• exceed or circumvent plan limits, access controls or security measures, or share an account to avoid fees;
• probe, scan, load-test or penetration-test the Service, or interfere with its operation, without our prior written permission — report a vulnerability through the route on the Security page instead of exploiting it;
• copy, modify, reverse engineer, decompile or create derivative works of the Service, except to the extent the law expressly permits it despite this restriction;
• resell, sublicense or offer the Service to others as an email service without a written agreement with us, or use it to build a competing product;
• use the Service where its failure could lead to death, personal injury or environmental damage, such as emergency alerting;
• use the Service in breach of export-control or sanctions laws, or for or on behalf of a sanctioned person.

Anyone can report abuse of the Service on the abuse page.

We are not obliged to monitor your use of the Service. We may review metadata, complaints, abuse reports, bounce and suppression data, and anything you tell us, to operate the Service, enforce the Agreement and meet legal obligations.

We may suspend or restrict all or part of the Service — including sending, API keys, members or the whole account — immediately and without prior notice if we reasonably believe that you have breached the Agreement or the law; that your use creates a security, legal, deliverability or reputational risk for us, our providers or other customers; that an amount you owe is overdue; or that a law, court or authority requires it.

When we suspend an account we normally record the reason and email it to the account’s owners and admins, unless doing so would be unlawful or would compromise security or an investigation. Suspension does not delete your data.

We may refuse to process any content, report suspected unlawful activity to the authorities and cooperate with their investigations. We are not liable for anything we do in good faith under this clause.

As between the parties, you own Customer Content and all other data you submit to the Service (together, “Customer Data”). You grant us a worldwide, non-exclusive, royalty-free licence to host, copy, process, transmit and display Customer Data as needed to provide, secure and support the Service, to prevent abuse and to comply with law.

Our processing of personal data within Customer Data is governed by the Data Processing Agreement. We do not sell Customer Data, and we do not use message content to train machine-learning models.

We may collect and use data about how the Service is used and performs — such as volumes, error rates, feature use and configuration events (“Service Data”) — to operate, secure, support and improve the Service. Outside the Service we use Service Data only in aggregated or de-identified form that identifies neither you, nor any person, nor any message content.

You are responsible for the accuracy, quality and legality of Customer Data, and for keeping your own copies of anything you need.

We and our licensors own the Service, including its software, documentation, designs, trademarks and all related intellectual property rights. Subject to the Agreement and to payment of fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable and revocable right to use the Service for your internal business purposes while your account is active. All rights not expressly granted are reserved.

If you give us suggestions, ideas or other feedback, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use it for any purpose, without obligation or payment to you.

We may name you as a customer, with your logo, in our marketing unless you ask us not to at [email protected].

The Service works with services we do not control, including your Transports and email providers, your DNS and git hosts, and payment processing by Stripe. Your use of them is governed by their own terms. We are not responsible for third-party services, for their availability, security or changes, or for any loss they cause — including a provider suspending, rejecting, delaying or losing your mail.

Paid plans are billed in advance, monthly or annually, in US dollars, through Stripe, at the prices on the pricing page or in your order form. By starting a paid plan you authorise us and Stripe to charge your payment method for every fee when it falls due.

Subscriptions renew automatically for the same period until cancelled. You can cancel at any time from the panel; the Refund Policy explains what cancelling does.

Fees exclude taxes. You are responsible for every sales, use, value-added, goods and services and similar tax on the fees, other than taxes on our income. We calculate and collect tax where we are required to, based on the information you give us; if you give us a valid tax registration number, you are responsible for any reverse-charge accounting.

We may change prices and plan limits. A price increase applies from your next billing period after at least 30 days’ notice; if you do not agree to it, cancel before it takes effect.

If a payment fails, we may retry it, and we may restrict paid features, move the account to the Free plan or suspend the account until the balance is paid. Amounts due remain owed.

Limits are enforced rather than billed: once a daily sending cap is reached, new sends are refused until the day resets in the account’s timezone, and exceeding a monthly allowance is flagged in the response to each send and on the panel overview. The Service does not charge overage fees and does not upgrade your plan by itself.

Fees are non-refundable except as the Refund Policy states or the law requires. If you dispute a valid charge with your card issuer instead of contacting us, we may suspend the account until the dispute is resolved, and you will reimburse our costs of any dispute decided in our favour.

The Free plan is provided at no charge, with the limits shown on the pricing page. We may change its limits or features, or end it, at any time. Apart from the Data Processing Agreement and any obligation the law imposes, we have no support, availability or other obligations to Free plan accounts.

We work to keep the Service available, but we do not commit to any level of availability, performance or support unless an order form signed by us says so. The Service may be interrupted for maintenance, upgrades or emergencies, or for reasons outside our control.

Support is provided by email. Reply times published on this site describe how we work; they are not contractual commitments.

Each party may receive non-public information from the other that is marked confidential or that a reasonable person would understand to be confidential (“Confidential Information”). The receiving party will use it only for the purposes of the Agreement and protect it with at least reasonable care.

This does not apply to information that is or becomes public through no fault of the receiving party, that it already knew without restriction, that it develops independently, or that it receives lawfully from someone else. A party may disclose Confidential Information where a law, court or authority requires it. Customer Data is protected by the Data Processing Agreement as well as by this clause.

To the maximum extent permitted by applicable law, the Service, the documentation and everything we provide under the Agreement are provided “as is” and “as available”, with all faults and without warranty of any kind. We disclaim all warranties, conditions and representations, whether express, implied, statutory or otherwise, including those of merchantability, merchantable quality, fitness for a particular purpose, title, non-infringement, accuracy and quiet enjoyment, and any arising from a course of dealing or usage of trade.

Without limiting that, we do not warrant that the Service will be uninterrupted, secure or free of errors; that any message will be accepted, delivered, delivered on time or placed in an inbox; that statuses, statistics or evidence shown in the Service are complete or accurate; that stored data will not be lost or corrupted; or that the Service will meet your requirements or your legal obligations. Descriptions on this site, including the Security page, describe how the Service works when they are written; they are not warranties.

To the maximum extent permitted by applicable law, neither YS Progress nor its directors, officers, employees, contractors, agents, affiliates, suppliers or licensors (“Our Personnel”) will be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, business, contracts, goodwill, reputation or anticipated savings, any loss or corruption of data or messages, any failed, delayed or misdirected delivery, any business interruption, or the cost of substitute services, arising out of or relating to the Agreement or the Service, however caused and on any theory of liability, even if advised that such loss was possible.

To the maximum extent permitted by applicable law, the total aggregate liability of YS Progress and Our Personnel for all claims arising out of or relating to the Agreement or the Service — including under the Data Processing Agreement, and whether in contract, tort (including negligence), breach of statutory duty or otherwise — will not exceed the fees you actually paid us for the Service in the 12 months immediately before the first event giving rise to liability, or USD 100 if you paid nothing in that period.

These limits apply even if a limited remedy fails of its essential purpose. They are an essential basis of the bargain, and our prices reflect them. Nothing in the Agreement excludes or limits liability that the law does not allow to be excluded or limited, such as liability for fraud. Our Personnel may rely on this clause.

You will defend, indemnify and hold harmless YS Progress and Our Personnel from and against every claim, demand, proceeding, fine, penalty, loss, damage, liability, cost and expense (including reasonable legal fees) arising out of or relating to:

• Customer Data and Customer Content;
• your email, your recipients and your sending practices, including any claim that you lacked a consent or lawful basis;
• your Transports, providers, domains and integrations;
• a breach of the Agreement or of any law by you, your members or anyone using your credentials;
• any dispute between you and anyone else, including your members, recipients and customers.

We will tell you about a claim we seek to be indemnified for; a delay in telling you reduces your obligations only to the extent it materially prejudices you. We may control the defence and settlement of the claim ourselves, at your expense, or require you to defend it with counsel we approve. You may not settle a claim in a way that imposes any obligation on us or admits fault on our behalf without our prior written consent.

The Agreement starts when you accept it and continues until every account you hold has been closed or terminated.

You may cancel a paid plan at any time from the panel. To close an account, an account owner asks us at [email protected], and we close it as DPA §12 describes. Erasing an account’s mail data from the panel does not close the account.

We may terminate the Agreement or any account: immediately, by notice, if you materially breach the Agreement, breach the acceptable use rules, fail to pay, become insolvent, or if a law or authority requires it or continuing would expose us to legal or security risk; or for any reason, with at least 30 days’ notice. If we terminate for no fault of yours during a period you have paid for, we refund the fees paid for the unused part of that period.

When the Agreement or an account ends, your right to use the Service ends, any fees owed become due immediately, and the account enters the wind-down in DPA §12 unless a law or authority requires otherwise.

Everything that by its nature should survive termination survives it, including fees owed and the clauses on Customer Data, intellectual property, confidentiality, disclaimers, limitation of liability, indemnification and governing law.

We may update the Agreement from time to time. Each update is published on this site with a new version number and effective date, and the header of each document lists its earlier versions.

If an update materially reduces your rights or increases your obligations, we give at least 30 days’ notice by email to account owners or in the panel before it takes effect, unless it is required by law or addresses a security or abuse risk, in which case it may take effect sooner. Continuing to use the Service after an update takes effect means you accept it; if you do not agree, stop using the Service and cancel before then.

The Agreement, and every dispute arising out of or relating to it or the Service, including non-contractual disputes, is governed by the laws of the Province of Ontario and the federal laws of Canada that apply there, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The courts of Ontario sitting in Toronto have exclusive jurisdiction, and each party submits to them and waives any objection to that venue, except that we may seek injunctive or other equitable relief, or recover amounts owed, in any court with jurisdiction.

To the extent permitted by applicable law: claims may be brought only individually, and not as a plaintiff or class member in any class, collective or representative proceeding; each party waives trial by jury; and any claim against us must be started within one year after the cause of action arose, or it is permanently barred. The Agreement is a business agreement for the purposes of the Limitations Act, 2002 (Ontario).

Assignment. You may not assign or transfer the Agreement without our prior written consent. We may assign or transfer it, in whole or in part, including to an affiliate or as part of a merger, acquisition, reorganisation or sale of assets, without your consent.

Force majeure. We are not liable for any delay or failure caused by events beyond our reasonable control, including failures of Transports, networks, hosting or payment providers, power, internet or telecommunications, cyberattacks, labour disputes, epidemics, war, acts of government and natural events.

Notices. We may give notices by email to account owners or in the panel, and they are received when sent. Notices to us must be sent by email to [email protected].

Entire agreement. The Agreement is the entire agreement between the parties about its subject and supersedes every earlier agreement, proposal and representation about it. Terms in your purchase orders or other documents do not apply, even if we accept or sign them.

Severability and waiver. If any provision is held unenforceable, it is enforced to the maximum extent permitted and the rest of the Agreement stays in effect. Not enforcing a right, or enforcing it late, is not a waiver of it.

Relationship. The parties are independent contractors. Nobody else has rights under the Agreement, except Our Personnel under §15.

Sanctions. You confirm that neither you nor anyone who owns or controls you is a sanctioned person, and that you will not use the Service in breach of Canadian, US, EU or UK export-control or sanctions laws.

Language and electronic acceptance. The parties have required that the Agreement and all related documents be drawn up in English. You agree to receive the Agreement and notices electronically, and that accepting them electronically binds you as a signature would.