These Cloud Terms govern your use of any DuoCircle product or service offered at duocircle.com or any other domain operated by DuoCircle LLC (“DuoCircle” or “Provider”). By accessing the Cloud Service, signing an Order, or paying an invoice, you agree to these terms.
There are two paths.
- Click-through, default for self-serve and small business. The Bonterms Online Cloud Terms govern, with the Provider-Specific Terms below.
- Counter-signed, default for enterprise. The Bonterms Cloud Terms govern under an executed Cover Page, typically for customers requiring negotiated terms (governing law, indemnification carve-outs, sovereign immunity language for state and educational institutions, custom DPAs). Email legal@duocircle.com to start. The Provider-Specific Terms and Additional Terms below are the standard form we propose; reasonable customer redlines are accepted in most cases.
Provider
| Field | Value |
|---|---|
| Provider | DuoCircle LLC |
| Address | 5965 Village Way, Suite 105-234, San Diego, CA 92130, United States |
| Authorized signer | Brad Slavin, Manager |
| General contact | support@duocircle.com |
| Legal notices | legal@duocircle.com |
| Billing | billing@duocircle.com |
| Status page | status.duocircle.com |
| Trust center | trust.duocircle.com |
Cloud Service
“Cloud Service” means any service DuoCircle makes available at duocircle.com or its sibling product domains, including but not limited to phishing protection, spam filtering, outbound SMTP relay, DMARC reporting, mail flow monitoring, tenant migration, alumni forwarding, backup MX, email forwarding, and developer email APIs.
Incorporated documents
The following documents are incorporated by reference into the Cloud Terms.
| Document | Where |
|---|---|
| Acceptable Use Policy | /legal/aup/ |
| Service Level Agreement | /legal/sla/ |
| Data Protection Addendum | /legal/dpa/ |
| Subprocessor list | /legal/subprocessors/ |
| Security and compliance | /legal/security/ |
| Privacy Notice | /legal/privacy/ |
Subscription term and renewal
Each Subscription Term lasts for an initial twelve months unless the Order states otherwise. Each Subscription Term may be renewed by mutual agreement of the parties for up to two additional successive periods unless the parties agree on a different renewal Order or do not agree to renew at least thirty days before the end of the current Subscription Term. Self-serve and click-through subscriptions may opt for monthly billing with auto-renewal cancellable at any time through the customer portal.
Fees and billing
| Item | Term |
|---|---|
| Billing cycle | Monthly or annual, in advance, depending on the plan |
| Currency | US Dollars |
| Payment methods | Credit card, ACH for monthly customers; wire transfer for annual or multi-year |
| Late fees | 1.5 percent per month, or the maximum permitted by applicable law, whichever is lower |
| Service Credits | Refunds limited to Service Credits earned under the SLA |
| Annual prepayment | Non-refundable except where required by law or under the SLA Multiple Failures provision |
| Chargebacks | A chargeback initiated without first contacting billing@duocircle.com is treated as a material breach. Service may be suspended pending resolution. |
Governing law
For click-through customers and any customer that does not execute a Cover Page, these terms are governed by the laws of the State of California, without regard to its conflict-of-laws principles, with exclusive jurisdiction in the federal and state courts of San Diego County, California. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
For customers under a counter-signed Cover Page, governing law is as set out on the Cover Page. We accept the customer’s home jurisdiction in most cases.
Liability cap
The Enhanced Cap is one and a half times the General Cap. The General Cap is the amounts paid or payable by Customer to Provider under the Agreement in the twelve months immediately preceding the first incident giving rise to liability. Definitions otherwise follow Bonterms Cloud Terms Section 16.5.
Insurance
DuoCircle maintains commercial general liability, cyber liability, and errors and omissions insurance with reputable insurers, with coverage limits of at least:
- Commercial General Liability: 1,000,000 USD per occurrence, 2,000,000 USD aggregate
- Cyber Liability (data breach response, network security, privacy liability): 1,000,000 USD per claim, 2,000,000 USD aggregate
- Technology Errors and Omissions / Professional Liability: 1,000,000 USD per claim, 2,000,000 USD aggregate
Certificates of Insurance are available on Customer’s reasonable request to legal@duocircle.com.
Email-specific data processing
Given the nature of email security, authentication, deliverability, and routing services, Customer acknowledges and agrees that:
- Email content processing. Provider’s systems will necessarily process email content, headers, and metadata to provide spam filtering, virus scanning, SPF, DKIM, and DMARC authentication, and delivery optimization. This processing is essential to the Cloud Service.
- Reputation and deliverability. Provider may share anonymized delivery metrics and reputation data with industry-standard reputation services such as feedback loops and blocklist operators to maintain service deliverability for all customers.
- Abuse prevention. Provider may suspend or throttle email processing if Customer’s usage threatens Provider’s IP reputation, violates anti-spam laws, or exhibits patterns consistent with abuse, with notice to Customer when practicable.
- Third-party mail systems. Customer acknowledges that email delivery depends on third-party mail systems outside Provider’s control. Provider is not liable for delays or failures caused by receiving mail servers, recipient filtering, or internet routing.
- Volume limitations. Unusual volume spikes may be subject to automated throttling to protect service stability. Provider will work with Customer to accommodate legitimate volume increases with advance notice.
Compliance documentation and questionnaires
Provider maintains standard security and compliance documentation including SOC 2 Type II reports, security policies, and standardized vendor assessment responses. Customer may access standard documentation at trust.duocircle.com or on request following execution of the Mutual NDA.
Requests beyond Provider’s standard documentation, including Customer-specific security questionnaires, third-party audits or assessments, custom compliance frameworks, extensive calls or meetings regarding security posture, or ongoing or repeated compliance requests beyond initial vendor onboarding, constitute Professional Services billable at Provider’s then-current consulting rates. Provider will provide a cost estimate before undertaking such additional compliance work.
Material changes
Provider will give Customer at least thirty days advance notice of any material change to the Cloud Service, the documentation, the Support Policy, or the Security Measures. If Customer reasonably determines that any such change materially reduces the functionality of the Cloud Service, Customer may terminate the affected Order for convenience with thirty days notice, and Provider will refund any prepaid, unused fees.
Customer Data retention after termination
Following termination or expiration of the Agreement, Provider will maintain Customer Data for thirty days to allow Customer to export it. Provider will delete Customer Data after the thirty-day Retention Period unless legally required to retain it longer or Customer has purchased an extended data-retention service. Provider will confirm deletion of Customer Data on Customer’s request.
Provider may retain:
- Data required by applicable laws, legal holds, or governmental orders
- Data in standard backup or record-retention policies, not to exceed ninety days, except disaster-recovery backups, which may be retained up to one hundred and eighty days
- Email logs and metadata necessary for security, abuse prevention, and troubleshooting, retained for up to forty-five days
- Anonymized or aggregated data that cannot identify Customer or any individual
Retained data remains subject to the confidentiality and security obligations of the Agreement. Provider deletes retained data on expiration of the applicable retention period or legal requirement.
Security incident classification and notification
Provider classifies Security Incidents by severity:
| Severity | Definition | Notification |
|---|---|---|
| Critical | Confirmed unauthorized access to Customer Data | Within forty-eight hours |
| High | Potential unauthorized access to Customer Data | Within forty-eight hours |
| Medium | Vulnerabilities that could potentially impact Customer Data | In regular security reports or on Customer request |
| Low | Other security events with no direct impact on Customer Data | In regular security reports or on Customer request |
Trials and betas
Provider may offer optional Trials and Betas. Use is permitted for Customer’s internal evaluation during the period designated by Provider on the Order, or thirty days if not specified. Either party may terminate Customer’s use of Trials and Betas at any time. Trials and Betas may be inoperable, incomplete, or include features never released. Provider offers no warranty, indemnity, or SLA for Trials and Betas, and Provider’s liability for Trials and Betas does not exceed the fees paid for them or 1,000 USD, whichever is greater.
Usage metrics
Provider provides Customer access to usage metrics and trends for the Cloud Service at no additional charge. Metrics include at minimum active user counts, storage utilization, and service availability statistics.
Publicity
Either party may identify the other as a customer or vendor in marketing materials only with prior written consent. DuoCircle does not list customer names or logos publicly without consent. Customer reference calls, when offered, are coordinated through sales@duocircle.com.
Standardized agreement
Customer acknowledges that Provider’s quoted pricing is contingent on acceptance of these standardized Bonterms-derived terms. Material modifications may require pricing adjustments to reflect additional legal, operational, or risk costs.
Earlier versions
Documents previously published as the DuoCircle Subscription Agreement, the DuoCircle Services Agreement, the Commercial Terms and Conditions, the Refund Policy, the Chargeback Policy, the Support Policy, and the Account Ownership and Recovery Policy are superseded by these Cloud Terms together with the SLA, the AUP, and the DPA. Existing customers continue under the agreement in effect at the time their order was signed unless they opt in to these terms by accepting any new order placed after the effective date above.
Contact
For execution of a counter-signed Cloud Terms Cover Page, vendor onboarding, security questionnaires, NDA execution, or any custom term, email legal@duocircle.com.
Questions about this document?
DuoCircle LLC, 5965 Village Way, Suite 105-234, San Diego, CA 92130. Email legal@duocircle.com for legal inquiries, or support@duocircle.com for everything else.