These Terms of Service ("Terms") govern your access to and use of the AsyncGuard platform, including all associated services, APIs, documentation, and support (collectively, the "Service"), operated by AsyncGuard ("Company," "we," "us," or "our"), a company incorporated in Japan. By creating an account or using the Service, you agree to be bound by these Terms. If you do not agree, do not use the Service.
01 Definitions
- "Customer," "you," or "your" refers to the individual or entity that registers for and uses the Service.
- "Service" refers to the AsyncGuard SaaS platform, including message relay, dead letter management, retry orchestration, monitoring dashboards, and all related features.
- "Supported Platforms" refers to third-party systems that AsyncGuard integrates with, including but not limited to Salesforce, Microsoft (Graph API, Dynamics 365), and SAP.
- "Customer Data" refers to all data, messages, configurations, and content that you submit to or process through the Service.
- "Subscription" refers to your selected plan and billing arrangement for access to the Service.
02 Account Terms
To use the Service, you must create an account by providing accurate and complete registration information. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account.
- You must be at least 18 years old or the age of legal majority in your jurisdiction to create an account.
- If you are registering on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.
- You must provide a valid email address and keep your contact information current.
- You are responsible for notifying us immediately at support@asyncguard.dev if you suspect unauthorized access to your account.
- We reserve the right to suspend or terminate accounts that violate these Terms or that remain inactive for an extended period, with reasonable prior notice.
03 Free Trial
AsyncGuard offers a 14-day free trial for new customers. During the trial period:
- No credit card is required to start the trial.
- You will have access to the features included in your selected plan tier.
- At the end of the trial period, your account will be downgraded unless you subscribe to a paid plan.
- We reserve the right to modify or discontinue the free trial offer at any time.
- Trial accounts are limited to one per organization.
04 Subscription and Billing
4.1 Plans and Pricing
The Service is offered on a subscription basis with multiple plan tiers (Micro, Starter, Growth, and Scale). Current pricing and feature details are published on our website. We reserve the right to change pricing with at least 30 days' written notice before the next billing cycle.
4.2 Payment Processing
All payments are processed through Stripe. By subscribing to a paid plan, you agree to Stripe's Terms of Service. We do not store your full payment card details on our servers.
4.3 Billing Cycle
Subscriptions are billed monthly or annually, depending on the plan you select. Billing begins at the end of your free trial or upon subscribing to a paid plan, whichever occurs first.
4.4 Usage Limits
Each plan includes a monthly message volume allowance. If you exceed your plan's message limit, overage charges may apply as described in your plan details, or your service may be throttled until the next billing cycle. We will notify you when you approach your usage limit.
4.5 Cancellation and Refunds
- You may cancel your subscription at any time through your Stripe billing portal or by contacting support@asyncguard.dev.
- Cancellation takes effect at the end of the current billing period. You will retain access to the Service until then.
- We do not provide prorated refunds for partial billing periods unless required by applicable law.
- Annual subscriptions may be eligible for a prorated refund within the first 30 days of the subscription term.
05 Service Level Agreement
Uptime Target: AsyncGuard targets 99.9% monthly uptime for the core message relay and processing infrastructure. This equates to no more than approximately 43 minutes of unplanned downtime per month.
5.1 Uptime Calculation
Uptime is calculated as the percentage of total minutes in a calendar month during which the Service's core functionality (message ingestion, processing, and delivery) is operational. Scheduled maintenance windows, announced at least 48 hours in advance, are excluded from uptime calculations.
5.2 Service Credits
If monthly uptime falls below 99.9% for customers on the Scale plan with an active SLA guarantee, service credits will be applied as follows:
- 99.0% - 99.9%: 10% credit on the monthly fee
- 95.0% - 99.0%: 25% credit on the monthly fee
- Below 95.0%: 50% credit on the monthly fee
Service credits must be requested within 30 days of the affected month and are applied to future invoices. Credits do not exceed the total fees paid for the affected month.
5.3 Exclusions
The SLA does not apply to downtime caused by:
- Outages or failures of Supported Platforms (Salesforce, Microsoft, SAP) or other third-party services.
- Force majeure events, including natural disasters, war, or government actions.
- Customer misconfigurations, unauthorized modifications, or actions that violate these Terms.
- Network issues outside of our control, including internet transit provider failures.
06 Acceptable Use
You agree to use the Service only for lawful purposes and in compliance with these Terms. You shall not:
- Use the Service to transmit, store, or process any data that violates applicable laws or regulations.
- Attempt to gain unauthorized access to any part of the Service, other customer accounts, or connected systems.
- Interfere with, disrupt, or place an unreasonable burden on the Service or its infrastructure.
- Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service.
- Use the Service to send unsolicited messages, spam, or conduct phishing or other fraudulent activities.
- Resell, sublicense, or redistribute the Service without our prior written consent.
- Use the Service in a manner that could damage, disable, or impair the Service for other customers.
- Circumvent or manipulate usage metering, billing, or rate-limiting mechanisms.
We reserve the right to suspend or terminate your access if we reasonably determine that your use violates this section, with notice where practicable.
07 Intellectual Property
7.1 Our Intellectual Property
The Service, including all software, algorithms, user interfaces, documentation, trademarks, and proprietary technology, is owned by AsyncGuard and protected by intellectual property laws. These Terms do not grant you any ownership rights in the Service. You are granted a limited, non-exclusive, non-transferable, revocable license to use the Service during your subscription term in accordance with these Terms.
7.2 Your Data
You retain all rights, title, and interest in your Customer Data. By using the Service, you grant us a limited license to process, transmit, and store your Customer Data solely for the purpose of providing and improving the Service. We will not sell, share, or use your Customer Data for purposes unrelated to the Service without your explicit consent.
7.3 Feedback
If you provide suggestions, feature requests, or other feedback about the Service, we may use such feedback without obligation or compensation to you.
08 Data Handling and Privacy
We take the security and privacy of your Customer Data seriously.
- Customer Data is encrypted in transit (TLS 1.2+) and at rest.
- Message retention periods are determined by your subscription plan (7 days to 1 year).
- Upon account termination, Customer Data will be deleted within 30 days, unless a longer retention period is required by law or requested by you.
- Our handling of personal data is governed by our Privacy Policy, which forms part of these Terms.
- We may process data in regions outside your jurisdiction as necessary to operate the Service. We will implement appropriate safeguards for cross-border data transfers as required by applicable data protection laws.
09 Confidentiality
Each party agrees to keep confidential any non-public information received from the other party and marked as confidential, or that a reasonable person would understand to be confidential. Confidential information shall not be disclosed to third parties except as necessary to perform obligations under these Terms, with the receiving party using at least the same degree of care it uses to protect its own confidential information.
This obligation does not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party; (c) is independently developed without reference to confidential information; or (d) is required to be disclosed by law or legal process, provided the receiving party gives prompt notice where permitted.
10 Warranties and Disclaimers
We warrant that the Service will perform materially in accordance with its published documentation during your subscription term. If the Service fails to meet this warranty, your sole remedy is for us to use commercially reasonable efforts to correct the non-conformity or, if we are unable to do so within a reasonable period, to terminate your subscription and provide a prorated refund.
Disclaimer: Except as expressly set forth above, the Service is provided "as is" and "as available." We disclaim all other warranties, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Service will be uninterrupted, error-free, or that it will meet all of your requirements.
AsyncGuard relies on the availability and proper functioning of Supported Platforms. We are not responsible for errors, outages, or limitations imposed by Salesforce, Microsoft, SAP, Stripe, or any other third-party service provider.
11 Limitation of Liability
To the maximum extent permitted by applicable law:
- Indirect Damages: In no event shall either party be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, business opportunities, or goodwill, regardless of the cause of action or theory of liability.
- Cap on Liability: Our total aggregate liability arising out of or in connection with these Terms or the Service shall not exceed the total fees you paid to us during the twelve (12) months immediately preceding the event giving rise to the claim.
- Essential Basis: The limitations in this section reflect the allocation of risk between the parties and are an essential basis of the agreement between us.
Nothing in these Terms excludes or limits liability for fraud, gross negligence, willful misconduct, or any liability that cannot be excluded under applicable law (including, where applicable, the Japanese Consumer Contract Act).
12 Indemnification
You agree to indemnify and hold harmless AsyncGuard, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or related to: (a) your use of the Service in violation of these Terms; (b) your Customer Data; or (c) your violation of any applicable law or third-party rights.
We agree to indemnify and hold you harmless from claims that the Service, as provided by us, infringes any third-party intellectual property rights, provided you give us prompt notice and reasonable cooperation in the defense of such claims.
13 Termination
13.1 Termination by You
You may terminate your account at any time by canceling your subscription through the Stripe billing portal or by contacting us at support@asyncguard.dev. Cancellation takes effect at the end of the current billing period.
13.2 Termination by Us
We may terminate or suspend your account if:
- You materially breach these Terms and fail to cure such breach within 15 days of written notice.
- You fail to pay any fees when due and do not resolve the outstanding balance within 10 days of notice.
- Your use of the Service poses a security risk or causes harm to other customers.
- We are required to do so by law or regulation.
- We discontinue the Service with at least 90 days' prior written notice.
13.3 Effect of Termination
Upon termination:
- Your right to access and use the Service ceases immediately (or at the end of the billing period for voluntary cancellations).
- We will make your Customer Data available for export for 30 days following termination, after which it will be permanently deleted.
- Sections relating to intellectual property, limitation of liability, indemnification, governing law, and any provisions that by their nature should survive termination will continue in effect.
14 Changes to These Terms
We may update these Terms from time to time. When we make material changes, we will notify you via email or through an in-app notification at least 30 days before the changes take effect. Your continued use of the Service after the effective date of the updated Terms constitutes your acceptance of the changes. If you do not agree with the updated Terms, you may cancel your subscription before the changes take effect.
15 Governing Law and Dispute Resolution
These Terms are governed by and construed in accordance with the laws of Japan, without regard to its conflict of law provisions.
Any disputes arising out of or in connection with these Terms shall first be attempted to be resolved through good-faith negotiation between the parties. If a dispute cannot be resolved through negotiation within 30 days, it shall be submitted to the exclusive jurisdiction of the Tokyo District Court (Tokyo Chiho Saibansho) as the court of first instance.
16 General Provisions
- Entire Agreement: These Terms, together with any referenced policies (including our Privacy Policy), constitute the entire agreement between you and AsyncGuard regarding the Service.
- Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
- Waiver: Our failure to enforce any right or provision of these Terms shall not be deemed a waiver of such right or provision.
- Assignment: You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of our assets.
- Force Majeure: Neither party shall be liable for any failure or delay in performing its obligations under these Terms due to circumstances beyond its reasonable control, including natural disasters, war, terrorism, pandemic, labor disputes, government actions, or failures of third-party infrastructure.
- Notices: Notices under these Terms may be sent via email to the address associated with your account. Notices to us should be directed to support@asyncguard.dev.
17 Contact Information
If you have any questions about these Terms, please contact us:
Email: support@asyncguard.dev
Company: AsyncGuard
Location: Japan