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These Enterprise Terms and Conditions ("Enterprise Terms") are between Plus Five Five, Inc. ("Resend", "Company"), and the customer identified on an Order Form that references this document ("Customer"). The Enterprise Terms, any Order Form that references these Enterprise Terms, the Data Processing Addendum ("DPA"), and the Acceptable Use Policy ("AUP") together are the "Agreement". This Agreement contains, among other things, warranty disclaimers, liability limitations, use limitations and automatic renewal provisions. Each Order Form is governed by the applicable version of these Enterprise Terms agreed to by the parties. The DPA and the AUP that apply are always the then-current versions published at resend.com/legal/dpa and resend.com/legal/acceptable-use, as updated from time to time. The Privacy Policy describes how Company collects, uses, and discloses personal information from visitors to Company's website and applies to Customer's use of the Service.
If the documents conflict, this order controls, top first:
If Customer issues a purchase order or uses a vendor portal with its own terms, those terms do not change this Agreement, even if Company accepts or acknowledges the purchase order for its own processing.
Subject to this Agreement and Customer's payment of fees, Company grants Customer a non-exclusive, worldwide, non-transferable (except per Section 17.2), non-sublicensable right during the Subscription Term to access and use the Service for Customer's internal business purposes, in accordance with Company's applicable official user documentation for such Service. No rights or licenses are granted except as expressly and unambiguously set forth in this Agreement. The "Service" means the Resend website and services at resend.com.
Except as expressly set forth in the Agreement, Customer will not, and will not allow any third party to: (a) use the Service in violation of the Agreement, applicable law, or third party intellectual property, contractual or other proprietary rights, (b) reverse engineer, decompile, or attempt to derive the source code of the Service except as applicable law expressly prohibits such restriction, (c) modify, translate, or create derivative works based on the Service; (d) resell, sublicense, copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Service, (e) use the Service to build a competing product or to benchmark it for that purpose, or (f) circumvent the technical or contractual limits on Customer's use, including rate limits or usage caps in the Order Form.
Company may suspend access to the Service, or any part of it, on shorter notice (including immediately) if Customer's use is causing, or is reasonably likely to cause, material harm to the Service, other customers, or third parties. Examples include ongoing AUP violations, a security incident originating from Customer's use, and a denial-of-service event. Company will limit the scope of any suspension to the affected functionality where practical and will restore the Service as soon as the cause is resolved.
Customer's use of the Service is subject to the AUP. Customer is responsible for ensuring its authorized users comply.
Customer also agrees not to:
Customer must report any violations of the Agreement to support@resend.com.
Each individual who accesses the Service must be at least 18 years old. Customer is responsible for everything that happens under its account, including the actions of any authorized users to whom Customer gives access. Customer must safeguard its account credentials and API keys and is responsible for all activity under its account. Customer must notify Company promptly of any unauthorized access by emailing support@resend.com. Information Customer provides when creating or maintaining an account must be accurate and current.
The Service, including its underlying software, design, and documentation, is and remains the property of the Company and its licensors. Customer may not use the Resend name, logo, or trademarks without Company's prior written consent, except as expressly permitted in this Agreement.
Customer retains all rights, title, and interest in Customer Content.
If Customer gives Company feedback, suggestions, or ideas about the Service ("Feedback"), Customer grants Company a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use that Feedback for any purpose without obligation to Customer. Feedback is not Confidential Information.
Company will use commercially reasonable efforts to achieve Email Sending Uptime of at least 99.99% in each calendar month (the "Service Level").
"Email Sending" means the send pipeline functionality Company controls: the send API endpoints that accept and process valid send requests, and the message-processing infrastructure that hands those messages off for sending.
"Email Sending Uptime" means the percentage of time during a calendar month that the Email Sending functionality is available to accept and process valid send requests, measured in minutes. It is calculated as (total minutes in the calendar month minus Downtime Minutes) divided by total minutes in the calendar month, expressed as a percentage. Email Sending Uptime is a measure of the availability of this infrastructure to accept and process valid requests. It is not a measure of whether messages are delivered to, accepted by, or placed in the inbox of recipient mail servers, which depend on factors outside Company's control.
"Downtime Minutes" means the minutes of Email Sending unavailability as recorded on Company's public status page at resend-status.com.
If Company misses the Service Level in any calendar month, Customer is eligible for a service credit, subject to the procedures in Section 5.4, calculated as a percentage of the monthly fees paid for the affected Service in that month:
| Email Sending Uptime | Service Credit |
|---|---|
| Less than 99.99% but at least 99.9% | 5% |
| Less than 99.9% but at least 99.5% | 10% |
| Less than 99.5% but at least 99.0% | 20% |
| Less than 99.0% | 50% |
In no event will the total service credits for any calendar month exceed 50% of the fees for the affected Service for that month.
Service credits are not automatic. Customer must submit a written credit request to support@resend.com within fourteen (14) days following the end of the calendar month in which the Service Level was missed. Credit requests submitted after this window are forfeited. The request must include the dates and times of the affected sends and any logs or other evidence Customer relied on. Company will respond within thirty (30) days. Credits are applied to Customer's next invoice (or, for annual prepaid customers, the next renewal invoice) and are not redeemable for cash.
The Service Level does not apply to unavailability caused by:
(a) Scheduled maintenance for which Company provided at least 48 hours prior notice.
(b) Emergency maintenance reasonably required to address a security vulnerability.
(c) Customer's acts or omissions, including invalid recipient addresses, Customer's sending reputation, Customer Content that violates the Agreement or the AUP, or use of the Service exceeding the documented limits in the Order Form.
(d) Force Majeure Events under Section 17.4.
If Email Sending Uptime is below 99.90% in any three (3) calendar months within a rolling six (6) month period (a "Chronic Outage"), Customer may give Company written notice to support@resend.com identifying the Chronic Outage, within thirty (30) days after the end of the third such month. If Customer does not give notice within that window, this right lapses as to those months. Company will have thirty (30) days from receipt of the notice to remediate the Chronic Outage (the "Remediation Period") and will keep Customer reasonably informed of the steps it is taking. If Email Sending Uptime meets or exceeds the Service Level in the first full calendar month after the Remediation Period ends, Customer's termination right under this Section lapses as to the months identified in the notice. If it does not, Customer may terminate the affected Order Form by written notice given within thirty (30) days after the end of that first full calendar month, and Company will refund any prepaid fees attributable to the unused portion of the then-current Subscription Term after the termination date. This right is in addition to the service credits in Section 5.3.
Service credits under this Section 5 are Customer's sole and exclusive remedy, and Company's sole and exclusive liability, for any failure to meet the Service Level, except for Customer's chronic-outage termination right under Section 5.6.
The Service Level does not apply to Free Tier or Free Trial usage.
Company will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect Customer Content, including the controls described in Exhibit C of the DPA and Company's information security program. Customer can access Company's most recent attestation reports through the product dashboard, subject to the confidentiality obligations in Section 7.
(a) Commitment. Company will use commercially reasonable efforts to provide a First Response to Customer support tickets submitted through an Official Channel within one (1) Business Day.
(b) Definitions. "Business Hours" means the support hours available at resend.com/support, as may be updated from time to time by Company. A "Business Day" is a single period of Business Hours. "First Response" means a human acknowledgment of the ticket from Company's support team. An automated confirmation, autoresponder, or queue message is not a First Response. "Official Channel" means (i) email to support@resend.com, (ii) via resend.com/support or (iii) any dedicated support channel agreed in the Order Form.
(c) Coverage and exclusions. Tickets submitted through any channel other than an Official Channel, including direct messages to Company's employees on social or messaging platforms, do not start the First Response clock. A support ticket submitted within the last two hours of a Business Day, or outside Business Hours, is treated as received at the start of the next Business Day for purposes of the First Response.
(d) No remedy. Failure to meet the First Response does not entitle Customer to a service credit, refund, or any other financial remedy. Customer's sole remedy for a missed First Response is to escalate the ticket internally with Company by emailing support@resend.com and referencing the original ticket. The First Response is independent of the Service Level in Section 5.1, the service credits in Section 5.3, and the chronic-outage termination right in Section 5.6, and is not affected by, and does not affect, any of those provisions.
The Service lets Customer send messages through Company's API, which may include text, images, attachments, or other material ("Message Content"). Customer is also responsible for recipient lists, contact information, account configuration data, metadata, and any other data or content Customer transmits to or through the Service ("Customer Data"). Message Content and Customer Data are together "Customer Content", which term, notwithstanding anything else, does not include Aggregated De-Identified Data or Usage Data (each as defined below).
Customer represents and warrants that:
Customer retains all rights in Customer Content. Customer grants Company a non-exclusive, worldwide, royalty-free license to use, process, transmit, modify, and store Customer Content, in each case solely to provide, secure, and operate the Service for Customer, as further described in the DPA (to the extent Customer Content includes personal information).
Notwithstanding anything to the contrary, Company may process Usage Data to maintain the Service, including to monitor, investigate, prevent and detect fraud or security incidents and other misuse of the Service, for identity verification purposes, or to assess and address other performance or security issues. Company owns any Usage Data, which for clarity shall not be considered Customer's Confidential Information. "Usage Data" means backend data regarding the use of the Service, such as activity logs or event-based data and data used to identify the source and destination of a communication.
Notwithstanding anything to the contrary, Customer acknowledges and agrees that Company may (i) internally use and modify (but not disclose, except as needed to provide the Service or as required by law) Customer Content for the purposes of providing the Service to Customer, (ii) generate Aggregated De-Identified Data from Customer Content or Usage Data, and (iii) freely use, retain and make available Aggregated De-Identified Data for Company's business purposes (including without limitation, for purposes of improving, testing, operating, promoting and marketing Company's products and services), in each case (i)-(iii), during and after the term of this Agreement. "Aggregated De-Identified Data" means data submitted to, collected by, or generated by the Service in connection with Customer's use of the Service, but only in aggregate, de-identified form which can in no way be linked specifically to Customer.
Company will not use Customer Content to train, fine-tune, or improve any artificial intelligence or machine learning model that is offered as a product to customers other than Customer. In addition, Company will not include the bodies of Customer's messages or recipient personal information in any training corpus for any artificial intelligence or machine learning model, including any single-tenant or Customer-specific model.
This Section 6.4 does not restrict Company's Internal Systems. "Internal Systems" means systems that operate the Service for Customer's own benefit, including spam classification, abuse detection, fraud prevention, and deliverability optimization applied to Customer's own outbound mail, where the system is not used for or applied to other customers. Internal Systems are operational systems used to provide and secure the Service. They are not artificial intelligence or machine learning models offered as a product, and the prohibition in the first paragraph of this Section 6.4 does not turn an Internal System into one. For clarity, nothing in this Section 6.4 restricts Company's use of metadata and Company Usage Data (as defined in the DPA) to operate, secure, and optimize the Service through Internal Systems.
Where Customer Content includes personal data subject to applicable data protection law, the DPA applies, and unless otherwise specified in the DPA, Customer is the controller (or equivalent role) and Company is the processor (or equivalent role) as described in the DPA.
The Service is not designed or intended for Restricted Data (as defined below), and Customer will not submit Restricted Data, unless the Order Form expressly permits it. "Restricted Data" means data that carries heightened regulatory obligations and includes: (a) protected health information subject to HIPAA, (b) full payment card data subject to PCI DSS, and (c) other categories of sensitive regulated data. If set forth in the Order Form, Customer may submit protected health information under a Business Associate Agreement signed by both parties. Company has no liability arising from Restricted Data that Customer submits in violation of this Section, and the Customer's submission of Restricted Data to the Service is a breach of Section 2.2. This Section does not reduce Company's confidentiality, security, or data protection obligations for Customer Content that Customer is permitted to submit.
"Confidential Information" means non-public information disclosed by one party (the "Discloser") to the other (the "Recipient") in connection with this Agreement that is identified as confidential at the time of disclosure or that the Recipient should reasonably understand to be confidential given its nature and the circumstances of disclosure. Confidential Information of Customer includes Customer Content. Confidential Information of Company includes the Service and Company's audit and security reports.
The Recipient will (a) not disclose the Discloser's Confidential Information, except as expressly permitted in this Section 7, (b) use the Discloser's Confidential Information only to exercise its rights and perform its obligations under this Agreement, (c) protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar importance, and in no event less than a reasonable standard of care, and (d) limit access to its employees, contractors, advisors, and affiliates who have a need to know and are bound by confidentiality obligations no less protective than this Section 7.
Confidential Information does not include information that (a) is or becomes publicly available through no fault of the Recipient, (b) was rightfully in the Recipient's possession without confidentiality obligation before disclosure, (c) is rightfully received from a third party without breach of any confidentiality obligation, or (d) is independently developed by the Recipient without use of or reference to the Discloser's Confidential Information.
The Recipient may disclose Confidential Information to the extent required by law or legal process, provided that, to the extent legally permitted, the Recipient gives the Discloser prompt notice and reasonable cooperation so the Discloser can seek a protective order or similar remedy.
The obligations in this Section 7 continue for 5 years after termination of this Agreement, except that (a) trade secrets continue to be protected for as long as the information remains a trade secret under applicable law, and (b) the Recipient's obligations with respect to Customer Content that constitutes personal information continue for as long as the Recipient retains it under the DPA.
On termination or expiration, the Recipient will return or destroy the Discloser's Confidential Information on written request, except that the Recipient may retain copies in archival backups and as required by law, subject to continuing confidentiality.
Each party warrants that (a) it is duly organized and in good standing in the jurisdiction of its formation, (b) it has full authority to enter into and perform this Agreement, and (c) its performance of this Agreement will comply with applicable law.
Customer warrants that Customer Content, and Customer's use of the Service, do not and will not (a) infringe or misappropriate any third party's intellectual property or other rights, (b) violate any third party's privacy or publicity rights, or (c) violate any applicable law, including CAN-SPAM, GDPR, and other anti-spam and data protection laws.
EXCEPT FOR THE EXPRESS WARRANTIES IN THIS SECTION 8, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE. COMPANY DOES NOT WARRANT THAT MESSAGES WILL BE DELIVERED, OPENED, OR ACTED ON BY RECIPIENTS. THIS SECTION DOES NOT AFFECT WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
The Service involves the use of artificial intelligence or machine learning, and as part of the Service, Customer may provide inputs to be processed by the Service ("Inputs") and receive outputs generated and returned by the Service based on the Inputs ("Outputs"). Customer acknowledges and agrees that (i) artificial intelligence and machine learning are rapidly evolving fields of study, and given the probabilistic nature of machine learning, use of the Service may in some situations result in incorrect or inaccurate information, (ii) Customer must verify the accuracy and appropriateness of any outputs that are provided by the Service before relying on any such outputs, (iii) relying upon any outputs generated by the Service without first verifying their accuracy could cause harm, (iv) Customer will not include any unnecessary, inaccurate or deceptive inputs in connection with its use of the Service (including in an attempt to steer the Service to generate inaccurate results), (v) Outputs may bear resemblance to outputs generated for other customers who provide similar inputs, and Customer's rights to the Outputs generated based on Inputs shall not be interpreted to limit the rights of other customers, and (vi) Customer has no rights to outputs that are generated from the Service for other customers, regardless of any level of similarity.
The Service may allow Customer to configure, authorize, and manage the permissions, access rights, and operating parameters (collectively, "Customer-Set Rules") of an Automated Agent made available through the Service. Without limiting the rest of this Section 9, if such Automated Agent acts based on the Customer-Set Rules or directions, Customer is responsible for such actions and their consequences, including any access, modifications, or transactions performed through or by such Automated Agents, unless they are caused by Company's gross negligence or willful misconduct. "Automated Agent" means Company's proprietary software agent or agents provided as part of the Service that, upon Customer's express authorization, access and process Customer Content on a continuous or periodic basis.
Customer acknowledges that the Service is intended to be used with third party artificial intelligence services, systems, and large language models that are developed, owned, or operated by a third party and integrated into or made available through the Service for Customer's use hereunder (each, a "Third-Party AI Model"). For the avoidance of doubt, Third-Party AI Models do not include any artificial intelligence that is proprietary to or developed by Company. Customer acknowledges and agrees that: (a) the Service serves as a software and orchestration layer that facilitates Customer's use of Third-Party AI Models; (b) Customer is solely responsible for selecting, approving, and evaluating the suitability of any Third-Party AI Models for Customer's intended use and for ensuring that Customer's use of such Third-Party AI Models complies with all applicable laws and regulations; (c) Customer's use of Third-Party AI Models is subject to the applicable terms, conditions, and policies of the respective third-party providers; (d) Company does not represent or warrant the accuracy, reliability, availability, or fitness for any particular purpose of any Outputs generated by Third-Party AI Models; and (e) Customer shall look solely to the applicable third-party provider with respect to any warranties, indemnities, or other remedies relating to the Third-Party AI Models themselves. Company is not a party to any agreement with respect to Customer's use or engagement with any such Third-Party AI Model. Company will not be responsible or liable to Customer for any loss, damage, expense, liability, or costs arising from Customer's use of any Third-Party AI Model or failure of any Third-Party AI Model to operate correctly, except to the extent arising from Company's gross negligence or willful misconduct in integrating or configuring such Third-Party AI Model within the Service.
Subject to Sections 10.2 and 10.5, Company will defend and indemnify Customer from all losses, liabilities, and expenses paid or payable to an unaffiliated third party (including reasonable attorneys' fees) (collectively, "Losses") that arise from or relate to any claim, suit, or proceeding by such third party (a "Claim") alleging that the Service infringes or misappropriates a third party's intellectual property right.
Section 10.1 does not apply to the extent a Claim arises from (a) any information, technology, materials or data not created or provided by Company (including without limitation, Customer Content), (b) Customer's combination of the Service with software, hardware, content, or data not provided or recommended by Company, where the Claim would not have arisen but for the combination, (c) modifications to the Service not made by Company, (d) Customer's use of the Service after Company has notified Customer to discontinue use due to an infringement Claim, or use of a version other than the most current generally available version when use of the current version would have avoided the Claim, (e) Customer-provided instructions or specifications, or (f) Customer's breach of this Agreement, including the AUP.
If the Service becomes, or in Company's reasonable opinion is likely to become, the subject of an infringement Claim, Company may, at Company's option and expense, (a) obtain for Customer the right to continue using the Service, (b) modify or replace the Service so it is non-infringing without materially reducing functionality, or (c) if (a) and (b) are not commercially reasonable, terminate the affected portion of the Service and refund any prepaid fees attributable to the unused portion of the then-current Subscription Term. Section 10.1, together with this Section 10.3, states Company's entire liability and Customer's exclusive remedy for any infringement Claim.
Subject to Section 10.5, Customer will defend and indemnify Company from all Losses against any Claim arising from (a) Customer Content, including any allegation that Customer Content infringes or misappropriates a third party's intellectual property, violates privacy or publicity rights, or violates applicable law, including anti-spam law, (b) Customer's use of the Service (including any reliance or actions taken based on Outputs), or (c) Customer's breach of Sections 6.1 (Customer Content), 3.1 (Acceptable Use), 6.6 (Restricted Data), 8.2 (Customer Warranty), or the AUP.
The indemnified party will (a) promptly notify the indemnifying party of the Claim in writing (delay does not relieve the indemnifying party except to the extent it is materially prejudiced), (b) give the indemnifying party the option to assume sole control over the defense and settlement of the Claim, except that no settlement that imposes any non-monetary obligation, payment, admission of fault, or restriction on the indemnified party may be made without the indemnified party's prior written consent (not to be unreasonably withheld), and (c) provide reasonable cooperation at the indemnifying party's expense.
EXCEPT FOR THE UNCAPPED CLAIMS IN SECTION 11.5, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST GOODWILL, OR LOSS OF DATA, ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EXCEPT FOR THE ENHANCED-CAPPED CLAIMS IN SECTION 11.3 AND THE UNCAPPED CLAIMS IN SECTION 11.5, EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO COMPANY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM (the "General Cap").
SUBJECT TO SECTION 11.4 AND EXCEPT FOR THE UNCAPPED CLAIMS IN SECTION 11.5, EACH PARTY'S TOTAL CUMULATIVE LIABILITY FOR THE FOLLOWING WILL NOT EXCEED TWO TIMES (2X) THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO COMPANY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM (the "Enhanced Cap"):
(a) Breach of Section 7 (Confidentiality).
(b) Breach of the DPA.
(c) Breach of Company's security obligations in Section 5.9.
This Section 11.4 applies only to Company's liability under Section 11.3. For any Order Form where the Enhanced Cap would exceed the limit of Company's then-current applicable insurance coverage under Section 12 (the "Applicable Coverage Limit"), the Company's aggregate liability shall not exceed the greater of (i) the Applicable Coverage Limit, or (ii) a fixed amount stated in the Order Form. The purpose of this Section 11.4 is to align Company's enhanced exposure with the insurance coverage that responds to it, without ever capping Company's liability for a security, confidentiality, or DPA breach below the General Cap that applies to ordinary claims.
The limitations in this Section 11 do not apply to:
(a) Customer's payment obligations.
(b) Either party's gross negligence, fraud, or willful misconduct.
(c) Customer's breach of Section 2.2 (Use Restrictions) or the AUP.
(d) Liability that cannot be limited or excluded under applicable law.
(e) Either party's indemnification obligations.
The limitations in this Section 11 are a fundamental part of the bargain between the parties and apply even if any limited remedy fails of its essential purpose.
During the Subscription Term, including any renewal terms, Company will maintain, at Company's own expense, commercial insurance policies issued by insurers of recognized standing providing at least the following coverage:
(a) Commercial General Liability insurance with limits of at least USD $1,000,000 per occurrence and USD $2,000,000 in the aggregate.
(b) Technology Errors and Omissions / Cyber Liability insurance with limits of at least USD $1,000,000 per occurrence.
(c) Workers' Compensation insurance as required by applicable law.
Self-insurance, captive insurance, and similar alternative risk-financing arrangements do not satisfy Company's obligations under this Section 12.
On Customer's reasonable written request, not more than once per calendar year, Company will provide a certificate of insurance evidencing the foregoing coverage.
If Company's coverage falls below the levels in Section 12.1 during the Subscription Term, Company will notify Customer within 30 days and use commercially reasonable efforts to restore coverage to the stated levels within 60 days through one or more commercial insurance policies issued by insurers of recognized standing.
Customer will pay the fees stated in the Order Form ("Fees"). If Customer exceeds any user or usage limitations set forth on an Order Form, then (i) Company shall invoice Customer for such additional users or usage at the overage rates set forth on the Order Form (or if no overage rates are set forth on the Order Form, at Company's then-current standard overage rates for such usage), in each case on a pro-rata basis from the first date of such excess usage through the end of the then-current Subscription Term, and (ii) if the then-current Subscription Term renews, such renewal shall include the additional fees for such excess users and usage.
If either party does not provide notice of non-renewal by the Non-Renewal Deadline (as defined in Section 14.1), Company may propose a change in Fees for the next renewal term by providing written notice (the "Price Change Notice") no later than the day immediately following the Non-Renewal Deadline. After receipt of the Price Change Notice, Customer will have a maximum of fourteen (14) days to provide written notice (email to suffice) to Company as to whether it accepts or rejects the proposed change in Fees. Customer's failure to provide such notice shall be deemed acceptance of the proposed change in Fees. If the Customer rejects, the parties shall work together in good faith to come to an agreement before the end of the then-current Subscription Term. If the parties fail to come to an agreement by the end of the then-current Subscription Term, the parties may mutually agree to (a) extend the start date of the renewal term to allow for extra time to negotiate or (b) not renew the Agreement.
Company will invoice Customer in advance for each annual or multi-year prepayment, and invoices are due net 30 days from the invoice date.
If Customer disputes any invoiced amount in good faith, Customer must notify Company in writing within 15 days of the invoice date describing the basis for the dispute. The parties will work in good faith to resolve the dispute within 15 business days. Customer must pay undisputed amounts on schedule.
Past-due undisputed amounts accrue interest at the lower of 1.5% per month or the maximum rate permitted by law, from the due date until paid. Interest does not accrue on amounts Customer is disputing in good faith under Section 13.4, unless the dispute is resolved in Company's favor, in which case interest accrues from the original due date. Customer is responsible for collection costs, including reasonable attorneys' fees, that Company incurs in collecting overdue amounts.
If Customer fails to pay any undisputed invoiced amount when due, Company will provide written notice. If Customer does not cure within ten (10) days after that notice, Company may suspend the Service or any part of it. If the non-payment remains uncured for a further thirty (30) days after suspension, Company may terminate this Agreement and the affected Order Forms under Section 15. Suspension for non-payment does not relieve Customer of its payment obligations, and Company will restore the Service promptly after Customer pays all undisputed past-due amounts.
(a) Fees are exclusive of all taxes, levies, and similar government charges. Customer is responsible for all such taxes associated with the Service, except taxes assessed on Company's net income.
(b) If Customer is required by law to withhold any tax from a payment to Company, Customer will gross up the payment so that Company receives the full invoice amount after the withholding, unless Customer provides Company with a valid withholding-tax exemption certificate before the payment is due.
(c) If Customer is in a jurisdiction in which Company is required to register for and collect VAT, GST, or a similar transactional tax, Customer will provide Company with a valid tax-registration number, where applicable, and Company will add the applicable tax to Company's invoice.
Company may offer a free tier ("Free Tier") or free trials ("Free Trial") at Company's discretion. Free Tier and Free Trial usage is subject to the limits described on Company's pricing page and may be modified, suspended, or discontinued at any time without notice. Notwithstanding anything else, Free Tier and Free Trial access is provided (a) "AS IS" with no warranty of any kind, (b) with no obligation or liability of Company with respect to any Customer Content, (c) with no obligation of Company to provide any support or service level commitment, (d) with no indemnification from or liability of Company (unless such exclusion of liability is not enforceable under applicable law, in which case Company's liability with respect to the Free Tier or Free Trial shall not exceed $100).
The "Subscription Term" for each Order Form starts on the Effective Date stated in the Order Form (the "Order Form Effective Date") and runs for the period stated in the Order Form. The Subscription Term automatically renews for additional one-year terms unless either party gives written notice of non-renewal no later than 30 days before the end of the then-current Subscription Term (such date, the "Non-Renewal Deadline").
Neither party may terminate this Agreement for convenience during a Subscription Term, except as expressly permitted in the Order Form or in these Enterprise Terms.
Either party may terminate this Agreement and all Order Forms on written notice if the other party:
(a) Materially breaches this Agreement and fails to cure the breach within 30 days after written notice describing the breach in reasonable detail, except that breaches of Section 7 (Confidentiality), Section 2.2 (Use Restrictions), or the AUP that are not curable, or that cause material ongoing harm, may be the basis for immediate termination on notice; or
(b) Becomes insolvent, makes a general assignment for the benefit of creditors, files or has filed against it a petition in bankruptcy that is not dismissed within 60 days, or ceases to conduct business in the ordinary course.
Notwithstanding Section 15.2(a), Customer's failure to pay undisputed fees when due is subject to the 10-day cure period in Section 13.6.
This Section 15 does not limit Customer's other termination rights set forth in the Agreement.
(a) On termination or expiration, Customer's right to access and use the Service ends.
(b) For 90 days after termination or expiration, Company will make Customer Content available for export through the Service in a structured, machine-readable format (the "Export Window").
(c) Deletion and certification. Company will delete Customer Content from Company's active production systems within 30 days after the Export Window closes, except to the extent retention is required by applicable law. On Customer's written request, Company will provide written certification of that deletion. Customer Content residing in routine backups is purged in the ordinary course of Company's backup rotation, and in any event within 90 days after termination or expiration, after which it is not restored to active use. Deletion of personal data is also governed by the DPA, and Company will align Company's deletion and certification practices under this Section 15.4 with the DPA.
(d) If Customer terminates the Agreement for Company's material uncured breach, Company will refund any prepaid fees attributable to the unused portion of the then-current Subscription Term.
(e) If Company terminates the Agreement for Customer's material uncured breach, or for Customer's non-payment, Customer will pay all fees that would have become due over the remainder of the then-current Subscription Term. This is in addition to any other remedies available to Company at law or in equity.
Sections that by their nature should survive termination will survive, including Sections 1 (the Agreement), 2.2 (Use Restrictions), 4 (Intellectual Property), 5 (Support, Availability, and Security but only with respect to service-credit obligations accrued before termination), 6.1 (Customer Content responsibility for periods before termination), 6.2 (Usage Data), 6.3 (Aggregated De-Identified Data), 6.4 (AI Training Prohibition), 6.6 (Restricted Data), 7 (Confidentiality), 8.3 (Disclaimer), 9 (AI Features), 10 (Indemnification), 11 (Limitation of Liability), 12 (Insurance), 13 (with respect to accrued Fees and 13.8), 15.4 (Effect of Termination), 15.5 (Survival), 16 (Notices, Governing Law, and Amendments), and 17 (General).
Legal notices under this Agreement must be in writing. Notices to Company go to Plus Five Five, Inc., Attn: Legal, 2261 Market Street #5039, San Francisco, CA 94114, with a copy to legal@resend.com. For support inquiries, use support@resend.com. Notices to Customer go to the legal-notices address and email stated in the Order Form. Notices are effective on (a) personal delivery, (b) the second business day after deposit with a recognized overnight courier, or (c) confirmed email delivery, whichever occurs first.
This Agreement is governed by the laws of the State of California, without regard to its conflict-of-law principles. Any action or proceeding arising out of or relating to this Agreement will be brought exclusively in the state or federal courts located in San Francisco, California, and the parties consent to the exclusive jurisdiction of those courts. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
This Agreement may be amended or modified only by a written agreement signed by both parties. Company may publish updated versions of these Enterprise Terms at resend.com/legal/enterprise-terms; an updated version applies to an existing Order Form only if the parties agree to it in writing, including by signing a new or renewal Order Form that references it.
The parties are independent contractors. No agency, partnership, joint venture, or employment relationship is created.
Neither party may assign this Agreement without the other party's prior written consent, except that either party may assign this Agreement in its entirety, without such consent, to its successor in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its equity or assets. Any attempted assignment in violation of this Section is void.
There are no third-party beneficiaries to this Agreement.
Neither party will be liable for any delay or failure to perform (other than Customer's payment obligations) caused by an event beyond its reasonable control (a "Force Majeure Event"), including natural disasters, war, terrorism, riots, civil unrest, government action, epidemics or pandemics, labor disputes, internet or telecommunications failures, or failures of third-party hosting or infrastructure providers, provided that the affected party uses commercially reasonable efforts to mitigate and resume performance. If a Force Majeure Event prevents Company from materially providing the Service for 30 or more consecutive days, Customer may terminate the affected Order Form on written notice and Company will refund any prepaid fees attributable to the unused portion of the then-current Subscription Term.
By signing an Order Form, Customer grants Company a non-exclusive, royalty-free, worldwide license to use Customer's name, logo, and trademarks to identify Customer as a customer of Company, including on Company's website, in marketing materials, in case studies, and in other promotional content. Company will use Customer's name and logo in a professional manner and in accordance with any brand guidelines Customer provides to Company in writing. Where practical, Company will make a best effort to contact Customer for collaboration or review before publishing case studies, press materials, or other prominent marketing uses of Customer's name or logo.
The Service may link to or interoperate with third-party sites and services that Company does not control. Company is not responsible for the content, policies, or practices of any third-party site or service, and Customer's use of them is at Customer's own risk.
Customer acknowledges and agrees that (i) the Service may integrate with, connect to, or otherwise use platforms, products or services operated or provided by third parties (e.g., other vendors of Customer) ("Vendor Integrations"), including via use of application programming interfaces (APIs) provided by such Vendor Integrations, (ii) the availability and operation of the Service or certain portions thereof may be dependent on Company's ability to access such Vendor Integrations, and (iii) Customer's failure to provide adequate access or any retraction of permissions relating to such Vendor Integrations may result in a suspension or interruption of the Service. Customer hereby represents and warrants that it has all rights, licenses, permissions and consents necessary to connect, use and access any Vendor Integrations that it integrates with the Service, and Customer is solely responsible for procuring any and all rights necessary for it to access Vendor Integrations (including any Customer Content or other information relating thereto) and for complying with any applicable terms or conditions thereof. Any exchange of data or other interaction between Customer and a third party provider is solely between Customer and such third party provider and is governed by such third party's terms and conditions. Company cannot and does not guarantee that the Service shall incorporate (or continue to incorporate) any particular Vendor Integrations and does not make any representations or warranties with respect to Vendor Integrations.
Each party will comply with applicable U.S. and other export-control and sanctions laws. Customer represents that it is not, and is not owned or controlled by, a person on a restricted-party list, and that it will not use or transfer the Service in violation of those laws.
The Agreement, including any amendments thereto, may be executed in counterparts, each of which is an original, and all of which together are one agreement. Electronic signatures (including via DocuSign or a similar service) are valid and binding.
If any provision of this Agreement is held invalid or unenforceable, the remaining provisions remain in effect, and the invalid provision will be limited or replaced to the minimum extent necessary to make it enforceable while preserving the parties' intent.
A failure to enforce any provision of this Agreement is not a waiver of that or any other provision.
This Agreement is the entire agreement between the parties about its subject matter and supersedes any prior or contemporaneous agreement, proposal, or representation about that subject matter.
For support: support@resend.com. For legal notices: legal@resend.com.