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CobraLedger 365 Backup & Archive — Terms and Conditions

Effective date: September 2, 2026

These Terms and Conditions (the "Terms") form a binding legal agreement between you and the business you represent ("Customer," "you," or "your") and Prevail-IT Solutions USA Inc, a Florida corporation with its principal place of business at 4491 S SR-7, Davie, FL 33314 ("Prevail-IT," "we," "us," or "our"). Prevail-IT operates the CobraLedger 365 Backup & Archive service made available at cobraledger.com and mailarchiver.cobraledger.com (together with all related software, applications, and websites, the "Service").

PLEASE READ THESE TERMS CAREFULLY. By creating an account, clicking "I agree" (or a similar control), starting a free trial, connecting a Microsoft 365 tenant, or otherwise accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms and by our Privacy Statement, which is incorporated by reference. If you do not agree, you must not access or use the Service.

Section 15 (Not a Backup or Disaster-Recovery Solution), Section 17 (Disclaimer of Warranties), Section 18 (Limitation of Liability), Section 19 (Indemnification), and Section 25 (Governing Law; Arbitration; Class-Action and Jury-Trial Waiver) contain important limitations of our liability and affect your legal rights. Read them carefully.

1. The Service

1.1 What the Service is. CobraLedger 365 Backup & Archive is a software-as-a-service platform that copies email from Microsoft 365 mailboxes that you designate into Archive Storage that we provision and operate as part of the Service, in standard .eml format, and maintains searchable metadata that lets you browse, search, and download the archived email through a web portal.

1.2 Archive Storage. "Archive Storage" means the storage in which the Service keeps your archived email. Archive Storage is provisioned, operated, and administered by us as part of the Service; you do not need to supply, configure, or pay for any storage account of your own. The Service does not impose a fixed storage quota or per-gigabyte fees for Archive Storage ("unlimited storage"); this is subject to Section 6 (Acceptable Use) and applies to email archived from your connected mailboxes through the Service's intended operation.

1.3 Data ownership and portability. As between the parties, the archived email is and remains your Customer Data; we do not take ownership of your email. Archived messages are kept in standard .eml format, and you may search, download, and export them through the web portal, including in bulk, at any time during your subscription. Our systems also maintain a searchable index and operational metadata that reference that content.

1.4 Changes to the Service. We may add, modify, suspend, or discontinue any part of the Service, including features, plan contents, and integrations, at any time. We will use commercially reasonable efforts to give notice of material adverse changes to paid features.

2. Definitions

3. Eligibility and Accounts

3.1 Business use only. The Service is offered solely to businesses and other organizations and the individuals who act on their behalf. It is not directed to consumers or to individuals for personal, family, or household purposes.

3.2 Authority. You represent and warrant that the individual accepting these Terms is at least 18 years old and is authorized to bind the Customer, and that the Customer is authorized to enter into these Terms.

3.3 Account security. Login to the Service is primarily through Microsoft sign-in. You are responsible for maintaining the confidentiality of your credentials and for all activity that occurs under your account. You must notify us promptly of any unauthorized use.

3.4 Accurate information. You agree to provide accurate, current, and complete Account Data and to keep it up to date.

4. Microsoft 365 Connection; Your Authority and Responsibilities

4.1 Your authorization. The Service requires you to connect one or more Microsoft 365 tenants and to grant read access to mail for the mailboxes you designate. You represent and warrant that you own or control those tenants and mailboxes and that you have all rights, authority, consents, and lawful bases necessary to connect them, to have their contents archived, and to permit us to process Customer Data as described in these Terms and the Privacy Statement.

4.2 Compliance with Microsoft terms. Your use of the Microsoft Services in connection with the Service remains governed by your agreements with Microsoft. You are responsible for your Microsoft 365 licensing, configuration, and compliance with Microsoft's terms.

4.3 Read-only scope. The Service requests read-only access to mail and does not send, modify, move, or delete email in your live mailboxes. You are responsible for the permissions and application access policies you configure in your tenant.

4.4 Employee and third-party notice. You are solely responsible for providing any notices to, and obtaining any consents from, your employees, contractors, and other individuals whose email may be archived, and for ensuring that archiving their email is lawful in every applicable jurisdiction. This includes obligations under employment, privacy, telecommunications-secrecy, and data-protection laws.

4.5 Your legal obligations. You are solely responsible for determining and satisfying your own legal, regulatory, evidentiary, and records-retention obligations. The Service is a tool; it does not determine what you must retain or for how long, and our provision of the Service is not legal, tax, compliance, or professional advice.

5. Customer Data; Our Limited Role

5.1 You control Customer Data. As between the parties, Customer Data is and remains yours. With respect to Customer Data, you act as the data controller (or equivalent) and we act as your data processor / service provider, processing Customer Data only to provide and support the Service and as instructed by you through your use of the Service. Our processing is further described in the Privacy Statement and, where applicable, a Data Processing Addendum ("DPA") available from us on request, which is incorporated into these Terms when executed or when you accept it in the Service.

5.2 Our access. We access Customer Data only as necessary to provide, secure, maintain, and support the Service, to prevent or address technical or security problems, to comply with law, and to enforce these Terms.

5.3 Aggregated and de-identified data. We may generate and use aggregated, anonymized, or de-identified data that does not identify you, any individual, or the contents of any email (for example, operational metrics) to operate, analyze, and improve the Service. This data does not include Customer Data in identifiable form.

5.4 Accuracy and completeness. Archiving depends on the availability, behavior, throttling, and data returned by the Microsoft Services and on your configuration. We do not warrant that the archive is complete, continuous, or free of gaps, and you are responsible for verifying that the archive meets your needs.

6. Acceptable Use

You agree not to, and not to permit any person to: (a) use the Service in violation of any applicable law or the rights of any third party; (b) connect any tenant or mailbox that you are not authorized to archive; (c) upload or transmit malware or attempt to gain unauthorized access to the Service or its related systems; (d) interfere with or disrupt the integrity or performance of the Service; (e) reverse engineer, decompile, or attempt to derive the source code of the Service except to the extent that restriction is prohibited by law; (f) resell, sublicense, or provide the Service to third parties except as expressly permitted in writing (including our separate MSP or partner arrangements); (g) use the Service to store or transmit content that is unlawful; or (h) circumvent or attempt to circumvent any usage limits, plan restrictions, or security features. We may investigate and take appropriate action, including suspension or termination, for any suspected violation.

7. Plans, Trials, Fees, and Billing

7.1 Plans and pricing. The Service is offered on a per-mailbox subscription basis under the Plan you select at the price and billing interval (monthly or annual) shown in the Service at the time of your Order. Plans have minimum mailbox quantities and other characteristics as displayed.

7.2 Free trial. Each Plan includes a 14-day free trial beginning when you select the Plan. If you add a valid payment method during the trial, your subscription will automatically convert to a paid subscription and billing will begin at the end of the 14-day trial at the then-current price for your Plan, mailbox quantity, and interval, without further notice. If you do not add a payment method by the end of the trial, your account will become past-due; archiving will continue during a limited grace period and will then be suspended, and your archive will remain in Archive Storage subject to Section 8. We may modify or discontinue free trials at any time. Only one trial is available per Customer unless we agree otherwise.

7.3 Payment processor. Payments are processed by our third-party payment processor, Square. By providing a payment method, you authorize us and Square to charge that method for all fees due. Your payment is also subject to Square's terms. We do not receive or store your full card number; we store only limited card metadata (such as brand, last four digits, and expiration) and processor identifiers.

7.4 Automatic renewal. Subscriptions renew automatically at the end of each billing cycle (each month for monthly plans and each year for annual plans) at the then-current price for your Plan and mailbox quantity, and your payment method will be charged automatically, until you cancel. By subscribing, you authorize these recurring charges.

7.5 Mailbox quantity changes. If you increase your billed mailbox quantity mid-cycle, you will be charged a prorated amount for the added mailboxes for the remainder of the current cycle, and the new quantity will be reflected in future cycles. Decreases take effect at the next renewal and are not refunded or prorated for the current cycle.

7.6 Taxes. Fees are exclusive of taxes. You are responsible for all applicable sales, use, VAT, GST, and similar taxes, other than taxes based on our net income.

7.7 No refunds. All fees are non-refundable. Except where required by non-waivable law, we do not provide refunds or credits for partial billing periods, unused mailboxes, downgrades, trial conversions, or periods in which the Service was not used. You may cancel at any time to stop future charges as described in Section 8.

7.8 Failed payments; late amounts. If a charge fails, we may retry it and may suspend or limit the Service. Amounts not paid when due may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and you agree to reimburse reasonable costs of collection.

8. Cancellation and Effect of Termination

8.1 How to cancel. You may cancel your subscription at any time through the billing area of the Service.

8.2 When cancellation takes effect. Cancellation takes effect at the end of your then-current billing cycle. Your Plan remains active, and you retain access, through the end of that cycle; you will not be charged for the following cycle. You will not receive a refund for the current cycle. If you cancel during a free trial before adding a payment method, cancellation is effective immediately and you will not be charged.

8.3 Effect on the archive; export before the end of your subscription. Your archived .eml files reside in Archive Storage, which we operate as part of the Service. You are responsible for exporting any archived email you wish to keep before the effective date of cancellation or termination, using the search, download, and bulk-export functionality of the web portal. Export remains available through the end of your then-current billing cycle.

8.4 Deletion of your data. Following the effective date of cancellation or termination, we will delete or de-provision your archived files in Archive Storage and the searchable index and operational metadata associated with your account from our systems within seven (7) days, except for records we are permitted or required to retain as described in the Privacy Statement (for example, billing records and audit logs) and any residual copies that are overwritten in the ordinary course of our routine storage-management processes. After such deletion, your archived email is no longer retrievable from the Service. If you need to preserve your archive, you must export it before your subscription ends.

8.5 Termination by us. We may suspend or terminate the Service, in whole or in part, immediately if you breach these Terms, fail to pay, use the Service in a manner that poses a security or legal risk, or if required by law or by a change in the Microsoft Services. We may also terminate for convenience on reasonable notice.

8.6 Survival. Sections and provisions that by their nature should survive termination will survive, including Sections 2, 5, 7 (for accrued amounts), 8.3–8.6, 9, and 13–27.

9. Third-Party Services

The Service depends on and interoperates with third-party services, including the Microsoft Services and Square. Those services are provided by third parties under their own terms and are outside our control. We are not responsible or liable for the availability, performance, security, acts, or omissions of any third-party service, or for any suspension, change, throttling, deprecation, or discontinuation of those services, and any such event does not constitute a breach by us or entitle you to any refund or credit.

10. Service Availability; No SLA

The Service is provided on a commercially reasonable, best-effort basis. We do not offer or commit to any uptime, availability, response-time, recovery-time, or recovery-point service-level guarantee. We may perform maintenance, updates, and changes, and the Service may be unavailable or degraded from time to time, including due to factors outside our control.

11. Intellectual Property

11.1 Our rights. The Service, including all software, interfaces, documentation, and content we provide, and all related intellectual property rights, are and remain the exclusive property of Prevail-IT and its licensors. Except for the limited right to use the Service under these Terms, no rights are granted to you. "CobraLedger," "CobraLedger 365 Backup & Archive," and related names and logos are our marks; you may not use them without our prior written consent.

11.2 License to us. You grant us a non-exclusive, worldwide, royalty-free license to host, copy, transmit, process, and display Customer Data and Account Data solely as necessary to provide, secure, support, and improve the Service and as otherwise permitted by these Terms and the Privacy Statement.

11.3 Feedback. If you provide suggestions or feedback, you grant us a perpetual, irrevocable, royalty-free license to use it without restriction or obligation to you.

12. Confidentiality

Each party may access the other's confidential information. Each party agrees to protect the other's confidential information using at least reasonable care, to use it only to perform under these Terms, and not to disclose it except to representatives who need to know and are bound by confidentiality obligations, or as required by law. This section does not limit our rights to process Customer Data as described in these Terms and the Privacy Statement.

13. Data Protection and Privacy

Our collection and use of personal data are described in the Privacy Statement. Where you are subject to data-protection laws (including the EU/UK GDPR, and U.S. state privacy laws such as the CCPA/CPRA) with respect to Customer Data, our processing on your behalf is governed by our DPA, available on request, which the parties agree applies to such processing and, in the event of a conflict regarding the processing of personal data within Customer Data, controls over the body of these Terms.

14. Security

We implement technical and organizational measures designed to protect the Service and the data we process, including per-customer database isolation, encryption in transit and at rest where supported, certificate-based application authentication to the Microsoft Services, read-only mail access, and secrets management using a managed key vault. However, no method of transmission or storage is completely secure, and we do not and cannot guarantee that the Service or any data will be free from loss, misuse, unauthorized access, alteration, or destruction. You are responsible for configuring and using your own environment securely, including your Microsoft 365 tenant.

15. NOT A BACKUP OR DISASTER-RECOVERY SOLUTION

The Service is an email archive. It is NOT a backup, disaster-recovery, business-continuity, or data-protection solution, and it must not be relied upon as one. The archive is a copy of your email maintained in Archive Storage for retention, search, and export purposes. It carries no availability, durability, immutability, retention, or recovery guarantee (see Sections 10 and 17), and it may be incomplete or lag your live mailboxes (see Section 5.4). The Service does not protect against loss or compromise of your Microsoft 365 tenant or accounts, and maintaining an archive with the Service is not a substitute for backup or disaster-recovery protection. You are solely responsible for maintaining an independent, separate layer of backup and disaster-recovery protection for your email and your Microsoft 365 environment. You assume all risk arising from any failure to maintain such independent protection.

16. Customer Responsibilities and Warranties

You represent, warrant, and covenant that: (a) you have the authority and all necessary rights, consents, and lawful bases to use the Service, connect your tenants and mailboxes, and have Customer Data processed as contemplated; (b) your use of the Service complies with all applicable laws and third-party terms, including the Microsoft Services' terms; (c) you have provided all required notices and obtained all required consents from affected individuals; (d) you will independently verify that the archive and any exports meet your legal, regulatory, and business requirements; and (e) you will maintain independent backup and disaster-recovery protection as described in Section 15.

17. Disclaimer of Warranties

THE SERVICE, INCLUDING ALL SOFTWARE, FEATURES, AND CONTENT, IS PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PREVAIL-IT AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE FROM DATA LOSS; THAT THE ARCHIVE WILL BE COMPLETE, ACCURATE, OR CONTINUOUS; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR ANY LEGAL OR REGULATORY OBLIGATION. SOME JURISDICTIONS DO NOT ALLOW CERTAIN EXCLUSIONS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU; IN THAT CASE, SUCH WARRANTIES ARE LIMITED TO THE MINIMUM SCOPE AND DURATION PERMITTED BY LAW.

18. Limitation of Liability

18.1 Exclusion of indirect damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL PREVAIL-IT OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS, OR ANTICIPATED SAVINGS, OR FOR ANY LOSS, CORRUPTION, OR INABILITY TO ACCESS DATA OR EMAIL, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

18.2 Liability cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF PREVAIL-IT AND ITS SUPPLIERS ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, WILL NOT EXCEED THE TOTAL FEES YOU ACTUALLY PAID TO US FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

18.3 Basis of the bargain. The limitations in this Section 18 and the disclaimers in Section 17 reflect an allocation of risk between the parties, are a fundamental basis of the bargain, and apply regardless of the theory of liability. Some jurisdictions do not allow certain limitations; in those jurisdictions our liability is limited to the greatest extent permitted by law.

19. Indemnification

You will defend, indemnify, and hold harmless Prevail-IT and its officers, directors, employees, agents, and suppliers from and against any and all third-party claims, demands, actions, investigations, losses, liabilities, damages, penalties, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Customer Data and your email content; (b) your connection of any tenant or mailbox, or your lack of authorization, rights, consents, or lawful basis to do so or to have email archived; (c) your use or misuse of the Service; (d) your violation of these Terms, any applicable law, or any third-party rights, including privacy, employment, and data-protection rights and the Microsoft Services' terms; (e) your failure to maintain independent backup and disaster-recovery protection; and (f) any claim by an employee, customer, or other third party of yours relating to the archiving or handling of their email. We will provide you with reasonable notice of the claim and may participate in the defense with our own counsel at our expense; you may not settle any claim in a way that imposes any obligation or admission on us without our prior written consent.

20. Force Majeure

We will not be liable for any delay or failure to perform arising from causes beyond our reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, governmental action, internet or telecommunications failures, third-party service outages (including the Microsoft Services and Square), cyberattacks, and utility failures.

21. Modifications to These Terms

We may modify these Terms from time to time. If we make material changes, we will provide notice by posting the updated Terms with a new effective date and, where practicable, by other reasonable means such as email or an in-Service notice. Changes are effective when posted unless otherwise stated. Your continued use of the Service after the effective date constitutes acceptance of the updated Terms. If you do not agree, you must stop using the Service and may cancel as provided above.

22. Notices

We may provide notices to you by email to the address associated with your account, by posting in the Service, or by other reasonable means, and such notices are deemed given when sent or posted. You must send legal notices to us at sales@prevail-it.com and, if requested, by mail to Prevail-IT Solutions USA Inc, 4491 S SR-7, Davie, FL 33314.

23. Assignment

You may not assign or transfer these Terms or any rights or obligations under them, by operation of law or otherwise, without our prior written consent; any attempted assignment in violation of this section is void. We may assign these Terms without restriction, including in connection with a merger, acquisition, reorganization, or sale of assets. These Terms bind and benefit the parties and their permitted successors and assigns.

24. Relationship of the Parties

The parties are independent contractors. These Terms do not create any partnership, joint venture, agency, franchise, or employment relationship, and neither party has authority to bind the other.

25. Governing Law; Arbitration; Class-Action and Jury-Trial Waiver

25.1 Governing law. These Terms and any dispute arising out of or related to them or the Service are governed by the laws of the State of Florida, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

25.2 Venue. Subject to Section 25.3, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Broward County, Florida, for any dispute not subject to arbitration, and each party waives any objection to jurisdiction or venue there.

25.3 Binding arbitration. Except for claims for injunctive relief or the protection of intellectual property or confidential information, and except where prohibited by law, any dispute, claim, or controversy arising out of or relating to these Terms or the Service that cannot be resolved informally will be finally resolved by binding arbitration administered under the Commercial Arbitration Rules of a recognized arbitration provider, with the seat and hearing (if any) in Broward County, Florida, before a single arbitrator, conducted in English. Judgment on the award may be entered in any court of competent jurisdiction. The parties will first attempt to resolve any dispute through good-faith negotiation for at least thirty (30) days after written notice.

25.4 Class-action and jury-trial waiver. TO THE MAXIMUM EXTENT PERMITTED BY LAW, DISPUTES WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING, AND EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY.

25.5 Limitation period. To the extent permitted by law, any claim arising out of or related to the Service or these Terms must be brought within one (1) year after the claim accrues, or it is permanently barred.

26. Export and Anti-Corruption

You will comply with all applicable export-control, sanctions, and anti-corruption laws and will not use the Service in violation of them, and you represent that you are not located in, or a national of, any country or on any list subject to such restrictions that would make your use of the Service unlawful.

27. General

27.1 Entire agreement. These Terms, together with the Privacy Statement, any applicable DPA, and any Order, constitute the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous agreements and understandings on that subject.

27.2 Order of precedence. In the event of a conflict, the following order controls: (a) an executed DPA (for the processing of personal data within Customer Data); (b) these Terms; (c) the Privacy Statement; and (d) content displayed in the Service.

27.3 Severability. If any provision of these Terms is held unenforceable, that provision will be modified to the minimum extent necessary or severed, and the remaining provisions will remain in full force.

27.4 No waiver. Our failure to enforce any provision is not a waiver of our right to do so later. Waivers must be in writing to be effective.

27.5 No third-party beneficiaries. Except for our indemnified parties and suppliers as expressly stated, these Terms do not confer any rights on any third party.

27.6 Headings. Headings are for convenience only and do not affect interpretation.

Contact: Prevail-IT Solutions USA Inc, 4491 S SR-7, Davie, FL 33314 — sales@prevail-it.com

© 2026 Prevail-IT Solutions USA Inc. All rights reserved. CobraLedger and CobraLedger 365 Backup & Archive are trademarks of Prevail-IT Solutions USA Inc.