1. SERVICE PROVIDER. Super Easy Backup LLC, 145 West 7200 South, Midvale, Utah 84047.
2. ACCOUNTS AND FEES. You must register with SEB to use the Services, and you agree to keep your registration information accurate, complete and up to date as long as you continue to use the Services. SEB currently offers only paid accounts (“Paid Accounts”); there are no free accounts. If you sign up for a Paid Account, you agree to pay the fixed subscription and variable usage-based fees if applicable. If you use a credit card for payment, you authorize SEB to automatically renew your subscription and charge the then-current renewal fees to the credit card associated with your account unless you notify SEB before expiration of your current subscription that you do not want to renew. You agree to pay pursuant to the terms of any invoice issued by SEB for any Hardware sold by SEB or bundled with SEB’s Software or Services
3. PASSWORDS AND SECURITY. The use of the Software and Services is password restricted. You are responsible for keeping your passwords secure, and you agree not to disclose your passwords to any third party. You are solely responsible for any activity that occurs under your user names and accounts, and are responsible for any charges originating related to the use of the Software or Services accessed by your username and password. If you lose your passwords or other information required to access your account, you may not be able to access your backup data or initiate remote wipe services. You must notify SEB immediately of any unauthorized use of your accounts or any other security breach related to the Service. If SEB determines that a security breach has occurred or is likely to occur, SEB may suspend your accounts and require you to change your user names and passwords.
5. USE OF SERVICES AND SOFTWARE Subject to these Terms, SEB grants you a limited, non-exclusive, non-transferable and revocable license to access the Site and use the Products. If you have received and fully paid for Hardware from SEB, such Hardware is yours to use in any legal way. You may install and use the Software in executable form only on the number and type of devices that are specified in the then-current documentation for your account type as described on the Site or as specified in other transaction documentation provided by SEB. You acknowledge that certain third-party code may be provided with the Software and that the license terms accompanying that code will govern its use.You acknowledge that SEB or third parties, not you, own all right, title and interest in and to the Software and Services, including all intellectual property rights. Except for the license granted in these Terms, SEB and its licensers retain all rights in the Software and Services, and no implied licenses are granted to you.
You specifically agree that you will not, nor will you permit another person to:
·sublicense, lease, rent, loan, transfer, or distribute any portion of the Products except for the Hardware if and only if you have fully and completely paid for the Hardware;
·modify, adapt, translate, or create derivative works from the Products;
·decompile, reverse engineer, disassemble, or otherwise attempt to derive source code from the Products; or
·remove, obscure, or alter any trademark, copyright, or other proprietary rights notices displayed in the Software or on the Site.
Any Software you have installed may periodically check with SEB for updates, and you agree that SEB may automatically download and install such updates on your devices.
6. BETA SERVICES AND SOFTWARE. SEB does not currently offer Products or Services on a beta basis.
7. SYNCHRONIZED MEDIA and CONTENT. The Products and Services may have features enabling you to share or synchronize your files between your own devices or with devices owned or controlled by third parties. If such features are available and you choose to use any such features, you agree that your use of these features, including any content submitted by you, shall be at your sole risk and responsibility. You also agree that you have obtained all necessary rights and licensees including but not limited to the rights to copy, transfer, delete, synchronize, download or upload any such content. You hereby grant SEB a worldwide, royalty-free, nonexclusive license to use any such content as part of the Services, and in relation to the Products, without any compensation to you or others. SEB reserves the right to refuse to post or remove any such content at any time at its sole discretion without notice or liability.
8. ACCEPTABLE USE. The unlimited Super Easy Backup Service is provided for you to backup one computer consisting of one internal hard drive; you may not backup more than one computer containing more than one internal hard drive per subscription. To ensure that your Super Easy Backup subscription remains active, you must not backup data on more than one internal hard drive. If you attempt to back up data on more than one computer or one internal hard drive per subscription you will be given a notice via email that your use is violating SEB’s Acceptable Use Policy. If you do not conform your use of the Services to this Acceptable Use Policy within 10 days from the date of notice, your subscription will be immediately cancelled, and data you have backed up will be deleted, and a prorated refund will be provided for any unused time in your subscription. In the event of a cancellation due to a violation of this Acceptable Use Policy, SEB will not be responsible to you for any data lost or deleted by SEB. All SEB customers are required to use the Products and Services lawfully. You are solely responsible for your conduct related to the Service and any data you store or share on the Service. You specifically agree that you will not use the Products to:
·violate any laws or regulations;
·infringe the intellectual property or other rights of third parties;
·transmit any material that is obscene or objectionable or that contains viruses or other harmful computer code or files such as Trojan horses, worms or time bombs.
9. INTELLECTUAL PROPERTY LIMITATIONS. When you use the Products, you may not upload, store, share, display, post, email, transmit or otherwise make available any material that infringes any copyright, patent, trademark, trade secret or other proprietary rights of any person or entity.
10. USER INDEMNITY. You agree to defend, indemnify, and hold SEB, its suppliers, resellers, partners, and their respective affiliates harmless from and against any claims, liabilities, damages, losses and expenses, including reasonable attorney fees and costs, in connection with:
·your use of the Products;
·your violation of these Terms;
·your violation of any third party right, including any intellectual property right; or
·any claim that use of your data caused damage to a third party.
This indemnity obligation will survive the termination or expiration of your account and these Terms.
11. CHANGES TO THE SERVICE AND TERMS. SEB reserves the right at any time to modify, suspend, or discontinue providing the Service, in whole or in part. In the event SEB anticipates that any such action will significantly affect your use of the Service in a negative way, SEB will endeavor to provide you with advance notice by email, an in-client message, or by posting relevant information on the Site.SEB reserves the right to modify these Terms at any time, and each such modification will be effective upon posting on the Site. All material modifications will apply prospectively only. Your continued use of any Products following any such modification constitutes your agreement to be bound by the modified Terms. To stay informed of any changes, please review the most current version of these Terms posted on the Site. If you do not agree to be bound by these Terms, you must stop using the Products immediately.
12. TERM AND TERMINATION. These Terms, and any posted revisions, remain in effect and apply to you as long as you continue to maintain a Paid Account. You may terminate your account at any time, for any reason, by following the instructions on the Site and discontinuing use of the Products. SEB may terminate your account and these Terms immediately and without notice if you fail to renew your subscription, fail to pay any fees or invoices when due or otherwise fail to comply with these Terms. On termination or expiration of your account or these Terms, you will no longer have the right to continue to use the Software and the Services, and you will no longer be able to access, restore, or remotely wipe your data. Also, you specifically agree that SEB has no obligation to provide you or anyone else with a copy of your backup data and may automatically purge your backup data from SEB systems.
13. EXPORT. You acknowledge that use of the Products may be subject to the export and import laws of the United States and other countries. You agree to comply with all export and import laws and regulations. You also agree that you will not use the Products for any purposes prohibited by U.S. law.
14. ENTIRE AGREEMENT. These Terms constitute the entire agreement between you and SEB and completely replace any prior agreements between you and SEB in relation to the Products. If any part of these Terms is held invalid or unenforceable, that portion will be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions will remain in full force and effect. The failure of SEB to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. You agree that, except as otherwise expressly provided in these Terms, there will be no third-party beneficiaries to this agreement. You agree that any claim or cause of action related to these Terms or the use of the Products must be filed within 90 days after the cause of action arose or be forever barred.
15. COUNTRY SPECIFIC TERMS (USA). In addition to the foregoing, your relationship with SEB will be governed by the following country-specific terms, which will vary depending on your location or country of residence.
A. DISCLAIMER OF WARRANTIES AND HIPAA STATEMENT
BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SOME OF THE EXCLUSIONS SET FORTH BELOW MAY NOT APPLY TO YOU.
YOU SPECIFICALLY AGREE THAT YOUR USE OF THE PRODUCTS IS AT YOUR SOLE RISK, AND THE PRODUCTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. SEB, ITS SUPPLIERS, RESELLERS, PARTNERS AND THEIR RESPECTIVE AFFILIATES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN PARTICULAR, SEB, ITS SUPPLIERS, RESELLERS, PARTNERS AND THEIR RESPECTIVE AFFILIATES MAKE NO WARRANTY THAT (A) THE PRODUCTS WILL MEET YOUR REQUIREMENTS; (B) YOUR USE OF THE PRODUCTS WILL BE TIMELY, UNINTERRUPTED, SECURE OR ERROR-FREE; (C) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF THE PRODUCTS WILL BE ACCURATE OR RELIABLE; AND (D) ANY DEFECTS OR ERRORS IN THE PRODUCTS WILL BE CORRECTED.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PRODUCTS IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. YOU FURTHER ACKNOWLEDGE THAT THE PRODUCTS ARE NOT INTENDED OR SUITABLE FOR USE IN APPLICATIONS THAT COULD LEAD TO DEATH, PERSONAL INJURY OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.
UNLESS OTHERWISE AGREED IN WRITING, SEB DOES NOT INTEND THAT YOUR USE OF THE SERVICES WILL CREATE ANY OBLIGATIONS TO COMPLY WITH THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 AND ANY RELATED REGULATIONS (“HIPAA”), AND SEB MAKES NO REPRESENTATIONS THAT THE SERVICES SATISFY HIPAA REQUIREMENTS. IF YOU ARE A “COVERED ENTITY” OR “BUSINESS ASSOCIATE,” YOU AGREE NOT TO USE THE SERVICES IN CONNECTION WITH ANY “PROTECTED HEALTH INFORMATION” (AS THOSE TERMS ARE DEFINED IN HIPAA) UNLESS AGREED IN WRITING BY SEB.
B. LIMITATION OF LIABILITY
BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SOME OF THE EXCLUSIONS OR LIMITATIONS SET FORTH BELOW MAY NOT APPLY TO YOU.
YOU SPECIFICALLY AGREE THAT SEB, ITS SUPPLIERS, RESELLERS, PARTNERS AND THEIR RESPECTIVE AFFILIATES WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES , INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSSES (EVEN IF THE PARTY YOU ARE SEEKING DAMAGES AGAINST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM THE USE OR INABILITY TO USE THE PRODUCTS OR IN ANY WAY RELATING TO THE PRODUCTS.
IF YOU HAVE A PAID ACCOUNT, YOU AGREE THAT THE AGGREGATE LIABILITY OF SEB, ITS SUPPLIERS, RESELLERS, PARTNERS AND THEIR RESPECTIVE AFFILIATES FOR ANY AND ALL CLAIMS IN CONNECTION WITH THE PRODUCTS IS LIMITED TO THE AMOUNT PAID FOR THAT ACCOUNT DURING THE TWO (2) YEAR PERIOD BEFORE THE RELEVANT CLAIM OR TWO-HUNDRED US DOLLARS ($200), WHICHEVER IS GREATER. YOU SPECIFICALLY AGREE THAT THIS DAMAGES LIMITATION IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND SEB.
These Terms and the relationship between you and SEB will be governed by the laws of the State of Utah, excluding its conflicts of law provisions. You agree to submit to the personal and exclusive jurisdiction, and exclusive venue of the courts located in Salt Lake County, Utah to resolve any dispute or claim arising from these Terms. As to intellectual property rights, you specifically agree that SEB may file an action in any jurisdiction to protect or enforce its rights. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms. You may not assign or transfer any of your rights or obligations under these Terms to a third party without the prior written consent of SEB. SEB may freely assign this Agreement.