bigVAULT Online File Storage and Automated Offsite Online Backup

bigVAULT Storage Technologies, Inc.
Service and License Agreement

bigVAULT Storage Technologies, Inc. 
Service and License Agreement

IMPORTANT:  YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITION OF USE  (“AGREEMENT”) BEFORE SELECTING TO REGISTER FOR USE OF THE BIGVAULT PREMIERE SERVICE (THE “SERVICE”).

BY CLICKING ON THE ACCEPT BUTTON BELOW AND/OR ACCESSING ANY PART OF THE BIGVAULT SERVICE YOU ARE REPRESENTING THAT YOU ARE EITHER OVER THE AGE OF 18 OR HAVE OBTAINED YOUR PARENT’S CONSENT TO RESGISTER FOR THE SERVICE, AND YOU ARE AGREEING TO ALL THE TERMS AND CONDITIONS OF USE OF THIS SERVICE AGREEMENT.  IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS OF USE OF THIS SERVICE AGREEMENT, OR YOU CANNOT COMPLY WITH THESE TERMS AND CONDITIONS OF USE, THEN YOU SHOULD NOT USE THE SERVICE, AND YOU SHOULD CLICK THE CANCEL BUTTON; THE REGISTRATION PROCESS WILL NOT CONTINUE AND YOU WILL STOP ALL USE OF THE SERVICE AND WILL HAVE NO AUTHORITY TO USE THE SERVICE.

IF YOU ARE DEEMED TO HAVE REGISTERED FOR THE SERVICE, BIGVAULT’S ACCEPTANCE IS EXPRESSLY CONDITIONED UPON THE ASSENT TO ALL THE TERMS AND CONDITIONS OF USE OF THIS SERVCE AGREEMENT, TO THE EXCLUSION OF ALL OTHER TERMS.

TERMS AND CONDITIONS OF USE

1. THE SERVICE	
Subject to bigVAULT's acceptance of Your subscription, and Your compliance with the terms and conditions of this Agreement, bigVAULT will provide you with  (1) data encryption, (2) data transmission, (3) data access (as available), (4) data storage, and, if applicable, (5) interface software, and (6) media copies (e.g., CD-ROM) of digitized data stored on the Service.  bigVAULT will allow You to retrieve data files from Your account, up to a maximum amount of data which can be downloaded from your Account per each 24-hour period as determined by bigVAULT (the “Download Limit”).   Your  “Download Limit” is set by bigVAULT, at its sole discretion, and is currently calculated by the number of bytes downloaded over the course of a 24-hour period according to bigVAULT servers’ local time.  bigVAULT reserves the right to change the Download Limit calculation method without further notice.  From time to time, bigVAULT may offer promotions to increase your Download Limit.   In the event that You desire or attempt to download more than Your Download Limit through bigVAULT’s servers, bigVAULT reserves the right, but shall have no obligation, to offer and, upon Your acceptance, provide to You a higher Download Limit as part of the Service (or other bigVAULT Additional Services and Products that may be offered from time to time).

In your use of the Service, you are responsible for obtaining and maintaining all computer hardware, software and communications equipment needed to access the Service, and for paying all third party access fees incurred while using the Service.

bigVAULT, makes no guarantees as to the continuous availability of the Service or any specific feature(s) of the Service.  bigVAULT reserves the right to change the Service or the terms and conditions of this Agreement at any time without notice.

2.  CONDITIONS OF USE
 
You are solely responsible for the content of all data You store or retrieve from, or attempt to store or retrieve from Your Account, and the SERVICE in general, and for all transmission by You from and to Your Account.  You will not use the Service in any way for spamming, junk mail, distribution lists or chain letters to any person who has not given specific permission to be included in such a process.  You will not download nor cause to be downloaded data in excess of Your Download Limit. You agree not to transmit through the Service  (1) any illegal pictures, materials or information; (2) any harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind or nature; (3) any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national, or international law or regulation; (4) any code or material that violates the intellectual property rights of others; or (5) any Viruses, "Trojan horses", worms, or any other similar contaminating or destructive features.  You will only use the Service for lawful purposes, in compliance with all applicable laws including without limitations, copyright, trademark, obscenity and defamation laws.  Unlawful activities may include, without limitation, attempting to compromise the security of any networked account or site, making direct threats of physical harm, or transmitting, distributing or storing any unlawful material.  If you violate the restrictions of these Terms and Conditions of Use, you agree to defend and indemnify bigVAULT against any claim or action that arises from your unlawful or improper use of the Service.

3.  OWNERSHIP	
You acknowledge that this Web site may include information, communications, code, software, photos, text, video, graphics, sounds, images, logos and other material and services (collectively the “Content”), that are owned, provided and maintained by bigVAULT or its affiliates.  You agree and acknowledge, that notwithstanding that bigVAULT may permit access to and use of the Content, the Content is protected by copyrights, trademarks and proprietary rights.  You may not copy, reproduce, distribute, or create derivative works from, the Content, unless expressly authorized by bigVAULT.

4.  LICENSE TO USE PROPRIETARY SOFWARE
Subject to the terms and conditions of this Service agreement, and only in conjunction with this Service agreement, You an individual, are granted a limited, non-exclusive license (the  "License") to use bigVAULT's proprietary software, in object code form only. Copyright law protects the Software. The Software contains trade secrets.   As an express condition of this License, you will NOT MODIFY, ADAPT, TRANSLATE, RENT, LEASE, LOAN, RESELL FOR PROFIT, DISTRIBUTE, OR OTHERWISE ASSIGN OR TRANSFER THE SOFTWARE, OR MODIFY, TRANSFER, OR CREATE DERIVATIVE WORKS BASED UPON THE SOFTWARE, REVERSE ENGINEER, DECOMPILE, DISASSEMBLE, OR OTHERWISE ATTEMPT TO DISCOVER THE SOURCE CODE OR UNDERLYING IDEAS OR ALGORITHMS OF THE SOFTWARE, USE THE SOFTWARE FOR SERVICE BUREAU PURPOSES, TIMESHARING, OR FOR THE BENEFIT OF A THIRD PARTY, OR REMOVE ANY PROPRIETARY LABELS OR NOTICES ON THE SOFTWARE.   You acknowledge that bigVAULT is the Licensor of the software, and that the Licensor retains ownership of all software, any portions or copies thereof, and all rights therein.  Upon termination of this Service Agreement for any reason, this License will terminate and you will destroy and cease to use the software. The software is provided "As Is" and is subject to the warranty and disclaimers and limitations of liability found in this service agreement.

5.   PRIVACY POLICY
It is bigVAULT’s policy to respect the privacy of its customers.  bigVAULT will not sell, rent or disclose any customer information.  bigVAULT may collect some basic information about you and your computer such as Internet address and the site from which you visited bigVAULT.  This information may be used internally to determine the number of visitors to our Web site, number of Users, to ensure the security and integrity of our site, and to gauge the effectiveness of our advertising campaigns and partner programs.  The information also helps us to understand our Users’ needs so we can develop and improve our products and services to better serve those needs.

BIGVAULT DOES NOT COLLECT OR ACCESS YOUR PERSONAL FILES OR DATA YOU CHOOSE TO STORE IN YOUR BIGVAULT ACCOUNT.

6.  LEGAL COMPLIANCE
It is bigVAULT’s policy to respect the privacy of its customers.  Notwithstanding anything else stated in this Agreement, bigVAULT reserves the right to disclose your information if required to do so by law or in the good faith belief that such action is reasonably necessary to (1) comply with legal process, (2) respond to any claims against it, or (3) protect the rights, property or personal safety of bigVAULT, our users or the public.   This may include disclosing subscriber names and other registration and identification information.  bigVAULT will fully cooperate with law enforcement authorities in investigating suspected lawbreakers, and reserves the right to report to such authorities any suspect activity it becomes aware of.

You are solely responsible for (a) obtaining sufficient rights to the content of all data and files stored by You on bigVAULT’s servers and (b) ensuring that such content does not include any of the items listed in paragraph 2 above.  bigVAULT does not review, inspect, edit or monitor any content, data or files stored by You or any other user of the Service, including, without limitation, for viruses, worms, "Trojan horses" or any other similar contaminating or destructive features.  bigVAULT reserves the right to refuse, remove or disable access to any data or files stored on bigVAULT servers that bigVAULT learns may be illegal, may violate the terms of paragraph 2 above, may violate the rights of any third party or otherwise may be reasonably objectionable.

7.  SUPPORT
Subject to the terms hereof, bigVAULT will provide you with support services for the Service and associated software via e-mail.  Under no circumstances will bigVAULT have any obligation to provide you with hard-copy documentation, upgrades, enhancements, modifications, or toll-free phone support.

8.  PAYMENT OF FEES
By clicking on the ACCEPT button below, and/or accessing any part of the bigVAULT service, you agree to provide bigVAULT with accurate and complete billing information, including your legal name, address and telephone number, and to update this information within 30 days of any change to it.  Payment by fraudulent means will result in immediate and permanent termination of the account, and possible criminal penalties.  Upon signing up for an account, you will pay bigVAULT, by authorized credit card, the then applicable fees (the "Fees").  Currently applicable Fees are available at www.bigvault.com. bigVAULT reserves the right to change the Fees or applicable charges and to institute new charges at any time (which may be sent by email or displayed on the bigvault.com web site).  The Fees will automatically be charged annually or according to subscription, in advance.

Your bigVAULT account will be considered delinquent if your credit card company refuses for any reason to pay the amount billed to it and that amount remains unpaid at the beginning of the next accounting cycle. The additional services may be suspended, archived or purged from the system if your account is delinquent for more than one billing cycle. bigVAULT may impose a charge to restore archived data from delinquent accounts. 
If you believe you have been billed incorrectly for the Service, you must contact bigVAULT no later than 60 days after the closing date of the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to support@bigvault.com.

9. TERM AND TERMINATION 
Upon the expiration of the initial term of a twelve (12) month Service Agreement, unless otherwise terminated, this Service Agreement is renewable according to subscription.    Termination by You prior to such expiration may subject You to an Early Termination Fee of 50% of Your current subscription fee.  
bigVAULT may terminate this Service Agreement immediately, without prior notice or liability, if you breach any of the terms or conditions of this Service Agreement
Upon expiration or termination, You will immediately cease all use of the software, service, and any documentation and destroy all copies of the software and any documentation.  
 All sections of this Service Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, warranty disclaimers, and limitations of liability, except for the License granted in Paragraph 3 and, except as otherwise expressly provided herein. Termination is not an exclusive remedy and all other remedies will be available whether or not the license is terminated.

10.  REFUND POLICY
bigVAULT Premiere (Online Storage)
bigVAULT Premiere is sold with annual subscriptions that are billed in advance.  Upon initiation of your subscription bigVAULT allocates online Storage Space to you for one year.   If for any reason you are not satisfied with your bigVAULT Premier subscription you may contact support@bigvault.com. If for any reason you choose to cancel your bigVAULT Premiere subscription prior to the expiration date, you may be subject to an Early Termination Fee.  If you cancel your account within the first forty-five (45) days of your latest subscription, you will receive a refund for 50% of your latest subscription fee paid, less any applicable Early Termination fees for re-allocation of space.  Cancellations will not be accepted after the first forty-five (45) days of your latest subscription.
bigVAULT Plus+ (Backup Software)
bigVAULT Plus+ comes with a 30 day unconditional money back guarantee.  If for any reason you wish to return your bigVAULT PLUS+ software, please notify us, at support@bigvault.com, within 30 days of the purchase date and we will refund your money less a $15.00 handling fee for every copy returned.  bigVAULT PLUS+ licenses are good for the life of your bigVAULT Premiere account.  If for any reason your bigVAULT Premiere subscription is cancelled, your bigVAULT Plus+ License will automatically terminate.
To cancel the Service, you must contact bigVAULT's Customer Support department via email, support@bigvault.com.  bigVAULT will remove the Content of an account shortly after cancellation. bigVAULT may, but is not obligated to, delete archived data. 
11. WARRANTY DISCLAIMER 
THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND BIGVAULT DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. 
 
12. LIMITATION OF LIABILITY 
BIGVAULT'S TOTAL LIABILITY, IF ANY, WITH RESPECT TO THE SUBJECT MATTER OF THIS SERVICE AGREEMENT (INCLUDING, BUT NOT LIMITED TO, LIABILITY ARISING OUT OF CONTRACT, TORT, STRICT LIABILITY, BREACH OF WARRANTY OR OTHERWISE), WILL BE LIMITED TO THE FEES PAID BY YOU TO BIGVAULT FOR THE SERVICE UNDER THIS SERVICE AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT OF INJURY THAT GAVE RISE TO THE LIABILITY. BIGVAULT AND ITS LICENSORS WILL NOT BE LIABLE IN ANY EVENT FOR LOSS OR INACCURACY OF DATA, LOSS OF PROFITS OR REVENUE, OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, THE COST OF ANY SUBSTITUTE PROCUREMENT), WHETHER OR NOT FORESEEABLE AND EVEN IF BIGVAULT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 
13.  U.S. GOVERNMENT MATTERS
You acknowledge that the Software, and any accompanying documentation and/or technical information, is subject to applicable export control laws and regulations of the USA.  You agree not to export or re-export the Software, directly or indirectly, to any countries that are subject to USA export restrictions.

14. MISCELLANEOUS 
This Service Agreement shall be governed and construed in accordance with the laws of the United States and the State of New York, and You consent to the exclusive jurisdiction of the state courts and U.S. federal courts located there for any dispute arising out of this Service Agreement.  Both parties agree that this Service Agreement is the complete and exclusive understanding of the parties and supersedes and cancels all prior understandings, communications or agreements whether written or oral, on the subject matter hereof.  This Agreement may be modified only by a further writing that is duly executed by both parties, except as otherwise provided herein.  This Service Agreement may not be assigned, downloaded or sublicensed by You, except with bigVAULT’s express prior written consent. If any term of this Service Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Service Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included. Either party's failure to insist in any one or more instances upon strict performance by the other party of any of the terms of this Service Agreement shall not be construed as a waiver of any continuing or subsequent failure to perform or delay in performance of any term hereof. Any notice required by this Service Agreement or given in connection with it, shall be in writing and shall be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by certified or registered mail, return receipt requested, mail, postage prepaid, or recognized overnight delivery services.  No agency, partnership, joint venture, or employment is created as a result of this Service Agreement and you do not have authority of any kind to bind bigVAULT in any respect whatsoever.  In any action or proceeding to enforce rights under this Service Agreement, the prevailing party will be entitled to recover costs and attorney’s fees.

15.  COPYRIGHT AGENT AND REMOVAL POLICY
bigVAULT provides online services for the storage of data files and other content provided by third parties, bigVAULT does not tolerate infringing material on its site or servers, and may remove content that appears to infringe any copyright or other intellectual property rights, as well as terminate the online account of any individual or entity who posts infringing material.

If you believe that, your copyright in any material, has been infringed by a bigVAULT account holder, please notify bigVAULT via e-mail watchdog@bigvault.com or postal mail to Watchdog, c/o bigVAULT Storage Technologies, Inc, 47 mall Dive, Commack, NY  11725.  Your notice must include the following information:

1.	Identify the copyrighted work that you claim has been infringed;
2.	Identify the material on the bigVAULT site or servers that you claim is infringing, with enough detail so that we may locate it on the site;
3.	Provide your address, telephone number, and e-mail address;
4.	Provide a statement declaring under penalty of perjury that (a) you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law, (b) the above information in your notice is accurate, and (c) you are the owner of the copyright interest involved or you are authorized to act on behalf of that owner; and
5.	Provide your physical or electronic signature.

We will then evaluate your Notice and take such action as is appropriate under the Digital Millennium Copyright Act, 17 U.S.C.  § 512 eq seq.
 
Please note that bigVAULT will terminate the account of any account holder whom bigVAULT receives repeated complaints of copyright infringement.

16. CHILD PORNOGRAPHY REPORTING OBLIGATIONS
bigVAULT will comply with its obligation to report evidence of child pornography offenses to the appropriate law enforcement authorities pursuant to the Protection of Children from Sexual Predators Act.  Any such materials will be forwarded to the appropriate law enforcement authorities upon discovery and public access will be disabled.

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By clicking the Accept button I confirm that I have read the bigVAULT User Agreement and I agree to the terms, and I have read and understand the bigVAULT Policies.