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TERMS OF SERVICE AGREEMENT – ONLINE SERVICES
SysCloudSoft
3/5/2012
The document is a Terms of Service Agreement between SysCloudSoft and its Users
TERMS OF SERVICE AGREEMENT – ONLINE SERVICES
1. DEFINITION OF TERMS
1.1 THE FOLLOWING TERMS AND CONDITIONS FORM A BINDING AGREEMENT BETWEEN “YOU” AND “US” (SYSCLOUDSOFT):
1.1.2 IF YOU ARE USING THE SITE OR ONLINE SERVICE AS A REPRESENTATIVE OF A COMPANY OR LEGAL ENTITY YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THAT COMPANY OR ENTITY
1.1.3 THE TERMS "YOU" AND "YOUR" REFER TO YOUR COMPANY OR LEGAL ENTITY OR INDIVIDUAL
2. SYSCLOUDSOFT OVERVIEW
2.1 SYSCLOUDSOFT DELIVERS BACKUP, DISASTER RECOVERY AND MIGRATION SOLUTIONS FOR HOME, BUSINESS AND MANAGED SERVICE PROVIDERS.
2.2 OUR REMARKABLE PORTFOLIO OF PRODUCTS INCLUDES COMPLETE PROTECTION SOLUTIONS FOR MICROSOFT WINDOWS AND GOOGLE APPS FOR BUSINESS IN BOTH VIRTUAL AND PHYSICAL ENVIRONMENTS.
3. ONLINE SERVICES OVERVIEW
3.1 THE BACKUP SERVICE ENABLES THE USER TO RETRIEVE FROM THEIR GOOGLE APPS DOMAIN USER ACCOUNTS AND STORE DATA ("DATA") DURING THE SERVICE PERIOD ON AMAZON CLOUD INFRASTRUCTURE. THE AMOUNT OF STORAGE SPACE USED DEPENDS ENTIRELY ON THE PLAN PURCHASED.
3.2 THE MIGRATION SERVICE ENABLES THE USER TO MIGRATE FROM ONE GOOGLE APPS DOMAIN TO ANOTHER INCLUDING DATA AND SETTINGS (“MIGRATION DATA”) WHEREEVER APPLICABLE.
4. DESCRIPTION OF SERVICE PROVIDED
4.1 ONLINE DOMAIN LEVEL BACKUP (SOFTWARE AS A SERVICE) FOR AUTOMATED BACKUP AND RESTORE FOR UNLIMITED DOMAINS AND USERS FOR GOOGLE APPS DATA WITH ENCRYPTION.
4.2 FULLY AUTOMATED ONLINE DOMAIN LEVEL MIGRATION (SOFTWARE AS A SERVICE) SERVICE TO MIGRATE YOUR GOOGLE APPS DATA AND SETTINGS FROM ONE DOMAIN TO ANOTHER DOMAIN.
5. DATA COLLECTION AND PRIVACY POLICY
5.1 IF WE REQUIRE INFORMATION FROM YOU, YOU AGREE TO PROVIDE COMPLETE ACCURATE INFORMATION.
5.2 THE SYSCLOUDSOFT PRIVACY POLICY DESCRIBES HOW WE USE THIS INFORMATION. SEE “PRIVACY POLICY” ON OUR SITE.
6. SERVICE PERIOD
THE "SERVICE PERIOD" WILL COMMENCE ON THE DATE YOU ACTIVATE THE SERVICE. IT WILL CONTINUE FOR THE PERIOD AGREED UPON.
7. YOUR CONDUCT
7.1 YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE ONLINE SERVICE IS IN COMPLIANCE WITH ALL APPLICABLE LAWS.
7.2 SYSCLOUDSOFT MAY TERMINATE YOUR USE IF YOU:
7.2.1 BACKUP ILLEGAL FILES, FILES WITH VIRUSES, WORMS, CORRUPTED FILES, FILES PROTECTED BY INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY (UNLESS YOU OWN OR HAVE RIGHTS), TAMPER WITH OUR SERVICE, MISREPRESENT YOUR IDENTITY, INTERFERE WITH ANOTHER PERSON’S USE, ACCESS ANOTHER USER’S DATA
7.3 SYSCLOUDSOFT SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITIES, LOSSES, FINES, COSTS RESULTING FROM YOUR VIOLATION OF THESE TERMS
8. USER ACCOUNTS AND PASSWORDS
8.1 YOU WILL BE SOLELY RESPONSIBLE FOR KEEPING YOUR USERNAME AND/OR PASSWORD SECURE.
8.2 IF YOU LOSE YOUR USERNAME AND/OR PASSWORD, YOU WILL NOT BE ABLE TO ACCESS YOUR DATA.
8.3 WE DO NOT GUARANTEE THAT YOU CAN RETRIEVE LOST USERNAME AND/OR PASSWORDS. WE DO NOT STORE YOUR LOGIN PASSWORD BUT INSTEAD USE ENCRYPTED ONE-WAY SECURITY TOKEN BASED PARTLY ON YOUR USERNAME/PASSWORD. WE ARE NOT LIABLE IF YOUR PASSWORD IS LOST OR FORGOTTEN BY YOU AND YOU ARE UNABLE TO LOGIN. WE DON'T GUARANTEE THAT YOU CAN RETRIEVE LOST OR FORGOTTEN PASSWORDS VIA FORGOT PASSWORD FEATURE.
9. SERVICE AVAILABILITY
SYSCLOUDSOFT SHALL NOT BE LIABLE FOR ANY DOWNTIME DUE TO MAINTENANCE, OR FORCES BEYOND OUR REASONABLE CONTROL.
10. Payment
10.1 YOU WILL BE CHARGED IN ADVANCE USING THE PAYMENT METHOD YOU AGREE UPON
10.2 YOU AUTHORIZE SYSCLOUDSOFT TO AUTOMATICALLY CHARGE YOUR CREDIT CARD FOR ALL PAYMENTS OWED BY YOU.
10.3 YOU AGREE THAT THE INFORMATION YOU SUPPLY IS CORRECT
10.4 YOU WILL NOTIFY SYSCLOUDSOFT WHEN BILLING OR PAYMENT INFORMATION CHANGES
11. NON-PAYMENT
YOU AGREE THAT WE MAY TERMINATE/SUSPEND YOUR ACCESS TO OUR ONLINE SERVICE IF, AT ANY TIME, YOU HAVE NOT PAID ALL FEES THAT YOU OWE TO US.
12.REFUNDS
YOUR AGREE THAT ALL OUR PLANS ARE EITHER A ONE-TIME SERVICE (MIGRATION) OR BASED ON MONTHLY SERVICE (BACKUP) PERIODS AND WE DO NOT GIVE REFUNDS.
13. SECURITY
13.1 YOU ACKNOWLEDGE THAT SYSCLOUD’S ONLINE SERVICE IS NOT INVULNERABLE TO SECURITY BREACHES OR OTHER THREATS.
13.2 IF WE BELIEVE THAT AN ACCOUNT IS BEING USED FOR ANY ILLEGAL PURPOSE, WE RESERVE THE RIGHT TO INSPECT AND/OR DENY ACCESS TO ANY BACKUP AND/OR MIGRATION DATA.
14. ACCESS OF BACKUP AND/OR MIGRATION DATA
14.1 YOU AGREE THAT SYSCLOUDSOFT MAY TERMINATE YOUR ACCESS AT ANY TIME, FOR ANY REASON, IN OUR SOLE DISCRETION.
14.2 SYSCLOUDSOFT WILL NOT BE LIABLE TO ANYONE FOR ANY TERMINATION OR DELETION OF BACKEDUP DATA.
14.3 ACCESS TO DATA IS NOT GUARANTEED AND SYSCLOUDSOFT IS NOT LIABLE:
14.3.1 IF AMAZON CLOUD INFRASTRUCTURE WHERE OUR SERVERS AND STORAGE IS PRESENT HAS AN OUTAGE
14.3.2 IF THERE IS A CLOUD OUTAGE
14.3.3 OUR SITE/SERVICES ARE DOWN DUE TO MAINTENANCE OR ANY OTHER REASON BEYOND OUR CONTROL
14.3.4 IF ANY SOFTWARE/HARDWARE/OPERATOR FAILURE RESULTS IN DELETION OF YOUR BACKUP DATA OR ACCOUNTS AT OUR SITE OR SERVICES
14.3.5 IF WE HAVE NOT COMPLETED BACKUP AND/OR MIGRATION OF YOUR DATA WHETHER IT IS THE FIRST TIME OR INCREMENTALLY
14.3.6 YOU CHANGE YOUR DOMAIN SECURITY KEY (OAUTH) OR WE HAVE BEEN RESTRICTED/DENIED ACCESS TO YOUR DATA
14.3.7 GOOGLE RESTRICTS OR DENIES ACCESS TO YOUR DATA FOR US TO BACKUP
14.3.8 YOUR SUBSCRIPTION TERMINATES OR IS SUSPENDED
15. PROPRIETARY RIGHTS
15.1 YOU ACKNOWLEDGE AND AGREE THAT SYSCLOUDSOFT OWNS ALL LEGAL RIGHT, TITLE AND INTEREST IN AND TO THE ONLINE SERVICE.
15.2 YOU ACKNOWLEDGE THAT THE ONLINE SERVICE PROVIDED MAY CONTAIN INFORMATION DESIGNATED CONFIDENTIAL BY SYSCLOUDSOFT AND YOU SHALL NOT DISCLOSE SUCH INFORMATION WITHOUT SYSCLOUDSOFT’S PRIOR WRITTEN CONSENT.
15.3 UNLESS YOU HAVE AGREED IN WRITING WITH SYSCLOUDSOFT, NOTHING IN THE TERMS GIVES YOU A RIGHT TO USE ANY OF SYSCLOUDSOFT’S TRADE MARKS, LOGOS ETC
15.4 ANY FEEDBACK THAT YOU PROVIDE TO US SHALL BE CONSIDERED CONFIDENTIAL INFORMATION. YOU AGREE THAT YOU IRREVOCABLY TRANSFER ALL INTELLECTUAL PROPERTY RIGHTS ARISING OUT OF SUCH FEEDBACK.
16. EXCLUSION OF WARRANTIES
NOTHING IN THESE TERMS, SHALL EXCLUDE OR LIMIT SYSCLOUDSOFT’S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.
17. DISCLAIMER OF WARRANTIES
17.1 SYSCLOUDSOFT ONLINE SERVICES ARE PROVIDED "AS IS," "WITH ALL FAULTS" AND "AS AVAILABLE".
17.2 SYSCLOUDSOFT ONLINE SERVICES ARE PROVIDED WITHOUT WARRANTIES EITHER EXPRESS OR IMPLIED.
17.3 YOU AGREE THAT USE OF THE SYSCLOUDSOFT ONLINE SERVICES IS TOTALLY AT YOUR OWN RISK
17.4 SYSCLOUDSOFT DOES NOT WARRANT THAT OUR ONLINE SERVICES:
17.4.1 WILL FULFILL YOUR REQUIREMENTS
17.4.2 ARE FREE FROM DEFECTS
17.4.1 ARE SECURE
17.4.2 WILL BE AVAILABLE ROUND-THE-CLOCK UNINTERRUPTED
17.4.3 DEFECTS WILL BE CORRECTED
17.4.4 ARE ACCURATE
17.4.5 ARE MERCHANTABLE OR NON-INFRINGING
17.4 YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE OR LOSS THAT OCCURS AS A RESULT OF USING OUR SERVICES.
17.5 ANYTHING ACCESSED OR DOWNLOADED THROUGH OUR ONLINE SERVICE IS AT YOUR OWN SOLE RISK
17.6 WE DO NOT MAKE ANY WARRANTIES ABOUT PROTECTING YOUR DATA.
17.7 SYSCLOUDSOFT DOES NOT WARRANTY THAT ADVICE OR INFORMATION GIVEN IS FREE FROM DEFECTS.
18. LIMITATION OF LIABILITY
SYSCLOUDSOFT SHALL NOT BE LIABLE FOR:
18.1.1 INDIRECT, INCIDENTAL, EXEMPLARY DAMAGES OR OTHER INTANGIBLE LOSSES
18.1.2 DELETION, CORRUPTION OF ANY CONTENT OR BACKUP DATA
18.1.3 INACCURATE ACCOUNT INFORMATION
18.1.4 ANY RELIANCE PLACED BY YOU ON THE ACCURACY OF OUR SERVICE
18.1.5 ANY CHANGES WHICH SYSCLOUDSOFT MAY MAKE TO THE ONLINE SERVICE
18.1.6 FOR MIGRATION SERVICE, IF ALL DATA AND SETTINGS ARE NOT MIGRATED SUCCESSFULLY FROM SOURCE TO DESTINATION
18.1.7 SYSCLOUDSOFT SHALL NOT BE LIABLE FOR ANY LOSS EVEN IF SYSCLOUDSOFT HAD BEEN ADVISED OF THE POSSIBILITY THEREOF
18.1.8 IF THERE ANY CHANGES IN GOOGLE API OR OAUTH TOKEN
18.1.9 IF FOR SOME REASON, GOOGLE DOES NOT ACCEPT THE OAUTH TOKEN WE HAVE TAKEN AT THE TIME OF SIGNUP
18.1.10 SYSCLOUDSOFT WILL NOT BE LIABLE FOR:
18.1.10.1 CONTRACT, TORT
18.1.10.2 STATUTE DAMAGES
18.1.10.3 INTERNET FAILURES
18.1.10.4 ACTS OF NATURE
18.1.10.5 FIRES
18.1.10.6 FLOODS
18.1.10.7 STORMS
18.1.10.8 EXPLOSIONS
18.1.10.9 WAR
18.1.20.10 INSURRECTIONS
18.1.20.11 ORDERS OF DOMESTIC OR FOREIGN COURTS/TRIBUNALS
18.1.20.12 NON-PERFORMANCE OF THIRD PARTIES
18.1.20.13 CIVIL DISTURBANCES
18.1.20.14 SHORTAGES OF LABOR
18.1.20.15 GOVERNMENT ACTIONS
18.1.20.16 COMPUTER EQUIPMENT FAILURES
18.1.20.17 TELECOMMUNICATION
18.1.20.18 EQUIPMENT FAILURES
18.1.20.19 ELECTRICAL POWER FAILURES
18.1.30.20 STRIKES
18.1.30.21 LABOR DISPUTES
18.1.30.22 RIOTS
19.INTELLECTUAL PROPERTY
YOU MAY NOT SELL, ASSIGN, OR TRANSFER ANY RIGHT IN SYSCLOUDSOFT’S ONLINE SERVICE.
20. COPYRIGHT AND TRADE MARK POLICIES
YOU AGREE THAT SYSCLOUDSOFT TRADEMARKS, SERVICE MARKS, TRADE NAMES, OR LOGOS ARE COPYRIGHTED AND MAY NOT BE MODIFIED, COPIED, REPRODUCED, WITHOUT PRIOR WRITTEN PERMISSION.
21.EXCLUSIONS AND LIMITATIONS
NOTHING IN THE TERMS OF SERVICE IS INTENDED TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, OR LIABILITY WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED.
22. TERMINATION
22.1 UPON EXPIRATION OF THE SERVICE PERIOD, YOUR RIGHT TO USE OUR ONLINE SERVICE WILL TERMINATE AND WE WILL DELETE YOUR ACCOUNT DATA AND BACKUP DATA.
22.2 SYSCLOUDSOFT MAY SUSPEND/TERMINATE USE IF WE BELIEVE THAT YOU HAVE FAILED TO COMPLY WITH THESE TERMS AND CONDITIONS.
22.3 ON SERVICE PERIOD EXPIRATION/ TERMINATION
22.3.1 SYSCLOUDSOFT WILL NOT MAINTAIN/STORE/FORWARD YOUR DATA TO ANOTHER ACCOUNT OR ALTERNATE PROVIDER.
22.3.4 SYSCLOUDSOFT IS NOT RESPONSIBLE FOR ANY DELETED DATA.
23. INDEMNIFICATION
23.1 YOU AGREE TO INDEMNIFY SYSCLOUDSOFT, OUR PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, CO-BRANDERS, PARTNERS, EMPLOYEES, CONSULTANTS AND AGENTS FROM ALL THIRD-PARTY CLAIMS, LIABILITIES, LOSSES, COSTS, RESULTING FROM:
23.1.1 YOUR BACKUP DATA OR MIGRATION DATA/SETTINGS
23.1.2 YOUR USE OF THE SITE OR SERVICES
20.1.3 YOUR VIOLATION OF THESE TERMS OF USE
24. CHANGES TO THE SERVICE
24.1 SYSCLOUDSOFT MAY, AT ITS DISCRETION, CHANGE THE FEATURES OF ITS ONLINE SERVICE. YOU AGREE THAT SYSCLOUDSOFT SHALL NOT BE LIABLE FOR ANY LOSS ARISING FROM THE SAME.
25. CHANGES TO THE TERMS OF SERVICE
25.1 SYSCLOUDSOFT MAY, AT ITS DISCRETION, CHANGE THE TERMS OF SERVICE AND PUBLISH THE SAME AT THE SITE (TITLED “TERMS OF SERVICE”). YOU ACKNOWLEDGE AND AGREE THAT YOU WILL REVIEW AND IN CASE OF NON ACCEPTANCE ON YOUR PART, YOU MUST TERMINATE YOUR SUBSCRIPTION IMMEDIATELY.
26. ELECTRONIC COMMUNICATIONS
YOU AGREE TO RECEIVE COMMUNICATIONS FROM US IN AN ELECTRONIC FORM.
YOU AGREE THAT ALL COMMUNICATION PROVIDED TO YOU ELECTRONICALLY WILL SATISFY ALL LEGAL REQUIREMENTS AS SUCH AS IF IT WERE IN WRITING.
YOU AGREE TO WITHDRAW YOUR CONSENT TO RECEIVE SUCH COMMUNICATIONS BY CONTACTING US.
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