IMPORTANT: PLEASE READ THIS DOCUMENT CAREFULLY. BY DOWNLOADING, ACCESSING AND/OR USING ALL OR ANY PART OF THE PRODUCT OR SERVICES YOU ACCEPT AND AGREE TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS SUBSCRIPTION AGREEMENT AND ITS AUTOMATIC RENEWAL TERMS. IF YOU CANNOT OR DO NOT AGREE TO ALL TERMS OF THE AGREEMENT, DO NOT PROCEED AND DO NOT USE OR ACCESS THE SERVICES. PLEASE ALSO NOTE THAT THIS AGREEMENT CONTAINS TERMS WHICH LIMIT OUR LIABILITY TO YOU AND WHICH AFFECT YOUR LEGAL RIGHTS.
Last Revised: March 9, 2020.
1. WHO WE ARE
We are Cyclonis Limited, a company incorporated under the laws of Ireland with company registration number 574974, whose registered office is at 3 Castle Street, Dublin 2, Ireland ("we", "us", or "our").
2. YOUR AGREEMENT WITH US
Cyclonis Backup is a data backup and storage cloud solution software that allows users to store and protect their data through a cloud-based system in an encrypted manner. This Agreement governs your access and use of the Cyclonis Backup services, products, software, website, apps, and related technology we offer ("Services"). You should therefore read this Agreement carefully and in its entirety. By accessing or using the Services you are agreeing to comply with and be legally bound by this Agreement. If you represent an organisation and are accessing or using our Services in connection with that organisation, you are agreeing to this Agreement on behalf of the organisation, and you represent that you are a proper agent of the organisation with full authorisation to bind the organisation. As long as you comply with the terms of the Agreement, you may access and use the Services on your compatible device.
We may change this Agreement as needed in our sole discretion from time to time to update it or make other modifications that we consider necessary. For example, we may need to makes change due to changes in applicable law or regulations, due to changes to our business or operations, or due to enhancements or additions to the Services.
If you do not agree to the change it is your responsibility to cancel your account (including any Paid Subscription) and stop using the Services before the effective date of the change. Your continued access or use of the Services after the effective date of the change will constitute your acceptance of the change and your agreement to be bound by the revised Agreement.
We work hard to regularly improve and enhance the Services. This means that the Services may automatically download and install the latest version of the Services onto your device when a new version or feature is available. If you are not using the latest version of the Services, service functionality will be significantly degraded and some or all of the features or functions may not be available.
The Services may enable you to download software ("Software"). As long as you comply with the terms of this Agreement, we grant to you a personal, limited, revocable, non-transferable, non-sublicensable and non-exclusive license to use the Software for the sole purpose of accessing the Services on your numerous supported devices for your convenience and enjoyment of the Services (with such number of devices only being limited by a reasonableness factor as determined by Cyclonis).
Open source and other third party code may be aggregated or distributed with our proprietary and copyrighted Software. The copyright notices and license terms for such third party code are described at https://www.cyclonis.com/additional-terms-conditions/. Please note that the provisions of those licences may expressly override some of the terms of this Agreement and the developers of this third party code may modify their licensing terms from time to time.
6. USER ACCOUNTS
You’ll need a user account to access or use the Services. By registering a user account you represent and warrant that: (a) all information you submit is complete, truthful and accurate; (b) you will keep such information up-to-date; (c) you are of legal age to form a binding contract; (d) you are not a person barred or restricted from using the Services; and (e) your use of the Services does not violate any applicable law or regulation. We reserve the right, in our sole discretion, to decline any application for registration of a user account. User accounts are personal to you and are not transferrable.
You must treat your username, password and any secret key as confidential, and you must not disclose them to any third party. You agree to notify us immediately if you suspect any unauthorised use of your account, password, secret key, or of any other security breach. We have the right to disable any username, password, or secret key whether chosen by you or allocated by us, at any time, if in our opinion you have failed to comply with any provision of this Agreement or in response to any other security incident.
You are responsible for making all arrangements necessary for you to have access to and the legal rights for using the Services and for ensuring that your device/hardware meets the minimum specifications required to use the Services. If you are purchasing a subscription to the Services on behalf of any entity, such as your employer, a company or your business, you represent that you have the legal authority to bind them to this Agreement. You are responsible for ensuring that all persons who access the Services through your account are aware of this Agreement, and that they comply with it in full.
7. DO’S AND DON’TS POLICY
You are responsible for all activities that occur under your account and for your User Content. When accessing or using the Services you must at all times comply with our Do’s and Don’ts Policy set out in Exhibit A, as updated from time to time.
8. TERMS OF SALE
8.1. Terms of Sale. You agree to comply with our Terms of Sale for the Services which are set out in Exhibit B plus the terms covered in this Agreement, our purchase materials, including, but not limited to, our Purchase Pages and Website materials and related provisions. The Services provide and entitle you to one (1) subscription to use with multiple devices. You, naturally, may purchase multiple Cyclonis Backup accounts if you wish depending on your personal needs and preferences for usage of the Services.
Similarly, for users of our free 2 GB Cyclonis Backup package (and who do not purchase a fully paid subscription), THE SOFTWARE MAY BE SIGNIFICANTLY LIMITED IN A NUMBER OF WAYS, YOU MAY NOT GET THE ASSURANCE OF ANY AND ALL UPDATES, THE SOFTWARE MAY NOT BE FULLY FUNCTIONAL AND YOU MAY NOT BE ENTITLED TO FULL SUPPORT.
9. OUR CONTENT / INTELLECTUAL PROPERTY
The Services are the intellectual property of and are owned by us and our licensors. The structure, organization, databases, and code of the Services are the valuable trade secrets and confidential information of us and our licensors.
Except for User Content, we and our licensors retain all right, title and interest, including, but not limited to, all copyrights, trade secret rights, patent and trademark rights, whether domestic or international, in and to the information, text, communications, apps, software, source or object code, scripting, photographs, video, animations, graphics, audio, music, sounds, images, trademarks, trade names, logos, brand features, and other materials and services found in the Services, including their look and feel (collectively, "Our Content").
The Services and Our Content are protected by copyright, including without limitation by copyright laws, trademark, database right, sui generis rights and other intellectual property laws (as the case may be), under national laws and international treaties.
Except as otherwise stated in this Agreement, you are not granted any right, title or interest in the Services, our Content, or the content of others. You may not make alterations, copies, extractions, modifications, or additions to Our Content, or sell, copy, disseminate or re-licence it, or misuse Our Content in any way. If you want to re-publish, extract, reproduce, disseminate or otherwise use Our Content, you must contact us in advance and obtain our written permission.
10. USER CONTENT
10.1. User Content. Through the Services data you may upload, download, store, transmit or copy files, videos, images, photos, and other digital materials (collectively, "User Content") provided such use solely relates to User Content which you own the intellectual property rights in, or User Content of which you are the legally authorised user or licensee of. We do not claim any rights in User Content except to the extent necessary for us to provide the Services (including to host, transmit, or store your User Content on your request). You continue to have the right to use your User Content in any way you choose, provided such use is in accordance with the Agreement.
10.2. Your Licence To Us. By creating, uploading, downloading, storing, transferring, transmitting or copying any User Content on or through the Services, you grant us and our affiliates, vendors, and trusted business partners a license to access, store, display, transmit and scan your User Content as needed in order to provide the features of the Services. The license you grant to us is worldwide, royalty-free, non-exclusive, revocable and fully-paid up. Our services include features such as searching, sorting, capturing, organising, editing, retrieving, commenting, reviewing, versioning, compiling and storing images, videos, photos, documents, data, digital materials and various media. Our services may require our having access to, scanning and/or storing such materials and you grant under this Agreement to us and our affiliates, vendors and trusted business partners your permission to undertake those activities.
10.3. Your Warranty. You represent, warrant and undertake that: (a) you own the User Content which you upload, download, store, transfer, transmit or copy through the Services or you otherwise have the right to upload, download, store, transmit or copy it in accordance with the terms of this Agreement; and (b) the uploading, downloading, storing, transferring, transmitting or copying of User Content on the Services does not violate the rights (including but not limited to confidentiality, privacy, trademark, copyright, patent or any other intellectual property rights) of any person or entity. You agree to pay for all royalties, fees, and any other monies owing to any person or entity by reason of any use of the User Content; (c) the User Content and security of your account and devices are your sole responsibility and your uploading, downloading, storing, transmitting or copying of the User Content is at your sole discretion and risk; and (d) you shall be solely responsible for any and all claims or causes of action that may arise in connection with such uploading, downloading, storing, transmitting or copying of User Content.
10.4. Indemnity. You shall indemnify and hold us (including our parent companies, affiliates, related companies and subsidiaries, and our and their officers, directors, agents, partners, contractors, consultants, employees and subcontractors) and our licensors and suppliers harmless from any damages, liabilities, claims and demands (including costs and attorneys’ fees) made by any third party due to or arising under or in connection with: (a) the access or use of the Services by you or anyone using your account; (b) your User Content; (c) the use, upload, download, storing, transferring, transmitting or copying of any information by you through the Services (including your User Content); (d) any violation of this Agreement by you or anyone using your account; and (e) your infringement of the rights of any person or entity (including but not limited to confidentiality, privacy, trademark, copyright, patent or any other intellectual property rights of any person or entity). We reserve the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify us in full and you agree to cooperate with our defence of such claims. You agree not to settle any such claim without our prior written consent. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it and you agree you are affiliated and provide us notice of any such claim, action or proceeding to us immediately.
10.5. Monitoring. We are not obligated and do not accept responsibility for monitoring your conduct or the User Content. If at any time we choose to monitor, we nonetheless assume no responsibility for User Content, have no contractual obligation to remove any inappropriate User Content, and have no responsibility for the conduct of any user. We respect the intellectual property of others, and we expect our users to do the same. We may, in appropriate circumstances and at our sole discretion, disable, terminate, and/or take other appropriate steps relating to the accounts of users who are or may be infringers or relating to the content stored on or transmitted through accounts.
10.6. Copyright Agent. If you believe that any of the User Content infringes a copyrighted work that you own, notify our copyright agent in writing. The contact information for our copyright agent is set out in section 10.8 below.
In order for us to take action, you must do the following in your notice to us:
Here is the contact information for our copyright agent: firstname.lastname@example.org
10.7. Feedback. We welcome your comments, feedback, suggestions, ideas, submissions, proposals, recommendations, concepts or other communications ("Suggestions") about any aspect of our Services, but note that you expressly waive all rights that may now or in the future exist (including moral and equivalent rights) in the Suggestions and you agree that we may use the Suggestions as if they are the property of ours for us to use in any way without any restriction, obligation, notice, reimbursement or compensation to you.
10.8. Limitation Regarding HIPAA. Cyclonis Backup is not designed to specifically be used in conjunction with or to satisfy the legal rules and regulations for the storage and handling of private patient healthcare data or Protected Health Information. Accordingly, (i) Cyclonis Backup does not intend that your use of the Services will in any way create legal responsibilities or obligations for Cyclonis Backup to comply with Health Insurance Portability and Accountability Act of 1996 (HIPAA), (ii) Cyclonis Backup makes no representations that the Services satisfy HIPAA requirements, and (iii) you agree not to use the Services in connection with any Protected Health Information (as defined in HIPAA).
11. LIMITED WARRANTY
11.1. Service Limitations. The Services are provided "as is" and we make no undertaking, representation or warranty: (a) in connection with the security, completeness or accuracy, reliability or timeliness of the Services; and/or (b) that the Services or any servers they are hosted on (whether from a third party or us) are safe, uninterrupted, free from defects, errors, viruses, bugs or other harmful elements. You acknowledge that use of the Services is entirely at your own risk and you assume full responsibility and risk of loss resulting from the use of, viewing, access to, relying on or downloading of the Services. You understand and acknowledge that no server or services can be guaranteed against or completely protected from potential hackers, hacking or unauthorised access. You further acknowledge that any unavailability, unauthorised intrusions or the existence of any errors shall not constitute a breach of the Agreement by us, or our parent companies, affiliates, related companies and subsidiaries, or our and their officers, directors, agents, partners, vendors, contractors, consultants, trusted business partners, any employees and subcontractors (the "Cyclonis Party"). Accordingly, we recommend you regularly take and maintain separately from the Services your own security measures to safeguard your device(s) and your own backups of all User Content and data that you have uploaded to or store on the Services.
11.2. Reliance on Information. Information, opinions, commentary, and other materials posted, provided, generated or displayed on the Services by us or our vendors, affiliates and/or trusted partners are not intended to amount to advice on which reliance should be placed. We therefore disclaim all liability and responsibility arising from any reliance placed on, or conclusions drawn from, such materials by any visitor to, or user of, the Services, or by anyone who may be informed of any of its contents. You are solely responsible for determining the suitability of any such information or materials.
11.3. Beta Versions. If the Services, or certain features of the Services, are a beta, early access, evaluation, preview, release candidate or test version, you acknowledge and agree that: (a) the Services may contain errors and defects and may not be reliable or function as intended or in accordance with its specifications; and (b) you assume all risk in using such Services and agree to take due care in the installation, running and testing on your device.
11.4. Dependencies. Some parts of the Services are designed to work with external third-party applications, and in some instances, the continued functionality of the Services may be partially or wholly dependent on one or more third parties or their servers, systems or databases. This may require you to update the Services and/or other third-party applications to ensure compatibility, and we cannot and do not warrant that all currently supported third-party applications, systems or databases will remain compatible or available.
11.5. Compatible OS. The particular operating systems upon which the Services have been designed to operate and be used will be published by us from time to time ("Compatible OS"). You agree that you will not use, execute or install the Services on any operating system other than a Compatible OS. You acknowledge and agree that the Services may not execute correctly and may interfere with other software or hardware if executed or used on an operating system which is not a Compatible OS.
11.6. Limited Warranty. In the event that any terms, conditions, representations or warranties are implied by statute, common law or equity ("Prescribed Terms") into the Agreement which cannot be excluded by the law applicable to you in your jurisdiction, the Prescribed Terms will apply to the Agreement, save that the liability of the Cyclonis Parties for breach of any Prescribed Terms will be limited, to the maximum extent permitted by law, at our option and sole discretion, to any one or more of the following: (a) the replacement of the Software to which the breach relates or the supply of equivalent Software; (b) the repair of the Software; (c) the payment of the cost of replacing the Software or of acquiring equivalent Software; or (d) the payment of the cost of having the Software repaired. If the liability of a Cyclonis Party for any breach of any Prescribed Terms is capable of exclusion, they are hereby excluded to the fullest extent permitted by law. Except to the extent provided by the Prescribed Terms (if any), which are not capable of exclusion or limitation by the law applicable to you in your jurisdiction, or as expressly set out in this Agreement, you will not under any circumstances have any cause of action against, or right to claim or recover from, the Cyclonis Parties for or in respect of any loss, damage or injury (including without limitation any loss of profit, loss of savings, indirect, incidental or consequential loss, damage or injury) arising from the supply or use of the Services or any breach of the Agreement.
11.7. Independent Judgment. You acknowledge that you have exercised your independent judgment in acquiring the Services and have not relied upon any representations (whether written or oral) made by a Cyclonis Party which have not been stated expressly in the Agreement or upon any descriptions or illustrations or specifications contained in any document or website including, catalogues or publicity material produced by us.
12. LIMITATION OF LIABILITY
THE LIMITED WARRANTY IN SECTION 11.6 STATES THE SOLE AND EXCLUSIVE REMEDIES FOR A CYCLONIS PARTY’S BREACH OF WARRANTY. THE CYCLONIS PARTIES DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SERVICES. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, AND FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT TO WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO YOU IN YOUR JURISDICTION, THE CYCLONIS PARTIES MAKE NO WARRANTIES, CONDITIONS, REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE AS TO ANY OTHER MATTERS, INCLUDING BUT NOT LIMITED TO NON-INFRINGEMENT OF THIRD PARTY RIGHTS, INTEGRATION, SATISFACTORY QUALITY OR FITNESS FOR ANY PARTICULAR PURPOSE.
TO THE EXTENT PERMITTED BY THE LAW APPLICABLE TO YOU IN YOUR JURISDICTION, IN NO EVENT WILL ANY CYCLONIS PARTY BE LIABLE TO YOU FOR: (A) ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR INCIDENTAL LOSSES, DAMAGES, CLAIMS OR COSTS WHATSOEVER; OR (B) ANY LOSS OF PROFITS, LOSS OF SAVINGS, LOSS OF OR CORRUPTION TO DATA, BUSINESS INTERRUPTION, LOSS OF REVENUE, LOSS OF USE, LOSS OF CONTRACT, LOSS OF GOODWILL OR LOSS OF OPPORTUNITY, EVEN IF A CYCLONIS PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS; OR (C) ANY CLAIM BY ANY THIRD PARTY.
OTHER THAN FOR THE TYPES OF LIABILITY THAT CANNOT BE LIMITED BY LAW, TO THE MAXIMUM EXTENT PERMITTED BY THE LAW APPLICABLE TO YOU IN YOUR JURISDICTION, THE TOTAL AGGREGATE LIABILITY OF ALL CYCLONIS PARTIES UNDER OR IN CONNECTION WITH THE AGREEMENT (WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), UNDER STATUTE, OR OTHERWISE) SHALL BE LIMITED TO THE TOTAL AMOUNT YOU HAVE PAID CYCLONIS FOR THE CYCLONIS BACKUP SERVICES IN THE PREVIOUS 12 MONTHS, AND IF YOU HAVE NOT PAID CYCLONIS ANY AMOUNT FOR THE CYCLONIS BACKUP SERVICES SHALL BE €0 (ZERO EUROS). We are acting on behalf of our suppliers, subcontractors, agents and licensors for the purpose of disclaiming, excluding and/or limiting obligations, warranties and liability as provided in the Agreement, but in no other respects and for no other purpose. For further information please contact Cyclonis’ customer support department.
No Cyclonis Party is liable for any failure of the Services resulting from: (a) an alteration, addition, adjustment or repair that is not performed by a Cyclonis Party; (b) misuse, damage or unlicensed use of the Services or User Content by you or a third party; or (c) access or use of the Services other than in accordance with the Agreement.
13. LINKS TO THIRD PARTIES
14. SUSPENSION AND TERMINATION
14.1. Your Rights. You may cease using the Services at any time. To close your account, please contact our Support team via our "Inquiries and Support" (https://www.cyclonis.com/inquiries-support/) or our phone number.
14.2. Our Rights. Access to the Services is permitted on a temporary basis and we may at any time, in our sole discretion limit, suspend, cancel or terminate (in whole or in part) your account or your access to any or all of the Services if: (a) you violate this Agreement; (b) you are not, or we suspect you are not, complying with the Do’s and Dont’s Policy set out in Exhibit A; (c) we believe, in our sole discretion, that you pose a threat or risk to the Services, our business, our staff, and/or any other person or entity; or (d) you have not accessed the Services for a period of 12 consecutive months and you do not have a current Paid Subscription or (e) you are default and not current on your subscription payment obligations. We are not liable to you or any third party for any limitation, suspension cancellation, or termination of your account or of your access to the Services; or for any inability to access your User Content.
14.3. Remedy Notice. Unless section 14.4 applies, before taking action under section 14.2 we will attempt to provide a written ‘notice to remedy’ to you by contacting you at the email address associated with your account although we do not assume an obligation to ensure that a "notice to remedy" is sent.
14.4. No Notice. In all events, we are not under an obligation to provide a written ‘notice to remedy’ to you under section 14.2 if doing so may result in us suffering legal or regulatory liability; in any way compromises the safety or security of the Services, our business, our staff, or any other person or entity; or in any way compromises our ability to provide our Services or operate our business.
14.5. Discontinuing the Services or Features. We may at any time, in our sole discretion, limit, withdraw or discontinue (temporarily or permanently) all or any parts of the Services or Service features. For example, this may be in response to legal or regulatory requirements, our business requirements, or other factors such as, without limitation, your being in default on your subscription account obligations.
14.6. Temporary access to User Content. Following any termination or expiry of this Agreement or of your subscription, or any cancellation or discontinuance, permanent suspension or withdrawal of the Services by us in accordance with this Agreement, we will use reasonable endeavours to give you notice at the email address associated with your account, and allow you a grace period of up to, and no longer than, 40 DAYS to have access to your account for the limited purpose to download or export user content from the services; and fully delete your user content so that you are not using the services in any manner or form. During this 40 DAYS grace period you will not have any right to use the full functionality of your account except as described herein to remove user content and, in particular, you will not be able to create any new user content or revise any of the user content in your account.
Following expiry of this 40 DAYS period all access to User Content shall immediately stop and we reserve the right to fully and irretrievably delete and/or expunge User Content without further notice and without any liability to you. Despite the foregoing, depending on the circumstances, we reserve the right to exercise our discretion with regards to the duration and scope of the use of the Services and of any notice we send to you and/or any other action we take. Our exercise of such discretion and/or forbearance in enforcing these provisions – or any other provisions of this Agreement – shall not create any rights for users and/or any obligations on us.
15. EXPORT CONTROL
You agree that any software component of the Services shall not be shipped, transferred or exported into any country or used in any manner prohibited by any applicable export laws, restrictions or regulations (collectively the "Export Laws"). In addition, if such software is identified as export controlled items under the Export Laws, you represent and warrant that you are not a citizen, or otherwise located within, any nation embargoed by the United Nations, the United States and/or the European Union, and that you are not otherwise prohibited under the Export Laws from receiving the software. All rights to use the software are granted on condition that such rights are forfeited if you fail to comply with the terms of the Agreement.
16. GOVERNING LAW AND JURISDICTION
The existence, formation, interpretation, operation and termination of the Agreement, and all matters and disputes (whether contractual or non-contractual) related to or connected with the Agreement or its subject matter, is subject to the laws of Ireland. The Agreement shall not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. The Irish Courts shall have exclusive jurisdiction over all matters and disputes (whether contractual or non-contractual) related to or connected with the Agreement or its subject matter. Nothing in this paragraph shall limit our right to bring enforcement proceedings in another jurisdiction or to seek interim, protective or provisional relief in the courts of another jurisdiction.
If you are a European Union consumer you will benefit from any mandatory provisions of the law of the EU member state in which you are resident. Nothing in the Agreement, including the paragraph above, affects your rights as a consumer to rely on such mandatory provisions of local law.
If any term of the Agreement is found illegal, void or unenforceable by a court of competent jurisdiction: such term shall be excluded to the extent of such invalidity or unenforceability; all other terms of this Agreement shall remain in full force and effect; and, to the extent permitted and possible, the invalid or unenforceable term shall be deemed replaced by a term that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term. Neither party's failure or neglect to enforce any term or rights under the Agreement will be deemed to be a waiver of that party's rights. The Agreement shall not prejudice the statutory rights of any party dealing as a consumer. The Agreement may be modified by us in accordance with the ‘Changes’ section above and any other provisions of the Agreement. The Agreement may only be modified by you if agreed in advance in writing and signed by an authorized officer of us. Updates may be licensed to you by us with additional or different terms. You may not transfer or assign any of your rights under the Agreement (or your user account) to anyone, and any attempted transfer or assignment is void. We may at any time transfer or assign our rights under the Agreement to any successor or to any related company or affiliate of ours and/or in connection with any change by us in our company, including, but not limited to, as part of any divestiture, acquisition, reorganisation and/or reconfiguration. The parties to this Agreement are independent contractors and nothing in the Agreement shall be deemed to constitute a partnership or joint venture between the parties or constitute any party to be the agent of the other party for any purpose. The Agreement constitutes the entire agreement between us and you relating to the Services and supersedes any prior representations, discussions, undertakings, communications or advertising relating to the Services. We will not be liable for any failure or delay in performance, due in whole or in part, to anything beyond our reasonable control. In the event of inconsistency or discrepancy between the English language version of this Agreement and any translation into another language, the English language meaning shall control.
18. COMMUNICATION AT YOUR OWN RISK
Email and other methods of transmitting information over the Internet are subject to interference or scrutiny by third parties and should be independently verified. We cannot ensure security and privacy of such communications and all risk in transmitting such communications lies with you.
19. NOTICE TO GOVERNMENT END USERS.
The Services and related documentation are licensed to government end users (a) only as commercial items; and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished rights under copyright law are reserved.
20. COMPLIANCE WITH LICENSES.
If you are a business or organization, you agree that upon request from us or our authorized representative, you will within 30 days fully document and certify that use of any and all Cyclonis Services under this Agreement at the time of the request is in conformity with your valid licenses from us.
EXHIBIT A – CYCLONIS BACKUP DO’S AND DONT’S POLICY
When using or accessing the Services you must:
2. DO NOT’S
When using or accessing the Services you must not (and must not attempt to):
EXHIBIT B – TERMS OF SALE AND AUTO-RENEWAL OF SUBSCRIPTIONS
1. SUBSCRIPTION PACKAGES
We offer a range of different packages for the Services as described on our Website, Purchase Pages, and other materials for Cyclonis Backup. Our basic free package offers registered users a specified amount of complimentary storage space for User Content. Other packages offer increased storage space for User Content and other additional features, and require you to take out and maintain a current valid paid subscription ("Paid Subscription"). You can find details of the latest storage amounts, pricing and package features on our Website, our Purchase Pages, in-app information, and other Cyclonis Backup materials. You agree to pay us all subscription fees, applicable charges, VAT, and taxes in connection with the Services you acquire from us. The Services provide and entitle you to one (1) subscription to use with multiple devices. You, naturally, may purchase multiple Cyclonis Backup accounts if you wish depending on your personal needs and preferences for usage of the Services. Your active paid subscription and basic free plans generally allow for unlimited devices for the Services; provided, however, Cyclonis reserves the right to limit the number of devices you may use with a Cyclonis Backup subscription if Cyclonis, in its sole discretion, determines that a user is abusing this agreement and the intended Services. Cyclonis also reserves the right to determine and prevent, in its sole discretion, whether any abusive practices for the subscriptions are being employed in the use of the basic free Service plan and to suspend or terminate subscription accounts employing abusive practices.
Storage amounts, pricing and package features may vary in our discretion, including during any Paid Subscription period, and We specifically reserve the right to raise subscription prices from time to time. We will let you know about any material changes and your choices by posting it on the Cyclonis backup website, Purchase Pages, in-app messages and/or otherwise notifying you in writing (electronically or otherwise) in advance. You will have 14 days from the date you receive notice of a price change to cancel your subscription if you wish and the new pricing will not take any effect until after the 14-day period is completed. Any price change will apply no earlier than 30 days following the date you were first notified of the price change. Any discounts will be subject to the Special Discount Terms and/or discount offers as we may, in our sole discretion, make available from time to time and may not always be available to all users or potential users. All subscription fees are billed up front and absent a timely cancellation and refund request shall not be prorated in any way should you choose to cancel your subscription. To bring you the quality and affordable pricing for the Services as well as continuous Support, Our pricing allows you to increase your subscription storage package by purchasing higher storage subscription price plans – but does not allow for reducing plans to lower pricing or to return to a basic free plan once you have elected to switch your subscription account to a higher level storage subscription plan.
2. PAYMENT AND BILLING
The total price for your Paid Subscription will be displayed on the purchase confirmation page that you are directed to after you place your order (the price may also include local taxes, if applicable). Your Paid Subscription will automatically renew every 6 months at the retail price applicable at the time of your purchase of your original Cyclonis Backup subscription, provided you maintain a continuous subscription and your subscription will continue to remain in effect until it is terminated or cancelled in accordance with this Agreement.
The following payment methods are generally accepted but may change from time to time dependent upon our trusted third party payment processing partners: American Express, Visa, MasterCard, Discover and PayPal. Your card issuer may charge you certain fees, such as foreign transaction fees or other fees related to any processing or refund related to your payment. By providing us or our trusted third party payment partners with a payment method you represent and warrant that: (a) you are authorised to use the payment method you provide; and (b) the payment information you provide is true, accurate and not misleading. By providing us or our trusted third party payment partners with a payment method you authorise us to charge the applicable Paid Subscription fees on a recurring basis including for all automatic renewals to your preferred payment method until and unless you cancel.
If: (a) you do not pay for your Paid Subscription on time; or (b) any payment is not successful, for example, because your card has expired, due to insufficient funds, or for any other reason, and you do not change or update your preferred payment method, we may, in our sole discretion, either immediately suspend your account until a valid payment method is obtained, or take action under Section 14 and, in particular, Section 14.6 (Temporary access to User Content) above.
3. AUTO-RENEWAL OF YOUR SUBSCRIPTION
On and from the date you purchase a Paid Subscription, you agree for your account to be configured for automatic billing from that date by your preferred payment method until and unless you cancel. You will receive notification by email at the email address you used when registering to remind you that your renewal payment is upcoming and you may cancel your subscription before the end of the Paid Subscription period. If you do not cancel your Paid Subscription before the end of a Paid Subscription period, your Paid Subscription will auto-renew at the end of each Paid Subscription period at the then applicable standard price, provided you maintain a continuous and current subscription and your preferred payment method will be billed accordingly.
If you wish to upgrade your package you can request this through the ‘My Account’ page and upon such upgrade we will charge you the difference between the lower package level and the higher package level for the remainder of your current Paid Subscription period and for all future subscription periods unless and until you further modify your account.
5. CANCELLING YOUR SUBSCRIPTION/REFUNDS
You may cancel your Paid Subscription at any time. Refunds for a Paid Subscription are only issued if users cancel and request a refund for their Paid Subscriptions within 30 days of purchase.
The fastest way to cancel your Paid Subscription is to notify the Cyclonis third party payment partner who processed your subscription order. You can find its appropriate contact details and further helpful information on your purchase confirmation email. Please ensure that your request for a refund includes your name, details of the order (including order confirmation number) and, where available, your phone number and the registered email address from your order confirmation. In the event you need additional help, you may contact the Cyclonis Support department.
If you cancel beyond the initial 30 day cancellation period described in Sections 5 and 6, you cannot apply for a refund for payments already made, and you will continue to have access to the full and complete features of your chosen Paid Subscription package through to the end of your Paid Subscription period. No credits or refunds are provided for any partial-Paid Subscription periods. Paid Subscriptions are personal and are non-transferable. If your Paid Subscription lapses or expires and you want to continue to receive the functionality of your chosen package, it is your responsibility to properly renew. Some countries have mandatory local laws regarding your cancellation rights. This Exhibit B does not override those laws.
6. RIGHT TO CHANGE YOUR MIND IF YOU ARE A CONSUMER
If you are a consumer and have changed your mind about purchasing a subscription to the Services, you can cancel and apply for a refund within the first 30 days from your purchase transaction date. Within that 30-day period you may notify our trusted third party payment partner(s) or Cyclonis’s Support department in writing that you are cancelling your subscription and are requesting a refund, and you do not need to give any reason. Otherwise, a minimum subscription period of 6 months applies and will apply for each renewal subscription period in the future unless and until you cancel your subscription. Any refund may be subject to lawful deductions if and where applicable. If it appears to us that you are abusing the refund system, we reserve the right to immediately withdraw your access to the Services. If you receive a refund under Sections 5 or 6, you will immediately stop receiving access to the functionality of the Services, as may be applicable. More information about how to send a cancellation and refund request (Cancelling your subscription) is described above.