VAULTDROP, LLC
SOFTWARE AS A SERVICE AGREEMENT

READ THIS VAULTDROP, LLC (“VaultDrop”) SOFTWARE AS A SERVICE
AGREEMENT (THIS “AGREEMENT”) CAREFULLY BEFORE CONTINUING REGISTRATION.

BY CREATING AN ACCOUNT OR OTHERWISE ACCEPTING THE TERMS OF THIS AGREEMENT, ONLINE, IN A SEPARATE WRITTEN FORM, OR BY USING THE SERVICES, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU ENTER INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AND, IN SUCH EVENT, “YOU” AND “YOUR” AS USED IN THIS AGREEMENT SHALL REFER TO SUCH ENTITY.

IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS IN THIS AGREEMENT, YOU MUST NOT CREATE AN ACCOUNT AND MAY NOT USE VAULTDROP SERVICES.

I. Agreement Definitions

“You” and “your” refers to the individual or entity that has ordered software as a service from VaultDrop, LLC (“VaultDrop”). Software as a service consists of system administration, system management, and system monitoring activities that VaultDrop performs and includes the right to use VaultDrop support services, as well as other services provided by VaultDrop (collectively, the “services”).

The term “documentation” refers to the user manuals as well as any other materials provided by VaultDrop as part of its services.

The term “VaultDrop services” refers to hosted software services owned or distributed by VaultDrop to which VaultDrop grants access for data storage and management.

The term “users” shall mean those individuals authorized by you or on your behalf to use the services, as defined in the other document.

The term “your data” refers to the data provided by you that resides in your services environment.

II. Applicability of Agreement

This software as a service agreement is valid for secure data storage and management.

III. Rights Granted

A. License. Upon your acceptance of this Agreement and for the duration of the services term defined in this Agreement, you have the nonexclusive, non-assignable, worldwide limited right to use the services, subject to the terms of the agreement. You may allow users to use the services for this purpose and are responsible for your users’ compliance with the agreement. You acknowledge that VaultDrop has no delivery obligation and will not ship copies of the VaultDrop software. You agree that you do not acquire any license rights in excess of the scope and not for a term greater than the duration of the services. Upon the end of the agreement or the services thereunder, your right to access or use the VaultDrop services shall terminate.

B. Storage. The Services shall include the applicable allocation of base data storage.

C. Extraction of Data. VaultDrop shall provide, within seventy-two (72) business hours of your request, without charge and without any conditions or contingencies (including but not limited to the payment of any fees due to VaultDrop), an extraction of your data upon your request and authorization.

D. Backup and Recovery of Data. As a part of the Services, VaultDrop is responsible for maintaining a backup of your data for an orderly and timely recovery of such data in the event that the Services may be interrupted.  VaultDrop shall maintain a contemporaneous backup of your data that can be recovered within seventy-two (72) business hours.  Any backups of Data shall not be considered in calculating used storage.

E. Control and Location of Services. Notwithstanding licensed third party services, the method and means of providing VaultDrop Services shall be under the exclusive control, management, and supervision of VaultDrop.

1. VaultDrop employs a proprietary method of decentralized data storage wherein data is dispersed among multiple storage entities to ensure security.

2. The Services (including data storage), may be provided, upon VaultDrop’s discretion, from any geographic location, either internationally and/or within the continental United States and on computing and data storage devices residing therein.

F. Loss of Data. As it may relate to the proprietary methods described in E (1), VaultDrop disperses your data among series of independent storage facilities. These independent storage facilities may be owned, maintained, and coordinated by multiple and different third party entities. If, by third party misconduct or breach, the confidential information has been compromised, VaultDrop will provide reimbursement according to the applicable program schedule, if one has explicitly been offered to you. VaultDrop may execute any one of the following actions, as appropriate:

1. send notice as soon as practicable but no later than forty-eight (48) business hours of becoming aware of such occurrence;

2. subject to review, provide reimbursement according to the appropriate program:

Starter: up to $500 US
Pro: up to $5,000 US;

provided, however, that this Section III is exempted completely when Services are provided according to Section VI (“Trial Use of Services”) and when any plan other than “Starter” or “Pro” as both defined in this agreement, are offered. This Section III is also exempted completely when Services provided are paid for by a third party, whether this may be for promotional purposes or otherwise.

3. perform or take any other actions required to comply with applicable law as a result of the occurrence;

4. assist in recreating lost Data in a timely manner without charge to you; and

5. provide a detailed plan within ten (10) calendar days of the occurrence describing the measures VaultDrop will undertake to prevent a future occurrence.

IV. Ownership and Restrictions

You retain all ownership and intellectual property rights in and to your data. VaultDrop or its licensors retain all ownership and intellectual property rights to the services. VaultDrop retains all ownership and intellectual property rights to anything developed and delivered under the agreement. Third party technology that may be appropriate or necessary for use with VaultDrop services is specified in third party service documentation. Your right to use such third party technology is governed by the terms of the third party technology license agreement specified by VaultDrop and not under this agreement.

You may not:

1. remove or modify any service markings or any notice of VaultDrop’s or its licensors’ proprietary rights;

2. make the service or related materials available in any manner to any third party for use in the third party’s business operations (unless such access is expressly permitted for the license or materials from the services you have acquired);

3. modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the services (the foregoing prohibition includes but is not limited to review of data structures or similar materials), or access or use the services in order to build or support, and/or assist a third party in building or supporting, products or services that undermine VaultDrop;

4. disclose results of any service benchmark tests without VaultDrop’s prior written consent; and

5. license, sell, transfer, assign, distribute, display, host, outsource, or otherwise commercially exploit or make the VaultDrop services or materials available to any third party other than might be expressly permitted under the terms of the agreement. The rights granted to you under the agreement are also conditioned on the following:

(a) the rights of any user licensed to use the services, on a “named user” basis, cannot be shared or used by more than one individual (unless such license is reassigned in its entirety to another authorized user, in which case the prior authorized user shall no longer have any right to access or use the license);

(b) except as expressly provided herein, no part of the services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording, or other means; and

(c) you agree to make every reasonable effort to prevent unauthorized third parties from accessing the services.

V. Warranties, Disclaimers and Exclusive Remedies

VaultDrop warrants that the services will perform in all material respects in accordance with this Agreement. If the services provided to you for any given month during the term were not performed as warranted, you must provide written notice to VaultDrop no later than three business days after the last day of that particular month.

Except as provided in Section III (F), VAULTDROP DOES NOT GUARANTEE THAT THE SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT VAULTDROP WILL CORRECT ALL SERVICES ERRORS. YOU ACKNOWLEDGE THAT VAULTDROP DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. VAULTDROP IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

VI. Trial Use of the Services

VaultDrop may offer free trials of its service and/or free or no-cost-to-end-user usage tiers. If you order Services for trial purposes specified in any other document or under evidence of such intent, any and all such Services are subject to the terms and conditions of this agreement, are provided “as is” and are not provided under any warranties; furthermore, VaultDrop does not assume any responsibility for loss of data, service delays, or other issues.

VIII. Indemnification

A. If a third party makes a claim against either you or VaultDrop (“Recipient” which may refer to you or VaultDrop depending upon which party received the Material), that any information, design, specification, instruction, software, service, data, or material (“Material”) furnished by either you or VaultDrop (“Provider” which may refer to you or VaultDrop depending on which party provided the Material), and used by the Recipient infringes its intellectual property rights, the Provider, at its sole cost and expense, will defend the Recipient against the claim and indemnify the Recipient from the damages, liabilities, costs and expenses awarded by the court to the third party claiming infringement or the settlement agreed to by the Provider, if the Recipient does the following:

1. notifies the Provider promptly in writing, not later than 30 days after the Recipient receives notice of the claim (or sooner if required by applicable law);

2. gives the Provider sole control of the defense and any settlement negotiations; and

3. gives the Provider the information, authority, and assistance the Provider needs to defend against or settle the claim.

B. If the Provider believes or it is determined that any of the Material may have violated a third party’s intellectual property rights, the Provider may choose to either modify the Material to be non-infringing (while substantially preserving its utility or functionality) or obtain a license to allow for continued use, or if these alternatives are not commercially reasonable, the Provider may end the license for, and require return of, the applicable Material and refund any unused, prepaid fees the Recipient may have paid to the other party for such Material. If such return materially affects VaultDrop’s ability to meet its obligations, then VaultDrop may, at its option and upon 30 days’ prior written notice, terminate its service obligations. The Provider will not indemnify the Recipient if the Recipient alters the Material or uses it outside the scope of use identified in the Provider’s user documentation or services policies or if the Recipient uses a version of the Materials which has been superseded, if the infringement claim could have been avoided by using an unaltered current version of the Material which was provided to the Recipient.

C. The Provider will not indemnify the Recipient to the extent that an infringement claim is based upon (i) any information, design, specification, instruction, software, data, or material not furnished by the Provider, or (ii) any Material from a third party portal or other external source that is accessible within or from the service (e.g., a third party web page accessed via a hyperlink). Provider will not indemnify Recipient to the extent that an infringement claim is based upon the combination of any Material with any products or services not provided by Provider. Provider will not indemnify Recipient for infringement caused by Recipient’s actions against any third party if the services as delivered and used in accordance with the terms of the agreement would not otherwise infringe any third party intellectual property rights. Provider will not indemnify Recipient for any infringement claim that is based on: (1) a patent that Recipient were made aware of prior to the effective date of the agreement (pursuant to a claim, demand, or notice); or (2) Recipient’s actions prior to the effective date of the agreement. This section provides the parties’ exclusive remedy for any infringement claims or damages.

VIII. Support Services

VaultDrop endeavors to reply to support emails within a reasonable timeframe. However, there is no guarantee of a timely reply and, unless otherwise agreed to in writing, VaultDrop does not provide any other type of support.

IX. End of Agreement

A. Services provided under this software as a service agreement shall be provided for the period defined in this Agreement unless earlier terminated in accordance with the agreement. The term of the services and any renewal years are collectively defined as the “services term.” At the end of the services term, all rights to access or use the services, including the VaultDrop documents, shall end.

B. If either of us breaches a material term of the agreement and fails to correct the breach within 30 days of written specification of the breach, then the breaching party is in default and the non-breaching party may terminate this Agreement. If VaultDrop terminates this Agreement for breach, as specified in the preceding sentence, you must pay any outstanding amounts which have accrued prior to the end of the term. If VaultDrop terminates this Agreement under the Indemnification section, you must pay any outstanding amounts which have accrued prior to the end of the term. VaultDrop may agree in its sole discretion to extend the 30-day period for so long as you demonstrate to VaultDrop’s satisfaction, reasonable efforts to cure the breach. You agree that if you are in default under the agreement, you may not use the services ordered.

C. In addition, VaultDrop may immediately suspend your password, account, and access to or use of the services (i) if you fail to pay VaultDrop as required under the agreement and do not cure within the first ten days of the 30-day cure period, (ii) if your account and access to our services was being paid for by a third party and that third party either fails to pay VaultDrop as required under their agreement with VaultDrop, or if the terms under which that third party is paying for your services change, for example if you cease to be a regular customer of that third party, or (iii) if you violate any provision within this software as a service agreement. VaultDrop may terminate the services hereunder if any of the foregoing is not cured within 30 days after VaultDrop’s initial notice thereof. Any suspension by VaultDrop of the services under this paragraph shall not excuse you from your obligation to make payment(s) under the agreement.

D. At your request, and for a period of up to thirty (30) days after the termination this Agreement, VaultDrop may permit you to access the services solely to the extent necessary for you to retrieve a file of your data then in the services environment. You agree and acknowledge that VaultDrop has no obligation to retain your data and that your data may be irretrievably deleted after thirty (30) days following termination.

E. Provisions that survive termination or expiration of the agreement are those relating to limitation of liability, infringement indemnity, payment, and others which by their nature are intended to survive.

X. Fees and Billing Procedures

A. Fees

Starter: 3GB storage for $3.49/month

Pro: 3TB Storage for $9.99/month

Other: VaultDrop may from time-to-time make other plans available. In some cases, third parties may pay VaultDrop directly for services to be provided at no direct cost to end-users that third party specifies, for a duration that third party specifies. The amount of storage provided, the fees, the maximum file size allowed for upload and other attributes may be offered and/or changed at any time. The plans do not include the Loss of Data Guarantee, such that Section F and specifically Section F2 does not apply to these plans.

When not a free plan, trial period, or a plan paid for by a third party, you agree to pay for all services as ordered and set forth during registration or in any applicable other documents. All fees due under the agreement are non-cancelable and the sums paid nonrefundable. You agree to pay any sales, value-added or other similar taxes imposed by applicable local law.

B. Billing Procedures

VaultDrop shall charge credit cards or make withdrawals on a monthly basis, to commence on the execution date of this or any other agreement.

XI. Nondisclosure

A. By virtue of this agreement, the parties may agree upon terms that are not to be disclosed to third parties (“confidential terms”). Confidential terms shall be limited to the terms and pricing under the agreement and dispute resolution or settlement terms relating to Section IIIF, VII or otherwise reached by the parties. We each agree to not disclose these confidential terms to third parties.

B. Any other data or information you regard as “confidential” whether marked or otherwise indicated as such, shall not be disclosed to VaultDrop, its officers, representatives or agents. Furthermore, if you disclose, for example, any intellectual property, trade secrets or otherwise protected information, VaultDrop shall not be responsible for your disclosure or the information disclosed. Disclosure in this context is distinct from data storage.

C. Confidential information shall not include information that: (i) is or becomes a part of the public domain through no act or omission of the other party; (ii) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (iii) is lawfully disclosed to the other party by a third party without restriction on the disclosure; or (iv) is independently developed by the other party.

XII. Entire Agreement

You agree that the agreement (including the information which is incorporated into the agreement by written reference, including reference to information contained in a URL or referenced policy), is the complete agreement for the services ordered by you, and that the agreement supersedes all prior or contemporaneous agreements or representations, written or oral, regarding such services. If any term of the agreement is found to be invalid or unenforceable, the remaining provisions will remain effective and such term shall be replaced with a term consistent with the purpose and intent of the agreement. The agreement may not be modified and the rights and restrictions may not be altered or waived except in a writing signed by authorized representatives of you and of VaultDrop.

XIII. Limitation of Liability

NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, ANY LOSS OF REVENUE OR PROFITS (EXCLUDING FEES UNDER THE AGREEMENT), OR SUBJECT TO SECTION III (F), DATA LOSS. VAULTDROP’S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS SOFTWARE AS A SERVICE AGREEMENT OR YOUR ORDER, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL IN NO EVENT EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNTS ACTUALLY PAID TO VAULTDROP FOR THE SERVICES UNDER THE ORDER THAT IS THE SUBJECT OF THE CLAIM IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. ANY DAMAGE IN YOUR FAVOR AGAINST VAULTDROP SHALL BE REDUCED BY ANY REFUND OR CREDIT RECEIVED BY YOU UNDER THE AGREEMENT AND ANY SUCH REFUND AND CREDIT SHALL APPLY TOWARDS THE LIMITATION OF LIABILITY.

XIV. Export

Export laws and regulations of the United States and any other relevant local export laws and regulations apply to the services. You agree that such export control laws govern your use of the services (including technical data) and any services deliverables provided under this agreement, and you agree to comply with all such export laws and regulations (including “deemed export” and “deemed re-export” regulations). You agree that no data, information, software programs and/or materials resulting from services (or direct product thereof) will be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws including, without limitation, nuclear, chemical, or biological weapons proliferation, terrorist acts or other acts or war, aggression, or harassment, or development of missile or other weapon technology.

XV. Other

A. VaultDrop is an independent contractor and no partnership, joint venture, or agency relationship exists between us.

B. You shall obtain at your sole expense any rights and consents from third parties necessary for VaultDrop and its subcontractors to perform the services under the agreement.

C. If you have a dispute with VaultDrop or if you wish to provide a notice under the Indemnification section of this software as a service agreement, or if you become subject to insolvency or other similar legal proceedings, you will promptly send written notice to:

VaultDrop, LLC
2 North Lake Avenue, Suite 1050
Pasadena, CA 91101
Attention: Legal Department
legal@vaultdrop.com

VaultDrop may give notice applicable to VaultDrop’s software as a service customer base by means of a general notice on the VaultDrop portal or site for the services, and notices specific to you by electronic mail to your e-mail address on record in VaultDrop’s account information or by written communication sent by first class mail or pre-paid post to your address on record in VaultDrop’s account information. Notice may also be given through third parties, for example if a third party is paying for your VaultDrop service.

D. You may not assign the agreement or give or transfer the services or an interest in them to another individual or entity. If you grant a security interest in any portion of the services, the secured party has no right to use or transfer the services or any deliverables.

E. Except for actions for nonpayment or breach of VaultDrop’s proprietary rights, no action, regardless of form, arising out of or relating to the agreement may be brought by either party more than two years after the cause of action has accrued.

F. VaultDrop may audit your use of the services. You agree to cooperate with VaultDrop’s audit and provide reasonable assistance and access to information. Any such audit shall not unreasonably interfere with your normal business operations. You agree to pay within 30 days of written notification any fees applicable to your use of the services in excess of your rights. If you do not pay, VaultDrop can end your services and/or the agreement. You agree that VaultDrop shall not be responsible for any of your costs incurred in cooperating with the audit.

G. The Uniform Computer Information Transactions Act does not apply to this software as a service agreement or orders placed under it. You understand that VaultDrop’s business partners, including any third party firms retained by you to provide computer consulting services, are independent of VaultDrop and are not VaultDrop’s agents. VaultDrop is not liable for nor bound by any acts of any such business partner, unless the business partner is providing services as a VaultDrop subcontractor on an engagement ordered under this software as a service agreement.

H. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the California; you and VaultDrop agree to submit to the jurisdiction of, and venue in, the courts in San Francisco, San Mateo, or Los Angeles counties in California and the federal laws of the United States of America in all questions and controversies arising out of this Agreement.

I. Force Majeure. Neither of us shall be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license); other event outside the reasonable control of the obligated party. We both will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than 30 days, either of us may cancel unperformed services upon written notice. This section does not excuse either party’s obligation to take reasonable steps to follow its normal disaster recovery procedures or your obligation to pay for the services.

J. Advertising and Publicity. VaultDrop shall not refer to you directly or indirectly in any advertisement, news release, or publication without prior written approval from you.

XVI. Your Data

In performing the services, VaultDrop will comply with the VaultDrop Services Privacy Policy, incorporated herein by reference. The VaultDrop Services Privacy Policy is subject to change at VaultDrop’s discretion; however, VaultDrop policy changes will not result in a material reduction in the level of protection provided for your data during the period for which fees for the services have been paid. VaultDrop reserves the right to provide the services from locations, and/or through use of subcontractors, worldwide.  VaultDrop’s Safe Harbor specifically includes VaultDrop’s performance of hosting services for customer provided personal information. You agree to provide any notices and obtain any consents related to your use of the services and VaultDrop’s provision of the services, including those related to the collection, use, processing, transfer and disclosure of personal information. You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and ownership of all of your data.

XVII. Restrictions on Use of the Services

You agree not to use or permit use of the services, including by uploading, emailing, posting, publishing or otherwise transmitting any material, for any purpose that may (a) menace or harass any person or cause damage or injury to any person or property, (b) involve the publication of any material that is false, defamatory, harassing or obscene, (c) violate privacy rights or promote bigotry, racism, hatred or harm, (d) constitute unsolicited bulk e-mail, “junk mail”, “spam” or chain letters; (e) constitute an infringement of intellectual property or other proprietary rights, or (f) otherwise violate applicable laws, ordinances or regulations. In addition to any other rights afforded to VaultDrop under the agreement, VaultDrop reserves the right to remove or disable access to any material that violates the foregoing restrictions. VaultDrop shall have no liability to you in the event that VaultDrop takes such action. You agree to defend and indemnify VaultDrop against any claim arising out of a violation of your obligations under this section.

XVIII. Services Tools

VaultDrop may use tools, scripts, software, and utilities (collectively, the “tools”) to monitor and administer the services and to help resolve any VaultDrop service requests. Data collected by the tools (excluding production data) may also be used to assist in managing VaultDrop’s product and service portfolio and for license management.

XIX. Statistical Information

VaultDrop may compile statistical information related to the performance of the services, and may make such information publicly available, provided that such information does not incorporate identifying data and/or identify confidential information. VaultDrop retains all intellectual property rights in such information.

XX. Third Party Web Sites, Content, Products and Services

The services may enable you to add links to Web sites and access to content, products and services of third parties, including users, advertisers, affiliates and sponsors of such third parties. VaultDrop is not responsible for any third party Web sites or third party content provided on or through the services and you bear all risks associated with the access and use of such Web sites and third party content, products and services.