End User license Agreement

 

Important, please read carefully. This is a license Agreement

This software product is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. This software product is licensed, not sold.

This end User license Agreement (“EULA”) is a legal Agreement between User (the “User”) (either an individual or a single entity) and Caravel Advisory GmbH, Switzerland (“BackupCircle”/“we”/”us”/“our) or www.BackupCircle.com, app.BackupCircle.com with regard to the copyrighted software as used herein “Software” refers to any software incorporated in the Service. Referred to as “Service” or “software”) provided with this EULA.

This Agreement governs any free trial periods for BackupCircle services and any usage thereafter by users, whether paid or not. Notwithstanding anything to the contrary contained in this Agreement, during any trial period, the services are provided “as is” with no warranty.

The Service

BackupCircle and our saas application integration platform, the “Service” subject to User compliance with all the terms, conditions, and notices contained or referenced herein (the “Terms of Service” or the “Agreement”).

Review these terms of Service (“Agreement”) thoroughly. If User do not agree to this Agreement, then User may not use the Service .

If User are entering into this Agreement on behalf of a company or other legal entity, User represent that User have the authority to bind such entity and its affiliates to these terms and conditions. If User do not have such authority, or if User do not agree with these terms and conditions, User must not accept this Agreement and may not use the services.

In addition, when using the Service, User shall be subject to any posted guidelines or rules applicable to the Service that may contain terms and conditions in addition to those in the terms of Service. By using the Service or accessing the sites, User agrees to the terms of Service and the privacy policy, available at www.BackupCircle/privacy_policy. If User do not agree, do not use the Service.

Our Service may integrate with other services on a number of platforms provided by third parties. Please be aware that User activities on each of these platforms may be subject to additional terms of Service for that particular platform.

BackupCircle reserves the right to update and change the terms of Service as may be required from time to time without notice. New features or functionality that are released in addition to the existing Service, shall be subject to the terms of Service. Continued use of the Service after any such changes shall constitute User consent to such changes. The most current version of the terms of Service may be viewed here at any time and should be consulted regularly.

The Service can be accessed from app.BackupCircle.com, which will permit the storage, processing, retrieval, and transmission of transaction data submitted by User (the “User data”) pursuant to the terms of this Agreement.

User is responsible for its own compliance with this Agreement, including without limitation the compliance of its employees, officers, agents, and any third party that User invites to participate in the Service.

Interruption of Service.

BackupCircle will not be liable for any damages arising out of or related to interruption of, or defects in transmission of, the Service, including without limitation interruptions or defects due to inability to access the internet or any part thereof, equipment modifications, upgrades, relocations, or repairs or caused by acts of god, fire, water, riots, acts of government

No reduction of payments will be made in the case of temporary interruption of or defects in transmission of the Service.

Privacy

We are very serious about the privacy of information User provide. Our privacy policy, available at www.BackupCircle.com/privacy_policy applies to the use of the Service and its terms are made a part of the terms of Service by this reference. Please read the privacy statement posted on this website before using this Service.

User understand that by using the Service User consent to the collection, use and disclosure of User personal information and aggregate data is governed by our privacy policy at www.BackupCircle.com/privacy_policy, and to have User personal information collected, used, transferred to and processed in the united states and Switzerland. We cannot guarantee that unauthorized third parties will never be able to defeat our security measures. User acknowledge that User provide User information at User own risk.

Registration

Certain features offered on or through the Service may require User to open an account (including a username, password, and payment information). BackupCircle accounts will give User access to the Service and functionality.

User are responsible for taking all steps to ensure that no unauthorized person shall have access to User account or password. When creating User account, User must provide accurate and complete information. It is User sole responsibility to: (i) control the dissemination and use of User account and password; and (ii) promptly inform us of any need to deactivate an account or password. We are not liable for any harm related to the theft of passwords, or User disclosure of passwords. User shall immediately notify us of any unauthorized use of User account or password or any breach of confidentiality. User are solely responsible for any damage resulting from the use of User account and username.

User may control User account and how User interact with the Service by changing User settings. By providing us with User email address, User consent to our using the email address to send User Service-related notices, including any notices required by law, in lieu of communication by postal mail.

By registering for the Service, User represents and warrants that: (i) User is at least eighteen (18) years of age and a legal entity authorized to conduct the lawful business it operates; (ii) User is eligible to register and use the services and has the right, power, and legal authority to enter into and perform under this Agreement; and (iii) the name identified by User when User registered is User’s name or business name under which User sells goods or services. (iv)User agrees to these terms of Service and all other operating rules, policies and procedures that may be published from time to time through the services by BackupCircle.com, each of which is incorporated by reference and each of which may be updated from time to time without notice to User.

Termination.

This Agreement may be terminated by either party at any time by following the cancellation procedure provided by the “Service”. Further, BackupCircle reserves the right to terminate this Agreement at any time in its sole discretion.

BackupCircle may deny or may temporarily suspend User access to all or part of the Service without notice if BackupCircle believes, in its sole discretion, that User may have violated any of the terms of this Agreement.

Upon termination of this Agreement, BackupCircle will store and retain User data for any period that may be necessary under the terms of this Agreement and may, in its discretion, store and retain such data for any longer period as may be allowed by applicable law. Upon termination of User use of the Service, User continue to be bound by this Agreement. BackupCircle will not willingly disclose the data to any third-party unless authorized by User, or as may be permitted by this Agreement.

Fees, payments, refunds, upgrading and downgrading

Users of the Service may be required to provide their credit card details to the payment Service provider retained by company (the “psp”). Users will be responsible for paying agreed-upon fees for the Service. Users of the Service will be liable for any taxes required to be paid on the Service provided under the Agreement (other than taxes on the company’s income).

All paid plans must enter a valid payment account. Free trial accounts are not required to provide payment account information. An upgrade from the free plan to any paying plan will trigger a payment.

The Service is billed in advance on a monthly basis and is non-refundable. There will be no refunds or credits for partial months of Service, upgrade/downgrade refunds, or refunds for months unused with an open account. In order to treat everyone equally, no exceptions will be made.

Use of the Service will result in fees as set forth on BackupCircle.com. The Service fees and charges may be changed by BackupCircle from time to time by sending customer notification, in electronic, paper or any other form, or by posting an updated fee schedule on BackupCircle.com thirty (30) days prior to changes. Customer agrees that BackupCircle will charge said fees and charges directly to customer’s credit card.

(d) User must provide current, complete and accurate payment information. User must promptly update all payment information to keep customer’s account current, complete and accurate, and User must promptly notify BackupCircle.com if User payment method is cancelled (including if User lose card or it is stolen), or if User becomes aware of a potential breach of security (such as an unauthorized disclosure

Renewal rates; pricing increases. The price for the same level of access to the Service during a billing period will be the same as the price for such level of access to such Service during the immediately prior term. BackupCircle reserves the right to change and/or modify the fees invoiced to User upon written notice to User at least 30 days prior to the end of the then-current term, and such change shall not take effect until the beginning of the next term. User may elect not to renew the services upon receiving notice of such fee increase. For clarity, increases in functionality, features, access levels, clients, users, or any other aspect of a Service initiated or purchased by User may lead to increased fees not subject to the notification requirements set forth in this section.

Content responsability

Except for User content, the Service itself, all content and other subject matter included on or within the Service, and all intellectual property rights in or related to the Service or any such content or other subject matter (“BackupCircle content”) are the property of BackupCircle. Except as expressly provided in these terms, User agree not to use, modify, reproduce, distribute, sell, license, or otherwise exploit the BackupCircle content without our permission.

We are not responsible for and do not necessarily hold the opinions expressed by our users. Content created by users or third parties is the sole responsibility of such users or third parties and its accuracy and completeness are not endorsed or guaranteed. User acknowledge that by providing User with the ability to view and post content through our Service, BackupCircle is not undertaking any obligation or liability relating to the content. BackupCircle and its affiliates, employees, agents, directors, officers and stockholders do not undertake or assume any duty to monitor our site for inappropriate or unlawful content. BackupCircle and its affiliates, employees, agents, directors, officers and stockholders assume no responsibility or liability which may arise from the content thereof, including, but not limited to, claims for defamation, libel, slander, infringement, invasion of privacy and publicity rights, obscenity, pornography, profanity, fraud, or misrepresentation. Notwithstanding the foregoing, BackupCircle reserves the right to block or remove communications, postings or materials at any time in our sole discretion.

BackupCircle takes no responsibility and assumes no liability for any User content that any User or third party posts or sends over the Service. BackupCircle assumes no liability for User interactions with other users, or for any User’s action or inaction.

User agree that any User content that User uploads does not and will not violate any law or infringe any rights of any third party, including without limitation any intellectual property rights, publicity rights or rights of privacy. Whereas, we reserve the right, but are not obligated, to reject and/or remove any User content that we believe, in our sole discretion, violates the Agreement.

License

Upon User registration for use of the Service byBackupCircle, we grant to User a nonexclusive, nontransferable, non-sublicensable right and license to access and use the Service, solely in connection with User’s business. User’s access and use of the Service shall comply with all other conditions set in all documentation, help information, and other documentation regarding the services, in each case that is provided or made available by BackupCircle to User in electronic or other form.

Grant of license

The software product is licensed, not sold. User acknowledge that no title to the intellectual property in the software is transferred to User. User further acknowledge that BackupCircle and/or its suppliers own title and full ownership rights to the software. User agree to refrain from any action that would diminish such rights or would call them into question. All title and copyrights in and to the Service, including any copies of the software are owned by BackupCircle or its suppliers.

User may not, and may not permit, assist, or allow others to, reverse engineer, decompile, disassemble, re-engineer, or otherwise discover, recreate, or attempt to discover or recreate the software or its source code. User may not modify or attempt to modify the software or sublicense or charge others to use or access the software or the Service. User may not use the software or the Service in any way not expressly authorized by this Agreement.

Disclaimer of representations, warranties and conditions.

BackupCircle provides the Service and corresponding license on an “as is” basis without any warranty of any kind. BackupCircle disclaims any warranties and liability to licensee, any other party or person for any consequential, incidental, indirect, special, punitive and/or exemplary damages including, without limitation, damages for lost profits, business interruption, loss of business information, arising out of or related to this Agreement. All such express or implied, including without limitation, warranties of merchantability, fitness for a particular purpose, accuracy, completeness, currentness, freedom from interruption, viruses or other defect, and non-infringement are hereby disclaimed.

The above disclaimer applies to the maximum extent permitted by applicable law for any (i) errors, mistakes, or inaccuracies of content; (ii) personal injury or property damage, of any nature whatsoever, resulting from User access to or use of our Service; (iii) any unauthorized access to or use of our secure servers and/or any and all personal information stored therein; (iv) any interruption or cessation of transmission to or from the Service; (v) any bugs, viruses, trojan horses, or the like that may be transmitted to or through our Service by any third party; (vi) any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the Service; and/or (vii) User content or the defamatory, offensive, or illegal conduct of any third party.

User sole remedy against us for dissatisfaction with the Service or any content is to stop using the Service or any such content. In no event shall we or our subsidiaries, officers, directors, employees, agents, licensors or content providers (our “affiliates”) be liable for any damages, including, without limitation, indirect, consequential, special, incidental or punitive damages, resulting from the use or inability to use the Service or the content, whether based on warranty, contract, tort, or any other legal theory, and whether or not we or our affiliates are advised on the possibility of such damages; and be it further, BackupCircle and its affiliates, agents, directors, employees, suppliers, or licensors shall not be liable to User for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding one dollar.

Limitation of liability

This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if BackupCircle has been advised of the possibility of such damage. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.

In no event shall BackupCircle, Service parties or our respective officers, directors, employees, agents, partners, content providers, and suppliers be liable concerning the subject matter of these terms of Service, regardless of the form of any claim or action (whether in contract, negligence, strict liability or otherwise), for any (a) loss or inaccuracy of data, loss or interruption of use, work stoppage, or cost of procuring substitute technology, goods or services, (b) indirect, punitive, incidental, reliance, special, exemplary or consequential damages including, but not limited to, loss of business, sales, revenues, profits and goodwill, even if advised of the possibility of such damages, or (c) damages, in the aggregate, in excess of the amount of one dollar paid to it hereunder. These limitations are independent from all other provisions of these terms of Service and shall apply notwithstanding the failure of any remedy provided herein.

Indemnification.

User agrees to indemnify and hold harmless BackupCircle, Service parties and our respective officers, directors, employees, agents, partners, content providers, and suppliers against any claims, losses, liabilities, costs and expenses incurred in connection with (a) any actual or alleged breach of this Agreement or any of User’s representations and warranties, (b) User’s unauthorized use of the services or other BackupCircle’s properties, and (c) User’s use of the results, including any modifications thereto or any combination of the results with any other data or information, and (d) any actual or alleged violation by User or the rights of any third-party (including intellectual property rights or any rights of privacy or publicity).

User data

User hereby grants to BackupCircle a nonexclusive, perpetual, irrevocable, worldwide, sublicensable and royalty-free right and license to access, process, copy, display, and use all information, data and other content provided by User in connection with its authorized use of the services (“User data”), including all data regarding User’s customers (“customers”), that is used or processed by the services, which may include the aggregation of such data in an anonymized manner for benchmarking and other purposes (while at all time protecting the confidentiality of such data in accordance with section confidentiality). User acknowledges that any use of User data may involve transmissions over various networks and changes to conform and adapt to the technical requirements of those networks. User authorizes the aforementioned transmissions and changes. In all instances, BackupCircle will not identify User as the source of any User data, unless BackupCircle has obtained such User’s consent or if identification is required by applicable law, rule, regulation or judicial process. User agrees that (a) the services depend on the availability of the User data and (b) BackupCircle will not assume any responsibility for, or undertake to verify, the accuracy or completeness of the User data. User acknowledges that by using the Service, User may be exposed to User data that is offensive, indecent, or objectionable. User shall be responsible for ensuring that the provision of User data conforms to User’s privacy policies (including any applicable third-party privacy policies to which customer or customer’s data has been associated with in conjunction User’s relationship with customer) and all applicable laws, rules and regulations.

Proprietary rights

Reports and User data are subject to the license grant herein; User shall own all right, title and interest (including all intellectual property and other proprietary rights) in and to its User data. Notwithstanding the foregoing, BackupCircle shall own all rights, title, and interest in and to any materials, products, or services created by or on behalf of BackupCircle in any form containing or derived from the User data (or any part thereof), and User shall have no ownership, authorship, or moral rights therein.

Confidentiality. “confidential information”

Each party agrees to maintain the confidentiality of the other party’s confidential information as defined herein.  “confidential information” means all information concerning a party’s business not generally known to the public, whether or not marked as confidential.

Confidential information shall not include, even if it is marked as such, information that: (i) is already known to the receiving party at the time of disclosure, which knowledge the receiving party shall have the burden of proving; (ii) is, or, through no act or failure to act of the receiving party, becomes publicly known; (iii) is readily observable and / or duplicable by the public; (iv) is legally received by receiving party from a third party without restriction on disclosure; (v) is independently developed by receiving party without reference to the confidential information of the disclosing party; or (vi) is approved for release by written authorization of the disclosing party.  In maintaining the confidentiality of the other party’s confidential information, each party shall use at least the same standard that party uses for its own confidential information of similar type, and shall take necessary precautions not to disclose such information to any person except its representatives, who have a need to know in order to comply with the obligations of this Agreement.  Each party’s representatives shall be bound by these terms of Service or a similar written Agreement with terms no less protective of either party’s confidential information than this Agreement.  Each party acknowledges that any actual or threatened violation of these terms of Service may cause irreparable, non-monetary injury to the disclosing party, the extent of which may be difficult to ascertain, and therefore agrees that the disclosing party shall be entitled to seek injunctive relief in addition to all other remedies available at law and/or in equity.  Nothing in these terms of Service shall prohibit BackupCircle from disseminating aggregated information that contains no identifiable User confidential information.

Security, privacy, and access.

BackupCircle uses commercially reasonable physical, managerial, and technical safeguards to preserve the integrity and security of User personal information and implement User privacy settings. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use User personal information for improper purposes. User acknowledge that User provide User personal information at User own risk.

In case of any unauthorized access to or use of User data or passwords, each party will promptly notify the other and use reasonable efforts to take remedial measures.

Whereas, BackupCircle shall not be liable for any damages (direct, incidental or consequential of any kind) incurred by User arising out of or related to use of the Service, including without limitation in connection with any unauthorized access to or disclosure of customer data, resulting from the actions of User, any third party, or from the failure of electronic or other security measures.

User acknowledges and agrees that BackupCircle may transfer User data to any successor in interest of BackupCircle under this Agreement.

User shall not to use the Service to transmit or store any data that may be considered obscene or pornographic, that contains defamatory material, or that violates federal, state, or local law.

BackupCircle has no obligation to monitor the Service. BackupCircle has the right to monitor the Service and to disclose any information arising out of it, including without limitation User data, as necessary to satisfy any law, regulation, or demand of government or of internal auditors or to protect BackupCircle or its customers. BackupCircle may remove or refuse to post any materials that it finds, at its sole discretion, to be offensive, undesirable, in violation of this Agreement, or otherwise unacceptable. However, BackupCircle has no obligation to remove any such materials.

Feedback

We value hearing from our users and are always looking for new ways to improve our Service. User may choose to or we may invite User to submit comments, ideas or feedback about the Service, including without limitation about how to improve the Service or our products (“feedback”). By providing User feedback, User agree that User disclosure is gratuitous, unsolicited and without restriction and will not place BackupCircle under any fiduciary or other obligation, and that we are free to use the feedback without any additional compensation to User, and/or to disclose the feedback on a non-confidential basis or otherwise to anyone. By acceptance of User submission, BackupCircle does not waive any rights to use similar or related feedback previously known to BackupCircle, or developed by its employees, or obtained from sources other than User.

Miscellaneous.

(a) entire Agreement Amendment. This Agreement constitutes the entire Agreement between BackupCircle and User regarding the subject matter hereof and expressly supersedes any prior or contemporaneous written or oral agreements between the parties regarding the subject matter hereof, including without limitation any offer, purchase order, or other similar instrument in writing. This Agreement may be amended, modified or supplemented only in a writing duly executed by an authorized representative of each of User and BackupCircle.

(b) severability. In the event that any provision of this Agreement is held to be unenforceable by a court of competent jurisdiction, such provision will be construed as nearly as possible to reflect it original intent and the remainder of this Agreement will remain in full force and effect.

(c) assignment. User’s rights in this Agreement are personal and are not assignable. BackupCircle may assign its rights and obligations under this Agreement to third parties.

(d) governing law and jurisdiction. This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of Switzerland, without regard to the conflicts of laws provisions thereof.

(e) dispute resolution; equitable relief.  The parties agree that, in the event of a dispute or alleged breach, they shall first work together in good faith to resolve the matter internally through negotiations and, if necessary, by escalating it to higher levels of management.  The foregoing shall not apply to, and shall not prevent a party from seeking immediate relief in the event of, disputes involving the confidentiality or data protection provisions of this Agreement or infringement of intellectual property rights (in which case either party shall be free to seek available remedies in a court of competent jurisdiction in accordance with the governing law section of this Agreement).

(f) communication. It is understood that the Service uses email to communicate with User. These notices are sent on User behalf as part of the Service.

(g) contact. Please contact us by email at [email protected] or by opening a ticket on app.BackupCircle.com with any questions regarding this Agreement.

 

Last Edited on 2017-06-29

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BackupCircle  is an initiative by Caravel Advisory GmbH, CH ©2017 BackupCircle. All Rights Reserved.

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