Terms of Service
Last modified: January 10, 2013.
By using the KeepVault services (the “KeepVault Services”) provided by OkayPublish LLC doing business as KeepVault (“KeepVault”), you agree to be bound by these terms of service, any other guidelines, policies, rules or additional terms provided by KeepVault that are related to the KeepVault Services, as well any future changes to any of the foregoing that are made in accordance with Section 2 below (collectively, "Terms of Service").
These Terms of Service set out the terms with respect to your use the KeepVault Services. Please read these Terms of Service carefully. By using the KeepVault Services you are agreeing to these Terms of Service. If you are using the KeepVault Services on behalf of a business, that business agrees to be bound by these Terms of Service. If you are unwilling to abide by these Terms of Service, do not access or use the KeepVault Services.
To be eligible to use the KeepVault Services, you must be 18 years of age or the minimum legal age in your jurisdiction to form a binding contract (if that age is greater than 18 years of age). If you are under the age of 18 or under the applicable legal age in your jurisdiction, you may only use the KeepVault Services under the supervision of your parent or guardian and that parent or guardian must establish an account in his or her name and agree to these Terms of Service. If you do not qualify, do not use the KeepVault Services. By using the KeepVault Services, you represent and warrant that you have the right, authority, and capacity to agree to these Terms of Service and to abide by all of the terms and conditions set forth herein. [Your registration to use the KeepVault Service is void in any jurisdiction where the service is prohibited by applicable law, and the right to access the KeepVault Service is revoked in any such jurisdictions. The KeepVault website (“KeepVault Site”) and KeepVault Services are administered in the US and intended for US users; any use outside of the US is at the user's own risk and users are responsible for compliance with any local laws applicable to their use of the service or the website.]
Changes to the Terms of Service or the KeepVault Services.
These Terms of Service (including any related guidelines, policies, rules or additional terms provided by KeepVault), the KeepVault Site and the KeepVault Services may be changed by KeepVault at any time without prior notice, and such changes will be effective when KeepVault posts notice of the changes and/or implements the changes on the KeepVault Site. You agree to review the Terms of Service periodically so that you are aware of any changes. Your continued use of the KeepVault Services after any changes indicates your acceptance of the changed Terms of Service. Unless expressly stated otherwise by KeepVault, any new features, new services, enhancements or modifications to the KeepVault Services implemented after your initial access to the services will be subject to these Terms of Service.
Account Registration and Security.
In order to use or access the KeepVault Services, you must register with KeepVault on the KeepVault Site (or other web site made available by KeepVault) and establish an account under your name. You agree to provide KeepVault with accurate, complete, and updated account information and your failure to do so is a breach of these Terms of Service, which could result in termination of your account. You may not enter, select or use a false name or an email address owned or controlled by another person with the intent to impersonate that person. In addition, you may not use as a User ID any name that is subject to any rights of a person other than yourself unless you have appropriate authorization. KeepVault, in its sole and absolute discretion, has the right to refuse your registration or cancel your account once it is established. You are responsible for maintaining the confidentiality of your account details. Any information provided to you for your access to the KeepVault Service is for your personal use only. You agree to immediately notify KeepVault of any unauthorized use of your account.
Use of the Services.
Subject to your compliance with the Terms of Service, you may use the KeepVault Services for your own use or the use of the business you represent to backup and/or restore personal files that were created by or owned by you. You must follow any policies made available to you within the KeepVault Services or the KeepVault Site. You may use the KeepVault Services only as permitted by applicable law, including export and re- export laws and regulations. You are responsible for complying with all laws applicable to the content you store via the KeepVault Services.
Restrictions on Rights to Use.
You agree that you will not (and you agree not to allow any third party to):
- modify, adapt, translate, or reverse engineer any portion of the KeepVault Site and/or KeepVault Service;
- remove any copyright, trademark or other proprietary rights notices contained in or on the KeepVault Site and/or KeepVault Service or in or on any content or other material obtained via the KeepVault Site and/or KeepVault Service;
- reformat or frame any portion of the web pages that are part of the KeepVault Site and/or the KeepVault Service;
- create user accounts by automated means or under false or fraudulent pretenses;
- transmit any viruses, worms, defects, Trojan horses or other items of a destructive nature;
- use of the KeepVault Site or KeepVault Services to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material including those that are deemed threatening or obscene;
- use any device, software or routine that interferes with the proper working of the KeepVault Site and/or KeepVault Service, or otherwise attempt to interfere with the proper working of the KeepVault Site and/or KeepVault Service;
- take any action that imposes, or may impose in our sole discretion, an unreasonable or disproportionately large load on our IT infrastructure;
- use the KeepVault Site and/ or KeepVault Service, intentionally or unintentionally, to violate any applicable local, state, national or international law;
- use the KeepVault Services in any manner that could damage, disable, overburden or impair the KeepVault Services or interfere with any other user's use and enjoyment of the services;
- modify, reproduce, distribute, create derivative works of, publicly display or in any way exploit, any of the content, software, and/or materials available on the KeepVault Site, or KeepVault Services, in whole or in part; or
- copy or distribute any portion of the KeepVault Site and/or KeepVault Service for any purpose not authorized by KeepVault in writing.
Copyright Dispute Policy.
KeepVault has adopted the following general policy toward copyright infringement in accordance with the Digital Millennium Copyright Act or DMCA (posted at http://www.lcweb.loc.gov/copyright/legislation/dmca.pdf). The address of KeepVault's Designated Agent to Receive Notification of Claimed Infringement ("Designated Agent") is provided at the bottom of this section.
- KeepVault Policy.
It is KeepVault's policy to (i) block access to, or remove, material that it believes in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, Content providers, members or users; and (ii) remove and discontinue service to repeat offenders.
- Procedure to Supply a Counter-Notice to the Designated Agent.
If the Content provider, member or user believes that the material that was removed or to which access was disabled is either not infringing, or the Content provider, member or user believes that it has the right to post and use such material from the copyright owner, the copyright owner's agent, or pursuant to the law, the Content provider, member or user must send a counter-notice containing the following information to the Designated Agent listed below:
- A physical or electronic signature of the Content provider, member or user;
- Identification of the material that has been removed or to which access to has been disabled and the location at which the material appeared before it was removed or disabled;
- A statement that the Content provider, member or user has a good faith belief that the material was removed or disabled as a result of mistake or a misidentification of the material; and
- The Content provider's, member's or user's name, address, telephone number, and, if available, email address and a statement that such person or entity consents to the jurisdiction of the Federal Court for the judicial district in which the Content provider's, member's or user's address is located, or if the Content provider's, member's or user's address is located outside the United States, for any judicial district in which KeepVault is located, and that such person or entity will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by the Designated Agent, KeepVault may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed material or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the Content provider, member or user, the removed material may be replaced or access to it restored in 10 to 14 business days or more after receipt of the counter-notice, at KeepVault's discretion.
- Address for Designated Agent.
Please contact KeepVault 's Designated Agent to Receive Notification of Claimed Infringement at the following address:
Email to: email@example.com
Modification or Termination of Service.
KeepVault may add or remove functionalities or features of the KeepVault Service and/or the KeepVault Site at any time, and KeepVault may suspend or and KeepVault may suspend or stop the KeepVault Services and/or the KeepVault Site altogether.
You can stop using the KeepVault Services at any time. KeepVault may also stop providing the KeepVault Services to you at any time, or add or create new limits to the KeepVault Service at any time.
[If you stop using the KeepVault Services or if KeepVault terminates your account and right to use the KeepVault Service due to a violation of these Terms of Service, you will not be entitled to any refund of amounts paid by you.] [If KeepVault terminates your account and right to use the KeepVault Service for any other reason, you will be entitled to a refund of any amounts that you prepaid for KeepVault Services that are not used due to KeepVault's termiantion.]
[Upon termination of service for violation of any term listed herewith, users will receive a maximum refund equal to their original subscription price minus their upload/storage/download costs (priced at 20 cents per GB for upload/download and 20 cents per GB/month for storage) and minus a handling fee of $15. Any refund due will be paid within 8 weeks of cancellation. Termination for other reasons will result in a refund amount to be determined at the discretion of KeepVault]
You acknowledge that the KeepVault Service and any underlying technology or software used in connection with the KeepVault Services are owned by KeepVault and contain KeepVault's proprietary information. By establishing an account and agreeing to these Terms of Service you acquire only the right to use the KeepVault Services in accordance with these Terms of Service and KeepVault reserves all rights not expressly granted to you herein. Using the KeepVault Services does not give you ownership of any intellectual property rights in the KeepVault Services or any content you access. The KeepVault Site and KeepVault Service (including, but not limited to, text, photographs, graphics, video and audio content) are protected under the copyright laws of the United States and other countries. All individual articles, content and other elements comprising the KeepVault Site and KeepVault Service are also copyrighted works. Except for the content submitted by authorized users, the KeepVault Service and all aspects thereof, including all copyrights, trademarks, and other intellectual property or proprietary rights therein, is owned by KeepVault or its licensors.
Use of the KeepVault Services requires KeepVault software that you can download from the KeepVault Site or that may be pre-loaded on hardware that you acquire. Your right to install, access, copy and use the required software is subject to the End-User License Agreement for KeepVault Software that is embedded in the software. It is also posted at www.KeepVault.com and is made available as part of the registration process when you establish an account for KeepVault Services. By installing, accessing, copying or using the required software you are agreeing to all of the terms and conditions of the applicable End-User License Agreement for KeepVault Software. The software may only be used by you in connection with your access and use of the KeepVault Services.
Links to Third Party Web Sites
KeepVault may provide you with links and access to partner and third-party sites and services on the KeepVault Site and/or as part of the KeepVault Services. To the extent it does so, KeepVault provides these links and access to partner and third-party sites and services to you only as a convenience, and the inclusion of any link or access on the KeepVault Site or in the KeepVault Services does not imply an endorsement by KeepVault of the partner or third-party site or service. KeepVault is not responsible and disclaims any liability for the contents of any third party sites or services, any links contained in partner or third-party sites or services, or any changes or updates to any partner or third-party sites or services.
THE KEEPVAULT SITE AND KEEPVAULT SERVICES ARE PROVIDED BY KEEPVAULT ON AN "AS IS" BASIS. KEEPVAULT AND ITS LICENSORS AND SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO THE OPERATION OF THE KEEPVAULT SITE, KEEPVAULT SERVICES OR SOFTWARE OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THE KEEPVAULT SITE OR USED IN ASSOCIATION WITH THE KEEPVAULT SERVICES. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, KEEPVAULT AND ITS LICENSORS AND SUPPLIERS DISCLAIM ALL WARRANTIES, EXPRESS, STATUTORY, OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. KEEPVAULT AND ITS LICENSORS AND SUPPLIERS FURTHER DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE INFORMATION, TEXT, GRAPHICS, LINKS OR OTHER ITEMS CONTAINED WITHIN THE KEEPVAULT SITE. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. KEEPVAULT does not warrant or covenant that the KeepVault Service will be available at any time or from any particular location, will be secure or error-free, that defects will be corrected, or that the KeepVault Service is free of viruses or other potentially harmful components. NO INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY ANY USER FROM KEEPVAULT, THE KEEPVAULT SITE OR THROUGH OR FROM THE KEEPVAULT SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
Limitation on Liability.
KeepVault shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond KeepVault's reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including "line-noise" interference). WITHOUT LIMITING THE FOREGOING, KEEPVAULT AND ITS LICENSORS AND SUPPLIERS WILL NOT BE LIABLE, UNDER ANY THEORY OF LAW, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, BUSINESS INTERRUPTION, AND/OR LOSS OF INFORMATION OR DATA. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE MAXIMUM AGGREGATE LIABILITY OF KEEPVAULT AND ITS LICENSORS AND SUPPLIERS TO YOU FOR ANY CAUSES WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION, WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (i) THE AMOUNT PAID, IF ANY, BY YOU TO KEEPVAULT FOR THE KEEPVAULT SERVICES IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY OR (ii) $100. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE YOUR RIGHTS WITH RESPECT TO CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
You agree to indemnify and hold KeepVault, and its subsidiaries, affiliates, and tier respective directors, officers and employees, harmless from and against any and all losses, damages and costs (including attorneys' fees), a any claim or demand made by any third party that relates to or arises out of (i) your access to the KeepVault Site, (ii) your use of the KeepVault Services, (iii) the violation of these Terms of Service by you, or (iv) the infringement by you, or any third party using your account or User ID or password, of any intellectual property rights or other right of any person or entity.
If there is any dispute arising out of, related to, or otherwise involving the KeepVault Site and/or the KeepVault Service, by using the KeepVault Site and/or the KeepVault Services, you agree that the dispute will be governed by the laws of the State of Michigan without regard to its conflict of law provisions. You agree to personal jurisdiction by and venue in the state courts of the State of Michigan for the County of Oakland, or the United States District Courts located in the Eastern District of Michigan, if such court has subject matter jurisdiction. No agency, partnership, joint venture, or employment is created as a result of these Terms of Service and you do not have any authority of any kind to bind KeepVault in any respect whatsoever.
KeepVault may provide you with notices, including those regarding changes to the Terms of Service by email, regular mail or postings on the KeepVault Site. These Terms of Service (including any related guidelines, policies, rules or additional terms provided by KeepVault), accepted upon use of the KeepVault Site, contain the entire agreement between you and KeepVault and you regarding the use of the KeepVault Site and/or the KeepVault Service. The failure of KeepVault to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms of Service is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms of Service shall otherwise remain in full force and effect and enforceable. These Terms of Service are not assignable, transferable or sub-licensable by you. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect.
Contact and Violations.
Please contact us with any questions regarding these Terms of Service. Please report any violations of the Terms of Service to: firstname.lastname@example.org
KEEPVAULT is a registered trademark of OkayPublish LLC.