Service Agreements

Below please find service agreements for our products. Please note some of our products have different agreements from the master service agreement listed first on this page.


SpiderOak ONE Service Agreement

NOTE: This document represents an exact copy of the SERVICE AGREEMENT as it appears when you download the SpiderOak application. It is posted here as a reference and/or for your review prior to accepting the terms of the SERVICE AGREEMENT.

This Services Agreement ("Agreement") governs the provision by SpiderOak, Inc. ("SpiderOak") and the access and use by you, its customer ("you" or "Customer") of SpiderOak's data storage services ("Services"). BY CLICKING ON "I ACCEPT" BELOW OR OTHERWISE, YOU ACKNOWLEDGE HAVING REVIEWED AND ACCEPTED THE FOLLOWING TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS, YOU SHOULD NOT BEGIN USE OF YOUR ACCOUNT OR SPIDEROAK'S SERVICES, AND YOU SHOULD IMMEDIATELY NOTIFY SPIDEROAK.

Services

You will be required to download the SpiderOak software onto your computer and select the data you wish to backup ("Selected Data"); thereafter, the SpiderOak software will automatically backup any revisions or modifications that you make to the Selected Data given the application is running. Once the Selected Data is backed up you will be able to access and share your personal Selected Data as discussed more fully below. Additionally, you may add any number of computers to your SpiderOak Network providing a secure central location to store all of your data.

SpiderOak offers two levels of Services:

(i) SpiderOak Free and (ii) SpiderOak Plus. The SpiderOak Free service provides customers with a limited amount of storage space as specified at https://spideroak.com/solutions/spideroakone. You may upgrade to the SpiderOak Plus service which provides Customers with an increased amount of storage space for a monthly fee at the rate currently listed on the SpiderOak website https://spideroak.com/solutions/spideroakone. The Selected Data is stored redundantly; however, in rare instances you may not be able to gain access to your Selected Data during scheduled maintenance or other force majeure occurrences.

Data Protection and Encryption.

SpiderOak understands the critical importance of security and privacy and has taken extraordinary measures to protect your Selected Data. When you register for the Services you will choose a personal login ("Username") and private encrypted password ("Password") Your Username and Password are required to access your Selected in a readable format. Further, to ensure complete privacy and security, your Password is NEVER stored or known by SpiderOak. Thus, it is extremely important to remember your Password as SpiderOak will not be able to reset your Password or provide access to your Selected Data should you forget it. You may change your password at any time by opening the 'ACCOUNT' page in the application. Upon registration, you will also be prompted to create an optional password hint ("Password Hint"). The Password Hint is designed to provide you with enough information to recall your password should you forget it. SpiderOak will store the Password Hint encrypted and only provide it back to the e-mail address entered on your account at the time of registration. You can retrieve your Password Hint anytime on the SpiderOak website by clicking on the link "FORGOT YOUR PASSWORD?".

Sharing of Selected Data.

As part of the functionality of our Services, you will be able to share your Selected Data with others ("Sharing Function") subject to the terms of this Agreement. Notwithstanding the foregoing, you agree and understand that the Sharing Function is meant for your personal use only and is not intended for widespread dissemination of your Selected Data. SpiderOak reserves the right to monitor general system usage and performance to identify excessive use of the Sharing Function. The Sharing Function may be deemed excessive if the network traffic greatly exceeds the average usage of the services by customers generally. This safeguard is in place to protect against egregious use of SpiderOak ShareRooms as massive content distribution channels.

Terms of Service.

You agree that SpiderOak reserves the right in its sole discretion to establish general operating practices and procedures to maximize the operation and availability of the Services for the greatest benefit of its customers.

If, in using the SpiderOak Free service you are deemed to have violated the policies set forth in this Agreement, SpiderOak reserves the right to freeze, cancel and/or purge your account with or without notice. By registering for the SpiderOak Free Service, you acknowledge and agree that your Selected Data may not be available at certain intervals in order for SpiderOak to perform performance maintenance on its servers, or other reasons beyond the control of SpiderOak.

You may at any point upgrade to the SpiderOak Plus Service. If, in using the SpiderOak Plus service you are deemed to have violated the policies set forth above in this Agreement, SpiderOak reserves the right to freeze your account immediately, and shall provide you with written notice via email of your violation so that you may respond to such determination within thirty (30) days. If no response is received by SpiderOak within thirty (30) days of sending you notice of the violation, SpiderOak reserves the right to cancel your membership. Upon deciding to cancel your membership pursuant to this Section, SpiderOak shall provide you with written notice via email of such cancellation and shall continue to store your Selected Data for a period of sixty (60) days from the date notice of cancellation is sent, after which time your Selected Data shall be purged from the system.

Registration.

In order to access the Service, you must complete the registration process and obtain your personal Email/Username and Password. In connection with your registration, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the registration form; and (b) maintain and promptly update such information to keep it true, accurate, current and complete. In addition, you may only register for one SpiderOak Free account. If you provide any information that is untrue, inaccurate, not current or incomplete, or if you register for more than one SpiderOak Free account, SpiderOak has the right to suspend or terminate your account and refuse any and all current and future use of the Services. In addition, SpiderOak reserves the right to deny registration to any customer it deems inappropriate to use the Services. You may not register for the Service if you are under 14 years of age. By registering for the Services, you represent to SpiderOak that you are 14 years of age or older, and hereby agree to be legally bound by this Agreement (or, if you are under the age of majority in your state (usually 18), you represent that your parent or legal guardian is hereby agreeing on your behalf to be legally bound by this Agreement).

You are solely responsible for maintaining the strict confidentiality of your Email/Username and Password and for any charges, costs, expenses, damages, liabilities and losses, you or SpiderOak may suffer as a result of your failure to do so. Furthermore, you are entirely responsible for any and all activities that occur under your Email/Username and Password, including any charges for additional storage space, etc., or other charges associated with your account, and for ensuring that use of your account complies fully with this Agreement. You agree to immediately notify SpiderOak of any unauthorized use of your account or any other breach of security. You may not use anyone else's account, at any time, without the permission of the account holder.

Payment; Renewal Notices.

To the extent applicable, all payments shall be made in US dollars by credit card and are non-refundable. Payments are due upon account activation and future renewal dates. Services will not be activated until payment is received. Service for any renewal period will not be provided unless and until SpiderOak has received payment for such renewal period. Renewal payments shall be automatically charged to your credit card and your account shall automatically renew unless you provide SpiderOak with notice of termination pursuant to the terms set forth below. Notwithstanding the foregoing, should payment in full of any amount owed to SpiderOak under this Agreement not be received by SpiderOak within thirty (30) days after such payment has become due, such amounts will thereafter bear interest at the rate of 1.5% per month, or the maximum rate permitted by applicable law, whichever is less. If any payment due SpiderOak is collected at law or through an attorney at law or under advice therefrom or through a collection agency, you agree to pay all costs of collection, including, without limitation, all court costs and reasonable attorneys' fees. Access and use of SpiderOak Free is provided, in part, to allow you an opportunity to use the Service on a trial basis before signing up for SpiderOak Plus and making payment. Accordingly, SpiderOak will not make any refunds of any payments made by you. If you are concerned about whether you will like the Service, please use SpiderOak Free to confirm your satisfaction prior to signing up for SpiderOak Plus.

Non-Transferable Membership.

SpiderOak grants you a personal, non-exclusive, non-transferable license to use the Services solely for your own internal purposes. Any software provided to you as part of the Services shall be subject to a separate end user agreement. All rights not expressly granted by SpiderOak to you are hereby retained by SpiderOak.

Your Responsibilities.

You may use the Services only for lawful purposes and solely in accordance with this Agreement and any other specific terms of use, rules or policies, as may be provided by SpiderOak from time to time, that may be applicable to any particular portion of the Services. You may not store, transmit or share through the Services any material, or otherwise engage in any conduct that:

  1. violates or infringes the rights of others, including without limitation patent, trademark, trade secret, copyright, publicity or other proprietary rights;
  2. involves uploading, posting, emailing, transmitting or otherwise making available Selected Data that you do not have the right to make available under any law or under contractual or fiduciary relationships (such as insider information, proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements, etc.);
  3. is unlawful, threatening, abusive, hateful, defamatory, slanderous, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, indecent or obscene;
  4. victimizes, harasses, "stalks," degrades, attacks or intimidates an individual or group of individuals on any basis, including but not limited to religion, gender, sexual orientation, race, ethnicity, age or disability;
  5. harms minors in any way;
  6. impersonates any person, business or entity (including but not limited to a SpiderOak official), or in any way falsely states or misrepresents your affiliation with a person or entity;
  7. involves forging headers or otherwise manipulating identifiers in order to disguise the origin of any Selected Data transmitted or shared through the Services;
  8. contains viruses or any other computer code, files or programs that interrupt, impair, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, or otherwise permit the unauthorized use of a computer or computer network;
  9. disrupts other customers' use of the Services;
  10. instigates or encourages others to commit illegal activities or cause injury to any person or property damage;
  11. encourages conduct that would constitute a criminal offense or that gives rise to civil liability;
  12. violates this Agreement or any other terms of use, rules or policies applicable to the Services.

You may not use the Services in any manner that could damage, disable, disrupt, overburden, impair or otherwise interfere with the Services or any servers or networks that you may interact with through your use of the Services, or otherwise interferes with the use or enjoyment of the Services by others. You may not attempt to gain unauthorized access to the Services, other user accounts or any computer systems or networks that are connected to the Services through hacking, password mining or any other means. You may not intentionally compromise the security of your account by publicly disclosing you email/username and/or password. SpiderOak may pursue any legal and/or technical remedies to prevent the violation of this provision and to enforce this Agreement.

No Spam.

You are prohibited from using the Services for chain letters, junk mail, spamming, or unauthorized commercial activities of any kind. You may not harvest information about other customers for the purpose of sending, or to facilitate the sending, of unsolicited bulk communications. SpiderOak reserves the right to terminate your access to or use of the Services immediately and take any other legal action if you, or anyone using your account, violates these provisions. In the event SpiderOak terminates your access to or use of the Services, SpiderOak shall follow the procedures set forth in the Terms of Service above, with regard to purging any of your Selected Data being stored by SpiderOak. SpiderOak may pursue any technical and legal remedies to prevent unsolicited bulk communications from entering, utilizing, or remaining within its systems or communications networks.

SpiderOak Intellectual Property.

SpiderOak grants you a non-exclusive, non-transferable license, exercisable solely during the term of this Agreement, to use applicable SpiderOak technology solely for the purpose of accessing and using the Services. You shall have no right to use the SpiderOak technology for any purpose other than accessing and using the Services. Except for the rights expressly granted above, this Agreement does not transfer from SpiderOak to you any SpiderOak technology, and all rights, titles and interests in and to any SpiderOak technology shall remain solely with SpiderOak. You shall not, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to derive source code or other trade secrets from any of the SpiderOak technology if such reverse engineering, decompilation, or disassembly is intended to create, or will be used in, a competitive product.

You acknowledge and agree that SpiderOak's trademarks, tradenames, service marks, logos, other names and marks, and related product and service names, design marks and slogans are the sole and exclusive property of SpiderOak. You are not authorized to and shall not use any of the foregoing in any advertising, publicity or in any other commercial manner without the prior written consent of SpiderOak.

Third Party Content or Selected Data.

You acknowledge that SpiderOak does not represent or endorse the accuracy or reliability of any content, advice, opinion, statement, suggestion or other information offered by third parties or other Customers that is shared or distributed through the Services. Any advice, opinions, statements, suggestions, services, offers or other information or content presented or disseminated by third parties via the Services are those of their respective authors who are solely liable for their content. Your reliance upon any such advice, opinion, statement, suggestion or information shall be at your sole risk.

Term and Termination.

The rights and obligations of the parties under these terms and conditions will commence on the date of your order and will continue until terminated pursuant to the terms of this Agreement. In order to terminate the Services, you must either email SpiderOak at terminate@spideroak.com of your intention to terminate or open the ACCOUNT page within the SpiderOak application and cancel your subscription to the Services through the termination mechanism. Upon receipt of your intention to terminate, SpiderOak shall suspend your account and keep your Selected Data for a period of thirty (30) days, after which point SpiderOak shall purge your Selected Data from its servers.

Indemnification.

You agree to indemnify, defend and hold harmless SpiderOak, its affiliates and their respective directors, officers, employees and agents, licensors, representatives from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from your use of the Services or any violation of this Agreement by you, including but not limited to any breach or alleged breach of any of your representations, warranties or undertakings hereunder. SpiderOak reserves the right to assume, at its sole expense, the exclusive defense and control of any matter subject to indemnification by you, in which event you will fully cooperate with SpiderOak in asserting any available defenses.

Warranties, Disclaimers and Limitations of Liability.

SpiderOak represents and warrants to you that the services provided hereunder will be performed (i) in a manner consistent with industry standards reasonably applicable to the performance thereof; and (ii) at least at the same level of service as provided by SpiderOak generally to its other customers for the same services.

EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION, THE SERVICES PROVIDED BY SPIDEROAK PURSUANT TO THIS AGREEMENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. USE OF THE SERVICES IS AT YOUR SOLE RISK. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, SPIDEROAK AND ITS AFFILIATES AND SUPPLIERS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SYSTEM INTEGRATION AND NONINFRINGEMENT.

SPIDEROAK CANNOT GUARANTEE UNINTERRUPTED SERVICE, SERVICE AT ANY PARTICULAR TIME, OR INTEGRITY OF DATA, INFORMATION OR CONTENT STORED OR TRANSMITTED VIA THE INTERNET.SPIDEROAK WILL NOT BE LIABLE FOR ANY UNAUTHORIZED ACCESS TO, OR ANY CORRUPTION, ERASURE, THEFT, DESTRUCTION, ALTERATION OR INADVERTENT DISCLOSURE OF, DATA, INFORMATION OR CONTENT TRANSMITTED, RECEIVED OR STORED ON ITS SYSTEM CAUSED BY CIRCUMSTANCES OUTSIDE OF SPIDEROAK'S CONTROL.

IN ADDITION, YOU UNDERSTAND THAT THE SERVICES ARE NOT DESIGNED OR INTENDED TO BE FAIL-SAFE, OR AUTHORIZED BY SPIDEROAK FOR USE AS CRITICAL COMPONENTS IN LIFE-SUPPORT OR SAFETY DEVICES OR SYSTEMS, OR ANY OTHER APPLICATION THAT INVOKES THE POTENTIAL RISKS OF DEATH, PERSONAL INJURY OR SEVERE PROPERTY OR ENVIRONMENTAL DAMAGE (INDIVIDUALLY AND COLLECTIVELY, "CRITICAL APPLICATIONS"). ANY USE OF THE SERVICES WITH RESPECT TO SUCH CRITICAL APPLICATIONS IS FULLY AT YOUR OWN RISK, IN PARTICULAR, WITH RESPECT TO AUTOMOTIVE, Aerospace/Defense, avionics, CLASS III Medical devices OR PRODUCTS, SUBJECT TO APPLICABLE LAWS AND REGULATIONS GOVERNING LIMITATIONS ON PRODUCT LIABILITY.

SPIDEROAK AND ITS AFFILIATES AND SUPPLIERS WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM OR IN CONNECTION WITH THE USE OF SERVICES, INCLUDING, BUT NOT LIMITED TO, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, GOODWILL, DATA OR USE), EVEN IF SUCH PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION SHALL APPLY REGARDLESS OF THE FORM OF ACTION AND WHETHER IN CONTRACT, BREACH OF WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, YOU MIGHT HAVE ADDITIONAL RIGHTS. IN ANY EVENT, SPIDEROAK'S AGGREGATE LIABILITY SHALL NOT EXCEED FEES PAID IN THE THREE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

Dispute Resolution.

Any controversy or claim arising out of or relating to this Agreement or breach hereof, or otherwise relating to the Services (with the exception of injunctive relief sought by SpiderOak for any violation of SpiderOak's proprietary rights or collection of payment), shall be settled by binding arbitration administered by the American Arbitration Association in accordance with its then-current rules. The arbitration shall be decided by one (1) arbitrator, who shall be an attorney having experience and familiarity with information technology disputes. The language of the arbitration shall be English. The location of arbitration shall be Chicago, Illinois. The arbitrator may award to the prevailing party, if any, as determined by the arbitrator, its costs and expenses, including reasonable attorneys' fees. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of both parties. To the fullest extent permitted by applicable law, no such arbitration shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise. Each party hereby waives its right to a trial by jury for any disputes between the parties. Any amounts paid by SpiderOak to you, if made by physical check, will only be mailed to the billing address of the cardholder who signed up for the account at issue.

Applicable Laws; Exclusive Jurisdiction.

SpiderOak provides the Services in the United States of America. SpiderOak makes no representation that the Services or any content on or accessed through the Services is appropriate or available for use in other jurisdictions. You are responsible for compliance with all local laws and regulations, as applicable. Use of the Services and any dispute arising therefrom shall be governed by the laws of the state of Illinois without regard to principles of conflict of laws. SUBJECT TO THE DISPUTE RESOLUTION PROCEDURES SET FORTH ABOVE, ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR ACCESS TO OR USE OF THE SERVICES SHALL BE INSTITUTED ONLY IN A STATE OR FEDERAL COURT LOCATED IN CHICAGO, COOK COUNTY, ILLINOIS, AND YOU EXPRESSLY CONSENT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS.

Modifications.

SpiderOak reserves the right to modify the pricing and this Agreement at any time upon posting and providing notice, whether directly to you or posting a notice of a change to the homepage of the SpiderOak site. By continuing to use the Services after any changes are posted and notice is issued, you are signifying your acceptance of the revised terms and conditions. Please visit the Terms of Use page at https://spideroak.com/policy/terms_of_use regularly to review the then-current Terms of Use to which you are bound. SpiderOak reserves the right to modify the Services at any time.

Privacy.

Please review our Privacy Policy at https://spideroak.com/policy/privacy_policy which also governs your use of the Services and your visit to the SpiderOak website, and is incorporated herein by reference, to understand our practices.

Entire Agreement.

This Agreement, together with the SpiderOak's privacy policy and software agreement, constitutes the entire agreement between you and SpiderOak governing your use of the Services and supersedes any prior and contemporaneous agreements between you and SpiderOak with respect to the subject matter hereof. Notwithstanding the foregoing, as stated above, you also may be subject to additional or separate terms of use, rules and/or policies that may apply when you use certain features made available through the Services.

Consent to Electronic Delivery of Notices.

You consent to receive communications from SpiderOak electronically, including without limitation by e-mail or by posting notices on the SpiderOak website. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. To withdraw your consent to receive notices electronically, you must notify us of your withdrawal of such consent and discontinue your use of the Services.

Force Majeure.

Neither party shall be liable for any default or delay in the performance of any of its obligations under this Agreement (other than failure to make payments due hereunder) if such default or delay is caused, directly or indirectly, by forces beyond such party's reasonable control, including, without limitation, fire, flood, acts of God, labor disputes, accidents, interruptions of transportation or communications, supply shortages or the failure of any third party to perform any commitment relative to the production or delivery of any equipment or material required for a party to perform its obligations under this Agreement.

Government Regulations.

You agree that you shall not export, re-export, transfer or make available, whether directly or indirectly, any regulated item or information to anyone outside the United States in connection with the Services or this Agreement without first complying with all export control laws and regulations which may be imposed by the United States government and any country or organization of nations within whose jurisdiction Customer operates or does business.

Headings.

The headings as to contents of particular sections and paragraphs are inserted only for convenience and are in no way to be construed as part of this Agreement.

Assignment; Successors.

You may not assign or transfer this Agreement, or any of your rights or obligations hereunder, without the prior written consent of SpiderOak. Any attempted assignment in violation of the foregoing provision shall be null and void and of no force or effect whatsoever. SpiderOak may assign its rights and obligations under this Agreement, and may engage subcontractors or agents in performing its duties and exercising its rights hereunder, without your consent. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, legal representatives, successors and permitted assigns.

Miscellaneous.

If there is a determination that any provision of this Agreement is invalid or unenforceable under applicable law, that determination will not affect the rest of this Agreement, and this Agreement shall be deemed amended to the minimum extent necessary to make them valid and enforceable. The failure of SpiderOak to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. Regardless of any statute or law to the contrary, any claim or cause of action against SpiderOak arising out of or related to use of the Services or under this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.

SpiderOak, Inc. 555 Huehl Road Northbrook, IL 60062

Last updated: June 23, 2009


SpiderOak Groups Service Agreement

This product was formerly known as SpiderOak Blue

This Services Agreement (“Agreement”) governs SpiderOak, Inc.’s (“SpiderOak”) provision of SpiderOak’s related software (“Software”) and SpiderOak's cloud technology back-up services (collectively with the Software, the “Services”) to the Customer identified on the Order Form (“Order Form”) for use by its employees and agents who are authorized by Customer to use the Services consistent with the terms of this Agreement (each an “End User”).

BY CLICKING ON "I ACCEPT" OR EXECUTING THE ORDER FORM, CUSTOMER ACKNOWLEDGES HAVING REVIEWED AND ACCEPTED THIS AGREEMENT. IF CUSTOMER DOES NOT AGREE TO THIS AGREEMENT, CUSTOMER MAY NOT USE THE SERVICES. ANY USE OF THE SERVICES IS SUBJECT TO THIS AGREEMENT.

Services

General. Customer shall access the Services in accordance with and subject to the terms of this Agreement, which includes and hereby incorporates the applicable Order Form, and the Terms of Use and Privacy Policy posted on the Services (collectively, “Terms of Service”). In the event there is a conflict between the Terms of Service, an Order Form and this Agreement, this Agreement shall control, then the Terms of Service, followed by the Order Form.

Description of Services. In order to begin using the Services, Customer’s administrator will download the “administrator” version of the Software and each End User may then subsequently download an “end user” version of the Software. Each End User will select the data the End User wishes to or is instructed to backup (“Selected Data”). Thereafter, the Services will automatically backup any revisions or modifications that an End User makes to the Selected Data during the Term. The End User may add a reasonable number of computers to its SpiderOak account.

Data Protection and Encryption. When Customer registers for the Services and from time to time thereafter, Customer will choose one or more administrative logins (collectively, “Username”) and passwords (collectively, “Password”) to manage the Customer account, which may be shared with and used throughout the Customer enterprise, as authorized by Customer. Customer’s Email/Username and Password are required to access Selected Data in a readable format. Neither Customer’s Selected Data nor Passwords are stored in a readable format. Thus, it is extremely important for Customer to retain their Password as SpiderOak will not be able to reset Customer’s Password or provide access to Selected Data should Customer’s Password be forgotten. Customer may change its Password through the administrative console in the Software.

Syncing of Selected Data. The Services allow each End User to synchronize Selected Data between devices associated or owned by each End User (“Syncing Function”). The Syncing Function is designed specifically to work within a single End User account. Each End User may use the Syncing Function to synchronize folders between various devices.

Sharing of Selected Data. End Users may share Selected Data with others (“Sharing Function”) subject to the terms of this Agreement. Notwithstanding the foregoing, Customer agrees and understands that the Sharing Function is meant for Customer’s enterprise use only and is not intended for widespread distribution of Customer’s Selected Data. SpiderOak reserves the right to monitor general system usage and performance. The Sharing Function may be deemed excessive if the network traffic greatly exceeds the average usage of the services by enterprise customers generally. If SpiderOak identifies excessive use of the Sharing Function, SpiderOak reserves the right to impose usage restrictions on the relevant End Users’ account immediately, and shall provide Customer with written notice via email so that Customer may respond to such determination within thirty (30) days.

Account Management. In the event Customer or any End Users violate the terms of this Agreement, SpiderOak may freeze Customer’s or the relevant End Users’ account, and shall provide Customer with written notice via email of such violation so that Customer may respond to such determination within thirty (30) days. If no response is received by SpiderOak within thirty (30) days of sending Customer notice of the violation, SpiderOak reserves the right to terminate this Agreement. Customer is solely responsible for maintaining the strict confidentiality of the Email/Username and Password and for any charges, costs, expenses, damages, liabilities and losses arising from the use of the Service through such Email/Username and Password and for ensuring that use of Customer’s account and all End User access thereto complies fully with this Agreement. Customer agrees to immediately notify SpiderOak of any unauthorized use of Customer’s account or any other breach of security. Neither Customer nor any End User may use anyone else's account, at any time, without the permission of the account holder.

Payment

Renewal Notices. As of the Effective Date, the fees and other applicable charges for the Services shall be identified in the applicable Order Form or the SpiderOak website using the End User Quantity (“End User Quantity”) specified in the applicable Order Form. All payments shall be made in US dollars and are non-refundable. Payments are due upon the Effective Date and the commencement of each Renewal Term or such other billing cycle mutually agreed to by the parties. The Services will be activated following initial payment. Notwithstanding the foregoing, should payment in full of any amount owed to SpiderOak under this Agreement not be received by SpiderOak within thirty (30) days after such payment has become due, such amounts shall thereafter bear interest at the rate of 1.5% per month, or the maximum rate permitted by applicable law, whichever is less. If any payment due SpiderOak is collected at law or through an attorney at law or under advice therefrom or through a collection agency, Customer agrees to pay all costs of collection, including, without limitation, all court costs and reasonable attorneys' fees. Taxes are not included on this Order Form and any applicable taxes will be added to the amount due to SpiderOak.

End User Quantity Swaps. In the event that Customer is replacing one End User with another End User such that the End User Quantity remains unchanged, Customer shall promptly notify SpiderOak and SpiderOak shall continue to store the outgoing End User’s Selected Data for a period of thirty (30) days from the date of notice to allow the applicable account administrator or End User to remove the data on the Service, after which time the outgoing End-User’s Selected Data shall be purged from the Service.

End User Quantity Increases. In the event that Customer wishes to increase the End User Quantity, Customer shall promptly notify SpiderOak and SpiderOak shall invoice Customer for the additional fees, prorated for the remainder of the applicable Initial Term or Renewal Term. The resulting new increased End User Quantity shall continue to be used as the End User Quantity in subsequent Renewal Terms unless Customer notifies SpiderOak of any additional changes to the End User Quantity at least thirty (30) days prior to the commencement of the next Renewal Term.

End User Quantity Decreases. In the event that Customer wishes to decrease the End User Quantity, Customer shall promptly notify SpiderOak and SpiderOak shall continue to store the outgoing End User’s Selected Data for a period of thirty (30) days from the date of notice, after which time the outgoing End-User’s Selected Data shall be purged from the system. Customer will not be entitled to a refund for the decrease in End User Quantity and the resulting new decreased End User Quantity shall continue to be used as the End User Quantity in subsequent renewal periods unless Customer notifies SpiderOak of any additional changes to the End User Allocation thirty (30) days prior to the commencement of the next Renewal Term.

Customer Responsibilities.

General. Customer may use the Services only for lawful purposes and solely in accordance with this Agreement. Customer shall not use the Services as part of a service bureau or to support any users other than End Users. Customer may not store, transmit or share through the Services any material, or otherwise engage in any conduct that:

  1. violates or infringes the rights of others, including without limitation patent, trademark, trade secret, copyright, publicity or other proprietary rights;
  2. involves uploading, posting, emailing, transmitting or otherwise making available Selected Data that Customer or the applicable End User does not have the right to make available under any law or under contractual or fiduciary relationships (such as insider information, proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements, etc.);
  3. is unlawful, threatening, abusive, hateful, defamatory, slanderous, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, indecent or obscene;
  4. victimizes, harasses, “stalks,” degrades, attacks or intimidates an individual or group of individuals on any basis, including but not limited to religion, gender, sexual orientation, race, ethnicity, age or disability; harms minors in any way;
  5. impersonates any person, business or entity (including but not limited to a SpiderOak official), or in any way falsely states or misrepresents Customer or an applicable End User’s affiliation with a person or entity;
  6. involves forging headers or otherwise manipulating identifiers in order to disguise the origin of any Selected Data transmitted or shared through the Services;
  7. contains viruses or any other computer code, files or programs that interrupt, impair, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, or otherwise permit the unauthorized use of a computer or computer network; disrupts other customers' use of the Services;
  8. instigates or encourages others to commit illegal activities or cause injury to any person or property damage;
  9. encourages or is conduct that would constitute a criminal offense or that gives rise to civil liability;
  10. in the sole judgment of SpiderOak, violates this Agreement or any other terms of use, rules or policies applicable to the Services.
  11. Customer may not use the Services in any manner that could damage, disable, disrupt, overburden, impair or otherwise interfere with the Services or any servers or networks that Customer may interact with through Customer’s use of the Services, or otherwise interferes with the use or enjoyment of the Services by others. Customer may not attempt to gain unauthorized access to the Services, other user accounts or any computer systems or networks that are connected to the Services through hacking, password mining or any other means. Customer may not intentionally compromise the security of its account by publicly disclosing its Email/Username and/or Password. SpiderOak may pursue any legal and/or technical remedies to prevent the violation of this provision and to enforce this Agreement.

No Spam. Customer is prohibited from using the Services for chain letters, junk mail, spamming, or unauthorized commercial activities of any kind. Customer may not harvest information about other customers for the purpose of sending, or to facilitate the sending, of unsolicited bulk communications. SpiderOak reserves the right to terminate Customer’s access to or use of the Services immediately and take any other legal action if Customer, or anyone using Customer’s account (including any End User), violates these provisions. In the event SpiderOak terminates Customer’s or an End User’s access to or use of the Services, SpiderOak shall follow the procedures set forth in the Agreement, with regard to purging any applicable Selected Data being stored by SpiderOak or the relevant End User. SpiderOak may pursue any technical and legal remedies to prevent unsolicited bulk communications from entering, utilizing, or remaining within its systems or communications networks.

Capacity. SpiderOak reserves the right to monitor general system usage to identify excessive amounts of Selected Data per End User (“End User Capacity”). End User Capacity may be deemed excessive if it greatly exceeds the average usage of similarly situated End Users and customers. If an End User Capacity is deemed excessive, SpiderOak reserves the right to freeze Customer’s or the relevant End Users’ account immediately, and shall provide Customer with written notice via email so that Customer may respond to such determination within thirty (30) days.

License.

Subject to the terms, conditions, payment requirements and restrictions set forth in this Agreement, SpiderOak grants Customer a limited, non-exclusive, non-transferable, enterprise-wide license, exercisable solely during the term of this Agreement, to for the End Users to use the Services in accordance with the terms of this Agreement. All other rights, title and interests in and to the Services remain solely with SpiderOak. Customer shall not, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to derive source code or other trade secrets from any of the Services. Customer acknowledges and agrees that SpiderOak's trademarks, trade names, service marks, logos, other names and marks, and related product and service names, design marks and slogans are the sole and exclusive property of SpiderOak. Customer is not authorized to and shall not use any of the foregoing in any advertising, publicity or in any other commercial manner without the prior express written consent of SpiderOak.

Term and Termination.

The term of the Agreement commences on the Effective Date identified in the Order Form (“Initial Term”) and shall automatically renew and continue for additional twelve (12) month periods (each a “Renewal Term”) following the end of the then-current Initial Term or Renewal Term unless either party provides the other party with no less than thirty (30) days prior written notice before the end of the then-current Initial Term or Renewal Term of its intent to terminate the Agreement. Customer shall provide such notice of its intent to terminate through either an email to SpiderOak at terminateblue@spideroak.com or by opening the “ACCOUNT” page within the SpiderOak application and cancelling Customer’s subscription to the Services through the termination process. Upon receipt of Customer’s intention to terminate, SpiderOak shall suspend Customer’s account and keep Customer’s and its End User’s Selected Data for a period of thirty (30) days, after which point SpiderOak shall purge all such Selected Data from its servers.

Indemnification.

Customer agrees to indemnify, defend and hold harmless SpiderOak, its affiliates and their respective directors, officers, employees and agents, licensors, representatives from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from Customer’s or its End User’s use of the Services or any violation of this Agreement by Customer or its End Users, including but not limited to any breach or alleged breach of any of Customer’s representations, warranties or undertakings hereunder. SpiderOak reserves the right to assume, at its sole expense, the exclusive defense and control of any matter subject to indemnification by Customer, in which event Customer will fully cooperate with SpiderOak in asserting any available defenses.

Warranties.

SpiderOak represents and warrants to Customer that the Services provided hereunder will be performed (i) in a manner consistent with industry standards reasonably applicable to the performance thereof; and (ii) at least at the same level of service as provided by SpiderOak generally to its other customers for the same services. THIS IS SPIDEROAK’S SOLE WARRANTY CONCERNING THE SERVICES.

Disclaimers of Warranties.

EXCEPT AS OTHERWISE PROVIDED IN SECTION 7, SPIDEROAK AND ITS AFFILIATES AND SUPPLIERS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SYSTEM INTEGRATION AND NON-INFRINGEMENT. SPIDEROAK DOES NOT WARRANT AND CANNOT GUARANTEE UNINTERRUPTED SERVICE, SERVICE AT ANY PARTICULAR TIME, OR INTEGRITY OF DATA, INFORMATION OR CONTENT STORED OR TRANSMITTED VIA THE INTERNET. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, SPIDEROAK WILL NOT BE LIABLE FOR ANY UNAUTHORIZED ACCESS TO, OR ANY CORRUPTION, ERASURE, THEFT, DESTRUCTION, ALTERATION OR INADVERTENT DISCLOSURE OF, DATA, INFORMATION OR CONTENT TRANSMITTED, RECEIVED OR STORED ON ITS SYSTEM. USE OF THE SERVICES IS AT CUSTOMER’S AND ITS END USERS’ SOLE RISK.

Disclaimer of Damages; Limitations of Liability. IN NO EVENT SHALL OR ITS AFFILIATES OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, GOODWILL, DATA OR USE DAMAGES) ARISING FROM OR IN CONNECTION WITH THE USE OF SERVICES, EVEN IF SUCH PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION SHALL APPLY REGARDLESS OF THE FORM OF ACTION AND WHETHER IN CONTRACT, BREACH OF WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO CUSTOMER, CUSTOMER MIGHT HAVE ADDITIONAL RIGHTS. IN ANY EVENT, SPIDEROAK'S AGGREGATE LIABILITY SHALL NOT EXCEED FEES PAID IN THE THREE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION AGAINST SPIDEROAK ARISING OUT OF OR RELATED TO USE OF THE SERVICES OR UNDER THIS AGREEMENT MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED.

Dispute Resolution.

Any controversy or claim arising out of or relating to this Agreement or breach hereof, or otherwise relating to the Services (with the exception of injunctive relief sought by SpiderOak for any violation of SpiderOak's proprietary rights or collection of payment), shall be settled by binding arbitration administered by the American Arbitration Association in accordance with its then-current rules. The arbitration shall be decided by one (1) arbitrator, who shall be an attorney having experience and familiarity with information technology disputes. The language of the arbitration shall be English. The location of arbitration shall be Chicago, Illinois. The arbitrator may award to the prevailing party, if any, as determined by the arbitrator, its costs and expenses, including reasonable attorneys' fees. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of both parties. To the fullest extent permitted by applicable law, no such arbitration shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise. Each party hereby waives its right to a trial by jury for any disputes between the parties that are subject to arbitration under this Agreement.

Applicable Laws; Exclusive Jurisdiction.

SpiderOak provides the Services in the United States of America. SpiderOak makes no representation that the Services or any content on or accessed through the Services is appropriate or available for use in other jurisdictions. Customer is responsible for compliance with all local laws and regulations, as applicable. Use of the Services and any dispute arising therefrom shall be governed by the laws of the state of Illinois without regard to principles of conflict of laws. SUBJECT TO THE DISPUTE RESOLUTION PROCEDURES SET FORTH ABOVE, ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR CUSTOMER’S OR ANY END USER’S ACCESS TO OR USE OF THE SERVICES SHALL BE INSTITUTED ONLY IN A STATE OR FEDERAL COURT LOCATED IN CHICAGO, COOK COUNTY, ILLINOIS, AND CUSTOMER EXPRESSLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS.

Responsibility for End User.

Customer shall remain solely responsible for the acts or omissions of its End Users in connection with its use of the SpiderOak technology, application(s) and/or service. The restrictions and obligations of Customer set forth herein pertaining to such use shall apply to each End User as well and Customer shall make its End Users aware of its responsibilities under this Agreement to the extent such responsibilities apply to End Users.

Entire Agreement.

This Agreement and any applicable Order Forms, together with the Terms of Use and applicable software agreements, constitutes the entire agreement between Customer and SpiderOak governing Customer’s use of the Services and supersedes any prior and contemporaneous agreements between Customer and SpiderOak with respect to the subject matter hereof. Notwithstanding the foregoing, as stated above, Customer also may be subject to additional or separate terms of use, rules and/or policies that may apply when Customer uses certain features made available through the Services.

No Modification.

Neither this Agreement nor any Order Form may be modified or amended except by the mutual written agreement of the parties.

Relationship of the Parties.

Nothing in this Agreement will be deemed or construed to create a joint venture, partnership, fiduciary, or agency relationship between the parties for any purpose.

Consent to Electronic Delivery of Notices.

Customer consents to receive communications from SpiderOak electronically, including without limitation by e-mail or by posting notices on the SpiderOak website. Customer agrees that all agreements, notices, disclosures and other communications that SpiderOak provides to Customer electronically satisfy any legal requirement that such communications be in writing. In order for Customer to withdraw its consent to receive notices electronically, Customer must notify SpiderOak in writing of its withdrawal of such consent and discontinue Customer’s (and its End Users) use of the Services.

Force Majeure.

Neither party shall be liable for any default or delay in the performance of any of its obligations under this Agreement (other than failure to make payments due hereunder) if such default or delay is caused, directly or indirectly, by forces beyond such party's reasonable control, including, without limitation, fire, flood, acts of God, labor disputes, accidents, interruptions of transportation or communications, supply shortages or the failure of any third party to perform any commitment relative to the production or delivery of any equipment or material required for a party to perform its obligations under this Agreement.

Government Regulations.

Customer agrees that it shall not export, re-export, transfer or make available, whether directly or indirectly, any regulated item or information to anyone outside the United States in connection with the Services or this Agreement without first complying with all export control laws and regulations which may be imposed by the United States government and any country or organization of nations within whose jurisdiction Customer operates or does business.

Headings.

The headings as to contents of particular sections and paragraphs are inserted only for convenience and are in no way to be construed as part of this Agreement.

Assignment; Successors.

Customer may not assign or transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of SpiderOak. Any attempted assignment in violation of the foregoing provision shall be null and void and of no force or effect whatsoever. SpiderOak may assign its rights and obligations under this Agreement, and may engage subcontractors or agents in performing its duties and exercising its rights hereunder, without Customer’s consent. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, legal representatives, successors and permitted assigns.

Waiver; Judicial Modification.

If there is a determination that any provision of this Agreement is invalid or unenforceable under applicable law, that determination will not affect the rest of this Agreement, and this Agreement shall be deemed amended to the minimum extent necessary to make it valid and enforceable. The failure of SpiderOak to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.