Posted as of December 31, 2020
Effective as of December 31, 2020
These Terms of Service (“Terms”) apply to your use of any website, products, and services operated or provided by SpiderOak, Inc. (“SpiderOak”), including SpiderOakONE, SpiderOak Groups, SpiderOak CrossClave, and Semaphor (collectively, the “Services”). Please read these Terms carefully and let us know if you have any questions.
All content on SpiderOak’s Services is subject to United States and other intellectual property laws. You’ll find a few different types of content on our service.
Your Content. You can back up, host, store, and share your own files on SpiderOak’s Services, as well as collaborate and communicate with others using tools like Semaphor and SpiderOak CrossClave.
The files and other materials you upload to the SpiderOak Services are yours and yours alone. You give us permission to use that material solely to do what’s necessary to provide our services, including storing, displaying, reproducing, distributing the content, and as otherwise required by applicable law.
You’re responsible for the content you upload to SpiderOak’s Services and therefore are responsible for all risks associated with it, including intellectual property or other legal claims against you, SpiderOak, or any suppliers or contractors of SpiderOak. By storing and sharing content through SpiderOak’s Services, you represent that you have the necessary rights to that material, and that your use of the Services doesn’t conflict with any licenses you’ve granted to others.
You may have the option to try out some SpiderOak Services on a trial basis from time to time. Please note that if you decide to upgrade to another plan later, the content you store with us during the trial period may not be able to be restored after the trial timeframe expires.
The SpiderOak Services allow you to share your files, information, or data with others. Please familiarize yourself with the settings and controls for those services and be careful about what you choose to provide, upload, download, transfer, or otherwise share with or from others.
We don’t pre-screen anyone’s content. However, we have the right—but no duty—to review and remove files for any reason. We assume no liability for any content that you or anyone else stores with or shares through SpiderOak’s Services.
SpiderOak’s Content and Brand Features. SpiderOak’s Services are protected by copyright, trademark, and other laws.
SpiderOak gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the any software we provide you to use our Services. This license is for the sole purpose of enabling you to use SpiderOak’s Services as permitted by these Terms. If you violate these Terms, we may terminate this license at our sole discretion.
All rights to SpiderOak’s Services, trademarks, logos, or other intellectual property —except third-party content—are and remain the exclusive property of SpiderOak and its licensors. Nothing in these Terms authorizes you to use any of SpiderOak’s trademarks, logos, domain names, or other distinctive brand features, except as otherwise permitted by law.
We strive to maintain great Services. To that end, SpiderOak requires you to respect these limitations, and we may terminate your account if you don’t follow them.
We’re always working to improve SpiderOak’s Services, so we do reserve some rights. In our sole discretion, we may, at any time—with or without notice—change, eliminate or restrict access to our Services, and modify, suspend, or terminate a user account. SpiderOak is not liable for any damages as a result of these actions.
SpiderOak contains links to websites and services that we neither own nor control. We don’t endorse or assume responsibility for any third-party sites, information, materials, products, or services.
We take the security of SpiderOak’s Services very seriously. We work to protect your content and account, but we can’t 100% guarantee that third parties won’t be able to defeat our security measures and access your account and any Content you have uploaded or shared through the Services. You acknowledge and agree that all use of the Services is at your own risk. Please let us know immediately if you discover any compromise or unauthorized use of your account.
Where appropriate, SpiderOak may warn and/or suspend repeat copyright infringers. In more serious cases, we may permanently terminate user accounts.
Section 512 of the Digital Millennium Copyright Act (“DMCA”) sets out the legal requirements to formally report copyright infringement to a service provider like SpiderOak. It also explains how the person who posted the content can oppose a notice of alleged infringement by submitting a counter-notice.
Please think carefully before sending us a copyright notice or counter-notice, because the DMCA imposes legal and financial penalties for making fraudulent or bad-faith claims. If you aren’t sure whether you’re the actual copyright holder or if you’re authorized to act on a rights holder’s behalf, check with an attorney before submitting a copyright notice or counter-notice to us.
To send us a notice concerning copyright infringement, you’ll need to provide the following information:
You can report alleged copyright infringement by emailing the above information to firstname.lastname@example.org.
You can also mail a copyright notice to: Laura Gowans, SpiderOak, Inc., 8216 Marshall Drive, Lenexa, KS 66214, USA.
Our response to notices of alleged copyright infringement may include removing or restricting access to allegedly infringing material. If we remove or restrict access to content in response to a copyright notice, we’ll make a good-faith effort to get in touch with the affected account holder to provide information about the situation, including a copy of the takedown notice and instructions for filing a counter-notification.
Copyright Infringement Counter-Notice Procedure. If you get a message from us about a DMCA complaint, it means that the content identified in the notice has been removed from SpiderOak or access to the content has been restricted.
Please read our message carefully, because it’ll include information about the copyright notice we received and instructions about how to file a counter-notice.
Note: If you re-post material removed in response to a DMCA notification, we may permanently suspend your account. If you believe content was removed in error, please consider filing a counter-notice instead of re-posting the material.
If you receive a DMCA notification about material you’ve posted and you believe that material was misidentified or removed in error, you can file a counter-notice by following the instructions below.
To submit a counter-notice, please send us the following information:
To submit a counter-notice, please respond to our original email letting you know about the removal, and include the above information in the body of your reply.
When we receive a valid counter-notice, we’ll promptly forward a copy to the person who sent us the copyright notice. If we aren’t told within 10 business days that the original reporter is seeking a court order to prevent further infringement of the material, we may replace or cease disabling access to the material that was removed.
SpiderOak’s Services are only for users that are either16 years old and older or have attained the age of majority in their jurisdiction. If we learn an account is registered to a user that is under the age of majority , we’ll terminate the minor’s account.
You must operate your SpiderOak Services account(s) consistent with any policies your group or employer may require. Please note that an administrator of a group or team may be able to access, restrict, retain, terminate, or remove information from your account with or without notice to you.
You can cancel your account any time you’d like by simply signing in and canceling your service. Our policy is not to refund subscription fees unless required by law.
Disclaimers SpiderOak’s Services are provided “as is” without any warranties, express or implied. SpiderOak disclaims all conditions and warranties, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular use, and non-infringement. (Some states don’t allow these disclaimers, so this provision might not apply to you.)
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SPIDEROAK OR ITS AFFILIATES OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, COLLATERAL, EXEMPLARY, SPECIAL, 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.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL SPIDEROAK’S AGGREGATE LIABILITY EXCEED THE GREATER OF THE FEES PAID BY CUSTOMER RELATED TO SUCH SERVICES IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY OR TWENTY-FIVE DOLLARS.
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 MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED.
UNDER NO CIRCUMSTANCES WILL SPIDEROAK BE LIABLE IN ANY WAY FOR THE CONTENT OF ANY DATA TRANSMITTED, RECEIVED OR OTHERWISE ENCOUNTERED BY USERS OF THE SERVICES OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF SUCH DATA.
You agree to defend, indemnify, and hold harmless SpiderOak, its affiliates, suppliers, and its and their respective directors, officers, employees and agents, licensors, representatives, contractors, successors, and assigns from and against claims, liabilities, judgements, losses, expenses, damages and costs, including reasonable attorneys’ fees, arising out of or relating to your violation of these Terms or your use of the Services, including, but not limited to, your Content, or any use of the Services other than as expressly authorized in these Terms, or your use of any information obtained from the Services. . 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 agree to fully cooperate with SpiderOak in asserting any available defenses.
We like to resolve disputes fairly, quickly, and easily. Toward that end, if you have any issue with SpiderOak, please contact us and we’ll work with you in good faith to try to resolve the matter.
If we can’t work out the problem informally, and if you are a resident of or have your principal place of business in the United States or Canada, you and SpiderOak agree to resolve any claim against each other through final and binding arbitration, including claims against SpiderOak affiliates, officers, directors, employees and agents, and SpiderOak affiliates’ officers, directors, employees and agents.
You and SpiderOak agree to submit the dispute to a single arbitrator under the Commercial Arbitration Rules of the American Arbitration Association (AAA) including the Optional Rules for Emergency Measures of Protection and the Supplementary Procedures for Consumer-Related Disputes, or, by separate mutual agreement, to another arbitration institution. The AAA’s rules and a description of the arbitration process are available at www.adr.org.
The arbitration will be held in the Kansas City, Missouri metropolitan area, or any other location both parties agree to in writing. Allocation of fees and costs shall be determined under the AAA rules, except that SpiderOak will reimburse you for all AAA administrative fees in disputes that are subject to the Supplementary Procedures for Consumer-Related Disputes, unless the arbitrator determines that a claim or counterclaim was filed for purposes of harassment or is patently frivolous.
The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees, and reasonable costs for expert and other witnesses. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
The Federal Arbitration Act governs all disputes between you and SpiderOak. The arbitrator will decide whether a dispute can be arbitrated.
If you opt out of the arbitration agreement (as provided below), or if the arbitration agreement is found to be unenforceable, or if you neither are a resident nor have a principal place of business in the United States or Canada, you agree to resolve any claim you have with SpiderOak exclusively in a state or federal court with jurisdiction over Johnson County, Kansas and to submit to the personal jurisdiction of those courts for purpose of litigating all such disputes.
Nothing shall prevent either party from seeking injunctive or other equitable relief from the courts for matters related to data security, intellectual property, or unauthorized access to the services.
You may opt out of the agreement to arbitrate. If you do so, neither you nor SpiderOak can require the other to participate in an arbitration proceeding. To opt out, you must notify SpiderOak within 90 days of the date that you first agreed to these Terms. Send your written opt-out notice to this address: Arbitration Opt-Out, Attn: Laura Gowans, SpiderOak, Inc., 8216 Marshall Drive, Lenexa, KS 66214, USA.
Your written opt-out notice must include (1) your name and residence address; (2) the email address and/or mobile telephone number associated with your account; (3) a clear statement that you want to opt out of this arbitration agreement; and (4) your signature.
You may bring disputes only on an individual basis and not in a class, consolidated, or representative action.
These Terms will be governed by the laws of the State of Kansas, except for its conflict of laws principles.
For claims that aren’t subject to arbitration, we each agree to submit to the personal jurisdiction of a state court located in Johnson County, Kansas or in the United States District Court for the District of Kansas.
No waiver of any provision of these Terms shall be a further or continuing waiver of that term. SpiderOak’s failure to assert any right or provision under these Terms does not constitute a waiver of that right or provision.
The Terms may be modified from time to time in our sole discretion. The date of the most recent revisions will always be at https://spideroak.com/terms-of-service/, and older versions will be archived at spideroak.com. If we make changes that we believe will substantially alter your rights, we will post the revisions 7 days before they take effect so you can review them. Any such changes will apply only to users that have accepted the Terms. You’ll agree to accept any changes or revisions to the Terms by continuing to use SpiderOak’s Services at any time following the effective date of such revision.
We welcome all questions, concerns, and feedback you might have about these Terms. If you have suggestions for us, please contact our customer success team.
To learn more about SpiderOak’s secure communications, collaboration, back-up and storage products please contact us.