Posted and effective as of 4 June 2016
Welcome to SpiderOak! We’re glad you’re here.
These Terms of Service (“Terms”) apply to your use of SpiderOak’s website, products, and services. Please read them carefully and let us know if you have any questions.
By using SpiderOak, you agree to be bound by these Terms. If you’re using SpiderOak on behalf of an organization, you agree to these Terms on behalf of that organization.
All content on SpiderOak is protected by 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, as well as collaborate and communicate with others using tools like Semaphor and SpiderOak Kloak.
The files and other materials you upload to SpiderOak 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, and distributing the content.
You’re responsible for the content you upload to SpiderOak and assume all risks associated with it, including intellectual property or other legal claims. By storing and sharing content through SpiderOak, you represent that you have the necessary rights to that material, and that your use of SpiderOak doesn’t conflict with any licenses you’ve granted to others.
You have the option to try out some SpiderOak services on a trial basis (Semaphor in particular). Please note that we don’t retain content past the timeframe for these trial plans. Even if you decide to upgrade to another plan later, the content you store with us during the trial period can’t be restored after the trial timeframe expires.
SpiderOakONE, SpiderOak Groups and SpiderOak Semaphor allow you to share your files with others. Please familiarize yourself with the settings and controls for those services and be careful about what you choose to share with and download 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. SpiderOak’s Content and Brand Features. SpiderOak is protected by copyright, trademark, and other laws.
SpiderOak gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software we provide you to use our service. This license is for the sole purpose of enabling you to use SpiderOak as permitted by these Terms. If you violate these Terms, we may terminate this license.
All rights to SpiderOak —except third-party content—are the exclusive property of SpiderOak and its licensors. Nothing in these Terms authorizes you to use any of SpiderOak trademarks, logos, domain names, or other distinctive brand features, except as otherwise permitted by law.
We strive to maintain a great service. To that end, SpiderOak requires you to respect these limitations, and we may terminate your account if you don’t follow them.
- Don’t use SpiderOak in a manner that violates any laws, regulations, ordinances, or directives.
- Don’t use SpiderOak contrary to our policies.
- Don’t use SpiderOak to do anything threatening, abusive, harassing, defamatory, tortious, obscene, profane, or invasive of another person’s privacy.
- Don’t interfere with the proper functioning of any software, hardware, or equipment on SpiderOak.
- Don’t engage in any conduct that inhibits anyone else’s use or enjoyment of our services, or which we determine may harm SpiderOak or our users.
- Don’t monitor or copy any material on SpiderOak, either manually or through automated means (i.e., scraping), without prior written consent.
- Please don’t use SpiderOak if you’re a minor.
We’re always working to improve SpiderOak and make our services better, 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.
Other Sites and Services
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 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. Please let us know immediately if you discover any compromise or unauthorized use of your account.
Where appropriate, SpiderOak may warn and suspend repeat copyright infringers. In more serious cases, we may permanently terminate user accounts.
Section 512 of the 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.
Copyright Infringement Notice Procedure.
To send us a notice concerning copyright infringement, you’ll need to provide the following information:
- A physical or electronic signature of the copyright owner or a person authorized to act on their behalf (typing your full name will do);
- Identification of the copyrighted work claimed to have been infringed (e.g., a copy of or link to your original work or clear description of the materials allegedly being infringed);
- Identification of the infringing material and information reasonably sufficient to permit us to locate the material on our services (e.g., a URL where the allegedly infringing material is located);
- Your contact information, including your address, telephone number, and an email address;
- Date you are sending the notice.
- A statement that you have a good-faith belief that the use of the material in the manner asserted is not authorized by the copyright owner, its agent, or the law; and
- A statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
You can report alleged copyright infringement by emailing the above information to email@example.com.
You can also mail a copyright notice to: Laura Gowans, SpiderOak, Inc., 5920 Nall Avenue, Suite 200, Mission KS 66202, 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:
- A physical or electronic signature (typing your full name will do);
- Identification of the material that has been removed or to which access has been disabled and the URL at which the material appeared before it was removed or access to it was disabled (the description from the DMCA notice is enough);
- A statement under penalty of perjury that you have a good-faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
- Your name, address, and telephone number, and a statement that you consent to the jurisdiction of the federal district court for the judicial district in which your address is located, or if your address is outside of the United States, for any judicial district in which SpiderOak may be found, and that you will accept service of process from the person who provided the copyright notification or an agent of such person.
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 is only for users 13 years old and older. If we learn a child under 13 is using our service, we’ll terminate the child’s account.
SpiderOak Groups, Enterprise Backups, and SpiderOak Semaphor
You must operate your SpiderOak Groups, Enterprise Backups and SpiderOak Semaphor account 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. Cancellation
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 is 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.)
Limitation of Liability
To the fullest extent allowed by law, SpiderOak shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses resulting from (A) your access to, use of, inability to access, or inability to use SpiderOak; (B) any third-party conduct or content on SpiderOak; or (C) any unauthorized access, use, or alteration of your content.
(Some states don’t allow these limitations, so this provision might not apply to you.)
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 Kansas City, Missouri, 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 located in Kansas City, Missouri 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.
YOUR RIGHT TO OPT OUT OF ARBITRATION
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, SpiderOak, Inc., 4741 Central Street # 324, Kansas City, MO 64112.
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.
NO CLASS ACTIONS
You may bring disputes only on an individual basis and not in a class, consolidated, or representative action.
Governing Law and Jurisdiction
These Terms will be governed by the laws of the State of Missouri, 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 Kansas City, Missouri or in the United States District Court for the Western District of Missouri.
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. The date of the most recent revisions will always be at https://spideroak.com/policy/terms-of-use, 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. You’ll agree to accept any changes or revisions to the Terms by continuing to use SpiderOak.
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.