Xopero Cloud Personal 3.9.7.0

EULA - End User License Agreement

XOPERO
END-USER LICENSE AGREEMENT
THE AGREEMENT is made between XOPERO SOFTWARE Sp. z o.o. (limited liability company) with its registered seat in Gorzów Wielkopolski, Zbigniewa Herberta Str. 3, 66-400 Gorzów Wlkp., Poland, registered in the Register of Entrepreneurs of the National Court Register kept by the District Court in Zielona Góra, Poland, Division VIII, KRS No. 0000333073, VAT-EU PL5993066603 ('XOPERO') and the person (either an individual or a legal entity) who is a user of the Services, Site and/or Software ('the Client').
NOW IT IS AGREED as follows:
This End User License Agreement ('EULA') governs the use of:
a) any XOPERO services ('Services'),
b) the XOPERO website (“Site”),
c) the client software and any other software provided by XOPERO, including any updates and any accompanying documentation ('Software').
Collectively, the Software, the Site and the Services may be referred to as the “Products”.
By buying a subscription to any Products, or clicking the “I AGREE” or similar button, or simply using any Products, the Client agrees to this EULA and the XOPERO Privacy Policy. Agreeing to this EULA on behalf of a legal entity, the Client confirms his the authority to bind that legal entity to this Agreement.

ACCOUNTS AND FEES
The Client must register with XOPERO to use the Services.
All registration information provided by the Client must be accurate, complete and up to date as for the duration of all Services.
XOPERO currently offers:
a) a free trial account with limited storage capacity and limited time of use (“Trial Account”),
b) various fee-bearing accounts (“Paid Accounts”).
Trial Accounts are provided for a time-limited periods, after which the Account will be automatically suspended.
Signing up for a Paid Account, the Client agrees to pay the fixed subscription and variable usage-based fees, if any, for the account type selected and agrees to any applicable restrictions, including quotas on the amount of storage that are allowed to use.
If the Client exceeds any quota allocated to his account, XOPERO may restrict the ability to backup further data on that account until the Client reduces his storage usage or signs up to another type of account with a higher quota or no quota at all.
Using a credit card for payment, the Client authorizes XOPERO to automatically renew the subscription and charge the then-current renewal fees to the credit card associated with that account unless the Client notifies XOPERO before expiration of the current subscription about a cancellation.
Market condition may require changes to the pricing schedule for the Products being made expeditiously and XOPERO reserves the right, at its absolute discretion, to make such changes. XOPERO may change the pricing schedule for the Services and Software from time to time in any manner upon giving at least one month's prior written notice to the Client. Such revisions shall apply to sales orders received by XOPERO on or after the effective date of the revision.
TERM AND TERMINATION
These Terms, and any posted revisions, remain in effect as long as the Client maintains an account or uses the Services.
The Client may terminate any account at any time, for any reason, by following the instructions on the Site and discontinuing use of the Products. Any payments made by the Client will not be refunded, unless the contrary has been decided between the Parties in advance.
In the case of a Trial Account, XOPERO may terminate the account immediately after the term of the Trial Account has ended.
In the case of a Paid Account, XOPERO may terminate the account immediately and without notice if the Client fails to renew the subscription or fails to pay any fees or invoices when due.
In all other cases XOPERO shall be entitled to terminate the Agreement forthwith by written notice to the Client if the Client commits any breach of any other of the provisions of this EULA and, in the case of a breach capable of remedy, fails to remedy the same within 14 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied.
Upon the termination of this Agreement by XOPERO as a result of any breach of the provisions in this Agreement by the Client, all outstanding unpaid invoices rendered by XOPERO to the Client in respect of the Products or otherwise shall become immediately due and payable by the Client forthwith upon the termination as aforesaid.
The termination of this Agreement shall be without prejudice to any rights of XOPERO which have accrued prior to such termination. In particular, the liability of the Client to XOPERO for damages caused by the Client's breach of this Agreement shall not be affected by or waived as a result of the termination of this Agreement.
On termination or expiration of the Clients account, the Client will no longer have the right to continue to use the Software and the Services, and will no longer be able to access and restore backup data. Also, the Client specifically agrees that XOPERO has no obligation to provide a copy of backup data and may automatically purge the backup data from XOPERO systems.

CANCELLATION
Licenses and Services purchased cannot be cancelled and payment will not be refunded. The only way to end the Agreement is regulated by the aforementioned termination clauses.

USE OF SERVICES AND SOFTWARE
XOPERO grants the Client a limited, non-exclusive, non-transferable and revocable license to access the Site and use the Services and Software. The Client may install and use the Software in executable form only on the number and type of devices that are specified in the then-current documentation for the Clients account type as described on the Site or as specified in other transaction documentation provided by XOPERO or an authorized reseller. The Client acknowledges that certain third-party code may be provided with the Software and that the license terms accompanying that code will govern its use.
The Client acknowledges that XOPERO or third parties own all right, title and interest in and to the Products, including all intellectual property rights. Except for the license granted in this EULA, XOPERO and its licensers retain all rights in the Products, and no implied licenses are granted to the Client.
The Client specifically agrees that he will not, nor will he permit another person to:
a) Sublicense, lease, rent, loan, transfer, or distribute any portion of the Products;
b) Modify, adapt, translate, or create derivative works from the Products;
c) Decompile, reverse engineer, disassemble, or otherwise attempt to derive source code from the Products; or
d) Remove, obscure, or alter any trademark, copyright, or other proprietary rights notices displayed in the Software or on the Site.
Any Software the Client has installed may periodically check with XOPERO for updates, and you agree that XOPERO may automatically download and install such updates on your devices.
The Products are the property of XOPERO and/or its software suppliers and are protected by international copyright laws. Any attempt of reverse engineering, disassembly, or de-compilation of programs, unless it is explicitly permitted, is prohibited by law.
Redistribution of the Products, unless explicitly granted by XOPERO, is strictly prohibited.

INTELLECTUAL PROPERTY PROTECTION
XOPERO respects the intellectual property of others and requires that users of the Service do the same. When the Client uses the Products, it is prohibited to upload, store, share, display, post, email, transmit or otherwise make available any material that infringes any copyright, patent, trademark, trade secret or other proprietary rights of any person or entity. If the Client commits three (3) repeated violations of this clause, XOPERO may terminate that account immediately.

USER INDEMNITY
The Client hereby agrees to defend, indemnify, and hold XOPERO, its suppliers, resellers, partners, and their respective affiliates harmless from and against any claims, liabilities, damages, losses and expenses, including reasonable attorney fees and costs, for whatever reason, especially in connection with:
the use of the Products;
violation of this EULA
violation of any third party right, including any intellectual property right; or
any claim that use of the Client’s data caused damage to a third party,
transmitting any material that is obscene or objectionable or that contains viruses or other harmful computer code or files such as Trojan horses, worms or time bombs.
This indemnity obligation will survive the termination or expiration of an account and this EULA.
XOPERO shall under no circumstances be liable to the Client for any loss (whether direct or indirect) of revenue, loss of profits or any consequential loss whatsoever under this Agreement.

SHARED CONTENT
The Products may enable the Client to share or synchronize files between different devices or with devices owned or controlled by third parties.
If the Client chooses to use any such features, he agrees that the yse of these features, including any content submitted, shall be at his sole risk and responsibility. The Client also agrees that he has obtained all necessary rights and licensees to any such content.
The Client hereby grants XOPERO a worldwide, royalty-free, nonexclusive license to use any such content as part of the Services, and in relation to the Products, without any compensation to anyone. XOPERO reserves the right to refuse to post or remove any such content at any time at its sole discretion without notice or liability.

WARRANTY
The Products is on an 'as is' basis with no warranties of any kind and XOPERO will not be liable for any damages of any kind arising from the use.
XOPERO further disclaims all warranties, express and implied, including without limitation, any implied warranties of merchantability or fitness for a particular purpose.

PASSWORDS AND SECURITY
The Client is responsible for keeping his passwords secure. The Client agrees not to disclose his passwords to any third party.
The Client is solely responsible for any activity that occurs under his user names and accounts, including any sub-accounts.
If the Client loses his passwords or the encryption keys for your accounts, he may not be able to access the backup data.
The Client must notify XOPERO immediately of any unauthorized use of your accounts or any other security breach related to the Service. If XOPERO determines that a security breach has occurred or is likely to occur, XOPERO may suspend the suspected accounts and require the Client to change his/her user names and passwords.

PRIVACY
The Client agrees that XOPERO’s collection, use and disclosure of personal information, backup data or any other data will be governed by XOPERO’s Privacy Policy and the laws generally applicable to XOPERO as a provider of the Services, including breach notification laws. Unless specifically agreed otherwise in writing by XOPERO, the Client agrees to be solely responsible for compliance with laws applicable to any such information or data and your use of the Services, including any laws that apply to business or industry.
XOPERO shall be entitled to disclose information concerning the Client to any Clients or sub-contractors appointed or engaged by XOPERO or any other persons for the purpose in connection with the Products and/or Services.
The Client grants XOPERO the right to put the Client's information, including but not limiting to the Client's logo, the Client's Name and the URL of the Client's website, on XOPERO's website or on any marketing materials or on any documents to indicate that the Client is one of XOPERO's registered clients or partners. The Client shall submit a written notice to XOPERO if he/she does not want to grant this right to XOPERO.

BETA SERVICES AND UPGRADE FEE
XOPERO may identify certain features and functions of the Services and associated Software that XOPERO makes available on an early evaluation or beta basis. If the Client chooses to use any such beta Services and Software, he/she may do so only for evaluation purposes during the period specified by XOPERO. The Client specifically agrees that any such beta Services and Software are provided “as-is” and without support. XOPERO disclaims all express and implied warranties in connection with beta Services and Software, including those of merchantability, fitness for a particular purpose and non-infringement. Further, you agree that XOPERO does not make any commitment to make any beta Services and Software generally available.
In order to get the support and the latest version of the Software, the Client may be required to pay the Upgrade Fee.

CONFIDENTIALITY
The Client agrees to keep and procure to keep secret and confidential any and all written and/or oral information of any kind relating to the terms of this Agreement and the business of XOPERO obtained from the pursuant to this Agreement or prior to it and to disclose the same only to those of its employees or contractors directly involved with the marketing of the Products and/or the Services and only to the extent necessary for each of them to perform their duties. The Client shall impose the above obligation to these persons.
In the event of termination of this agreement, there shall be no use or disclosure of any confidential information in its possession by the Client, and all confidential materials shall be returned to XOPERO or destroyed. The provisions of this section will survive the termination of the agreement for any reason. Upon any breach or threatened breach of this section, XOPERO shall be entitled to injunctive relief.

TRANSFERABILITY
Licenses and Services purchased by the Client are not transferrable after activation.

RELATIONSHIP

Nothing in this Agreement shall be construed as XOPERO granting the Client any exclusive rights of any nature whatsoever.
The Client and XOPERO are independent contractors under this Agreement and no other relationship is intended, including a partnership, franchise, joint venture, general agency or employer/employee relationship.

RESERVED RIGHTS
XOPERO reserves to itself the right notwithstanding anything to the contrary herein contained:
to continue to sell and market the Products; and/or
appoint other Clients in the sale and marketing of the Products.
The failure of XOPERO to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision.

CHANGES TO THE SERVICE AND TERMS
XOPERO reserves the right at any time to modify, suspend, or discontinue providing the Service, in whole or in part. In the event XOPERO anticipates that any such action will significantly affect the Client’s use of the Service in a negative way, XOPERO will endeavor to provide the Client with advance notice by e-mail, an in-client message or by posting relevant information on the Site.
XOPERO reserves the right to modify this EULA at any time, and each such modification will be effective upon posting on the Site. All material modifications will apply prospectively only. The Client’s continued use of any Products following any such modification constitutes an agreement to be bound by the modified EULA.
The Client shall have the right to terminate this Agreement on or before the effective date of such changes if he/she does not want to be abided by the changes made effective by XOPERO.

NOTICES
Notices made by XOPERO may be sent by e-mail, fax, or mail to the e-mail address, fax number, or address most recently provided by the Client and will be treated as received by the Client when delivered. Client has the responsibility of keeping its contact information up-to-date with XOPERO.

GENERAL PROVISIONS
The heading of each clause is inserted for convenience only and shall not be taken into account when construing this Agreement.
If any part of these Terms is held invalid or unenforceable, that portion will be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions will remain in full force and effect.
This Agreement shall be construed and enforced in accordance with the laws of Poland and the parties hereto hereby submit to the non-exclusive jurisdiction of the courts of Poland.
Where the context permits or requires, words denoting the singular shall include the plural and the masculine gender shall include the feminine and neuter gender.
Where the Client consists of two persons or more, all the provisions contained herein are and shall be deemed to have been agreed to by such persons jointly and severally.
Last revised: 17/02/2017