MW CLOUD SERVICES TERMS OF SERVICE
1. CONTRACTING ENTITY
If you are a resident of the United States of America, you are contracting with MW Cloud Services LLC., 79 N Main St, Cedar City, UT, USA.
2. ACCOUNTS AND FEES
You must register with MW Cloud Services to use the Services, and you agree to keep your registration information accurate, complete and up to date as long as you continue to use the Services. MW Cloud Services currently offers a free personal account with limited storage capacity (“Free Account”) and various fee-bearing accounts offering larger storage capacities and other feature enhancements (“Paid Accounts”). If you sign up for a Paid Account, you agree to pay the fixed subscription and variable usage-based fees, if any, for the account type you have selected and agree to any applicable restrictions, including quotas on the amount of storage you are allowed to use. If you exceed any quota allocated to your account, you agree that MW Cloud Services may restrict your ability to backup further data until you reduce your storage usage or sign up to another type of account with a higher quota or no quota at all. If you use a credit card for payment, you authorize MW Cloud Services to automatically renew your subscription and charge the then-current renewal fees to the credit card associated with your account unless you notify MW Cloud Services before expiration of your current subscription that you do not want to renew.
3. PASSWORDS AND SECURITY
You are responsible for keeping your passwords secure, and you agree not to disclose your passwords to any third party. You are solely responsible for any activity that occurs under your user names and accounts. If you lose your passwords or suspect any unauthorized use of your accounts or any other security breach related to the Service, you must notify MW Cloud Services immediately. If MW Cloud Services determines that a security breach has occurred or is likely to occur, MW Cloud Services may suspend your accounts and require you to change your user names and passwords.
5. USE OF SERVICES AND SOFTWARE
Subject to these Terms, MW Cloud Services grants you a limited, non-exclusive, non-transferable and revocable licence to access the Site and use the Services and Software. You 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 your account type as described on the Site or as specified in other transaction documentation provided by MW Cloud Services or an authorized reseller. You acknowledge that certain third-party code may be provided with the Software and that the licence terms accompanying that code will govern its use.
You acknowledge that MW Cloud Services or third parties own all right, title and interest in and to the Products, including all intellectual property rights. Except for the licence granted in these Terms, MW Cloud Services and its licensers retain all rights in the Products, and no implied licences are granted to you.
You specifically agree that you will not, nor will you permit another person to:
- sublicense, lease, rent, loan, transfer, or distribute any portion of the Products;
- modify, adapt, translate, or create derivative works from the Products;
- decompile, reverse engineer, disassemble, or otherwise attempt to derive source code from the Products; or
- remove, obscure, or alter any trademark, copyright, or other proprietary rights notices displayed in the Software or on the Site.
Any Software you have installed may periodically check with MW Cloud Services for updates, and you agree that MW Cloud Services may automatically download and install such updates on your devices.
6. COMPLIANCE WITH LAWS AND ACCEPTABLE USE
You are solely responsible for your conduct related to the Service and any data you store or share on the Service. You specifically agree that you will not use the Products to:
- violate any laws or regulations;
- infringe the intellectual property or other rights of third parties;
- transmit 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.
7. INTELLECTUAL PROPERTY PROTECTION
MW Cloud Services respects the intellectual property of others and requires that users of the Service do the same. When you use the Products, you may not 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 you commit repeated violations, MW Cloud Services may terminate your accounts.
8. USER INDEMNITY
You agree to defend, indemnify, and hold MW Cloud Services, 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, in connection with:
- your use of the Products;
- your violation of these Terms;
- your violation of any third party right, including any intellectual property right; or
- any claim that use of your data caused damage to a third party.
This indemnity obligation will survive the termination or expiration of your account and these Terms.
9. CHANGES TO THE SERVICE AND TERMS
MW Cloud Services reserves the right at any time to modify, suspend, or discontinue providing the Service, in whole or in part. In the event MW Cloud Services anticipates that any such action will significantly affect your use of the Service in a negative way, MW Cloud Services will endeavor to provide you with advance notice by email, an in-client message or by posting relevant information on the Site.
MW Cloud Services reserves the right to modify these Terms at any time, and each such modification will be effective upon posting on the Site. All material modifications will apply prospectively only. Your continued use of any Products following any such modification constitutes your agreement to be bound by the modified Terms. To stay informed of any changes, please review the most current version of these Terms posted on the Site. If you do not agree to be bound by these Terms, you must stop using the Products immediately.
10. PAYMENT FOR SERVICE
You agree to qualify for service by means of a valid credit card, or by another payment method we agree to prior to the start of service. You agree to pay for the ability to use our service for a minimum term of 30 days beginning on the date the service is made available for your use, and renewing automatically until terminated (see TERMINATION below). The minimum billing is for one month’s service.
We offer pre-paid service contracts of varying durations, some of which may be discounted, and are strictly non-refundable. Irrespective of the service duration you select, if service is terminated for any reason other than our breach, we will make no pro-rata adjustments or refunds of any previously paid fees. The rate we charge you may vary according to your specific needs, primarily the amount of disk storage available for your use and the number of computers that are authorized to use the service.
11. CHANGES IN SERVICE FEES OR OTHER TERMS
From time to time and at our sole discretion we may increase the fees we collect from you for providing service. We must notify you of such an increase by electronic mail at least 30 days before the effective date of the rate change. If you are unwilling to pay the increased charges, you may terminate this Agreement upon giving us notice, by either email or letter, and discontinuing use of the service at the end of the current contract term. If you continue to use the service we will conclude you accept and agree to pay any revised service fees. We may be required to collect government mandated taxes from you in the future. These may be called sales tax, property tax, telecommunication tax or otherwise. Whatever called, if the taxes are a specific result of us serving you, we will automatically add these taxes to your bill and you agree to pay them. We may also from time to time and at our sole discretion change the terms of this Agreement. We must notify you of such a change by electronic mail at least 30 days before the effective date of the change. If you are unwilling to abide by the changes we make, you may terminate this Agreement upon giving notice by email or letter and discontinuing use of the service at the end of the current contract term.
12. INTERNET CIRCUITS
You are responsible for the cost, connection, installation, maintenance and all other aspect of all Internet communication circuits required for data file transmission and system access. All data files are transmitted over Internet circuits, which are wholly beyond our control and jurisdiction, and are maintained by the communication companies (often called Internet Service Providers or ISPs) engaged for service by you. If these Internet circuits are not functional for any reason, backup data files may not accurately or completely reach our facility or equipment. We cannot be responsible for the continued operation of these circuits nor the reliability of the data files being sent over them.
13. TERM AND TERMINATION
These Terms, and any posted revisions, remain in effect as long as you continue to maintain an account or use the Services.
Either party may TERMINATE THIS AGREEMENT BY WRITTEN NOTICE NO LESS THAN THIRTY DAYS (30) IN ADVANCE OF DESIRED TERMINATION
DATE. In the event of non-payment of fees, we may terminate service with a 10-day email notice to your latest known email address.
Written notice of intent to cancel should be sent to:
MW Cloud Services
79 N Main St
Cedar City, UT 84720
On termination or expiration of your account or these Terms, you will no longer have the right to continue to use the Software and the Services, and you will no longer be able to access and restore your backup data. Also, you specifically agree that MW Cloud Services has no obligation to provide you or anyone else with a copy of your backup data and may automatically purge your backup data from MW Cloud Services systems.
14. ENTIRE AGREEMENT
These Terms constitute the entire agreement between you and MW Cloud Services and completely replace any prior agreements between you and MW Cloud Services in relation to the Products. 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. The failure of MW Cloud Services to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. You agree that, except as otherwise expressly provided in these Terms, there will be no third-party beneficiaries to this agreement. You agree that any claim or cause of action related to these Terms or the use of the Products must be filed within one (1) year after the cause of action arose or be forever barred.
15. COUNTRY TERMS
In addition to the foregoing, your relationship with MW Cloud Services will be governed by the following country-specific terms, which will vary depending on your location or country of residence.
COUNTRY-SPECIFIC TERMS (USA)
A. DISCLAIMER OF WARRANTIES AND HIPAA STATEMENT
BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SOME OF THE EXCLUSIONS SET FORTH BELOW MAY NOT APPLY TO YOU.
YOU SPECIFICALLY AGREE THAT YOUR USE OF THE PRODUCTS IS AT YOUR SOLE RISK, AND THE PRODUCTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. MW CLOUD SERVICES, ITS SUPPLIERS, RESELLERS, PARTNERS AND THEIR RESPECTIVE AFFILIATES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN PARTICULAR, MW CLOUD SERVICES, ITS SUPPLIERS, RESELLERS, PARTNERS AND THEIR RESPECTIVE AFFILIATES MAKE NO WARRANTY THAT (A) THE PRODUCTS WILL MEET YOUR REQUIREMENTS; (B) YOUR USE OF THE PRODUCTS WILL BE TIMELY, UNINTERRUPTED, SECURE OR ERROR-FREE; (C) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF THE PRODUCTS WILL BE ACCURATE OR RELIABLE; AND (D) ANY DEFECTS OR ERRORS IN THE PRODUCTS WILL BE CORRECTED.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PRODUCTS IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. YOU FURTHER ACKNOWLEDGE THAT THE PRODUCTS ARE NOT INTENDED OR SUITABLE FOR USE IN APPLICATIONS THAT COULD LEAD TO DEATH, PERSONAL INJURY OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.
UNLESS OTHERWISE AGREED IN WRITING BY MW CLOUD SERVICES OR AN AUTHORIZED RESELLER, MW CLOUD SERVICES DOES NOT INTEND THAT YOUR USE OF THE SERVICES WILL CREATE ANY OBLIGATIONS TO COMPLY WITH THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 AND ANY RELATED REGULATIONS (“HIPAA”), AND MW CLOUD SERVICES MAKES NO REPRESENTATIONS THAT THE SERVICES SATISFY HIPAA REQUIREMENTS. IF YOU ARE A “COVERED ENTITY” OR “BUSINESS ASSOCIATE,” YOU AGREE NOT TO USE THE SERVICES IN CONNECTION WITH ANY “PROTECTED HEALTH INFORMATION” (AS THOSE TERMS ARE DEFINED IN HIPAA) UNLESS AGREED IN WRITING BY MW CLOUD SERVICES OR AN AUTHORIZED RESELLER.
B. LIMITATION OF LIABILITY
BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SOME OF THE EXCLUSIONS OR LIMITATIONS SET FORTH BELOW MAY NOT APPLY TO YOU.
YOU SPECIFICALLY AGREE THAT MW CLOUD SERVICES, ITS SUPPLIERS, RESELLERS, PARTNERS AND THEIR RESPECTIVE AFFILIATES WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES , INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSSES (EVEN IF THE PARTY YOU ARE SEEKING DAMAGES AGAINST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM THE USE OR INABILITY TO USE THE PRODUCTS OR IN ANY WAY RELATING TO THE PRODUCTS.
IF YOU HAVE A PAID ACCOUNT, YOU AGREE THAT THE AGGREGATE LIABILITY OF MW CLOUD SERVICES, ITS SUPPLIERS, RESELLERS, PARTNERS AND THEIR RESPECTIVE AFFILIATES FOR ANY AND ALL CLAIMS IN CONNECTION WITH THE PRODUCTS IS LIMITED TO THE AMOUNT PAID FOR THAT ACCOUNT DURING THE TWO (2) YEAR PERIOD BEFORE THE RELEVANT CLAIM OR TWO-HUNDRED US DOLLARS ($200), WHICHEVER IS LOWER. IF YOU HAVE A FREE ACCOUNT, YOU AGREE THAT THE AGGREGATE LIABILITY OF MW CLOUD SERVICES, ITS SUPPLIERS, RESELLERS, PARTNERS AND THEIR RESPECTIVE AFFILIATES FOR ANY AND ALL CLAIMS IN CONNECTION WITH THE PRODUCTS IS LIMITED TO TWENTY US DOLLARS ($20). YOU SPECIFICALLY AGREE THAT THIS DAMAGES LIMITATION IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND MW CLOUD SERVICES.
These Terms and the relationship between you and MW Cloud Services will be governed by the laws of the State of Utah, excluding its conflicts of law provisions. You agree to submit to the personal and exclusive jurisdiction of the courts located in Cedar City, Utah to resolve any dispute or claim arising from these Terms. As to intellectual property rights, you specifically agree that MW Cloud Services may file an action in any jurisdiction to protect or enforce its rights. You may not assign or transfer any of your rights or obligations under these Terms to a third party without the prior written consent of MW Cloud Services. MW Cloud Services may freely assign this Agreement.
D. CONTACTING MW CLOUD SERVICES
Users with questions about these Terms may contact MW Cloud Services via email at: firstname.lastname@example.org
16. ACCEPTANCE OF THESE CONDITIONS
By agreeing to these TERMS or by paying the first bill, or by using the service, you accept the terms of this license agreement. You agree that you fully understand the capabilities of the software, and that you accept the software as-is.
Last revised: November 2, 2015