SECUREDATA REMOTE MANAGEMENT SERVICES AGREEMENT
BY ACCESSING AND USING SITE rm.securedata.com, CLIENT ACKNOWLEDGES THAT CLIENT HAS READ THIS ENTIRE AGREEMENT AND UNDERSTANDS THE TERMS AND CONDITIONS OF SITE rm.securedata.com AND ITS SERVICES, AND CLIENT AGREES TO BE BOUND THEREBY.
SECTION 1 - DESCRIPTION OF SERVICES
The Services consist of an optional yearly subscription / license that customers may purchase in connection with certain encrypted devices (USBs and hard drives) sold by SecureData. Specifically, under this one-year subscription / license, SecureData shall create and provide an account for Client on SecureData’s system that will allow Client to control its device(s) remotely (e.g., remote wiping, geo-lock location, disabling of access, and other similar functionalities). The term of the subscription / license shall be 365 days from the date of issuance to Client (unless terminated earlier under the terms of this Agreement).
SECTION 2 - PAYMENT / NON-PRORATION FOR ADDITIONAL DEVICES / DISABLING SERVICES FOR NON-PAYMENT
If the Client adds an additional device(s) to an active license / subscription, the fees for that device(s) shall not be prorated in relation to the remaining term of the license / subscription. The terms of payment for the Services shall be agreed to by the Parties in a separate agreement. In the event of the Client’s non-payment, SecureData may in its discretion remotely disable Client’s device access (see paragraph 5.b below).
SECTION 3 - CLIENT AUTHORIZATION
Client hereby authorizes SecureData to take any and all actions as instructed by Client’s authorized personnel in regards to the remote management of the device(s). However, SecureData will not follow any directions that are illegal, criminal, or otherwise prohibited under the law.
SECTION 4 - ACCURATE INFORMATION
Client is responsible for providing SecureData with accurate information in connection with the Services. Client is responsible for updating and maintaining the accuracy of all such information. Furthermore, it is Client’s responsibility to maintain correct login information, including correct user names, passwords, PINs, etc. Client agrees to immediately notify SecureData in writing if Client becomes aware that its login information has been compromised or revealed to unauthorized persons.
SECTION 5 - LIMITATION OF LIABILITY
CLIENT UNDERSTANDS, ACKNOWLEDGES AND AGREES TO THE FOLLOWING:
- SecureData has no access to the Client’s data or information stored in the device(s). In the event of user error, SecureData has no ability to restore lost data.
- In the event of Client’s non-payment, SecureData may in its discretion remotely disable Client’s device access. In such event, Client may be required to reformat the device(s) upon restoration of access; potential data loss may occur; and the device will be unusable for a period of time to allow for access restoration. Further, if Client’s license is deactivated, Client will be required to remove remote management from the device(s).
- SecureData cannot undo or revert any user errors made by Client (e.g., accidental data wipe, disabling of access to a user at a critical time, etc.).
- SecureData does not have access to Client’s device(s) and cannot unlock Client’s device(s). All control over the Client’s device(s) (including, but not limited to, unlocking, changing PINs, remote wiping, etc.) is Client’s responsibility.
- Client is fully responsible for any damage, loss or service disruption resulting from Client’s mismanagement of its account. SecureData shall bear no liability to Client for any such damage, loss or service disruption, including that resulting from any attempt by SecureData to fix, undo or remedy Client’s user error.
CLIENT HEREBY AGREES THAT, TO THE FULLEST EXTENT OF THE LAW, THE LIABILITY OF SECUREDATA TO CLIENT FOR SERVICES PERFORMED UNDER THIS AGREEMENT SHALL NOT EXCEED $1,000.00 OR THE AMOUNT CHARGED BY SECUREDATA TO CLIENT FOR THE SERVICES, WHICHEVER IS GREATER, REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH LIABILITY IS IMPOSED. UNDER NO CIRCUMSTANCES SHALL SECUREDATA BE LIABLE TO CLIENT IN CONTRACT, TORT, STRICT LIABILITY, WARRANTY OR OTHERWISE, FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, SUCH AS (BUT NOT LIMITED TO) DELAY, DISRUPTION, LOSS OF PRODUCT, LOSS OF DATA, LOSS OF ANTICIPATED PROFITS OR REVENUE, LOSS OF USE OF EQUIPMENT OR SYSTEM, NON-OPERATION OR INCREASED EXPENSE OF OPERATION OF OTHER EQUIPMENT OR SYSTEMS, COST OF CAPITAL, OR COST OF PURCHASE OR REPLACEMENT EQUIPMENT OR SYSTEMS. AS USED IN THIS PARAGRAPH, "SECUREDATA" INCLUDES SECUREDATA AND ITS PARTNERS, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, AND EMPLOYEES.
SECTION 6 - DISCLAIMER OF WARRANTY
THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. WE DO NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THEM WILL BE UNINTERRUPTED OR ERROR-FREE. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (3) ANY DATA LOSS OR DATA DAMAGE, (4) UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (5) ANY INTERRUPTION OR CESSATION OF THE SERVICES, AND/OR (6) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED IN CONNECTION WITH THE SERVICES.
SECTION 7 - NO REFUNDS
No refunds shall be issued for any payments made by Client.
SECTION 8 - INDEPENDENT RELATIONSHIP
Client and SecureData are independent parties. Neither this Agreement nor the Services shall in any way create a partnership, principle-agent relationship, joint venture, or any other type of non-independent relationship.
SECTION 9 - INTELLECTUAL PROPERTY RIGHTS
Unless otherwise indicated, the Services are our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics in connection with the Services (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, foreign jurisdictions, and international conventions. Except as expressly provided in this Agreement, no part of the Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.
SECTION 10 - ENTIRE AGREEMENT, AMENDMENTS, AND SEVERABILITY
This Agreement constitutes the full and complete agreement between the Parties, and supersedes any and all other agreements or understandings, whether written oral, between the Parties with respect to the Services provided for under this Agreement. This Agreement can be modified or amended only by a separate and distinct written agreement signed for by the Parties. The invalidity or unenforceability of any provisions of this Agreement shall not affect the validity or enforceability of any other provisions, which shall remain in full force and effect.
SECTION 11 - GOVERNING LAW / MANDATORY ARBITRATION
This Agreement shall be construed in accordance with the laws of the State of Ohio, without regard to its conflict of laws principles. Any dispute, controversy or claim arising out of this Agreement or the Services shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The place of arbitration shall be Cleveland, Ohio. Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof.
SECTION 12 - ATTORNEY’S FEES
Should either Party resort to arbitration or litigation to enforce this Agreement, the Party prevailing in such arbitration or litigation shall be entitled, in addition to such other relief as may be granted, to recover its or their reasonable attorney’s fees and costs in such arbitration or litigation from the non-prevailing Party.
SECTION 13 - NO WAIVER
Failure of a Party to act or exercise its rights under this Agreement upon the breach of any terms hereof by the other Party shall not be construed as a waiver of such a breach or prevent said Party from thereafter enforcing strict compliance with any or all of their terms thereof.
SECTION 14 - NO THIRD-PARTY RIGHTS
This Agreement is for the Parties’ benefit, and is not intended to benefit or be enforceable by any third party. The exercise of the Parties' rights hereunder is not subject to the consent of any third party.
SECTION 15 - ASSIGNMENT
We may assign this Agreement to any affiliated company or to any entity that succeeds to all or substantially all of our business or assets related to the Services. You may not without our prior written consent assign, transfer, sub-contract or otherwise deal with any of your rights and/or obligations under this Agreement.