Remote Management Terms

These terms (the “Agreement”) set forth a legal and binding agreement between SecureData, Inc. (“SDI”) and you (“Customer”) regarding the purchase and use of SDI’S Remote Management / Secure Guard service, including any related websites, tools, software and support (the “Service”), which is an optional service offered for certain SDI encrypted devices.  By purchasing, renewing, using or otherwise interacting with the Service, Customer accepts these terms.  If Customer does not agree with any terms of this Agreement, Customer should not purchase, renew, use or otherwise interact with the Service; and, if applicable, Customer should immediately contact SDI to terminate any account that has been established for the Service.

1. Service Period.  SDI offers the Service to Customer for a period of one (1) year (“Service Period”).  Prior to the expiration of the Service Period, Customer will receive an automated notice from SDI stating that they may renew the Service for additional Service Periods per Section 4 below.

2. Billing / Payment.  Customer will be billed by SDI at the beginning of the Service Period (or a Renewal Period, per Section 4 below).  It is Customer’s responsibility to keep its billing, contact and account information on file with SDI current to ensure proper and timely billing and payment processing.  If Customer adds additional device(s) to an already active account, the fees for that device(s) shall not be prorated for the Period or Renewal Period.

Failure to pay a bill as required by its terms may result in immediate suspension or cancellation of the Service, with or without notice to Customer.  SDI shall not be liable for any damages or loss suffered by Customer as a result of such discontinuation or interruption of Service.  In the event the Service is disabled due to Customer’s non-payment, Customer may be required to reformat its device(s) upon restoration of access, potential data loss may occur, and the device(s) will be unusable for a period of time to allow for access restoration.

3. Refund Policy.  Unless otherwise provided by law, all payments for the Service are final and non-refundable.  

4. Renewal / Discontinuation of Service.  Customer may renew the Service for additional one (1) year periods (a “Renewal Period”) by: (i) paying the Service bill issued by SDI at the beginning of the Renewal Period according to its terms; and (ii) agreeing to and accepting any updated terms to this Agreement.  Customer is under no obligation to renew the Service for any Renewal Period.  Likewise, SDI is under no obligation to renew or continue the Service to Customer at the end of any Service Period or Renewal Period.  Further, SDI may elect to discontinue the Service in SDI’s sole business discretion at any time, with or without prior notice to Customer.  If the Service is discontinued during the middle of a Service Period or Renewal Period, SDI will reimburse Customer a pro rata share of any fees paid for the period. In the event the Service is discontinued for any reason, any physical hardware purchased by Customer is not returnable or otherwise subject to any refund.

5. Price Changes.  The Service price for subsequent periods is subject to change. Customer is under no obligation to renew the Service for any subsequent period.  If Customer does not agree with a price change, Customer may terminate the Service by not renewing for the subsequent period in which the price change takes effect.

6. Prohibited Uses.  Customer agrees not to use the Service to conduct any malicious or illegal activity, or to facilitate the performance of any activity which is prohibited by law or any contractual provision by which Customer is bound.  Customer agrees to comply with applicable laws, rules and regulations in connection with its use of the Service. 

7. Account / Account Security.  Customer is solely responsible for keeping its account information on file with SDI accurate and current.  Customer understands that any notices provided by SDI will only be sent to the contact information for the account administrator indicated by Customer.  It is Customer’s responsibility to keep all account login details, access information, and passwords for its Service confidential and secure.  Customer agrees to immediately notify SDI in writing if Customer becomes aware that its login information has been compromised or revealed to unauthorized persons.  Customer understands that it may be locked out of its account upon multiple unsuccessful login or access attempts.  Customer authorizes SDI to take any and all actions as instructed by Customer’s account administrator and any other authorized personnel.  SDI does not have access to Customer’s device(s) and cannot unlock them.  All control over Customer’s device(s) (e.g., unlocking, changing PINs, remote wiping, etc.) is Customer’s responsibility.  To close an account, Customer may contact SDI. 

8. Termination.  Customer may terminate this Agreement at any time, and for any reason, by ceasing to use the Service and (if applicable) immediately contacting SDI to terminate any account that has been established for the Service.  SDI may terminate this Agreement immediately if: (a) Customer breaches any term of this Agreement; (b) Customer fails to pay a bill in accordance with its terms; or (c) SDI believes, in its sole discretion, that it is required to do so by law.

9. Data Loss Protection.  CUSTOMER UNDERSTANDS THAT: (i) THE SERVICE IS NEITHER INTENDED NOR DESIGNED TO BE USED AS A DATA BACKUP SERVICE; AND (ii) SDI DOES NOT STORE ANY OF THE CUSTOMER’S DATA AS PART OF THE SERVICE.   IN THE EVENT OF USER ERROR, SDI HAS NO ABILITY TO RESTORE LOST DATA. SDI STRONGLY RECOMMENDS THAT CUSTOMER REGULARLY BACK UP ITS DATA IN A STORAGE LOCATION NOT CONNECTED TO THE SERVICE.  CUSTOMER AGREES THAT SDI’S LIABILITY, IF ANY, SHALL BE LIMITED AS SET FORTH IN SECTION 11 BELOW IN THE EVENT THAT ANY DATA CONNECTED WITH THE SERVICE BECOMES PERMANENTLY OR TEMPORARILY INACCESSIBLE FOR ANY REASON.

10. Warranty Disclaimer.  EXCEPT FOR ANY EXPLICIT REPRESENTATIONS, WARRANTIES AND CONDITIONS PROVIDED IN THIS AGREEMENT, THE SERVICE IS PROVIDED “AS IS”, AND SDI DOES NOT MAKE ANY REPRESENTATION OR GIVE ANY WARRANTY, WHETHER EXPRESS IMPLIED, STATUTORY, BY USAGE OR TRADE, OR OTHERWISE, AND SDI DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE.  Without limiting the generality of the foregoing disclaimer, while SDI strives to keep the Service up and running, SDI does not guarantee or otherwise promise any specific uptime or downtime remedies for the Service.  There is no service level agreement between SDI and Customer in the event of a disruption in the Service.  SDI is not liable for any disruption or loss Customer may suffer as a result of such event.  SDI strongly recommends that Customer regularly backs up its data in a storage location that is not connected to the Service.

11. Limitation of Liability.  CUSTOMER AGREES THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, THE LIABILITY OF SDI TO ANY PERSON, INCLUDING BUT NOT LIMITED TO CUSTOMER, RELATED TO OR ARISING FROM THE SERVICE SHALL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER FOR THE SERVICE IN THE LAST TWO (2) YEARS, OR $100 USD, WHICHEVER IS GREATER.  UNDER NO CIRCUMSTANCES SHALL SDI BE LIABLE TO CUSTOMER 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 ANTICIPATED PROFITS OR REVENUE, LOSS OF DATA, 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. CUSTOMER UNDERSTANDS AND ACKNOWLEDGES THAT SDRI WOULD NOT ENTER INTO THIS AGREEMENT OR PERFORM ANY SERVICE WITHOUT THIS LIMITATION OF LIABILITY, WHICH IS ESSENTIAL TO THIS AGREEMENT.

12. Assignment.   SDI may assign or delegate any of its rights and obligations under this Agreement to independent contractors or third parties.  Except with SDI’s prior express written consent, Customer may not assign or transfer any of its rights or obligations under this Agreement; and any such attempted assignment or transfer shall be void.

13. Entire Agreement / Updates.  This Agreement constitutes the full and complete agreement between Customer and SDI with regard to the Services, and supersedes any and all other agreements or understandings, whether written oral, between Customer and SDI with respect to the Services.  From time to time, SDI may update the terms of this Agreement, in which case it will notify Customer’s account administrator by email using the latest contact information on file with SDI.  If Customer does not agree to any of the new terms, Customer should immediately stop using the Service; and, if applicable, Customer should immediately contact SDI to terminate any account that has been established for the Service.

14. Severability.  If any provision of this Agreement is held to be invalid or otherwise unenforceable, the remainder of the provisions shall remain in full force and effect and shall in no way be invalidated or otherwise affected. 

15. Governing Law.  The enforceability, validity, construction, and operation of this Agreement, and all of its terms, shall be determined according to the laws of the State of Ohio, without regard to its conflict of laws principles. 

16. No Third-Party Rights.  This Agreement is for the benefit of SDI and Customer only.  It is not intended to benefit or be enforceable by any third party.  

17. No Waiver.  Failure of a party to act or exercise its rights under this Agreement upon breach of any terms herein shall not be construed as a waiver of such breach or prevent said party from thereafter enforcing strict compliance with any terms herein.

Dispute Resolution / Arbitration. The parties must first attempt in good faith to resolve any dispute arising out of or relating to this Agreement by prompt negotiations. A party shall give the other party written notice of any dispute not resolved in the normal course of business. Within 15 days after delivery of the notice, the receiving party shall submit to the other a written response. The notice and response shall include with reasonable particularity a statement of each party's position and a summary of arguments supporting that position. Within 30 days after delivery of the notice, the parties shall meet at a mutually acceptable time and place. All applicable statute of limitations defenses and defenses based upon passage of time shall be tolled while the foregoing procedures are pending. If the dispute is still not resolved, the dispute shall be fully and finally determined by arbitration in Cuyahoga County, Ohio, before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.