Terms for the Supply of the “Touro Cloud Backup” Services
- 1. GENERAL
- 2. CONTRACT DURATION
- 3. PAYMENT
- 4. CUSTOMER OBLIGATIONS
- 5. CONTRACT MODIFICATIONS
- 6. SERVICE LEVEL AGREEMENT AND DISCLAIMER
- 7. LIMITATION OF LIABILITY
- 8. INTELLECTUAL PROPERTY
- 10. LEGAL JURISDICTION
- 11. INDEMNITY
- 12. EXPORT CONTROL
By purchasing, registering for, or using the “Touro Cloud Backup” services (the “Services”) you enter into a contract with Memopal s.r.l. Via Nepal, 29 00144 Rome, Italy, registered with Camera di Commercio di Roma, registration number and VAT number/Fiscal Code IT09662881003, and you accept and agree to the following terms (the “Contract”). The Contract shall apply to the supply of the Services, use of the Services after purchase or after registering for limited free use where such offer has been made available.
Memopal supplies the Services to protect and organize digital data that is available to the subscriber under the Contract. The scope of the Services available to you depends on the offer that you have registered for or purchased. Memopal will send you a confirmation email with the Contract along with the description of Services details including without limitation, duration and fees, and how to contact Memopal about checking and correcting account information.
Memopal s.r.l. may be referred to as: “Memopal,” “we,” “our,” “company,” or “supplier”. The customer may be referred to as: “you,” “customer,” “client,” “user,” or “subscriber.”
If any provisions in this Contract are declared null and void, the other Contract provisions remain fully effective.
The duration of the Contract will be included in the confirmation email from Memopal. The user has a period of 10 (ten) working days after purchasing the Service to exercise the right to cancel without any explanation, and you will receive a refund for the Service’s fees already paid upon subscription/purchase except that Memopal shall retain the amount equivalent to the length of time for which the Services have actually been used prior the cancellation. No reimbursement will be made if voluntary withdrawal takes place after 10 working days from the date the Service was purchased.
Memopal will notify you of this Contract’s expiration by e-mail. If the subscription is not renewed, the data will be stored in Memopal’s servers only for the limited period according to the section 2.3.
For 15 (fifteen) days after a Contract has terminated or expired, Memopal allows customers to download stored data. If 15 days does not give you sufficient time, you must contact Memopal in writing during that period to request other arrangements. If Memopal receives a customer’s request in writing within 15 (fifteen) days of termination or expiration, at customer’s expense, Memopal may send the data on physical media (such as: hard-disk) via mail or courier.
Customer may request in writing removal of data from Memopal storage at any time, and the request will be processed within 7 (seven) working days. If the user does not explicitly request removal, Memopal may store the customer’s data exclusively for technical reasons up to a maximum of 90 (ninety) days after expiration of the Contract. Memopal will retain customer account information as required for business operations and legal compliance as allowed by applicable laws.
Memopal may terminate the Contract immediately by written notice if:
i. the customer has violated applicable laws or the allowed use policy under Section 4.3
of this Contract;
ii. the customer has not cured its failure to pay fees or other sums that are owed to Memopal under the Contract, or has not cured another breach of this Contract, within ten (10) days of written notice; or
iii. Memopal reasonably believes that the customer’s actions may give rise to legal responsibilities for the customer, for other customers, or for Memopal.
You agree to pay all fees and charges specified on the website when you signed up for the Service. A confirmation email will be sent to you confirming the amounts. All fees are exclusive of applicable taxes. You are solely responsible for the payment of any such taxes that may be imposed on your use of the Service.
You may be asked to provide a credit card number from a card issuer to activate and/or pay for any fees related to the Service. Authorization of your credit card account is required prior to verify the credit card is valid and has the necessary credit available. Please contact your card issuer if you have questions.
Memopal or its billing agent will charge the fees you authorize to the credit card account provided by you. You also authorize Memopal to automatically continue charging that card (or any replacement card) for all fees or charges for your account including any renewal fees. You authorize the card issuer to pay any amounts described herein and authorize Memopal or its billing agent to attempt to charge all sums described herein to your credit card account until such amounts are paid in full. You agree to provide updated information on your credit card upon request and any time the information earlier provided is no longer valid. If payment is not received from your credit card issuer or its agents, you agree to pay all amounts due upon demand by Memopal or its billing agent.
A user who is in compliance with this Contract may purchase additional storage space or an extension of the subscription period in accordance with outstanding Memopal Service offerings.
You are solely responsible for any activity which arising from use of the Service based on the User ID and Password that Memopal issues to you.
If you become aware of any misuse of your account you must notify email@example.com immediately.
You shall utilize the Service in compliance with all applicable laws and regulations. Your
use of the Services must be in accordance with the following guidelines:
* No intellectual property infringement; only use of content that you are authorized to use.
* No uploading of malicious code, including without limitation viruses, bots, Trojan horses, worms, etc.
* No violations of any applicable laws or regulations.
* No business or commercial use.
* No reproduction, copying, duplication, selling, reselling, renting or trading the Service (or any part thereof) for any purpose.
You are solely responsible for the data and content stored using the Services. You are responsible for backing up to your own computer and to other devices your documents, images or other data that you store or access via the Services. Memopal will not inspect data stored by the User, except as is unavoidable to providing support for the Services as allowed by applicable laws. Therefore Memopal is not responsible for any of your violations in how you use the Service. Memopal will cooperate with judicial authority that is authorized to inspect the data stored on Memopal servers. Any illegal data which may be identified by delegated judicial supervisory authorities may be removed from Memopal’s servers. Where your improper use of the Services comes to our attention, in accordance with applicable laws Memopal may remove content, suspend or terminate the Services, and/or cooperate with law enforcement authorities.
Memopal reserves the right to modify the terms and conditions of the Contract following sixty days notice, or at the time of renewal of the Contract. If the customer does not agree to the modifications, the customer may terminate, and the Contract shall not renew. Memopal may also cancel, modify, suspend or terminate the service, fully or in part, by 60 (sixty) days written notice. Where Memopal has terminated without cause of User’s breach of Contract, User shall be reimbursed proportionately for pre-paid fees for the cancelled period of Service that will not be provided. The provisions of clause 2.3 above shall apply.
Memopal will provide the Service with skill and care, within a reasonable time and anyway no later than 30 days from the purchase or subscription of the Services, and as described in this Contract and on the website. Memopal shall endeavor to make the Services available 99% of the time, not including scheduled downtimes and downtimes arising from causes beyond Memopal’s control. Memopal will inform the user of Service interruptions that are longer than 3 hours through the site and by email for interruptions that are longer than 12 hours. Memopal services are supplied “AS IS”. Memopal does not guarantee or warrant that any content you may store or access through the Services will not be damaged, corrupted, or lost. We do not warrant that the provision of the Service will be fault free or uninterrupted but will use skill and care to maintain the Service. Memopal is not responsible for consequences which may derive from Service interruptions arising from causes beyond Memopal’s control. Memopal disclaims all representations and warranties to the fullest extent permitted by law. Memopal disclaims all implied warranties, including without limitation, implied warranty of merchantability and implied warranty of fitness for a particular purpose. You acknowledge and agree that your are not entering into this Contract in reliance upon other representations and warranties. Nothing in this Contract affects your statutory rights under applicable law.
To the extent provided for by applicable laws, Memopal accepts liability for loss or
damage to private property, death or personal injury to the extent caused by the Services
or caused by the negligence or deliberate misconduct of Memopal in accordance with this
Section. For cases involving death or personal injury there shall be no limit on liability,
but in all other cases, Memopal’s liability will be limited to the greater amount of sixty
(60) euros, or the sum of fees paid by the customer over the past 3 (three) years to
Memopal for the specific user account. User must take reasonable precautions to avoid
any loss (such as contacting Memopal promptly upon becoming aware of an issue) and
by mitigating damages. Memopal shall only be liable for reasonably foreseeable losses
arising as a direct consequence of breach by Memopal of its statutory duty. Memopal
shall not be liable where the causes of the loss:
* were not reasonably foreseeable by both parties,
* were not known by Memopal at the time that the Contract was entered into;
* arose from use of the Services in violation of this Contract, or
* could have been prevented by user, such as by keeping backup copies.
Memopal and/or its licensors own all legal right, title and interest in and to the Service, and any software and documentation provided to you as a part of and/or in connection with the Service (the “Software”), including any and all intellectual property rights that exist therein, whether registered or not, wherever in the world. Memopal provides you the license to utilize the Software only for the duration and in accordance with this Contract. The Service and the Software contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You may not transfer your license rights in any manner. You may not modify or reverse engineer the Software, or attempt to discover its source code unless expressly permitted by law.
As part of the Service, you may from time to time receive updates to the Software from Memopal. These updates may include bug fixes, feature enhancements or improvements, or entirely new versions of the Software. You agree that Memopal may automatically deliver such updates to you as part of the Service and you shall receive and install them as required.
For the complete set of information on the processing of your personal data by HGST and Memopal and in order to express your options as to the processing of your personal data by them please refer to the relevant privacy documentation, which is available at the following link http://22.214.171.124/privacy/ and also at the link posted at the bottom of the login page of this website.
To the extent your local law allows, this Contract is governed by current regulations of Italy. Also to the extent your local law allows, for any legal questions, jurisdiction falls to the Court of Rome, Italy. To the extent local law requires, we will not deny you your rights under local law. These general provisions are valid starting on July 1, 2010.
You agree to defend, indemnify and hold Memopal, its affiliates, subsidiaries, directors, officers, employees, agents, business partners and licensors harmless from any claim or demand, including reasonable attorneys’ fees, made by a third party, relating to or arising from: (a) any Content you upload to the Service; (b) your use of the Service; (c) any violation by you of this Contract; or (d) your violation of any rights of another. This obligation shall survive the termination or expiration of this Agreement.
You represent that you will use the Service and Software, including without limitation uploading data, software or other content via the Service, in compliance with all applicable export control laws and regulations, including without limitation those of the United States. You may not use the Service to upload any data or software that cannot be exported without prior written government authorization, including, but not limited to, certain types of encryption software. You may not use the Service and Software where prohibited by applicable export control laws and regulations, including without limitation if you are in any U.S. embargoed country or on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. You represent that you will not use the Service or Software for a purpose prohibited by applicable export control laws, including without limitation those related to nuclear, chemical, or biological weapons.
FOR ANY QUESTIONS ON THE SERVICES, TERMS AND CONDITIONS APPLICABLE OR GENERAL INFORMATION ON MEMOPAL PLEASE CONTACT firstname.lastname@example.org.
The Effective Date of these Service Terms is: July 7, 2010