SOLIXCloud ECS (“ECS”) is an enterprise cloud storage and content services platform. ECS makes it easier for individuals and enterprises to securely store and manage their data for long term retention, powering digital processes, eDiscovery and compliance at a low cost. ECS and associated services are a property of Solix Technologies Inc (“Solix” or “we”).
This Terms of Service (“Terms”), outlines the Terms that are a legally binding contract between you and Solix with regards to your usage of ECS. So please read carefully.
If you are using the Services on behalf of an organization, you are agreeing to these Terms for that organization. You are promising to Solix that you have the authority to bind that organization to these Terms (in which event, "you" and "your" will refer to that organization) unless that organization has a separate paid contract in effect with us, in which event the terms of that contract will govern your use of the Services.
By using, accessing or browsing the ECS service, platform and products including applications, websites or by registering for an ECS account ( “Services”) you are agreeing to be bound by these Terms for the Services provided by Solix. If you do not agree with these Terms, do not register or use any of ECS Services. In order to use the Service, you must be legally permitted to accept these Terms.
1. YOUR ACCOUNT ON ECS
To access certain services related to ECS, you may require to create an account with ECS by completing a registration form and designating a user ID and password. You confirm to Solix that you are: (a) providing true, current and complete information about yourself on the registration form and (b) update such information so it continues to be true, current and complete.
When registering on ECS, you get to choose what email address(es) you register for an account. Please be aware, however, that if the domain of the email address associated with your account is owned or controlled by an organization (such as your work or school) and that organization establishes a direct relationship with us and wishes to add your account to such relationship, then you may be rolled into that organization’s account after a reasonable attempt to notify you of the change. Fifteen (15) days after that attempted notice, if you do not respond or change the email address associated with your account, your account may be rolled into that organization, or deactivated as requested by the organization.
If your account was provided to you by an organization (e.g., an employer or school), or if you agree to have your account managed by an organization, you understand that this organization has rights to your account and may: (a) own and manage the account, and the content in your account (including but not limited to suspending or canceling your account or deleting your content; (b) reset your password; and (c) view your usage and profile data, including how and when your account is used.
You are entirely responsible for all materials and information that you upload, post or otherwise transmit via the Services (please also see our Acceptable Use Policy in this terms of services). Only you may use your ECS account and you are responsible for all aspects of your account. Each user must have a separate account. You may not share, loan or transfer your ID or password. If you become aware of any unauthorized use of the Services or your account, or have any questions about your account please contact firstname.lastname@example.org.
2. YOUR CONTENT ON ECS
All electronic documents that you upload and store on your account is referred to as “Content”. All Content uploaded into your account is yours! You are responsible for: (a) all Content in your ECS account(s) and that you share through the Services- and (b) making sure that you have all the rights you need in relation to the Content. We don't control, verify, or endorse the Content that you or others put on the Services. In addition, by storing, using or transmitting Content you confirm that you will not violate any law or ECS Terms. You agree that when you share your Content, you may be allowing other people to access and use your Content in any way without further restriction or compensation to you. You are the sole owner of all content held in your account, ECS is only a tool used to manage and share the content.
You agree to provide Solix (as well as agents or service providers acting on Solix’s behalf to provide the Services) the right to transmit, process, use and disclose Content and other information which we may obtain as part of your use of the Services but only: (i) as necessary for us to provide the Services, (ii) as otherwise permitted by these Terms, (iii) as otherwise required by law, regulation or order, and/or (iv) to respond to an emergency.
3. COPYRIGHT COMPLAINTS AND REMOVAL POLICY
We reserve the right to delete or disable Content alleged to violate copyright laws or these Terms and reserve the right to terminate the account(s) of violators.
If you believe there has been a violation of your intellectual property rights, please email us at email@example.com with complete details of the violation and proof of content ownership.
4. YOU CONSENT TO ELECTRONIC COMMUNICATIONS AND SOLICITATION
By registering for an account on ECS or signing up for Services, or filling an online form you understand and consent to us sending you (including via email) information regarding the Services, such as: (a) notices about your use of the Services, including notices of violations of use; (b) updates to the Services and new features or products; (c) administrative messages and other information; and (d) advertising, marketing, and other materials regarding ECS services. If you do not wish to receive such messages, you may contact us at firstname.lastname@example.org or use any of the automated options provided to unsubscribe your email.
It is important to understand that Notices emailed to you will be considered given and received when the email is sent. If you do not consent to receive notices (other than advertising and marketing materials) electronically, you must stop using the Services.
5. CONFIDENTIAL INFORMATION
Supplier and Customer acknowledges that in the course of performance of its obligations pursuant to this Agreement that either could be a receiving or disclosing party, the receiving party may obtain confidential and/or proprietary information of disclosing party and its Authorized Users. "Confidential Information" includes: (i) all information which disclosing party has not released publicly and considers to be confidential and/or in which disclosing party has a protectable or proprietary interest; (ii) information relating to development plans, costs, finances, marketing plans, equipment configurations, data, access or security codes or procedures utilized or acquired, business opportunities, names of existing or potential disclosing party clients, research, and development; (iii) any non-public information with regard to, without limitation, personally identifiable information, computer systems, processes, products, services, business operations, software, third party suppliers used by disclosing party, the existence and terms of this Agreement, any information of clients, any information of disclosing party suppliers, or its clients' suppliers, customers, or clients, which is disclosed by disclosing party, clients, or its or their suppliers, customers, or which is otherwise accessed by Supplier in performance of this Agreement, (iv) any information that by its nature would be reasonably believed to be confidential or proprietary by a reasonable person; (v) the pricing provisions included within or incorporated into this Agreement; (vi) any information designated as confidential in writing or identified as confidential at the time of disclosure if such disclosure is verbal or visual; and (vi) any copies of the prior categories or excerpts included in other materials created by the receiving party.
Receiving party hereby acknowledges and agrees that all Confidential Information communicated to it by Disclosing party or its Authorized Users, whether before or after the Effective Date, shall be and was received in strict confidence, shall be used only as minimally necessary for purposes of this Agreement, and shall not be disclosed by Receiving party, its employees, officers, agents, contractors and subcontractors except as set forth herein.
Receiving party will protect, and will ensure its employees, officers, agents, contractors and subcontractors will protect, Confidential Information by using its reasonable efforts to prevent the unauthorized use, dissemination, disclosure, publication or destruction of such confidential Information. The Receiving party may disclose the Confidential Information only to those of its employees, officers, agents, contractors and subcontractors who have a need to know and who are under an obligation of confidentiality at least as restrictive as that contained herein. Each such recipient of Confidential Information will be advised of the Receiving party's obligations under this Agreement. Confidential Information received may be used only to fulfill the purposes of the Agreement or as necessary for a party to understand or enforce its rights, obligations or remedies under this Agreement, or to prove compliance with this Agreement. If the Receiving party or any of its employees, officers, agents, contractors and subcontractors is requested or required by subpoena, court order, or similar process or applicable governmental regulation to disclose any Confidential Information, the Receiving party agrees.
6. STORAGE OF YOUR CONTENT
While the Services are provided from the United States, ECS does offer storage across geographies. The default storage location for your content is set to the United states and this can be changed to any other location offered as an option by ECS. By using and accessing the Services, you understand and agree to the storage of Content and any other personal information in the United States or the country you have opted to store your data in. However, you understand that you (or other people that you collaborate with) can access the Services (including Content) from outside of the country where your content is stored (subject to applicable law) and that nothing prohibits the processing of other information outside of the country of data residency.
7. ACCEPTABLE USE POLICY
- You agree not to misuse the services or help or encourage anyone else to do so. For example, you must not even try to do any of the following in connection with the Services:
- probe, scan, or test the vulnerability of any system or network,
- breach or otherwise circumvent any security or authentication measures;
- access, tamper with, or use non-public areas or parts of the Services, or shared areas of the Services you haven't been invited to;
- interfere with or disrupt any user, host, or network, for example by sending a virus, overloading, flooding, spamming, or mail-bombing any part of the Services;
- access, search, or create accounts for the Services by any means other than our publicly supported interfaces (for example, "scraping" or creating accounts in bulk);
- send unsolicited communications, promotions or advertisements, or spam;
- send altered, deceptive or false source-identifying information, including "spoofing" or "phishing";
- promote or advertise products or services other than your own without appropriate authorization;
- abuse referrals or promotions to get more storage space than deserved or to sell storage space received from referrals or promotions;
- circumvent storage space limits;
- sell the Services unless specifically authorized to do so;
- publish or share materials that are unlawfully pornographic or indecent, or that contain extreme acts of violence or terrorist activity, including terror propaganda;
- advocate bigotry or hatred against any person or group of people based on their race, religion, ethnicity, sex, gender identity, sexual orientation, disability, or impairment;
- harass or abuse Solix personnel or representatives or agents performing services on behalf of Solix;
- violate the law in any way, including storing, publishing or sharing material that's fraudulent, defamatory, or misleading; or
- violate the privacy or infringe the rights of others.
As part of our efforts to protect the Service, protect our customers, or to stop you from breaching these Terms we retain the right to block access to the Services.
We also reserve the right to deactivate, change and/or require you to change your ECS user ID and any custom or vanity URLs, custom links, or vanity domains you may obtain through the Services.
You also agree that if you learn of any unauthorized or unacceptable use of any account, Content or the Service, you will promptly contact ECS Support and take all reasonable steps to cooperate with Solix and assist in the termination of such use.
8. CHANGES TO THE SERVICE
We can make necessary changes, updates or enhancements to the Services at any time. We may also add or remove functionalities or features, or we may suspend or stop the Services altogether.
9. SUSPENSION AND TERMINATION OF THE SERVICE
SOLIX reserves the right to suspend or terminate your access to the Service at any time in our sole discretion if a) you are in breach of these Terms; or b) your use of the Services could cause a risk of harm or loss to Solix or our other users; or c) Solix declines to renew your Subscription Period.
When reasonable and as permitted by law, Solix will provide you reasonable advance notice of this change as well as an opportunity to correct any actions that led to our decision. Solix will not be able to provide this advance notice if you are in material breach of these Terms, or if such notice would lead to civil or criminal liability for Solix, or if providing notice would compromise our ability to provide the Services to our other users. For the avoidance of doubt, Solix may still make a determination that it does not want to continue offering you access to the Service at any time for any or no reason.
You understand that if your account is suspended or terminated, you may no longer have access to the Content that is stored with the Services.
Upon termination you may request access to your Content, which we will make available, except in cases where we have terminated your account due to your violation of these Terms or the Acceptable Use Policy terms. You must make such request within fourteen (14) days following termination otherwise, any Content you have stored with the Services may not be retrievable and we will have no obligation to maintain Content stored in your account after this fourteen (14) day period.
10. THIRD-PARTY PRODUCTS OR SERVICES
ECS may make available to you optional third-party applications, services or products, for use in connection with the Services (“Third-Party Products”). These Third-Party Products are not necessary for the use of the Services and your use of the Third-Party Products (and any exchange of any information, content, license, payments etc.) is solely between you and the applicable third-party provider. If you have any questions or concerns regarding the Third-Party Products, then please contact the applicable third-party provider. Solix makes no warranties of any kind and assumes no liability of any kind for your use of such Third-Party Products.
14. PROPRIETARY RIGHTS
- Reservation of Rights: Except as expressly set forth herein, the Terms does not grant (i) Solix any Intellectual Property Rights on Customer Data or (ii) Customer any Intellectual Property Rights in the Services or Solix trademarks and brand features. "Intellectual Property Rights" means current and future worldwide rights under patent, copyright, trade secret, trademark, moral rights and other similar rights.
- Limited Permission: Customer grants Solix only the limited rights that are reasonably necessary for ECS to offer the Services (e.g. hosting Stored Data). This permission also extends to our affiliates and trusted third parties that ECS works with to offer the Services (e.g. payment provider used to process payment of fees).
- Suggestions: Solix may, at its discretion and for any purpose, use, modify and incorporate into its products and services, licence and sub-licence, any feedback, comments or suggestions that Customer or End Users send ECS or post in ECS’s forums without any obligation to Customer.
- Customer List: ECSmay include Customer's name in a list of ECScustomers on the ECS website or in promotional materials.
15. SERVICES “AS IS”
We strive to provide great Services, but there are certain things that we can't guarantee. TO THE FULLEST EXTENT PERMITTED BY LAW, Solix AND ITS AFFILIATES, SUPPLIERS AND DISTRIBUTORS MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT THE SERVICES. THE SERVICES ARE PROVIDED "AS IS." WE ALSO DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Some places don’t allow the disclaimers in this paragraph, so they may not apply to you.
To the extent not prohibited by law, you will defend Solix against any cost, loss, damage, or other liability arising from any third party demand or claim that any Content or information provided by you, or your use of the Services: (a) infringes a registered patent, trademark, copyright, or another intellectual property right of a third party, or misappropriation a trade secret (to the extent that such misappropriation is not the result of Solix’s actions); or (b) violates applicable law or these Terms. Solix will reasonably notify you of any such claim or demand that is subject to your indemnification obligation of which it becomes aware.
17. LIMITATION OF LIABILITY
TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL YOU OR SOLIX AND ITS AFFILIATES, RESELLERS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR LICENSORS BE LIABLE FOR: ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, REVENUE, GOODWILL, USE OR CONTENT) HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, BUSINESS INTERRUPTION, LOSS OF OPPORTUNITY, WARRANTY, NEGLIGENCE OR OTHERWISE, EVEN IF SOLIX HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES.
THE AGGREGATE LIABILITY OF YOU OR SOLIX AND ITS AFFILIATES, OFFICERS, RESELLERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS, RELATING TO THE SERVICES, SAVE IN RESPECT OF LIABILITY ARISING UNDER SECTION 16 OF THESE TERMS, WILL BE LIMITED TO THE GREATER OF: (A) ONE AND A HALF (1.5) TIMES THE MOST RECENT MONTHLY OR YEARLY FEE THAT YOU PAID FOR THAT SERVICE; OR (B) ONE HUNDRED DOLLARS ($100 U.S.D.). THE LIMITATIONS AND EXCLUSIONS ALSO APPLY IF THIS REMEDY DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE.
THE LIMITATION OR EXCLUSION OF INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES WILL NOT APPLY TO YOU TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
IN COUNTRIES WHERE THE ABOVE TYPES OF EXCLUSIONS AND LIMITATIONS AREN’T ALLOWED, WE’RE RESPONSIBLE TO YOU ONLY FOR LOSSES AND DAMAGES THAT ARE A REASONABLY FORESEEABLE RESULT OF OUR FAILURE TO USE REASONABLE SKILL AND CARE OR OUR BREACH OF OUR CONTRACT WITH YOU.
NOTHING IN THESE TERMS AFFECTS CONSUMER RIGHTS THAT CANNOT BY LAW BE WAIVED OR LIMITED BY ANY CONTRACT OR AGREEMENT.
Nothing in these Terms shall exclude or limit the liability of you or Solix and its affiliates, officers, employees, agents, licensors, resellers, suppliers and distributors for death or personal injury, fraud, fraudulent misrepresentation or any liability that cannot be excluded or limited by law.
The provisions of this “Limitation of Liability” section allocates the risks under these Terms between you and Solix, and you and Solix have relied on these limitations in determining whether to enter into these Terms and the pricing for the Services.
18. DISPUTE RESOLUTION AND GOVERNING LAW
If you reside in the United States, you agree that the Terms, and your relationship with Solix will be governed by the laws of the State of California, U.S.A. regardless of conflict of laws principles. We both agree that the United Nations Convention on Contracts for the International Sale of Goods, the Uniform Commercial Code, the Uniform Computer Information Transactions Act, and any law effectuating these conventions do not apply to these Terms. We both agree that all of these claims can only be litigated in the federal or state courts in Santa Clara County, California, USA and we each agree to personal jurisdiction in those courts. However, you agree that Solix can apply for injunctive remedies in any jurisdiction.
To the extent that the following provision is not in conflict with applicable law, you may only resolve disputes with us on an individual basis and may not bring a claim or proceed in a group arbitration proceeding as a plaintiff or a class member in a class, consolidated, or representative action.
You must comply with all domestic and international export laws and regulations that apply to your use of the Services, such as software. These laws include restrictions on destinations, end-users, and end-use.
19. FREE TRIALS
You can sign-up for a trial for some of the Services and your trial period starts on the day you create the trial account and lasts for 30 days. If you are on a trial, you may cancel at any time until the last day of your trial. If you do not wish to incur charges, you must cancel the account by the end of the 30th day.
If you do not cancel your account and we have told you the account will be converted to a paid subscription at the end of the trial period, then you authorize us to charge your credit card for that specific Service. You may, however, cancel your subscription before the next billing cycle in accordance with these Terms, but no credits or refunds will be available.
20. FEE FOR PAID SERVICES
ECS offers both free and paid Services. If you choose to subscribe to a paid Service, you agree to pay the fees ("Fees") as quoted to you when you purchase that Service. We may calculate taxes payable by you based on the billing information that you provide us at the time of purchase. You are responsible for all charges related to using the purchased Service (for example, data charges and currency exchange settlements). You will pay the Fees in the currency Solix quoted at the time of purchase. Solix reserves the right to change the eligible currencies at any time, except where not permitted by applicable law.
Solix reserves the right to change its prices at any time, however, if we have offered a specific duration and Fee for your use of the Service, we agree that the Fee will remain in force for that duration. After the offer period ends, your use of the Service will be charged at the then-current Fee(s). If you don't agree to these changes, you must stop using the Service and cancel via email to ECS@solix.com (with cancellation confirmation from a Solix representative). If you cancel, your Service ends at the end of your current Service period or payment period, and no refunds for previously paid services will be issued.
If you do not cancel in accordance with these Terms, the subscription for the Service will automatically renew at the then-current price and term length for the next subscription period. We will charge your credit card on file with us on the first day of the renewal of the subscription period.
21. SUBSCRIPTION PERIOD
A monthly subscription plan (“Monthly Subscription Plan”): The subscription period for the Monthly Subscription Plan will be for one month and will automatically renew (without the need to go through the Services-interface “check-out” or execute a renewal order form) unless you cancel your monthly subscription Plan at least three (3) business days prior to the renewal date. You will be billed on or about the same day each month until such time that you cancel. The amount you will be billed will be based on the storage and services you have subscribed to.
A Reserved subscription plan (“Reserved Subscription Plan”): The subscription period for the Reserved Subscription Plan will be for one more years and will automatically renew (without the need to go through the Services-interface “check-out” or execute a renewal Order Form) for additional periods equal to one (1) year each year on the anniversary unless you cancel at least three (3) business days prior to your renewal date. You will be billed annually upfront for the committed (Reserved) Storage and services on or about the same day each year until such time that you cancel. Note that under the Reserved Subscription Plan you will not be permitted to cancel, downgrade from the plan you have selected until the anniversary date. You can however, purchase additional storage and users as needed at any point in time. Be aware that you are committing to a one-year plan; if you are not certain, we recommend choosing the Monthly Subscription Plan.
If you select the Monthly Subscription Plan, you can switch to the Reserved Subscription Plan at any time. If you select the Reserved Subscription Plan, you may not change to the Monthly Subscription Plan until the end of the one-year term of your Reserved Subscription Plan.
Where required by law, you may have a legal right to cancel your subscription, pursuant to Section 20, during the prescribed time frame of your initial subscription period. If you are entitled to this right by law, your cancellation request will be processed within three (3) business days, and you will receive a prorated refund of any unused prepaid fees.
22. METERED BILLING
There will be services and plans that ECS offers, that are consumption based. When you select such services or subscription plans, you will be billed based on the Max or the highest value of service units consumed in the subscription period.
If you select a paid Service, you must provide us with current, complete, accurate and authorized payment method information (e.g. credit card information). You authorize us to charge your provided payment method for the Services you have selected and for any paid feature(s) that you choose. We may bill: (a) in advance; (b) at the time of purchase; (c) shortly after purchase; or (d) if you have elected a subscription service, on a recurring basis at the end or beginning of the service.
To the extent Solix has not received your payment, in order to bring your account up to date, we may bill you simultaneously for both past due and current amounts. If you do not cancel your account, we may automatically renew your Service(s) and charge you for any renewal term. You understand that failure to pay any charges or fees may result in the suspension or cancellation of your Services.
24. GENERAL TERMS
Entire Agreement: These Terms apply to the maximum extent permitted by relevant law. If a court holds that we cannot enforce a part of these Terms as written, you and we will replace those terms with similar terms to the extent enforceable under the relevant law, but the rest of these Terms will remain in effect. This is the entire contract between you and us regarding the Service. It supersedes any prior contract or oral or written statements regarding your use of the Services.
Waiver, Severability & Assignment: Solix’s failure to enforce a provision is not a waiver of its right to do so later. If a provision is found unenforceable, the remaining provisions of the Terms will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights under these Terms, and any such attempt will be void. Solix may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services.
25. CHANGES TO THESE TERMS