> Data Backup Terms of Service

1. Acceptance and Consent to Process Data

A. Acceptance of Terms: By clicking "I Agree" or by creating an account and using the Services, you acknowledge that you have read, understood, and agree to be bound by all the terms and conditions of this Agreement.

B. Consent to Process Sensitive Data: You acknowledge that the files, data, and other content you choose to back up using the Services ("User Content") may contain "Sensitive Data" as defined by the Virginia Consumer Data Protection Act (Va. Code § 59.1-575), including but not limited to information revealing racial or ethnic origin, religious beliefs, health diagnoses, or precise geolocation. The processing of this Sensitive Data is an essential and integral part of providing the backup and recovery Services to you.

By separately checking the "Sensitive Data Consent" box during the registration process, you provide your explicit, specific, and unambiguous consent for the Company to process any Sensitive Data contained within your User Content, solely for the purposes of providing the backup, storage, and recovery Services as described in this Agreement and our Privacy Policy.

2. User Accounts and Security

A. Account Creation: You must register for an account to use the Services. You agree to: (a) provide true, accurate, current, and complete information as prompted by the registration form; and (b) maintain and promptly update this information to keep it true, accurate, current, and complete.

B. User Responsibilities: You are responsible for safeguarding the password and any other credentials used to access your account ("Access Credentials"). You agree not to disclose your Access Credentials to any third party. You are solely and fully responsible for all activities that occur under your account, whether or not you have authorized such activities. You must immediately notify the Company of any unauthorized use of your account.

C. Data Encryption, Password Resets, and User Responsibilities: The Services encrypt your User Content on your device before it is sent to our servers. The encryption keys used to protect your data are derived from your account password. By default, we do not have a copy of your password and therefore have no way to access your encrypted data.

You will have the option within the service's software to "Allow administrator to reset password." This setting is disabled by default.

WARNING: IF YOU DO NOT ENABLE THIS PASSWORD RESET OPTION AND YOU FORGET YOUR PASSWORD, YOUR DATA WILL BE PERMANENTLY AND IRRECOVERABLY LOST. WE HAVE NO WAY TO RECOVER YOUR PASSWORD, AND IF YOUR PASSWORD IS LOST, YOUR DATA CANNOT BE DECRYPTED.

If you choose to enable the "Allow administrator to reset password" option, you acknowledge and agree that this gives our support personnel the technical ability to reset your password and subsequently decrypt your data to assist you.

D. Disclosure of Data to Law Enforcement: We are committed to our users' privacy and the security of their data. In our default configuration, we have no technical ability to decrypt your User Content. However, if you enable the "Allow administrator to reset password" feature, you acknowledge and agree that this creates a technical means by which the Company can decrypt your data. Therefore, if we receive a legally binding warrant, court order, or other lawful request from a government or law enforcement agency for your User Content, and you have enabled this feature, we may be compelled to use our access to your account to decrypt and provide your data to such an agency. We will provide you with notice of such a request unless we are legally prohibited from doing so.

3. Prohibited Use: HIPAA and Healthcare Data

The Services are not designed or intended for compliance with the Health Insurance Portability and Accountability Act (HIPAA). You are strictly prohibited from using the Services to store, transmit, or process "protected health information" (PHI) as defined by HIPAA. The Company will not, and is unable to, sign any "Business Associate Agreement" or accept any obligations under HIPAA. It is your sole responsibility to ensure that your use of the Services complies with all applicable laws, and you agree not to use the Services for any purpose that would require HIPAA compliance. Any account found to be in violation of this provision will be subject to immediate termination.

4. User Content and License Grant

A. Ownership: All User Content backed up by you to the Services is and remains your property. We do not claim any ownership rights in your User Content.

B. Limited License to the Company: To enable us to provide the Services, you grant the Company a limited, worldwide, non-exclusive, royalty-free, revocable license to store, reproduce, and transmit your User Content. This license is strictly limited as follows:

• File Content: By default, our zero-knowledge architecture means we do not have the technical ability to access, view, or decrypt the substance of your User Content. However, if you enable the "Allow administrator to reset password" feature as described in Section 2(C), you acknowledge that this license expands to grant the Company the technical ability to access your data for the limited purposes of providing support and complying with lawful requests as described in Section 2(D).
• File and Folder Names: To facilitate technical support and backup configuration, the "Allow administrator to view file names remotely" setting is enabled by default. As long as this setting is enabled, you grant us the right to view the names and paths of your files and folders. You may disable this setting at any time.

C. Your Responsibility for User Content: You are solely responsible for your User Content and the consequences of storing or transmitting it. The Company has no obligation to monitor your User Content, including file names or file content (even if access is technically possible through the features you enable).

5. Acceptable Use Policy

You agree not to misuse the Services. Prohibited activities include, but are not limited to:

• Probing, scanning, or testing the vulnerability of any system or network;
• Breaching or otherwise circumventing any security or authentication measures;
• Accessing, tampering with, or using non-public areas of the Service;
• Interfering with or disrupting any user, host, or network;
• Storing or sharing material that is fraudulent, defamatory, or that violates the privacy or intellectual property rights of others;
• Violating the law in any way, including storing or sharing material that is illegal, such as child sexual abuse material;
• Using the Services in a manner that would violate the prohibition on storing Protected Health Information as described in Section 3.

Violation of this policy may result in the immediate suspension or termination of your account at the Company's sole discretion.

6. Payments and Subscriptions

A. Fees: You agree to pay all applicable fees for the Services as described on our website at the time of your selection or as otherwise specified in a separate written agreement between you and the Company.

B. Billing and Automatic Renewal: Subscriptions are billed in advance on a recurring basis. YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW AT THE END OF EACH BILLING CYCLE UNLESS YOU CANCEL IT. You authorize us to charge your payment method for the renewal term.

C. Cancellation: You must notify the Company to cancel your subscription. Cancellation requests must be made by contacting us via telephone or email. For security, we may need to verify your identity before processing a cancellation request. Cancellation may take up to seven (7) business days to process. The cancellation will take effect at the end of the current billing cycle. NO REFUNDS WILL BE PROVIDED FOR ANY PARTIAL SUBSCRIPTION PERIODS.

7. Term and Termination

This Agreement will remain in effect until terminated by you or the Company. You may cancel your subscription and terminate this Agreement at any time by following the procedure in Section 6.C.

The Company may suspend or terminate your access to the Services at any time, with or without cause or notice, including for a breach of this Agreement.

Upon any termination, discontinuation, or cancellation of Services or your account, your encrypted User Content will be scheduled for deletion and permanently removed from our systems during the next automated retention pass performed by the backup server. It is your sole responsibility to retrieve your User Content prior to termination.

Provisions that by their nature should survive termination will survive, including, but not limited to, ownership provisions, warranty disclaimers, indemnity, limitations of liability, and governing law provisions.

8. Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY EXPLICITLY DISCLAIMS ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

THE COMPANY MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. THE COMPANY MAKES NO WARRANTY THAT ALL USER CONTENT WILL BE AVAILABLE OR RESTORABLE. DATA LOSS CAN OCCUR FOR REASONS INCLUDING, BUT NOT LIMITED TO: (i) THE LOSS OF YOUR PASSWORD; (ii) FAILURE TO MAINTAIN A CONTINUOUS INTERNET CONNECTION DURING BACKUP; (iii) CORRUPTION OF USER CONTENT PRIOR TO BACKUP; OR (iv) FAILURE TO PERIODICALLY TEST YOUR RESTORES.

YOU ARE SOLELY RESPONSIBLE FOR THE ADEQUATE PROTECTION AND BACKUP OF YOUR DATA AND/OR EQUIPMENT, INCLUDING THE SECURITY OF YOUR PASSWORD.

9. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA), WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF THE COMPANY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

IN NO EVENT SHALL THE COMPANY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES EXCEED THE GREATER OF (A) THE TOTAL AMOUNT OF FEES PAID OR PAYABLE BY YOU TO THE COMPANY FOR THE USE OF THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY, OR (B) ONE HUNDRED U.S. DOLLARS ($100.00).

10. Indemnification

You agree to defend, indemnify, and hold harmless the Company, its affiliates, and its licensors, and their respective officers, directors, employees, contractors, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (a) your use of and access to the Services; (b) your violation of any term of this Agreement; or (c) your violation of any law or the rights of a third party.

11. Governing Law and Venue

This Agreement and any action related thereto will be governed by the laws of the Commonwealth of Virginia, without regard to its conflict of laws provisions.

The exclusive jurisdiction and venue for any legal action or proceeding arising out of or related to this Agreement or the Services shall be the state and federal courts located in Newport News, Virginia, and each party waives any objection to jurisdiction and venue in such courts.

12. General Provisions

A. Entire Agreement: This Agreement, together with the Privacy Policy, constitutes the entire and exclusive understanding and agreement between the Company and you regarding the Services, and supersedes and replaces any and all prior oral or written understandings or agreements.

B. Severability: If any provision of this Agreement is held to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect.

C. No Waiver: The failure of the Company to enforce any right or provision of this Agreement will not be considered a waiver of such right or provision.

D. Assignment: You may not assign or transfer this Agreement, by operation of law or otherwise, without the Company's prior written consent. The Company may freely assign or transfer this Agreement without restriction.

E. Changes to Terms: We may modify this Agreement at any time. If we do so, we will provide notice by posting the modified Agreement on our website or through other communications. It is important that you review the Agreement whenever we modify it because if you continue to use the Services after we have posted the modified Agreement, you are indicating to us that you agree to be bound by the modified terms.

13. Contact Information

If you have any questions about this Agreement, please contact us.