ZOOBLA STANDARD SERVICE AGREEMENT

This is an Agreement between Zoobla, LLC (a limited liability company formed in Delaware), which in the rest of this Agreement is called “us” or “our” or “we,” and a User of our service, which in the rest of this Agreement is called “you” or “your”.

BACKUP SERVICE

In accordance with the terms and conditions set forth in this Service Agreement, we agree to provide you the ability to store and retrieve your computer and video files from our storage facilities (using a public Internet connection that you provide) and certain software/hardware we provide may get installed on your computer(s) or your facility(s). We also offer an optional capability that allows you, at your own risk, to use this same software/hardware we provide to store and retrieve additional computer files from storage facilities you alone provide. We refer to this capability as backing up to “cloud” storage and it is available as an option only to paid users of our regular backup service. Backup and other additional data protection services we provide to you rely heavily on the use of third-party software products which execute on your computer systems or your surveillance system (s). You expressly acknowledge receipt of and agree to be bound by terms and conditions found in the end user license agreements for the software/hardware products which are included at the end of this document.

PAYMENT FOR SERVICE

You agree to qualify for service by means of a valid credit card, or by another payment method we agree to prior to the start of service. You agree to pay for the ability to use our service for a minimum term of 30 days beginning on the date the service is made available for your use and renewing automatically until terminated (see Termination below). The minimum billing is for one month’s service. We offer prepaid service contracts of varying durations, some of which may be discounted, and are strictly non-refundable. Irrespective of the service duration you select, if service is terminated for any reason other than our breach, we will make no pro-rata adjustments or refunds of any previously paid fees. The rate we charge you may vary according to your specific needs, primarily the amount of disk storage available for your use and the number of computers that are authorized to use the service. In the event that your account remains unpaid at any time for more than thirty (30) days, we shall have the right to charge interest on the past due amount at an interest rate not to exceed one and one-half percent (1.9%) per month to be calculated monthly on the past due amount together with accumulated interest. You agree to pay, a service fee of $45 per bounced check (or failed electronic funds transfer) if for any reason your financial institution does not pay us. If you pay us by credit card, and we subsequently receive an errant chargeback against your card, you agree for us to reprocess your charge along with an additional $30 service fee.

DAMAGES EXCLUSION AND WARRANTY DISCLAIMER

We rightfully claim that the use of our services will greatly increase the likelihood that your files or videos that get lost, damaged, or destroyed may be successfully restored from a backup copy you have stored on our service. We will always do our best to use effective methods of storage and to make the contents of this storage readily available to you. Still, WE MAKE NO GUARANTEE OR WARRANTY THAT THE SYSTEM AND SERVICES WILL AVERT, AVOID OR PREVENT THE LOSS OF FILES, DATA, VIDEO OR INFORMATION THAT WE MAINTAIN. Any combination of natural disaster, technological failures and/or human activities may cause us to lose our copies of your files, although we believe the chances of loss to be extremely small. It is also true that you, not we, are solely responsible for the selection of which files, folders, or other information you desire the backup software to copy to our storage facilities. You are also responsible for ensuring that the backup software configuration is updated any time that changes occur on your computer or to the location(s) where you store information that you desire backed up. The software may not be able to make a copy of files or folders where it is denied access by the operating system of your computer, the NVR system, or your camera system– something we have no control over. Therefore, if your computer does not provide the software with access to the selected information, we cannot backup this information.  Still, we will help you by phone and provide remote technical support to assist you in configuring the software, to the greatest degree possible, so that it does the right backups. We normally include this type of support service at no additional cost. But the decision to ask for our assistance when needed is ultimately yours.  You acknowledge that the services rendered and the system as a whole are complex and may not be error-free. You do not desire this agreement to provide full insurance for loss, damage, or injury because it would be unaffordable, and also, we are not an insurance carrier. Therefore, you agree that WE ARE NOT LIABLE, nor are our officers, members, contractors or employees liable, to you for damages. The DAMAGES EXCLUDED ARE: direct or indirect damages for personal injury or death, direct or indirect damages for loss of physical property, incidental damages, direct or indirect damages for loss of business profits, business interruptions, loss of business information or any other pecuniary loss, direct or indirect damages  of any other description, damages that have in any way to do with the backup service we provide or to do with installing, adjusting, configuring or in any other way dealing with the software that we will or have installed on your computer(s). This damages exclusion applies whether the allegation is for a breach of contract or warranty, negligence or any other tort, alleged breach of statute or any other allegation.

CHANGES IN SERVICE FEES OR OTHER TERMS

From time to time and at our sole discretion we may increase the fees we collect from you for providing service. We must notify you of such an increase by electronic mail at least 30 days before the effective date of the rate change. If you are unwilling to pay the increased charges, you may terminate this Agreement upon giving us notice, by either email or letter, and discontinuing use of the service at the end of the current contract term. If you continue to use the service, we will conclude you accept and agree to pay any revised service fees. We may be required to collect government mandated taxes from you in the future. These may be called sales tax, property tax, telecommunication tax or otherwise. Whatever called, if the taxes are a specific result of us serving you, we will automatically add these taxes to your bill, and you agree to pay them. We may also from time to time and at our sole discretion change the terms of this Agreement. We must notify you of such a change by electronic mail at least 30 days before the effective date of the change. If you are unwilling to abide by the changes we make, you may terminate this Agreement upon giving notice by email or letter and discontinuing use of the service at the end of the current contract term. Every time your computer completes a backup using our service, we will attempt to send an email to the address(es) you designate. Reading this email will help you to know whether things are happening as they should. 

ASSIGNABILITY

We shall have the right to assign this agreement to any person, firm, or corporation to be carried out. You may assign this Agreement to a different user with written notice to us including proper billing instructions for the new user. Such user assignment shall be effective when we approve of the new user’s credit card, financial statement or with its prepayment of required service fees.

INTERNET CIRCUITS

You are responsible for the cost, connection, installation, maintenance and all other aspect of all Internet communication circuits required for data file transmission and system access. All data files are transmitted over Internet circuits, which are wholly beyond our control and jurisdiction, and are maintained by the communication companies (often called Internet Service Providers or ISPs) engaged for service by you. If these Internet circuits are not functional for any reason, backup data files may not accurately or completely reach our facility or equipment. We cannot be responsible for the continued operation of these circuits, nor the reliability of the data files being sent over them.

SUSPENSION OF SERVICE

We may immediately, and without prior notice to you, suspend your access to the service if a court of apparently competent jurisdiction so orders us.  In such a case, unless ordered otherwise, we will suspend your ability to do backups and restores. While your service is suspended, we will preserve your data that we hold. We may also suspend your service if we believe, in our sole discretion, that your use is abusive to our system. Instances of abuse may include, but are not limited to, storage levels chronically beyond those included in your service package or data transmission rates and/or durations that are excessive. In such a case we will notify you as promptly as possible and preserve your data that we hold for up to thirty (30) days as needed to resolve the abuse situation.

COMPLETE AGREEMENT

This document, along with any specified addendum, is a complete Agreement. Any representation, promise, condition, inducement, or warranty, express or implied, oral or written, unless expressed in writing in this Agreement or any addendum thereto, shall not bind either of us, and the terms and conditions hereof apply as printed without alteration or qualifications except as specifically here in writing.

SEVERABILITY

If a court of competent jurisdiction declares any part of this Agreement void, that shall not nullify the balance of this Agreement, which shall remain in full force and effect.

LITIGATION AND CHOICE OF LAW

This Agreement shall not be binding on us unless we show acceptance by notifying you that we have accepted, which normally happens when we are able to charge your credit card or we receive payment via check and email you a paid receipt.
INSTALLATION AND SUPPORT. You and/or your Service Provider are solely responsible for the installation and maintenance of the Software, and for the proper installation, configuration, and operation of the software and the hardware, supporting software, and services upon which the Software relies. You and/or your Service Provider are solely responsible for the configuration and operation of the Software. You are responsible for selecting the correct settings software. The Software is delivered with certain default settings which may not be appropriate for all Clients. TECHNICAL SUPPORT. Your Service Provider will provide technical support for the Software through whatever means it uses. The Licensor is NOT responsible, and will not provide, Technical Support directly to Clients. Product support for the SOFTWARE is provided by the Service Provider For product support, please refer to your Service Provider’s telephone number or web site.

Limitation of Liability.

DISCLAIMER OF CERTAIN DAMAGES. END USER UNDERSTANDS AND AGREES THAT IN NO EVENT SHALL ZOOBLA BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SOFTWARE, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT ZOOBLA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THIS EULA, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE THE SOFTWARE; (2) DATA END USER SUBMITS THROUGH THE SOFTWARE; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF END USER’S TRANSMISSIONS OR DATA; OR (4) ANY OTHER MATTER RELATED TO THE SOFTWARE.

Confidential Information It is expected that the parties will disclose to each other certain confidential information (“Confidential Information”) and each party recognizes the value and importance of the protection of the other’s Confidential Information. All Confidential Information of one party (the “Disclosing Party”) that is disclosed to the other party (“Recipient”) shall remain the sole property of the Disclosing Party (or its licensors), which shall own all rights, title, interest and intellectual property rights therein. Only information which is identified as confidential pursuant to the next paragraph shall be deemed Confidential Information hereunder, except that End User agrees and acknowledges that, in all cases, the Software constitutes ZOOBLA’s Confidential Information.

A Disclosing Party may designate information as confidential by: (a) marking written information or other physical media as “Confidential” prior to disclosure; (b) indicating in the visual display of a program that the program is confidential; (c) identifying oral information as confidential at the time of disclosure to Recipient, or (d) notifying the Recipient in writing prior to disclosure that certain specifically identified types of information are considered to be confidential.

Limitation of Liability.

DISCLAIMER OF CERTAIN DAMAGES. END USER UNDERSTANDS AND AGREES THAT IN NO EVENT SHALL ZOOBLA BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SOFTWARE, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT ZOOBLA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THIS EULA, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE THE SOFTWARE; (2) DATA END USER SUBMITS THROUGH THE SOFTWARE; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF END USER’S TRANSMISSIONS OR DATA; OR (4) ANY OTHER MATTER RELATED TO THE SOFTWARE.

Confidential Information It is expected that the parties will disclose to each other certain confidential information (“Confidential Information”) and each party recognizes the value and importance of the protection of the other’s Confidential Information. All Confidential Information of one party (the “Disclosing Party”) that is disclosed to the other party (“Recipient”) shall remain the sole property of the Disclosing Party (or its licensors), which shall own all rights, title, interest and intellectual property rights therein. Only information which is identified as confidential pursuant to the next paragraph shall be deemed Confidential Information hereunder, except that End User agrees and acknowledges that, in all cases, the Software constitutes ZOOBLA’s Confidential Information.

A Disclosing Party may designate information as confidential by: (a) marking written information or other physical media as “Confidential” prior to disclosure; (b) indicating in the visual display of a program that the program is confidential; (c) identifying oral information as confidential at the time of disclosure to Recipient, or (d) notifying the Recipient in writing prior to disclosure that certain specifically identified types of information are considered to be confidential.