Document updated May 25, 2012 By using IOWA, LLC’s Wiredrive (“Wiredrive”, “we” or “our”) Services (defined below), you agree to the following terms and conditions (“Terms of Service“).
We reserve the right to change these Terms of Service at any time. You are encouraged to check our Terms of Service from time to time for updates that could affect you. If you do not agree to these Terms of Service now or in the future, your only option is to stop using the Services; by continuing to use the Services you accept any revised Terms of Service then in effect. If you have any questions, please email us at firstname.lastname@example.org.
2.1 — The “Services” are the Wiredrive services we provide to you as described in your current Customer Order Form, including without limitation our online services for uploading, managing, and presenting rich media files.
2.2 — We grant you a limited license to access and use the Services during the Term (defined in your current Customer Order Form) via the Internet subject to our Terms of Service.
You will provide us with your legal company name, street address, email address, and name and telephone number, together with your authorized billing contact and administrative liaison. Please update your information promptly by emailing email@example.com.
The Services let you create various categories of users (“Users”), including without limitation, administrators (“Administrative Users”) who have full Services functionality, and other categories that have more restricted access (“Other Users”). You may use and provide access to the Services only for the purposes of your own business, which includes providing access for your clients and collaborators (all of which are deemed “Users” under your account) to your content and projects. You are responsible for the actions of all Users to whom you grant access to the Services.
“Customer Data” means your content, text, and other information that you and your Users may use or upload in connection with the Services.
5.1 — You are responsible for the quality, reliability, and appropriateness of and copyright permissions for Customer Data. We obtain no ownership rights in your Customer Data. As between you and us, Customer Data will remain your property to the full extent provided by law.
5.2 — We will use commercially reasonable security measures designed to secure your data from accidental loss and unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your data for improper purposes. You understand that Internet technologies have the inherent potential for disclosure and that you provide any personal or sensitive information at your own risk.
5.3 — Subject to these Terms of Service, you grant us a non-exclusive license to use, copy, store, transmit, encrypt, decrypt, and display Customer Data only as reasonably necessary to provide and maintain the Services. However, we may aggregate anonymous data regarding use and functioning of our system by you and customers, and such aggregated data will be our property.
Your Administrative Users may authorize usernames and passwords for your use of the Services – you are responsible for the security and confidentiality of these usernames and passwords. You agree to notify us immediately of any unauthorized use of any username, password and/or account, or any other known or suspected breach of our security. We may occasionally reset user passwords, with the user’s consent, in order to provide technical support. We will never ask for existing usernames and passwords.
7.1 — This agreement does not authorize you to resell any of the Services, although you may charge your clients to access the Services under your account as a ‘pass-through charge,’ so long as their use of the Services is otherwise consistent with these Terms of Service. You cannot use or authorize others to use the Services in any way that competes with us or adversely affects our business. Unless allowed by our Terms of Services, you may not sublicense or resell the Services or supply the Services for the benefit of any other person or company. (If you are interested in being a reseller of the Services, contact Wiredrive at firstname.lastname@example.org.)
7.2 — You agree not to use (or allow any of your Users to use) the Services to upload, share or display any material that is illegal, misleading, defamatory, or obscene, infringing of any third party proprietary rights, invasive of personal privacy, or otherwise objectionable (collectively, “Objectionable Matter”). We reserve the right (but will not be obligated) to remove any Customer Data that we believe is Objectionable Matter. We will try to give you at least five (5) business days’ prior notice before such removal, but we may act more quickly if we reasonably believe that more rapid action is appropriate. You and your Users must comply with all applicable laws regarding Customer Data and use of the Services.
7.3 — We reserve the right to suspend or terminate immediately your account and/or any of your User accounts due to violation of these Terms of Service or if use of such accounts are disruptive or cause harm to our computers, systems or infrastructure or to other parties, or are in violation of state or federal laws regarding “spam,” including, without limitation, the CAN-SPAM Act of 2003.
7.4 — You agree not to do (and to prevent your Users from doing) any of the following: (i) engage in any act that we deem to be in conflict with the spirit or intent of the Services, including but not limited to circumventing or manipulating these Terms of Service; (ii) make improper use of our customer support services, including submitting false abuse reports; or (iii) use the Services in connection with anything illegal, or do anything that promotes the violation of any law or regulation; (iv) use automation software, bots, hacks, mods or any unauthorized third-party software designed to modify or interfere with the Services; (v) use the Services in order to design or assist in the design of automation software, bots, hacks, mods or any other unauthorized third-party software designed to modify or interfere with the Services; (vi) without our express written consent, modify or cause to be modified any files that are a part of the Services; (vii) disrupt, overburden, or aid or assist in the disruption or overburdening of any computer or server used to support the Services; (viii) become involved in any type of attack, including without limitation distribution of a virus, denial of service attacks, or other attempts to disrupt the Services or any other person’s use or enjoyment of the Services; or (ix) attempt to gain unauthorized access to the Services, other customer accounts, servers, or networks connected to the Services by any means other than the licensed user interface provided by us, including but not limited to, by circumventing or modifying, attempting to circumvent or modify, or encouraging or assisting any other person to circumvent or modify, any security, technology, device, or software that is part of the Services.
7.5 — You agree not to (or cause any other person or company to) reverse engineer the Services or our software or technology. You agree not to use or access the Services to: (a) build a competitive product or service, (b) make or have made a product using similar ideas, features, functions or graphics of the Services, (c) make derivative works based upon the Service or any Wiredrive content, or (d) copy any features, functions or graphics of the Services or the Wiredrive content. You will not “frame” or “mirror” the Services. You may only use the Services and/or the Wiredrive content as expressly permitted in these Terms of Service.
We and our suppliers retain all rights in the Services; these Terms of Service grant no ownership rights in the Services to you or your Users. No license is granted to you except as expressly stated herein. Our business name, logo, and the product names associated with the Services are trademarks of Wiredrive or third parties, and you may not use them without our prior written consent. We and our suppliers reserve all rights to content, trademarks and other intellectual property (other than Customer Content) on the Services.
We promise that that the Services will be running and available for you to use via the Internet (“Internet Available”) at least 99.9% percent of each calendar month of the Term, excluding scheduled maintenance, or technical or connectivity failures of networks not owned or operated by us. For these purposes, unavailability is measured from the time that you submit a technical service request to email@example.com until the time that the Services become Internet Available. If this standard is not met in any given month (“Downtime Event”), then you will receive, upon your request made within thirty (30) days of the Downtime Event, a credit equal to 100% percent of the following month’s service fee under your Customer Order Form.
Each party represents and warrants that it has the legal power and authority to enter into this agreement. You represent and warrant that your billing and other information provided to us is and will be correct and complete.
12.1 — We will defend, indemnify, and hold you (and your officers, directors, employees and agents) harmless from and against all costs, liabilities, losses, and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) arising from any third party claim, suit, action, or proceeding arising from the actual or alleged infringement of any copyright, patent, trademark, or misappropriation of a trade secret by the Services (not including any Customer Data). In case of such a claim, we may, in our discretion, get a license that will protect you against such claim at no cost to you, replace the Services with a non-infringing alternative, or if we think such remedies are impractical, we may terminate the Services without fault. If we terminate the Services, you will receive a pro-rata refund of any prepaid service fees. This Section contains your only remedies for claims alleging infringement by us.
12.2 — You will defend, indemnify, and hold us (and our officers, directors, employees and agents) harmless from and against all Losses arising out of or in connection with any: (A) claim, suit, action, or proceeding by a third party (i) alleging that the Customer Data or other data or information supplied by you or your User(s) has harmed or infringes any third party rights, or (ii) arising out of actual or alleged breach of Section 7 (Passwords and Access) or Section 8 (Appropriate Use of the Services) above; or (B) third party subpoena or compulsory legal order or process that seeks Customer Data and/or other information or data relating to you including, without limitation, prompt payment to us of all costs (including attorneys’ fees) we incur as a result. In case of such subpoena or compulsory legal order or process, you also agree to pay us for our staff time in responding to such third party subpoena or compulsory legal order or process at our then-applicable hourly rates.
12.3 — If a claim is subject to indemnification hereunder, the party that is indemnified (“Indemnitee”) will provide the indemnifying party (“Indemnitor”) reasonably prompt notice of the relevant claim. Indemnitor will defend and/or settle, at its own expense, any demand, action, or suit on any claim subject to indemnification under this agreement. Each party will cooperate in good faith with the other to facilitate the defense of any such claim and will tender the defense and settlement of any action or proceeding covered by this Section to the Indemnitor upon request. Claims (excluding those for injunctive relief) may be settled without the consent of the Indemnitee, unless the settlement includes an admission of wrongdoing, fault or liability.
14.1 — “Confidential Information” means non-public information, materials, digital content and media, business data, technical data or know-how of a party and/or its affiliates, which is furnished to the other party in written or tangible form in connection with the Services. Oral disclosure will also be deemed Confidential Information if a reasonable person would consider it to be confidential.
14.2 — Neither party will use the other party’s Confidential Information except as reasonably required in connection with the Services. Each party will protect the other’s Confidential Information by at least the same means used to protect its own Confidential Information. Each party agrees not to disclose the other party’s Confidential Information to anyone other than its employees or subcontractors who are bound by confidentiality obligations and who need to know the same to perform such party’s obligations hereunder. This Section will survive for two years after you stop using the Services for any reason.
14.3 — Except as otherwise agreed in writing or stated herein, at the end of the Term, each party will, upon the request of the disclosing party, either: (a) return to the disclosing party all of its Confidential Information and copies thereof in the receiving party’s possession or control; or (b) destroy all Confidential Information and all copies thereof in the receiving party’s possession or control, provided that we will not be required to purge all copies from backup storage media that is stored in reasonably secure locations. The receiving party will then, at the request of the disclosing party, certify in writing its compliance with this Section.
14.4 — If either party believes that it is compelled by law or court order to disclose any Confidential Information of the other party, such party will give prompt notice to the disclosing party, if legally permissible, to enable the disclosing party to challenge such demand.
15.1 — Unless otherwise agreed in writing, you agree to pay all fees as described in your Customer Order Form.
15.2 — In addition to other remedies, we reserve the right to suspend and/or terminate your access to the Services and/or terminate your account upon five (5) business days’ notice if your account becomes delinquent (falls into arrears for more than 30 days).
15.3 — Delinquent invoices are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection, including reasonable attorneys’ fees and court costs. You will be charged all applicable fees, including fees for all Users then authorized, during any period of suspension. You understand that if your account is suspended, you may have limited or no access to Customer Data stored in our platform.
16.1 — Either party can, at it’s option, suspend or terminate this agreement for Service upon at least five (5) business days’ written notice if the other party materially breaches these Terms of Service or the Customer Order Form, unless the breach is cured within such five (5) business day period (if curable). You can also terminate this agreement if the Services are unavailable for more than three (3) consecutive business days, unless such unavailability is due to an act of God outside our control. In addition, either party may choose not to allow this agreement to automatically renew after the initial term (described in your Customer Order Form) by providing the other party written notice at least five (5) business days prior to the end of the then effective period.
16.2 — If you wish to terminate your Services prior to the end of the then effective period and after the initial 30 day cooling off period, you agree to pay us an early termination fee, billable as of the termination date. This early termination fee is calculated by accelerating the remaining months of your Customer Order Form multiplied by the applicable minimum fees under your Customer Order Form plus any other outstanding fees or amounts due. You agree that this amount is fair and reasonable compensation to us for early termination.
16.3 — The following provisions will survive termination: Customer’s accrued financial obligations, and the following Sections: 5.1 (Customer Data), 7 (Appropriate Use), 8 (Wiredrive’s Ownership), 12 (Indemnification), 13 (Disclaimers and Limitations), 14 (Confidentiality), 16 (Fees: Overdue & Non-Payment), 17.3 (Survival), 18 (Notice), and 25 (Miscellaneous).
16.4 — You understand and agree that we have no obligation to retain any Customer Data that remains in our possession or control after termination; you may access the Service and copy any Customer Data as needed only before termination or expiration.
We may give notice by email or by letter sent by first class mail or by courier service to your address on record in your account. Such notice will be deemed to have been given 36 hours after mailing (if sent by first class mail) or sending by courier or 12 hours after sending (if sent by email), or, if earlier, when received. You may give notice to us by email firstname.lastname@example.org, which shall be effective upon receipt.
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Wiredrive without restriction.
We may issue press releases or public statements regarding our Services for you. We may list you (including use of your branding) as a customer on our Site and in publicity materials. You will have the right to ask us to remove or redact (if possible) any publicity which you find reasonably objectionable that includes your name.
We do not knowingly publish or allow others to publish copyrighted material on our Site without permission. If you believe that any material published on our Site has been used in a way that constitutes copyright infringement and if you are authorized to act on behalf of the owner of the copyright that is allegedly infringed, please notify our copyright agent of any alleged infringement. Your notice to us must be in writing and contain the following:
Your statement must be sent to us by U.S. mail, fax, or e-mail, addressed to:
Attn: DMCA Copyright Agent
5340 Alla Road
Los Angeles, CA 90066
We reserve the right (but not the obligation) to upgrade, update, improve or modify the Services at any time for any reason, including (without limitation) to fix a software “bug” affecting the Services (collectively, “Upgrades”). After an Upgrade is released, we shall have no obligation to provide you access to any previous version of the Services.
You understand and agree that any written or oral feedback you may give us regarding the Services (e.g., suggestions, ideas, testimonials, criticisms, etc.) will be ours to communicate and/or act on in any way we deem appropriate, and that you will not be entitled to any compensation or credit for our use of such feedback. We will solely own any and all rights with respect to feedback we receive from you and others users of the Services.
24.1 — This agreement will be interpreted fairly in accordance with its terms, without any strict construction in favor of or against either party and in accordance with the laws of the State of California and applicable US federal law. The state and federal courts located in the county of Los Angeles, California USA will have exclusive jurisdiction and venue over any dispute or controversy arising from or relating to this agreement or its subject matter.
24.2 — If any provision of this agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then the terms hereof will be deemed automatically amended to the minimum extent necessary to comply with applicable law or regulation.
24.3 — No joint venture, partnership, employment, or agency relationship exists between you and Wiredrive as a result of this agreement or use of the Services.
24.4 — Our failure to enforce any right or provision in this agreement will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing.
24.5 — If the performance of this agreement by either party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor disputes, act of God or any other causes beyond the control of such party, that party will be excused from such to the extent that it is prevented, hindered or delayed by such causes.
24.6 — This agreement, together with any attachment(s), comprises the entire agreement between us and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter hereof. No amendment to or modification of this agreement will be binding unless in writing and signed by an authorized representative of each party.
Wiredrive is registered trademark of IOWA, LLC, 5340 Alla Road, Suite 109, Los Angeles, California 90066. All Rights Reserved.