1.1 Your use of Soonr's products, software, services and web sites (referred to collectively as the "Services" in this document) is subject to the terms of a legal agreement between you and Soonr. "Soonr" means Soonr, Inc., a Delaware corporation, whose principal place of business is at Pruneyard - Tower 2 1999 S. Bascom Ave., Suite 230, Campbell, CA 95008. This document explains how the agreement is made up, and sets out some of the terms of that agreement.
1.2 Unless otherwise agreed in writing by Soonr, your agreement with Soonr will always include, at a minimum, the terms and conditions set out in this document. These are referred to below as the "Universal Terms". Your agreement with Soonr will also include the terms of any Legal Notices applicable to the Services, such as Soonr's Privacy Policy and Code of Conduct, as well as those terms which apply to a specific Service. All of these are referred to as the "Additional Terms". Where Additional Terms apply to a Service, these will be accessible for you to read either within, or through your use of, that Service. The Universal Terms, together with the Additional Terms, form a legally binding agreement between you and Soonr in relation to your use of the Services. It is important that you take the time to read them carefully. Collectively, this legal agreement is referred to below as the "Terms".
1.3 If there is any contradiction between what the Additional Terms say and what the Universal Terms say, then the Additional Terms shall take precedence in relation to that Service.
2. Accepting the Terms.
2.1 In order to use the Services, you must first agree to the Terms. You may not use the Services if you do not accept the Terms.
2.2 You can accept the Terms by:
(a) clicking to accept or agree to the Terms, where this option is made available to you by Soonr in the user interface for any Service, or as part of the download of any software included in the Services; or
(b) by actually using the Services. In this case, you understand and agree that Soonr will treat your use of the Services as acceptance of the Terms from that point onwards.
3. Requirements for Registration or Use of Services.
3.1 The Services are intended and offered only for lawful use by individuals or organizations with the legal capacity and authority under applicable law to enter into a contract for such services. SOONR DOES NOT OFFER SERVICES TO MINORS OR WHERE PROHIBITED BY LAW. By registering for and/or by using the Services, you represent and warrant that you have the legal capacity and authority to enter into a binding agreement to adhere to the these Terms, and that you will use the Services only in accordance with these Terms and with all applicable laws. If an individual is registering or using the Services on behalf of an entity or organization, that individual warrants, represents, and covenants to Soonr that such individual is duly authorized to agree to these Terms on behalf of the organization and to bind the organization to them. If an individual uses Services that are provided by any third party including any person, entity or organization, the individual using the Services, by virtue of such use, agrees that any information the individual provides to Soonr (including but not limited to the individual's files and data) will be accessible to, and may be viewed, changed, or deleted by the person, entity or organization that provided the Services to the individual.
3.2 You agree to provide accurate and complete information when you register for the Services and you agree to keep such information accurate and complete during the entire time that you use the Services.
3.3 Soonr may ask you from time to time to establish a user name or password to access or use the Services. You are solely responsible for any consequences arising in whole or in part out of your failure to maintain the confidentiality of your username and/or password.
4. Modifications to the Terms.
4.1 Soonr may change the Terms at any time, without prior notice to you, and in its sole discretion. The new or modified Terms will be effective immediately after we publish them on our website at www.soonr.com. Therefore, we encourage you to check the date of our terms and conditions whenever you visit this website to check if they have been updated. You must review this agreement on a regular basis to keep yourself apprised of any changes.
4.2 If you do not agree to be bound by the Terms as published by Soonr from time to time, your sole and exclusive remedy is to immediately stop all use of the Services and cancel the Services as provided in Section 4.3. Your continued use of the Services following the posting of modifications will constitute your acceptance of the revised terms and conditions.
4.3 If you wish to cancel the Services after a change in the Terms, you must do so in writing or by email within thirty (30) days after your next use of the Service following the change in the Terms.
5. Acceptable Use of the Services - Fair Use Policy
5.1 SOONR SHALL HAVE THE ABSOLUTE AND UNILATERAL RIGHT IN ITS SOLE DISCRETION TO DENY USE OF AND ACCESS TO ALL OR ANY PORTION OF THE SERVICES TO USERS WHO ARE DEEMED BY SOONR TO BE USING THE SERVICES IN A MANNER NOT REASONABLY INTENDED BY SOONR OR IN VIOLATION OF LAW, INCLUDING BUT NOT LIMITED TO SUSPENDING OR TERMINATING A USER'S ACCOUNT WITH SOONR.
5.2 The Services are designed to serve the needs of particular types of users, such as individual consumers or small businesses. If you have registered for a Service that is inappropriate for your actual usage, Soonr may require you to switch to an appropriate Service which may result in your having to pay Soonr additional fees for use of the appropriate Service, or to terminate your Services and refund, on a prorated basis, fees you may have paid on the unused portion of your subscription.
5.3 Soonr may, in its sole discretion and from time to time, establish or amend general operating practices to maximize the operation and availability of Services and to prevent abuses. As part of these practices, Soonr reserves the right to monitor its systems to identify excessive consumption of network resources and to take such technical and other remedies as we deem appropriate. Your consumption of Services may be deemed excessive if, within any month, your usage greatly exceeds the average level of monthly usage of Soonr's customers, generally. In the event you are deemed to have violated this policy, we reserve the right to offer an alternative pricing plan or Service that will permit you to continue to use the Services. Although violations of this policy have been infrequent, we reserve the right to terminate or suspend your right to use the Services, without prior notice in the event of a violation of this policy.
6. Software License.
6.1 Subject to the Terms, Soonr, hereby grants you a limited, personal, non-sublicensable, non-transferable, nonexclusive license to download, install and use the software provided to you by Soonr as part of the Services (the "Software") on a single computer or multiple mobile devices (as the case may be) that are operated by you. The Software may be used only to access Services, and must be used in accordance with any instructions provided to you by Soonr. The term "Software" also includes any documentation (whether included in the download or accessible online), and any Updates provided by Soonr pursuant to Section 8 below.
6.2 Software is licensed, not sold to you, and is licensed only for your personal use. You may not sell, assign, rent, lease, distribute, export, act as an intermediary or provider, or otherwise grant rights to third parties with regard to all or any part of the Software. You may not modify, reverse-engineer, decompile, disassemble, or attempt to discover the source code, structure or sequence, or otherwise hack, the Software, and have no rights to create derivate works from the Software.
6.3. You agree that the Software may be incorporated into, and may include, software and other technology owned and controlled by third parties. Any such third party software or technology that is incorporated into the Software falls under the scope of the Terms. Any other third party software or technology that may be distributed together with the Software will be subject to you accepting a license agreement with that third party. The Services enable remote access to applications installed on a computer on which Software is installed. You should consult the license agreement accompanying the applicable software application or contact the licensor of that product to determine whether use of the product in this fashion is permitted without an additional license.
7. Your Conduct. As a condition of your use of the Services, you agree that you will comply with Soonr's Code of Conduct, and will not use the Services for any unlawful purpose. Without limiting the foregoing, you agree that you will not use the Services: (i) to infringe the intellectual property rights or proprietary rights, or rights of publicity or privacy, of any third party; (ii) to violate any applicable law, statute, ordinance or regulation; (iii) to disseminate any content in any form or format that is harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, or otherwise objectionable under applicable laws or community standards; or (iv) to disseminate any software viruses or any other computer code, files or programs that may interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment. You are solely responsible for all Content (as defined below) that you upload, post, email, transmit, or otherwise disseminate using, or in connection with, the Services, and You will be solely responsible for any damage to any party resulting there from. To review Soonr's Code of Conduct, please visit http://www.soonr.com/security/conduct.php.
8. Modifications to the Services; Support and Updates. Soonr reserves the right to modify, add, or remove features or functions to or from the Services, or to provide programming fixes, enhancements, updates and upgrades, to the Software (collectively "Updates"). The Software which you use may automatically download and install Updates from time to time from Soonr. You agree that Soonr has no obligation to provide you with Updates, or make available to you any subsequent versions of the Software. You also agree that you may have to enter into a renewed version of the Terms if you want to download, install or use an Update. Your license to an existing version of the Software may, at Soonr's discretion, expire when new versions of Software are released. You acknowledge and agree that Soonr, in its sole discretion, may modify, discontinue or suspend your ability to use any version of the Software or any Service, and/or disable any Software you may already have accessed or installed without any notice to you, for the repair, improvement, and/or upgrade of the underlying technology, or for any other reason.
9. Privacy and Data Protection.
9.1 Soonr has established a Privacy Policy to explain to its users how their information is collected and used, which you can read at http://www.soonr.com/security/privacy.php. Your use of the Services signifies acknowledgment of and agreement to the Soonr Privacy Policy. You further acknowledge and agree that Soonr may disclose your personal information if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to comply with legal process, to enforce these terms and conditions, or, in its sole discretion, to protect the rights, property, or personal safety of Soonr, its employees, users and third parties, and the public, or as otherwise described in the Privacy Policy.
9.2 SOONR STORES AND PROCESSES THE INFORMATION WHICH SOONR COLLECTS FROM YOU ON COMPUTERS IN THE UNITED STATES AND OTHER COUNTRIES IN WHICH SOONR OR ITS AGENTS HAVE FACILITIES. YOUR ACCEPTANCE OF THESE TERMS AGREEMENT INCLUDES YOUR CONSENT TO TRANSFERS OF SUCH INFORMATION OUTSIDE YOUR COUNTRY.
9.3 You understand and agree to accept emails from Soonr pertaining to your Soonr account, product upgrades, updates, and new products and services. Generally, Soonr will not send you more than one or two emails per week. You may unsubscribe from receiving these emails at any time by following the 'unsubscribe' directions at the bottom of every email. Unsubscribing from these emails will prevent you from receiving promotional messages in the future. You may still receive messages regarding feature or service changes or issues.
10. Administrator and Team Members
10.1 Certain Services operate under an "Administrator and Team Members" hierarchy. Administrators are those team members who are authorized to perform administrative and billing functions, and to manage the accounts of other end users within the team. In the creation of a new Soonr end user account, the new subscriber is the default Administrator. All Administrators are responsible for billing issues related to their Team members, and Administrators can at their sole discretion terminate a team member's account.
10.2 You acknowledge and agree that where Soonr enters into these Terms with an entity or organization, or where an entity or organization makes the Services available to you, the contracting entity or organization giving you access may grant multiple individuals rights related to the management and use of the Services and your Content without any notice to you. These rights may enable one or more persons to: view, access or change your Content; determine who can access the account, Content and account Information, including your personally identifiable information; determine who is responsible financially for the account; and other similar actions.
11. Cancellation Of Services.
11.1 Without limiting other remedies, Soonr may limit, suspend, or terminate its legal agreement with you, terminate your use of Software, prohibit access to Soonr Website and delete your user account, effective immediately, if (i) Soonr believes that you are in breach of the Terms, creating problems, possible legal liabilities, infringing someone else's intellectual property rights, engaging in fraudulent, immoral or illegal activities, or for other similar reasons, (ii) if Soonr is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful), (iii) if Soonr is transitioning to no longer providing the Services to users in the country in which you are resident or from which you use the Service, or (iv) the provision of Services to you is no longer, in Soonr's opinion, no longer commercially viable. Soonr shall effect such termination by providing notice to you to the email address you have provided, and/or by preventing your access to your Soonr user account.
11.2 You may cancel your user account upon notice to Soonr at any time. To cancel your service, send an email to support@soonr.com.
11.3 Upon cancellation by Soonr or at your direction, you may request a file of your data, which Soonr will make available for a fee. You must make such request at the notification of cancellation to receive such file within thirty (30) days of termination. Otherwise, ANY DATA YOU HAVE STORED ON SOONR'S SYSTEMS MAY NOT BE RETRIEVED, and Soonr shall have no obligation to maintain any data stored in your account or to forward any data to you or any third party. You agree that Soonr may retain (but shall have no obligation to retain) your Content for a period after your account has been terminated, expired, or otherwise lapsed, as part of Soonr's marketing to you of the opportunity to purchase, renew, or extend your account.
All cancellations are processed automatically. To terminate an account, Please click the link that says "Cancel Recurring Billing" at which point you will be presented with the option to either reactivate your billing or terminate your customer account and all your data will be deleted.
If you cancel a team account, all team member accounts will be terminated as well. Upon cancelling your account, you will receive a FINAL termination notice stating that your data will be deleted from our system.
If you have a question while canceling your account, you must give our email staff three (3) working days to respond to your message. Cancellation requests should be sent via email to support@soonr.com.
11.4 In addition to other cancellation provisions, Soonr Light Users (free 2GB accounts) are subject to termination if: (a) the Light User does not engage in any activity within thirty (30) days of registration, or (b) the Light User does not engage in any activity for any period of sixty (60) consecutive days. We will send you an email reminding you of our policy and informing you that your account will be closed within seven (7) days unless you begin to use the account during that period. At the conclusion of that seven (7) day period, absent any such activity we will close the account. ANY DATA YOU MAY HAVE STORED WILL BE LOST.
11.5 Except as expressly provided in Section 11.6, when users cancel their accounts, they will not be entitled to any refunds of fees paid.
11.6 An annual subscriber who wishes to cancel and request a refund may do so within thirty (30) days of the date on which the user created the account. Provided that the cancellation is received by Soonr within the stated period, the user will be entitled to a refund equal to eighty percent (80%) of the annual fee paid. An annual subscriber who cancels as provided in Section 4.3 and requests a refund, will be entitled to a pro-rata refund for the unused portion of any prepaid fees, as of the date Soonr receives the notice, provided that the change in Terms materially adversely effects the rights or obligations of the user, or the functions or features of the Services,
11.6 Upon termination of your legal agreement with Soonr and the cancellation of your account (a) you acknowledge and agree that all licenses and rights to use the Services and Software shall terminate, and (b) you will cease any and all use of the Software, and (c) you will remove the Software from all hard drives, networks and other storage media and destroy all copies of the Software in your possession or under your control. Following termination Soonr reserves the right to retain data required for account settlement or billing purposes. The provisions of the following sections shall survive such termination, expiration, or cancellation, and you agree to remain bound by those terms: 1, 6.2, 7, 11.6, 15, 17, 18, 19, 20, 21, 22 and 23.
11.7 Soonr will not be liable for any damages caused by the termination of your agreement with Soonr, for any reason.
12. Downgrading Subscription Level
At the PRO level of the service you can buy additional storage quota and user seats. You will be able to downgrade within the PRO level if you have bought additional storage and seats but only down to the basic PRO level. When you downgrade Service levels, any fee reduction will be applicable for the subsequent billing period.
13. Payment of Subscription Fees; Automatic Renewal, Suspension of Service
13.1 The fees applicable to the Services are available at www.soonr.com. Soonr.com reserves the right to change the fees or applicable charges and to institute new charges at any time, upon thirty (30) prior notice to you which will be sent by email to the address you provided to us.
13.2 Unless you specifically inform Soonr by email, no later than fourteen (14) days prior to the conclusion of the term of your subscription, whether monthly or yearly, Soonr will automatically renew the service for the same term and will charge your credit card on the first day of the renewal term.
13.3 If payment is not received by end of a given monthly period of thirty (30) days, your account will be temporarily suspended and all shared files will be turned off until all outstanding payments have been processed by Soonr. Soonr will remind you of the suspended state of your account every seven (7) days. Seven (7) days before the termination date, Soonr will send a FINAL REMINDER to you that your suspended account will be terminated and your DATA DELETED if you do not settle your outstanding balance.
13.4 It is solely your responsibility to settle the outstanding balances of your account in a timely manner and maintain updated billing information. If payment is not made within ninety (90) days, your account will be terminated and all Content will be deleted.
14. Uninstall Software. If your personal computer uses a Windows operating system, you may uninstall the Software at any time via the Windows Add/Remove functionality labeled "Soonr Desktop Agent." If personal computer is a Mac, remove these directories and files:
If you need assistance with the Software, including uninstallation, You can e-mail Soonr at support@soonr.com.
15. Intellectual Property Rights.
15.1 Soonr shall retain all title, ownership rights, and intellectual property rights in and to the Services and Software, and any copies or portions thereof. The Services and Software are protected by patent, copyright and other intellectual property laws. All trademarks, service marks or other similar items appearing in the Services are the property of their respective owners, including Soonr, Inc. You agree not to take any action to jeopardize, limit, or interfere in any manner with Soonr's (or its licensors') ownership of or rights with respect to the Services or Software. Except for the rights specifically granted to you in the Terms, all rights in and to the Services and Software are reserved, and no implied licenses are granted by Soonr. You will maintain and not remove or obscure any proprietary notices on the Software, and will reproduce such notices exactly on all permitted copies of the Software.
15.2 To the extent that the Services provide Soonr users an opportunity to store and exchange information, materials, data, files, programs, ideas and opinions ("Content"), you hereby represent and warrant that you have all necessary rights in and to all Content you provide and all information contained therein. By registering to use the Services, you understand and acknowledge that Soonr and its contractors retain an irrevocable, royalty-free, worldwide license to use, copy, and display such Content for the sole purpose of providing to you the Services for which you have registered. You continue to retain all ownership rights in any Content you provide and shall remain solely responsible for your conduct, your User Content, and any material or information transmitted to other Users for interaction with other Users. Soonr does not claim any ownership rights in any of your Content.
15.3 If you have designated a person (whether by email, by registering such person with Soonr, by granting such person access to your username and password or by having your computer registered for the Services where another party is paying for the backup of your files) to have access to your Content, you hereby authorize Soonr to give such designated person access to your Content, including without limitation in the event of your death or incapacity.
16. Copyright Complaints and Removal Policy
16.1 It is Soonr's policy to respond to notices of alleged copyright infringement that comply with applicable international intellectual property law (including, in the United States, the Digital Millennium Copyright Act) and to terminate the accounts of repeat infringers. Soonr does not permit material infringing copyright law on its equipment or network, and reserves the right to remove from Soonr's servers any content that infringes any copyright or other intellectual property rights or otherwise violates the end user's terms of service agreement.
16.2 If you believe that content hosted by Soonr infringes a copyright, please provide Soonr's Agent for Notice of claims of copyright or other intellectual property infringement ("Agent") the written information specified below: (1) An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) A description of the copyrighted work that you claim has been infringed upon; (3) A description of where the material that you claim is infringing is located on the Soonr's website; (4) Your address, telephone number, and e-mail address; (5) A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (6) A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. Soonr's Agent for Notice can be reached by submitting a ticket on our help page.
17. Indemnity. You agree that Soonr shall have no liability whatsoever for any use you make of the Services or Software. You agree to indemnify, defend and hold Soonr harmless from and against any and all claims, damages, liabilities, and costs and fees (including reasonable attorneys' fees), in connection with or arising out of your (a) violation or breach of any term of the Terms or any applicable law or regulation, whether or not referenced herein, or (b) violation of any rights of any third party, (c) use or misuse of the Services or Software, or (d) any upload, download or dissemination or your Content by means of the Services.
18. WARRANTY DISCLAIMER. THE SERVICES AND SOFTWARE ARE PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, AND SOONR HEREBY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, PERFORMANCE, ACCURACY, RELIABILITY, AND NON-INFRINGEMENT. SOONR MAKES NO WARRANTY THAT THE SERVICES OR SOFTWARE WILL BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR OTHERWISE MEET YOUR EXPECTATIONS. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THE TERMS. AS SOME JURISDICTIONS DO NOT ALLOW SOME OF THE EXCLUSIONS OR LIMITATIONS ABOVE, THEY MAY NOT APPLY TO YOU.
19. LIMITATION OF LIABILITY. IN NO EVENT SHALL SOONR OR ITS AFFILIATES, SUPPLIERS OR DISTRIBUTORS (OR ANY OF THE FOREGOING ENTITIES' OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS) BE LIABLE FOR ANY INDIRECT DAMAGES, INCLUDING, BY WAY OF ILLUSTRATION AND NOT LIMITATION, LOST DATA, LOST PROFITS, LOST BUSINESS OR LOST OPPORTUNITY, OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING LEGAL FEES, ARISING OUT OF THE DOWNLOAD, USE, OR INABILITY TO USE THE SERVICES OR SOFTWARE. IN NO EVENT WILL THE MAXIMUM CUMULATIVE LIABILITY OF SOONER UNDER THE TERMS, EXCEED THE FEES YOU'VE PAID TO SOONR, OR IF NONE PAID, $10. YOUR ONLY RIGHT OR REMEDY WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE SOFTWARE OR SERVICE IS TO DEINSTALL THE SOFTWARE AND CEASE USE OF THE SERVICES. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.
20. Government Use. If you are part of an agency, department, or other entity of the United States Government ("Government"), the use, duplication, reproduction, release, modification, disclosure or transfer of the Software is restricted in accordance with the Federal Acquisition Regulations as applied to civilian agencies and the Defense Federal Acquisition Regulation Supplement as applied to military agencies. The Software is a "commercial item," "commercial computer software" and "commercial computer software documentation." In accordance with such provisions, any use of the Software by the Government shall be governed solely by the Terms.
21. Export Controls. You shall comply with all export laws and restrictions and regulations of the Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control ("OFAC"), or other United States or foreign agency or authority, and you shall not use the Services to export, or allow the export or re-export of Content in violation of any such restrictions, laws or regulations. You represent and warrant that you are not located in, under the control of, or a national or resident of any restricted country, and that you will otherwise comply with all applicable export control laws.
22. Applicable Law. The laws of the State of California will govern the Terms, without reference to conflicts of law principles. The United Nations Convention on Contracts for the Sale of Goods does not apply to the Terms. The sole and exclusive jurisdiction and venue for actions arising under the Terms shall be the State and Federal courts in San Francisco County, California; you hereby agree to service of process in accordance with the rules of such courts.
23. Miscellaneous.
23.1 Entire Agreement. The Terms set forth the entire understanding and agreement between you and Soonr with respect to the subject matter hereof. If any provision or provisions hereof shall be held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be in any way affected thereby.
23.2 Third Party Fees. You are responsible for fees associated with the operation of your mobile device and personal computer, such as messaging charges and airtime, and the costs of Internet access.
23.3 Waivers. Soonr's failure to act with respect to a breach of the Terms by you or others does not constitute a waiver and shall not limit Soonr's rights with respect to such breach or any subsequent breaches.
23.4 No Assignment by You. Your agreement with Soonr is personal to you and may not be assigned or transferred for any reason whatsoever.
23.5 Assignment by Soonr. Soonr expressly reserves the right to assign its agreement with you and to delegate any of its obligations hereunder.
23.6 Language. The original English version of the Terms may have been translated into other languages. In the event of inconsistency or discrepancy between the English version and any other language version of the Terms, the English language version shall prevail.
23.7 Electronic Communications and Signatures. You hereby agree to the use of electronic communication in order to enter into agreements and place orders, and to the electronic delivery of notices, policies and records of transactions initiated or completed through the Software. Furthermore, you hereby waive any rights or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable mandatory law.