Terms of use

Posted: September 5, 2017 Effective: September 5, 2017

These terms of service ("Terms") cover your use of and access to our services, client software and websites ("Services"). Our Privacy Policy explains how we collect and use your information, while our Acceptable Use Policy outlines your responsibilities when using our Services. By using our Services, you're agreeing to be bound by these Terms, our Privacy Policy and the Acceptable Use Policy. If you're using our Services for an organisation, you're agreeing to these Terms on behalf of that organisation.

Your Data

When you use our Services, you provide us with things like your encrypted data, messages, contacts and so on ("Your Data"). These Terms don't give us any rights to Your Data except for the limited rights that enable us to offer the Services.

We need your permission to do things like hosting Your Data and backing it up. You give us permission to do those things, and this permission extends to trusted third parties we work with.

Sharing Your Data

Our Services let you share Your Data with others, so please think carefully about what you share.

Your Responsibilities

You're responsible for your conduct, and you must comply with our Acceptable Use Policy.

We may review your conduct for compliance with these Terms and our Acceptable Use Policy. That said, we have no obligation to do so.

Help us keep you informed and Your Data protected. Safeguard your password to the Services and keep your account information current. Don't share your account credentials or give others access to your account.

You may use our Services only as permitted by applicable law, including export control laws and regulations. Finally, our Services are not intended for and may not be used by people under the age of 13. By using our Services, you are representing to us that you're over 13.

Software

Some of our Services allow you to download client software ("Software") which may be updated automatically. As long as you comply with these Terms, we give you a limited, non-exclusive, non-transferable, revocable licence to use the Software, solely to access the Services. To the extent any component of the Software may be offered under an open source licence, we'll make that licence available to you and the provisions of that licence may expressly override some of these Terms. Unless the following restrictions are prohibited by law, you agree not to reverse engineer or decompile the Services, attempt to do so, or assist anyone in doing so.

Beta Services

We sometimes release products and features that we are still testing and evaluating. Those Services have been marked as beta, preview, early access or evaluation (or words or phrases with similar meaning) and may not be as reliable as Passpack's other Services, so please bear that in mind.

Our Intellectual Property

The Services are protected by copyright, trademark and other US and foreign laws. These Terms don't grant you any right, title or interest in the Services, others' content in the Services, Passpack trademarks, logos and other brand features. We welcome feedback, but note that we may use comments or suggestions without any obligation to you.

Paid Accounts

Billing. You can add paid features to your account (turning your account into a "Paid Account"). We'll automatically bill you from the date you convert to a Paid Account and on each periodic renewal until cancellation. If you're on an annual plan, we'll send you a notice email a reasonable period of time before the renewal date, reminding you that your plan is about to renew. You're responsible for all applicable taxes and we'll charge tax when required to do so. Some countries have mandatory local laws regarding your cancellation rights, and this paragraph doesn't override these laws.

Refunds. You can cancel your Passpack Paid Account at any time. Refunds are only issued if required by law or stated refund policy. For example, users living in the European Union have the right to cancel their Paid Account subscriptions within 14 days of signing up for, upgrading to or renewing a Paid Account.

Downgrades. Your Paid Account will remain in effect until it's cancelled or terminated under these Terms. If you don't pay for your Paid Account on time, we reserve the right to suspend it or reduce your storage to free space levels.

Changes. We may change the fees in effect but will give you advance notice of these changes via a message to the email address associated with your account.

Termination

You're free to stop using our Services at any time. We reserve the right to suspend or terminate your access to the Services with notice to you if:

(a) you're in breach of these Terms,

(b) you're using the Services in a manner that would cause a real risk of harm or loss to us or other users, or

(c) you don't have a Paid Account and haven't accessed our Services for 6 consecutive months.

We'll provide you with reasonable advance notice via the email address associated with your account to remedy the activity that prompted us to contact you and give you the opportunity to export Your Data from our Services. If after such notice you fail to take the steps we ask of you, we'll terminate or suspend your access to the Services.

We won't provide notice before termination where:

(a) you're in material breach of these Terms,

(b) doing so would cause us legal liability or compromise our ability to provide the Services to our other users, or

(c) we're prohibited from doing so by law.

Discontinuation of Services

We may decide to discontinue the Services in response to unforeseen circumstances beyond Passpack's control or to comply with a legal requirement. If we do so, we'll give you reasonable prior notice so that you can export Your Data from our systems. If we discontinue Services in this way before the end of any fixed or minimum term you have paid us for, we'll refund the portion of the fees you have pre-paid but haven't received Services for.

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, Passpack 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.

Limitation of Liability

WE DON'T EXCLUDE OR LIMIT OUR LIABILITY TO YOU WHERE IT WOULD BE ILLEGAL TO DO SO – THIS INCLUDES ANY LIABILITY FOR PASSPACK’S OR ITS AFFILIATES' FRAUD OR FRAUDULENT MISREPRESENTATION IN PROVIDING THE SERVICES. IN COUNTRIES WHERE THE FOLLOWING TYPES OF EXCLUSIONS 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 CARE AND SKILL, OR OUR BREACH OF OUR CONTRACT WITH YOU. THIS PARAGRAPH DOESN'T AFFECT CONSUMER RIGHTS THAT CAN'T BE WAIVED OR LIMITED BY ANY CONTRACT OR AGREEMENT.

IN COUNTRIES WHERE EXCLUSIONS OR LIMITATIONS OF LIABILITY ARE ALLOWED, Passpack, ITS AFFILIATES, SUPPLIERS OR DISTRIBUTORS WON'T BE LIABLE FOR:

i. ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR

ii. ANY LOSS OF USE, DATA, BUSINESS OR PROFITS, REGARDLESS OF LEGAL THEORY.

THESE EXCLUSIONS OR LIMITATIONS WILL APPLY REGARDLESS OF WHETHER OR NOT PASSPACK OR ANY OF ITS AFFILIATES HAVE BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES.

IF YOU USE THE SERVICES FOR ANY COMMERCIAL, BUSINESS OR RESALE PURPOSES, PASSPACK AND ITS AFFILIATES, SUPPLIERS OR DISTRIBUTORS WILL HAVE NO LIABILITY TO YOU FOR ANY LOSS OF PROFIT, LOSS OF BUSINESS, BUSINESS INTERRUPTION OR LOSS OF BUSINESS OPPORTUNITY. Passpack AND ITS AFFILIATES ARE NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USERS OF THE SERVICES.

OTHER THAN FOR THE TYPES OF LIABILITY WE CANNOT LIMIT BY LAW (AS DESCRIBED IN THIS SECTION), WE LIMIT OUR LIABILITY TO YOU TO THE GREATER OF $20 USD OR 100% OF ANY AMOUNT YOU'VE PAID UNDER YOUR CURRENT SERVICE PLAN WITH PASSPACK.

Resolving Disputes

Talk to us. We want to address your concerns without needing a formal legal case. Before filing a claim against Passpack, you agree to try to resolve the dispute informally by contacting support@passpack.com. We'll try to resolve the dispute informally by contacting you via email. If a dispute is not resolved within 15 days of submission, you or Passpack may bring a formal proceeding.

Judicial forum for disputes. You and Passpack agree that any judicial proceeding to resolve claims relating to these Terms or the Services will be brought in the federal or state courts of Utah, subject to the mandatory arbitration provisions below. Both you and Passpack consent to venue and personal jurisdiction in such courts. If you reside in a country (for example, a European Union member state) with laws that give consumers the right to bring disputes in their local courts, this paragraph doesn't affect those requirements.

IF YOU'RE A US RESIDENT, YOU ALSO AGREE TO THE FOLLOWING MANDATORY ARBITRATION PROVISIONS:

We both agree to arbitrate. You and Passpack agree to resolve any claims relating to these Terms or the Services through final and binding arbitration by a single arbitrator, except as set forth under "Exceptions to agreement to arbitrate" below. This includes disputes arising out of or relating to interpretation or application of this "Mandatory arbitration provisions" section, including its enforceability, revocability or validity.

Arbitration procedures. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer-Related Disputes. The arbitration will be held in the United States county where you live or work, Salt Lake City (UT), or any other location we agree to.

Arbitration fees and incentives. The AAA rules will govern payment of all arbitration fees. Passpack will pay all arbitration fees for individual arbitration for claims less than $75,000. If you receive an arbitration award that is more favourable than any offer we make to resolve the claim, we will pay you $1,000 in addition to the award. Passpack will not seek its legal fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.

Exceptions to agreement to arbitrate. Either you or Passpack may assert claims, if they qualify, in a small claims court in Salt Lake City (UT) or any United States county where you live or work. Either party may bring a lawsuit solely for injunctive relief to stop unauthorised use or abuse of the Services, or intellectual property infringement (for example, trademark, trade secret, copyright or patent rights) without first engaging in arbitration or the informal dispute resolution process described above. If the agreement to arbitrate is found not to apply to you or your claim, you agree to the exclusive jurisdiction of the state and federal courts in Salt Lake County, Utah, USA to resolve your claim.

NO CLASS ACTIONS. You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated or representative action. Class arbitrations, class actions, private attorney general actions and consolidation with other arbitrations aren't allowed. If this specific paragraph is held unenforceable, the entirety of this "Mandatory arbitration provisions" section will be deemed void.

Controlling Law

These Terms will be governed by Utah law except for its conflicts of laws principles. However, some countries (including those in the European Union) have laws that require agreements to be governed by the local laws of the consumer's country. This paragraph doesn't override those laws.

Entire Agreement

These Terms constitute the entire agreement between you and Passpack with respect to the subject matter of these Terms, and supersede and replace any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of these Terms. These Terms create no third-party beneficiary rights.

Waiver, Severability & Assignment

Passpack'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. Passpack may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services.

Modifications

We may revise these Terms from time to time to better reflect:

(a) changes to the law,

(b) new regulatory requirements, or

(c) improvements or enhancements made to our Services.

If an update affects your use of the Services or your legal rights as a user of our Services, we'll notify you prior to the update's effective date by sending an email to the email address associated with your account or via an in-product notification. These updated Terms will be effective no less than 30 days from when we notify you.

If you don't agree to the updates we make, please cancel your account before they become effective. By continuing to use or access the Services after the updates come into effect, you agree to be bound by the revised Terms.

Copyrights © 2017 All Rights Reserved by Passpack Inc.
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