Zoolz Products are licensed and not sold to you. During the term of your subscription, Zoolz grants to you a revocable, limited, non-transferable, non-exclusive license to use Zoolz Products, solely in connection with the backup of your data. Except for the limited license granted in these Terms, Zoolz and its licensors retain all right, title and interest in and to the Zoolz Products, all copies thereof, and all proprietary rights therein, including copyrights, patent, trademark and trade secret rights. You may not copy or distribute Zoolz Products, except to the extent that copying is necessary to use Zoolz Products for the purposes set forth herein. You may not reverse engineer, decompile, disassemble, modify, or create derivative works of Zoolz Products. You may not alter or modify any disabling mechanism which may be included in Zoolz Products. You may not assign, sublicense, rent, timeshare, loan, lease, or otherwise transfer Zoolz Products, or directly or indirectly permit any third party to copy Zoolz Products. You may not remove any proprietary notices (e.g., copyright and trademark notices) from Zoolz Products. You must reproduce the copyright and all other proprietary notices displayed on Zoolz Products and on each permitted backup or archival copy. All use of Zoolz Products shall be in accordance with these Terms and its then-current documentation. You shall be solely responsible for ensuring that your use of Zoolz Products is in compliance with all applicable foreign, federal, state and local laws, rules and regulations.
How It Works
Zoolz Products save a copy of each file that is automatically selected for backup and other files you designate for backup (your “Backed-up Data”) to a server operated by Amazon. Zoolz Products automatically scan for changes or additions to the Backed-up Data and then periodically re-save a copy or a part of a modified file or create a copy of a newly designated file. For a complete list of the files Zoolz is backing-up for you, please refer to the Zoolz web console. You can check whether Zoolz is backing-up specific files by going to Zoolz Timeline located in your Computer, Web console, or from your mobile. If you are unable to locate your file, Zoolz is not backing-up that file. Your Backed-up Data may not be available or restorable if: (i) Zoolz has not completed copying your selected files or changed files; (ii) for files, folders, or disk drives that are not automatically backed-up, you do not manually select them for backup, or you unselect a file for backup; (iii) you delete a person from your Zoolz account; (iv) you move a file to a location on your computer that is not automatically scanned to select files for backup or you upgrade your operating system resulting in changes to your file mapping; (v) your computer is unable to access the internet or to Amazon s3 Storage; (vi) you fail to follow Zoolz technical requirements, including upgrading the version of your Zoolz Products as required; or (vii) you terminate your license or fail to renew your subscription to Zoolz Products. For additional information about the status of your Backed-up Data Frequently Asked Questions (FAQs)
Enhancements and Feedback
Enhancements. Zoolz may (i) automatically update Zoolz Products installed on your computer without your prior notice, (ii) upgrade, enhance, change and modify (collectively, the “Enhancements”) Zoolz Products, or (iii) discontinue or retire Zoolz Products or any aspect or feature of Zoolz Products, including the types of files and data that are backed-up (not every file on your computer is backed-up) or the availability of Zoolz Products on any particular device or communications service at any time and from time-to-time in its sole discretion. Any Enhancements made available to you will be subject to these Terms. Zoolz will use reasonable efforts to provide notice of material changes to the Zoolz Products or changes to these Terms by posting them to Product Agreement. It is your responsibility to periodically check Zoolz website to inform yourself of any such modifications. Changes to these Terms, which may be made in Zoolz sole and exclusive discretion, will be effective upon acceptance of these Terms (as described herein) for new subscriptions and effective for all existing users thirty (30) calendar days after the posting of the new Terms on Zoolz website at Product Agreement You agree to be bound to these Terms, as modified. If you do not agree to the modified Terms you are not permitted to use Zoolz Products and must terminate your subscription immediately.
You may provide feedback to Zoolz with respect to the Zoolz Products. Zoolz may use feedback for any purpose without obligation of any kind. To the extent a license is required under your intellectual property rights to make use of the feedback, you hereby grant Zoolz an irrevocable, non-exclusive, perpetual, royalty-free license to use the feedback in connection with Zoolz business, including enhancement of the Zoolz Products.
Term and Termination. These Terms and your license to the Zoolz Products will commence at the time and on the day you install, access, or use Zoolz Products, whichever is earlier. These Terms, your license and your subscription to the Zoolz Products will automatically terminate or expire upon the earlier of (i) non-renewal, cancellation, or expiration of your subscription or your failure to pay invoices when due, (ii) Zoolz discontinuance of the Zoolz Products, or (iii) failure to comply with these Terms. If any third party makes an intellectual property infringement claim relating to the Zoolz Products, Zoolz reserves the right to immediately terminate your subscription to the affected Zoolz Products. Zoolz MAY, IN ITS SOLE DISCRETION, DENY USE OF AND ACCESS TO ALL OR ANY PORTION OF THE Zoolz PRODUCTS, INCLUDING SUSPENDING OR TERMINATING YOUR LICENSE AND ACCOUNT WITH Zoolz IF YOU ARE USING THE Zoolz PRODUCTS IN A MANNER NOT INTENDED OR IN VIOLATION OF LAW.
Effect of Non-Renewal or Termination
Upon any non-renewal, termination, or expiration of your subscription to the Zoolz Products (i) the license granted herein will automatically and immediately terminate and you will have no further right to possess or use the Zoolz Products, (ii) the Zoolz Products may be disabled by Zoolz without notice to you, and (iii) you will no longer have the right to access or retrieve your Backed-up Data. You acknowledge and agree that Zoolz policy is to automatically delete all of your Backed-up Data upon non-renewal, termination, or expiration of your subscription to Zoolz Products and that it is solely your responsibility to seek another source for your backup needs.
Trial and Evaluation Licenses
You may try the Zoolz Products prior to paying for a full subscription by licensing a trial, evaluation, or other limited versions (an “Evaluation Version”). Your license to an Evaluation Version of the Zoolz Products will automatically terminate upon the earlier of (i) the expiration or cancellation of the evaluation period, (ii) when the Zoolz Product is no longer made available, (iii) when Zoolz cancels your license to the Evaluation Version, or (iv) when your computer has not accessed the Zoolz server for more than thirty (30) calendar days. You acknowledge and agree that Zoolz policy is to automatically delete all of your Backed-up Data upon termination or expiration of any Evaluation Version and that it is solely your responsibility to seek another source for your backup needs.
Your license to a Lifetime Plan of the Zoolz Products will automatically terminate upon the earlier of (i) when the Zoolz Product is no longer made available, (ii) when Zoolz cancels your license to the Lifetime Plan, or (iii) when your computer has not accessed the Zoolz server for more than ninety (90) calendar days. You acknowledge and agree that Zoolz policy is to automatically delete all of your Backed-up Data upon meeting any of the above points and that it is solely your responsibility to seek another source for your backup needs.
Disclaimer of Warranties; Indemnification; Limitation of Liability
Zoolz Products. THE Zoolz PRODUCTS MAY CONTAIN OR Zoolz MAY PROVIDE TO YOU THIRD PARTY HARDWARE, PRODUCTS, SOFTWARE, OR PROGRAMMING, OR YOU MAY OBTAIN THIRD PARTY HARDWARE, PRODUCTS, SOFTWARE, OR PROGRAMMING FROM THIRD PARTIES DIRECTLY, (“THIRD PARTY COMPONENTS”). THE Zoolz PRODUCTS, ALL THIRD PARTY COMPONENTS AND ALL BETA SOFTWARE ARE PROVIDED “AS IS,” “WHERE IS,” “AS AVAILABLE,” “WITH ALL FAULTS” AND, TO THE FULLEST EXTENT PERMITTED BY LAW, WITHOUT WARRANTY OF ANY KIND. Zoolz AND ITS LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE Zoolz PRODUCTS, THE THIRD PARTY PRODUCTS AND ALL BETA SOFTWARE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE, AND ANY WARRANTIES REGARDING QUIET ENJOYMENT, QUALITY OF INFORMATION, SECURITY, RELIABILITY, TIMELINESS, AVAILABILITY OF BACKED-UP DATA AND PERFORMANCE OF THE Zoolz PRODUCTS. Zoolz DOES NOT WARRANT THAT THE Zoolz PRODUCTS, THIRD PARTY COMPONENTS, OR BETA SOFTWARE WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE Zoolz PRODUCTS, THIRD PARTY COMPONENTS, OR BETA SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE Zoolz PRODUCTS, THIRD PARTY COMPONENTS, OR BETA SOFTWARE WILL BE CORRECTED, OR THAT ENCRYPTION ALGORITHMS, ASSOCIATED KEYS AND OTHER SECURITY MEASURES WILL BE SECURE OR EFFECTIVE. YOU UNDERSTAND AND AGREE THAT YOUR INSTALLATION, USE AND ACCESS OF THE Zoolz PRODUCTS, THIRD PARTY COMPONENTS AND ALL BETA SOFTWARE IS AT YOUR SOLE DISCRETION AND RISK AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER, SOFTWARE AND THE LOSS OF BACKED-UP DATA THAT RESULTS FROM THE USE THEREOF. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY Zoolz SHALL CREATE ANY ADDITIONAL Zoolz WARRANTIES OR IN ANY WAY INCREASE THE SCOPE OF Zoolz’S OBLIGATIONS HEREUNDER. YOU HEREBY WAIVE ANY AND ALL CLAIMS, NOW KNOWN OR LATER DISCOVERED, THAT YOU MAY HAVE AGAINST Zoolz AND ITS AFFILIATES, SUPPLIERS AND LICENSORS ARISING OUT OF YOUR USE OF THE Zoolz PRODUCTS, THIRD PARTY COMPONENTS AND BETA SOFTWARE. THE Zoolz PRODUCTS MAY BE USED TO ACCESS AND TRANSFER INFORMATION OVER THE INTERNET. YOU ACKNOWLEDGE AND AGREE THAT Zoolz DOES NOT OPERATE OR CONTROL THE INTERNET AND THAT (I) VIRUSES, WORMS, TROJAN HORSES, AND OTHER UNDESIRABLE DATA, OR SOFTWARE, OR (II) UNAUTHORIZED USERS (E.G., HACKERS) MAY ATTEMPT TO OBTAIN ACCESS TO AND DAMAGE YOUR DATA, WEBSITES, COMPUTERS, OR NETWORKS. Zoolz SHALL NOT BE RESPONSIBLE FOR SUCH ACTIVITIES. YOU ARE SOLELY RESPONSIBLE FOR THE SECURITY AND INTEGRITY OF YOUR DATA AND SYSTEMS.
Zoolz may designate certain Enhancements and new releases of the Zoolz Products as “Beta Software.” Beta Software is not ready and is not intended for use in a production environment. At this early stage of development, operation of the Beta Software may be unpredictable and lead to erroneous results. You acknowledge and agree that (i) the Beta Software is experimental in nature and has not been fully tested, (ii) the Beta Software may not meet your requirements or perform as intended, (iii) use of the Beta Software may not be uninterrupted, error free, or free of faults, (iv) your use of the Beta Software is for the sole purpose of evaluating and testing the product and providing feedback to Zoolz, and (v) you shall inform your employees, staff members and other users regarding the nature of the Beta Software. Your use of the Beta Software is and shall be subject to these Terms.
Indemnification; Limitation of Liability
YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR YOUR CONDUCT, YOUR DATA, AND YOUR BACKED-UP DATA RELATED TO THE Zoolz PRODUCTS. YOU AGREE TO INDEMNIFY, DEFEND AND HOLD Zoolz, AND ITS OFFICERS, DIRECTORS, SHAREHOLDERS, AFFILIATES, SUPPLIERS AND LICENSORS HARMLESS FROM AND AGAINST ANY AND ALL LOSS, COST, DAMAGE, LIABILITY AND EXPENSE (INCLUDING ATTORNEYS’ FEES, EXPERT FEES AND OUT-OF-POCKET EXPENSES) ARISING OUT OF, RESULTING FROM, OR IN CONNECTION WITH YOUR BREACH OF THESE TERMS, YOUR USE OF THE Zoolz PRODUCTS, OR YOUR BACKED-UP DATA. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL Zoolz OR ITS AFFILIATES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY COST TO PROCURE SUBSTITUTE SERVICES OR DATA, OR ANY DIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, EXEMPLARY, OR ANY OTHER DAMAGES, INCLUDING DAMAGES FOR PERSONAL INJURY, LOST PROFITS, LOSS OF DATA AND BACKED-UP DATA, BUSINESS INTERRUPTION, OR LOST REVENUES, ARISING OUT OF YOUR USE OR INABILITY TO USE THE Zoolz PRODUCTS, THIRD PARTY COMPONENTS, OR BETA SOFTWARE, OR YOUR USE OF DATA OR FILES STORED THEREIN, EVEN IF Zoolz HAS BEEN ADVISED ABOUT THE POSSIBILITY OF SUCH DAMAGES (WHETHER SUCH DAMAGES ARISE IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR OTHERWISE)). IN ANY CASE AND WITHOUT LIMITING THE FOREGOING, THE ENTIRE LIABILITY OF Zoolz AND ITS AFFILIATES, SUPPLIERS AND LICENSORS FOR ALL DAMAGES OF EVERY KIND AND TYPE (WHETHER SUCH DAMAGES ARISE IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE) SHALL BE LIMITED TO THE LICENSE FEES PAID BY YOU TO Zoolz IN THE 30 CALENDAR DAYS PRIOR TO THE DAMAGES ARISING. IF THE Zoolz PRODUCTS ARE PROVIDED TO YOU WITHOUT CHARGE, THEN Zoolz SHALL HAVE NO LIABILITY TO YOU WHATSOEVER. THE FOREGOING TERMS SET A LIMIT ON THE AMOUNT OF DAMAGES PAYABLE AND ARE NOT INTENDED TO ESTABLISH LIQUIDATED DAMAGES.YOU EXPRESSLY RECOGNIZE AND ACKNOWLEDGE THAT SUCH LIMITATION OF LIABILITY IS AN ESSENTIAL PART OF THIS AGREEMENT AND IS AN ESSENTIAL FACTOR IN ESTABLISHING THE PRICE OF THE Zoolz PRODUCTS. Some jurisdictions do not allow the exclusion of incidental or consequential damages, or the limitation on how long an implied warranty lasts, so some of the foregoing terms may not apply to you.
Governing Law and Arbitration
These Terms shall be governed, construed and enforced in accordance with the laws of the United Kingdom without reference to conflicts of law principles. The parties agree that the exclusive jurisdiction of any actions arising out of, relating to, or in any way connected with these Terms, shall be in the state or federal courts, as applicable, located in the City of London, UK.
Any dispute, controversy, or claim arising out of or relating to this Agreement, including the arbitrability of the matter or the formation, interpretation, scope, applicability, termination, or breach thereof, shall be referred to and finally determined by arbitration in accordance with the JAMS Streamlined Arbitration Rules and Procedures, or JAMS International Arbitration Rules, if the matter is deemed “international” within the meaning of that term as defined in the JAMS International Arbitration Rules. The arbitration shall be administered by JAMS, shall take place before a sole arbitrator, and shall be conducted in London, UK. If the JAMS International Arbitration Rules apply, the language to be used in the arbitral proceedings will be English. Judgment upon the arbitral award may be entered by any court having jurisdiction. This section shall apply to and require arbitration of all disputes, controversies and claims, regardless of whether such disputes, controversies, or claims concern a single individual, entity, or other person, multiple individuals, entities, or other persons, or classes of individuals, entities, or other persons.
You shall not export, directly or indirectly, the Zoolz Products to any country for which the United Kingdom requires an export license or other governmental approval. You shall not use the Zoolz Products to store, backup, or distribute child pornography or other illegal files or data. You shall defend, indemnify and hold Zoolz
harmless from and against any and all damages, fines, penalties, assessments, liabilities, costs and expenses (including attorneys’ fees, expert fees and out-of-pocket expenses) arising out of any claim that you are storing child pornography or other illegal files or data, or that the Zoolz Product was exported or otherwise shipped or transported by you in violation of applicable laws, rules and regulations.
Termination and Fair Use Policy
Zoolz SHALL HAVE THE ABSOLUTE AND UNILATERAL RIGHT IN ITS SOLE DISCRETION TO DENY USE OF AND ACCESS TO ALL OR ANY PORTION OF Zoolz PRODUCTS OR SERVICES TO USERS WHO ARE DEEMED BY Zoolz TO BE USING THE Zoolz PRODUCTS OR SERVICES IN A MANNER NOT REASONABLY INTENDED BY Zoolz OR IN VIOLATION OF LAW, INCLUDING BUT NOT LIMITED TO SUSPENDING OR TERMINATING A USER’S ACCOUNT WITH Zoolz AND THE LICENSE TO USE THE Zoolz PRODUCTS OR SERVICES. Zoolz Products or Services are designed to serve the needs of particular types of users, such as individual consumers or small businesses. If you have purchased a Zoolz Product or Service that is inappropriate for your actual usage, for example if Zoolz believes that you are using our service for business or commercial use, Zoolz will require you to switch to an appropriate Zoolz Product or Service. This may result in you having to pay Zoolz additional fees for use of the appropriate product or to terminate your purchased Zoolz Products or Services. For example: If Zoolz believes that you are using our home service for business or commercial use, Zoolz has the sole discretion to amend your service to our Business service which may require you paying additional fees or termination of your account. Zoolz determines business use as excessive backup of media files e.g. photos or videos in excess of 500GB. Zoolz may, in our sole discretion and from time to time, establish or amend general operating practices to maximize the operation and availability of Zoolz Products or Services and to prevent abuses. As part of these practices, we reserve the right to monitor our system to identify excessive consumption of network resources and to take such technical and other remedies as we deem appropriate. Your consumption of Zoolz Products or Services may be deemed excessive if, within any month, your usage greatly exceeds the average level of monthly usage of Zoolz customers, generally. We monitor the usage of our heaviest Unlimited account users, a dynamic margin is calculated based upon averages which, should a user fall into, we may require them to cease backup or move onto a business account. In the event you are deemed to have violated this policy, we reserve the right to offer an alternative pricing plan or Zoolz Product or Service that will permit you to continue to use Zoolz Products or Services. Although violations of this policy have been infrequent, we reserve the right to terminate or suspend your license to use Zoolz Products or Services and any license to use the Zoolz Software, without prior notice in the event of a violation of this policy. If Zoolz believes that you are breached our Fair Use Policy and the user has not switched to a Business Service, Zoolz will allow the user 14 days from date of first communication to retrieve their data before deletion of the users account and data. 1st notice will be sent 14 days before account deletion and 2nd notice will be sent 2 days before account deletion. All communications will be sent to the email address attached to the users account. Zoolz has a zero tolerance policy and will immediately terminate accounts that violate the law in any way, including storing, publishing or sharing material that’s fraudulent, defamatory, misleading, or that violates the privacy or infringes the rights of others.
Third Party Software Credits
The following is a list of the third-party software and images we have included in Zoolz’s products/website. We are thankful to all individuals that have created these.
These components require that their credits are to be included on our site:
Copyright (c) 2008-2011 Peter Palotas
Permission is hereby granted, free of charge, to any person obtaining a copy of this software and associated documentation files (the “Software”), to deal in the Software without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Software, and to permit persons to whom the Software is furnished to do so, subject to the following conditions: The above copyright notice and this permission notice shall be included in all copies or substantial portions of the Software.
Revised on Feburary 7, 2013
These terms of service (“Terms”) are a legal agreement between you, either an individual or a single legal entity (“You” or “you”), and Zoolz. Zoolz operates the Zoolz online services and are referred to in these Terms as “BigMIND.” These Terms govern your use of any Zoolz online services (“Services”), the Zoolz website (“Site”), the client software distributed with this Agreement and any other software provided by Zoolz, including any updates and any accompanying written documentation (“Software”). Collectively, the Software, the Site and the Services may be referred to as the “Products.” By clicking the “I AGREE” or similar button, or using any Products, you agree to these Terms. If you do not agree to these Terms, then do not indicate acceptance and do not use the Products. If you agree to these Terms on behalf of a legal entity, you represent that you have the authority to bind that legal entity to these Terms.
You must register with Zoolz to use the Services, and you agree to keep your registration information accurate, complete and up-to-date as long as you continue to use the Services. BigMIND Home currently offers a free personal account with limited storage capacity (“Free Account”) and various fee-bearing accounts offering larger storage capacities and other feature enhancements (“Paid Accounts”). If you sign-up for a Paid Account, you agree to pay the fixed subscription and variable usage-based fees with a 30-day money back period, if any, for the account type you have selected and agree to any applicable restrictions, including quotas on the amount of storage you are allowed to use. If you exceed any quota allocated to your account, you agree that Zoolz may restrict your ability to backup further data until you reduce your storage usage or upgrade your account. If you use a credit card for payment, you authorize Zoolz to automatically renew your subscription and charge the then-current renewal fees to the credit card associated with your account unless you notify Zoolz in advance that you do not want your subscription renewed.
You are responsible for keeping your passwords secure, and you agree not to disclose your passwords to any third party. You are solely responsible for any activity that occurs under your usernames and accounts, including any sub-accounts. If you lose your passwords or the encryption keys for your accounts, you may not be able to access your backup data. You must notify Zoolz immediately of any unauthorized use of your accounts or any other security breach related to the Service. If Zoolz determines that a security breach has occurred or is likely to occur, Zoolz may suspend your accounts and require you to change your usernames and passwords.
Subject to these Terms, Zoolz grants you a limited, non-exclusive, non-transferable and revocable license to access the Site and use the Services and Software. You may install and use the Software in executable form only on the number and type of devices that are specified in the then-current documentation for your account type as described on the Site or as specified in other transaction documentation provided by Zoolz or an authorized reseller. You acknowledge that certain third-party code may be provided with the Software and that the license terms accompanying that code will govern its use.
You acknowledge that Zoolz or third parties own all right, title and interest in and to the Products, including all intellectual property rights. Except for the license granted in these Terms, Zoolz and its licensors retain all rights in the Products, and no implied licenses are granted to you.
You specifically agree that you will not, nor will you permit another person to:
sublicense, lease, rent, loan, transfer or distribute any portion of the Products;
modify, adapt, translate or create derivative works from the Products;
decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Products; or
remove, obscure, or alter any trademark, copyright or other proprietary rights notices displayed in the Software or on the Site.
You are solely responsible for your conduct related to the Service and any backup data you store on the Service. You specifically agree that you will not use the Products to:
violate any laws or