By logging in to this website, you are accepting the terms in the SSL Data Exchange Service Agreement.
SSL Data Exchange Service Agreement
SSL Data Exchange Service Agreement
By subscribing to the SSL Data Exchange Service, the following SSL Data Exchange Service Agreement (the "Agreement") is made between KINETIC SOFTWARE, INC. ("KSI") and the subscribing customer ("Customer") Customer:
GENERAL TERMS AND CONDITIONS
1. Services Provided by KSI. The service provided by KSI (the "Service") will allow Customer to upload, download, store and exchange files. The files are stored on a server which Customer can access via the Internet. Customer acknowledges that Customer may incur third-party charges while using the Service in addition to those billed by KSI. For example, Customer may incur charges for Internet access. Customer agrees and understands that all such third-party charges, including all applicable taxes, are the sole responsibility of Customer.
2. Computer Equipment Requirement. Customer has reviewed and understands the minimum computer requirements necessary to operate the Service as outlined in the documentation provided by KSI for the Service, and Customer agrees that Customer has the minimum computer requirements to use the Service.
3. Term. This Agreement shall commence on the date Customer subscribes to the Service by making the initial payment to KSI. The term of this Agreement shall be month-to-month. This Agreement shall automatically renew each month unless either party notifies the other party in writing not less than one (1) month prior to the expiration of such term of its intent to not renew this Agreement.
4. Charges. For the Service selected, Customer shall pay KSI the amounts described above depending upon the level of service selected (the "Fees"). Customer shall pay the monthly Fees in advance on or before the first day of the month for which Service will be provided. For example, the Fees for Service during October are due October 1. If a payment is not received by its due date, KSI may, at its option, terminate this Agreement without notice. Upon termination, any and all amounts owed by Customer to KSI under this Agreement shall be due and payable. KSI reserves the option to charge interest at the rate of 16% per annum on any unpaid balance. To the extent allowed by law, Customer shall be accountable for all attorney and collection fees arising from KSI's efforts to collect any unpaid balance. Customer shall not be entitled to any refund of any Fees paid.
5. Contact Address. For any inquiries or notices required in connection with this Agreement, Customer should contact KSI via e-mail at accounts@ssldataexchange.com, or in writing to KSI, 301 P Street, Lincoln, NE 68508.
6. Resale of Services Prohibited. Customer shall not resell, or otherwise receive from any third party, any consideration for the Services provided by KSI.
7. Prohibited Uses of the Service; Indemnity. Customer shall NOT use the Service to directly or indirectly: a) invade another person's privacy; b) unlawfully use, possess, post, transmit or disseminate obscene material or child pornography; c) post, transmit, or disseminate content which is unlawful, threatening, abusive, libelous, slanderous, defamatory or otherwise offensive or objectionable; d) unlawfully promote or incite hatred; e) post, transmit or disseminate objectionable information, including, without limitation, any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, federal or international law, order or regulation; f) access any other person's computer, software, or data of any other person, without the knowledge and consent of such person; g) upload, post, publish, transmit, reproduce, create derivative works of, or distribute in any way, information, software or other material obtained through the Service which is contrary to any other KSI policy that may be posted by KSI from time to time. Engaging in any of the activities listed above may result in immediate termination of the Agreement. Customer agrees to indemnify and hold harmless KSI from any claims arising from Customer's use of the Service which damages Customer or another party; this includes, but is not limited to any content disseminated by Customer's equipment, software and/or users in any way connected to the Service.
8. Content Rights. KSI exercises no control whatsoever over Customer-provided content passing through the Service. KSI has no obligation to monitor the content on the Service and shall have no liability to Customer or any third-party for any damage or injury arising out of or related to Customer-provided content. KSI will monitor Customer-provided content only when necessary to comply with a law, regulation or court order, and, in such case, will provide Customer with advance notice to the extent such notice is permissible and practicable. Subject to the foregoing, KSI will use its best efforts to keep all Customer-provided content confidential and secure.
9. Customer Information. Customer agrees that KSI may, from time to time, collect information concerning Customer's use of the Service. Customer agrees that such information may be shared with other third parties provided that KSI (i) does not disclose any personally identifiable customer information to others, except as allowed by law, and (ii) otherwise complies with all applicable privacy laws. Should Customer not wish that Customer's information be used in such manner, Customer can notify KSI, in writing, at the address set forth in Section 5.
10. Customer Obligation Upon Termination. Customer agrees that upon termination of the Agreement Customer will pay KSI for Customer's use of the Service up to the later of the effective date of termination of this Agreement or the date on which the Service has been disconnected. Upon termination, KSI will, without further notice to Customer, remove any and all files and folders associated with Customer's account. Nothing contained in this Agreement shall be construed to limit KSI's rights and remedies available at law or in equity.
11. Limited Warranty. THE SERVICE IS PROVIDED BY KSI "AS IS" WITHOUT WARRANTY OF ANY KIND. KSI DOES NOT WARRANT UNINTERRUPTED USE OF THE SERVICE. KSI DOES NOT WARRANT THAT ANY DATA OR ANY FILES UPLOADED, DOWNLOADED, STORED OR EXCHANGED WILL BE STORED OR TRANSMITTED IN UNCORRUPTED FORM. IN NO EVENT SHALL KSI BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY CLAIMS ARISING FROM OR RELATED TO CUSTOMER'S BUSINESS INCLUDING CLAIMS FOR INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS ARISING OUT OF OR RELATED TO THE PROVISION OF SERVICES PURSUANT TO THIS AGREEMENT OR THE TERMINATION OF SUCH SERVICES. ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF NONINFRINGEMENT AND TITLE, FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY AND WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE ARE HEREBY EXCLUDED AND DISCLAIMED. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU. KSI DOES NOT WARRANT THAT ITS SERVICE WILL PERFORM AT A PARTICULAR SPEED, WILL BE UNINTERRUPTED, ERROR FREE, OR COMPLETELY SECURE. ANY CLAIMS OF LEGAL ACTION ARISING OUT OF FAILURE, MALFUNCTION OR DEFECT IN KSI'S SERVICES OR EQUIPMENT, OR ARISING FROM THIS AGREEMENT, SHALL BE BROUGHT WITHIN A PERIOD OF ONE YEAR FOLLOWING THE OCCURRENCE OF SAID CLAIM OR SAID CLAIM SHALL BE DEEMED WAIVED. KSI'S LIABILITY TO CUSTOMER HEREUNDER, IF ANY, SHALL IN NO EVENT, EXCEED THE TOTAL AMOUNT CUSTOMER HAS PAID TO KSI UNDER THIS AGREEMENT.
12. Back-Up Requirements. Customer acknowledges that the use of the Service may result in service outages or potential damage to Customer's files or data. KSI strongly encourages Customer to back-up all computer files by copying them to another storage medium prior to using the Service. KSI shall have no liability whatsoever for any damage to or loss or destruction of any Customer's software, files, data or peripherals.
13. Damage to Customers' Hardware and Software. KSI shall have no liability whatsoever for any damage to or loss or destruction of any hardware, software, files or data.
14. Viruses. KSI may, from time to time, and in its sole discretion, run a third-party virus check on the KSI server where Customer's files are stored. KSI does not represent, warrant or covenant that the virus check software will detect or remedy all or any viruses. If a virus is found and such virus is related to a Customer's file, KSI may, in its sole discretion and without notice to Customer, treat or quarantine the virus using the virus check software, which may result in damage to or loss of such file. KSI shall not be liable for any damage to a Customer's file resulting from the operation of the virus check software. In no event shall KSI shall have any liability whatsoever for any damage to or loss of destruction of any software, files or data resulting from any virus, lock, key, bomb, worm, trojan horse or other harmful feature.
15. No Liability for Content. KSI assumes no responsibility for the content contained in any file stored or transferred via the Service. All content accessed by Customer through the Service is accessed and used by Customer at Customer's own risk, and KSI shall have no liability whatsoever for any claims, losses, actions, damages, suits or proceedings arising out of or otherwise relating to access to such content by Customer. KSI specifically disclaims any responsibility for the accuracy, quality or confidentiality of information obtained through the Service.
16. Limitation of Liability. Unless otherwise specifically provided in this Agreement, KSI will not be liable to Customer or to any third party for: a) any direct, indirect, incidental, special, punitive or consequential losses or damages, including loss of profits, loss of earnings, loss of business opportunities and personal injuries (including death) resulting directly or indirectly out of, or otherwise arising in connection with, the use of the Service by Customer, including, without limitation, any damage resulting from or arising out of Customer's reliance on or use of the Service, or the mistakes, omissions, interruptions, deletion of files, errors, defects, delays in operation, non-deliveries, misdeliveries, transmissions, or any failure of performance of the Service; and b) any losses claims, damages, expenses, liabilities or costs (including legal fees) resulting directly or indirectly out of, or otherwise arising in connection with, any allegation, claim, suit or other proceeding based upon a contention that the use of the Service by Customer or a third party infringes the copyright, patent, trademark, trade secret, confidentiality, privacy or other intellectual property rights or contractual rights of any third party. The limitations set forth in this section apply to the acts, omissions, negligence and gross negligence of KSI (and its respective managers, members, officers, employees, agents, contractors or respectives) which, but for this provision, may give rise to a cause of action in contract, tort or any other legal doctrine. Some states do not allow the limitation or exclusion of incidental or consequential damages, so such limitations or exclusions may not apply to you.
17. Multiple Users. Customer acknowledges that Customer is executing this Agreement on behalf of all persons who use the Service through Customer's account. Customer shall have sole responsibility for ensuring that all such other users understand and comply with the terms and conditions of this Agreement. Customer further acknowledges and agrees that Customer is solely responsible and liable for any and all breaches of the terms and conditions of this Agreement, whether such breach is the result of use or the Service and/or Equipment by Customer or by any other user of Customer's computer.
18. Amendment. KSI may, in its sole discretion, change, modify, add or remove portions of this Agreement, and the Service provided thereunder, at any time. KSI will notify Customer of any such changes by posting notice of such changes on the Service, or sending notice via e-mail or postal mail. Customer's continued use of the Service following notice of such change shall be deemed to be Customer's acceptance of any such modifications. If Customer does not agree to any such modification, Customer must immediately stop using the Service and notify KSI that Customer is terminating this Agreement in accordance with section 3 herein.
19. Governing Law. This Agreement shall be exclusively governed by, and construed in accordance with, the laws of the State of Nebraska. The venue for any lawsuit related to this Agreement shall be Lancaster County, Nebraska. Customer may not bring any claim, suit or proceeding more than one (1) year after the date the cause of action arose.
20. General. This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter of this Agreement and supersedes and replaces any and all prior written or verbal agreements. In the event that any portion of this Agreement is held to be unenforceable, the unenforceable portion shall be construed in accordance with applicable laws as nearly as possible to reflect the original intentions of the parties and the remainder of the provisions shall remain in full force and effect. KSI's failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provisions of this Agreement. This Agreement may not be assigned or transferred by Customer, by operation of law or otherwise. KSI may, in its sole discretion and without Customer's consent, assign this Agreement to any third party.