ViveDrive 5.9

EULA - End User License Agreement

IMPORTANT: PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SINGLECLICK SYSTEMS SOFTWARE AND SERVICES (COLLECTIVELY, THE 'SERVICE').

SingleClick Systems ('SingleClick Systems' or 'we' or 'our') is providing the Services pursuant to the terms in this agreement ('Agreement'). By using the Services you agree to be bound by this Agreement. If you are using the Services on behalf of an organization, you are agreeing to this Agreement for that organization and promising that you have the authority to bind that organization to this Agreement. In that case, 'you' and 'your' will refer to that organization. No modifications by you to this Agreement are acceptable to SingleClick Systems.

You may use the Services only in compliance with this Agreement. You may use the Services only if you have the power to form a contract with SingleClick Systems and are not barred under any applicable laws from doing so. The Services are not intended for use by you if you are under 13 years of age. By agreeing to this Agreement, you are representing to us that you are over 13. The Services may continue to change over time as we refine and add more features. We may stop, suspend, or modify the Services at any time without prior notice to you. We may also remove any content from our Services at our discretion.

THIS AGREEMENT CONTAINS A MANDATORY AND BINDING ARBITRATION PROVISION IN WHICH YOU AND SINGLECLICK SYSTEMS AGREE TO RESOLVE ANY DISPUTES BETWEEN THE PARTIES BY BINDING ARBITRATION. PLEASE SEE SECTION 12 BELOW.
1. Service Description; SingleClick Systems Account Your Data.
1.1. Description. The Service, during the Service Period (defined below), provides the capability to store, access, manage and retrieve Your files and other data ('Data') on a personal electronic device ('Device') with ability to access the Internet, subject to the amount of online space provided with Your Service and/or which You additionally purchase. It is Your responsibility to routinely back-up Your Data. If You choose to use the Service, You must complete the activation process within the Service.

1.2. Software. The Service may also be accessed by the use of client software ('Software') installed on a Device. The client software on Your Device connects to a server network infrastructure that is deployed on the internet and operated as a managed service by SingleClick Systems and other third party service providers.

1.2.1. License. We hereby grant You a nonexclusive, nontransferable license to use the Software and access the Service solely in accordance with the terms and conditions of this Agreement.

1.2.1.1. Scope of License. The Software and access to the Service is licensed, not sold. We shall retain all right, title and interest in the Software and Service, including without limitation all intellectual property rights embodied therein. You do not acquire any rights, express or implied, in the Software and Service, other than those specified in this Agreement.

1.2.1.2. Restrictions. You may not, nor may You permit any other person to (a) sublicense, rent or lease any portion of the Service; (b) reverse engineer, decompile, disassemble, modify, translate, make any attempt to discover the source code of the Software or create derivative works from the Software or Service except and only to the extent that such activity constitutes a fair use under applicable copyright law, or has a legitimate business purposes of accessing information that is not protected by any intellectual property rights, or is otherwise permitted by applicable law notwithstanding this limitation; (c) use the Service as part of a facility management, timesharing, service provider or service bureau arrangement; or (d) You may not use the Software to upload, transmit, or transfer any data, information, materials, or content to SingleClick Systems or any third party other than transmissions or transfers of information necessary for the intended use of the Software and Service. You also agree not to use the Software for any unlawful or improper purpose

1.2.2. We may at any time without notice or liabilities restrict the use of the Software and/or Service or limit its availability in order to perform maintenance activities.

1.3. Third Party Providers. All or portions of the Service provided hereunder may be provided by a third-party provider, including but not limited to, the storage of Data backed up via the Service as well as credit card processing. By accepting this Agreement, You consent to the provision of all or any portion of the Service by such third-party provider; and You understand and agree that payment may be collected from You through a third party credit card processor. You agree that the payment and credit card processing services, and any of Your personally identifiable information required for payment and credit card processing services, may be transferred from such third party to SingleClick Systems at any time. Third party service providers and suppliers that are providing services for SingleClick Systems are required to keep confidential the information received on behalf of SingleClick Systems and are not to use it for any purpose other than to carry out the services they are performing for SingleClick Systems.

1.4. SingleClick Systems Account. A SingleClick Systems Account ('SingleClick Systems Account') is required to access and use the Service. You must agree to provide SingleClick Systems with accurate and truthful applicable registration information, including, but not limited to, Your name, address, telephone number, email address and credit card information to keep Your registration information current during the Service Period as defined below ('personal information'). If You do not have a SingleClick Systems Account, You must complete the applicable registration process to create a SingleClick Systems Account in order to use the Service. You are entirely responsible for maintaining the confidentiality of Your SingleClick Systems Account password and the SingleClick Systems Account. Furthermore, You are entirely responsible for any and all activities which occur under Your SingleClick Systems Account. You may change Your password at any time by following instructions provided to You. You must immediately notify SingleClick Systems of any unauthorized use of Your SingleClick Systems Account or any other breach of security known to You.

1.5. Your Data. You retain full ownership to your Data. We don't claim any ownership to any of it. We may need your permission to do things you ask us to do with your content, for example, hosting your files, or sharing them at your direction. This includes product features visible to you, for example, image thumbnails or document previews. It also includes design choices we make to technically administer our Services, for example, how we redundantly backup data to keep it safe. You give us the permissions we need to do those things solely to provide the Services. This permission also extends to third parties we work with to provide the Services.

1.5.1. Sharing Your content. The Services provide features that allow you to share your Data with others or to make it public. There are many things that users may do with that content (for example, copy it, modify it, re-share it). Please consider carefully what you choose to share or make public. We have no responsibility for that activity.
2. Service Period; Termination; Payment; Refund
2.1. Service Period. You will have certain rights to use the Software and access the Service until expiration or termination.

2.2. Termination; Suspension. You can stop using our Services any time. We reserve the right, to temporarily suspend or terminate your access to the Service or Software at any time in our sole discretion, with or without cause, and with or without notice, without incurring liability of any kind. For example, we may suspend or terminate your access to or use of the Service or Software for: (a) the actual or suspected violation of this Agreement; (b) scheduled downtime and recurring downtime; (c) use of excessive storage capacity or bandwidth; (d) unplanned technical problems and outages; or (e) You do not access the Service for a period of time. If, we determine, the suspension might be indefinite and/or we have elected to terminate your access to the Service, we will use commercially reasonable efforts to notify you through the Service. You acknowledge that if your access to the Service is suspended or terminated, you may no longer have access to your content that is stored with the Service. Following the expiration or termination of the Service:

2.2.1. Data stored to the online space provided with Your Service will be retained for fifteen (15) days following any expiration or termination of the Service for any reason whatsoever;

2.2.2. We shall not be obligated to maintain such Data, forward such Data to You or a third party, or migrate such Data to another backup service or account; and

2.2.3. You will not be able to store Data to any additional backup space that You may have purchased separately unless and until the Service Period is renewed.

2.3. Service Fees and Payment. All fees for the Service are charged automatically in advance using the payment method You provide when You activate the Service. If You provide Your credit card information, You authorize SingleClick Systems to automatically charge Your credit card for charges that apply to Your account. Fees are billed monthly or annually in advance and are subject to change. You will provide all information necessary for SingleClick Systems to bill for the Service. You affirm that the information You supply is correct and complete and will promptly notify SingleClick Systems whenever Your personal or billing information changes. Specifically, if You elect to pay by credit card, You are responsible for directly updating, or notifying SingleClick Systems of any changes to Your credit card (including, but not limited to card number, expiration date, billing address or card status).

2.3.1. Upgrade. If You upgrade Your Service during an existing subscription term, You will be billed in full, in advance for the new Service. Any remainder of the prior pre-paid subscription may not be refunded.

2.3.2. Payment Rejection. If, at any time, the Service fee is declined or otherwise rejected by Your bank or credit card company or You otherwise fail to pay for the Service, SingleClick Systems may immediately suspend Your account until You provide a valid payment method and pay any past due amounts. You will have thirty (30) days to contact SingleClick Systems and update Your payment method and have Your account reactivated. If no action is taken, we may terminate Your account and Your Data may be purged immediately. In order to reactivate Your account, You will be charged any past due amounts and any fees incurred by SingleClick Systems for rejected payments. You may also be billed in advance for ongoing Service as described above.

2.4. Refund Policy. There is no refund for purchases of the Service with a Service Period of one (1) month or less. If You are the original purchaser of the Service with a Service Period of twelve (12) or more months and are not completely satisfied with it for any reason, please make no further use of the Service and contact SingleClick Systems, using the contact details set out in Section 13 of this Agreement, for a refund of the money You paid for the Service (less shipping, handling, and any applicable taxes except in certain states where shipping, handling and taxes are refundable) at any time during the sixty (60) day period following the date of purchase.
3. Your Responsibilities.
3.1. Communication Connections; Service Availability. You are solely responsible for acquiring and maintaining and paying for any Internet or telecommunications services and devices required to access and/or use the Service. The Service is provided 'as is' and 'as available' and we shall not be liable for any downtime of the Service due to reasonable scheduled maintenance, maintenance for critical issues or forces beyond the reasonable control of SingleClick Systems.

3.2. User Conduct and Responsibility; Compliance with Applicable Laws. Use of the Service (including the transmission of any Data You choose to store through the Service) is subject to all applicable local, state, national and international laws and regulations, including but not limited to the United States export laws. You agree to comply with such applicable laws and regulations and not to (a) use the Service for illegal purposes, (b) transmit or store material that may infringe the intellectual property rights or other rights of third parties or that is illegal, tortious, defamatory, libelous, or invasive of another's privacy; (c) transmit or store Data belonging to another party without first obtaining all consents required by law from the Data owner for transmission of the Data to SingleClick Systems for storage within the United States; (d) transmit any material that contains software viruses or other harmful computer code, files or programs such as trojan horses, worms or time bombs; (e) interfere with or disrupt servers or networks connected to the Service; or (f) attempt to gain unauthorized access to the Service, the accounts of other Service users, or computer systems or networks connected to the Service.

3.3. No Resale or Commercial Use of the Service. Your right to use the Service is personal to You. You may not resell or make any commercial use of the Service.

3.4. Storage and Other Limitations. We assume no responsibility for the deletion or failure to store Data. We retain the right, at our sole discretion, to determine whether or not Your conduct is consistent with the terms of this Agreement and may terminate Your access to the Service if Your conduct is found to be in violation of the terms of this Agreement. The foregoing obligations regarding use of the Service apply to all use of the Service. You are solely responsible for the use of the Service, and the Data transmitted or stored through the Service, in connection with Your SingleClick Systems Account.
4. Modifications.
4.1. Service. You agree that SingleClick Systems may, in its sole discretion and from time to time, establish or amend general operating practices to maximize the operation and availability of the Service and to prevent abuses. As part of these practices, we reserve the right to monitor SingleClick Systems systems to identify excessive consumption of network or storage resources and to take such technical and other remedies as we deem appropriate. Your consumption of the Service may be deemed excessive if, within any month, Your usage greatly exceeds the average level of monthly usage of SingleClick Systems customers, generally. In the event You are deemed to have violated this policy, we reserve the right to offer an alternative pricing plan that will permit You to continue to use the Service. Although violations of this policy have been infrequent, we nevertheless reserve the right to terminate or suspend Your license and any license to use the Software or Service.

4.2. Agreement. We may change the terms and conditions of this Agreement from time to time. Upon any such change, we will notify You by posting the updated version on our website. Your continuing use of the Service constitutes an affirmative (a) acknowledgment by You of the modifications; and (b) agreement by You to abide and be bound by this Agreement and its modifications.
5. Privacy.
5.1. Marketing. For details regarding SingleClick Systems online information gathering and data sharing practices for this Website please review a copy of SingleClick Systems 'Privacy Statement' posted on this Website. SingleClick Systems does not sell Your personal information. SingleClick Systems may use Your personal information to process Your transactions, to contact You about products You have purchased, inform You of product and service opportunities that may be of interest to You, to conduct market research regarding SingleClick Systems products or services, to customize the content of SingleClick Systems web site for You, to support and enhance SingleClick Systems communications with You, or for other business purposes SingleClick Systems may share Your personal information within the SingleClick Systems family of companies for business purposes and with other companies who provide marketing or other services on SingleClick Systems behalf and at SingleClick Systems direction, but SingleClick Systems does not permit them to use Your information for their own direct marketing purposes. SingleClick Systems may share Your personal information outside of the SingleClick Systems family with companies that perform marketing or other services on SingleClick Systems behalf and at SingleClick Systems direction. SingleClick Systems may engage third parties to help deliver SingleClick Systems ads, offers and other online communications. These companies may collect and use information about You to help SingleClick Systems better understand the effectiveness of SingleClick Systems offers, promotions and types of advertising that appeal to SingleClick Systems customers. Third party service providers and suppliers that are providing services for SingleClick Systems are required to keep confidential the information received on behalf of SingleClick Systems and are not to use it for any purpose other than to carry out the services they are performing for SingleClick Systems. SingleClick Systems may enhance or merge Your information collected online with other information You provide SingleClick Systems through other sources including but not limited to product registration, call centers, rebate programs, sweepstakes, or surveys, or data from third parties for purposes of marketing products or services to You.

5.2. Change of control. SingleClick Systems may share personal information if the disclosure is done as a part of a purchase, transfer or change of control of SingleClick Systems services or SingleClick Systems assets (e.g., in the event that substantially all of SingleClick Systems assets are acquired by another party, personal information may be one of the transferred assets).

5.3. Legal. SingleClick Systems may also share personal information in connection with law enforcement, fraud prevention, and other legal action, or if SingleClick Systems reasonably believes it is necessary to do so to protect SingleClick Systems, its customers or the public. SingleClick Systems reserves the right to cooperate with any legal process and any law enforcement or other government inquiry related to Your use of this Software. This means that SingleClick Systems may provide documents and information relevant to a court subpoena or to a law enforcement or other government investigation. In order to promote awareness, detection and prevention of Internet security risks, SingleClick Systems may share certain anonymous security information with research organizations and other security software vendors. SingleClick Systems may also use statistics derived from the information to track and publish reports on security risk trends. By using the Service, You acknowledge and agree that SingleClick Systems may collect, transmit, store, disclose and analyze such information for these purposes.

5.4. Functional. From time to time, depending on the settings for the Service, the Software and Service will collect certain information from You and the end users who use the computer on which the Software is installed (collectively, the 'End Users'). The collected information is necessary for the purpose of delivering the functionality of the Software and Service and will be encrypted and transferred to SingleClick Systems.