PLEASE READ THIS DOCUMENT CAREFULLY!IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU
These terms and conditions (hereinafter the “Agreement”) apply to your subscription to the Assurance IT Cloud Backup subscription (the “Cloud Backup Service”) sold by Assurance IT, (9226-2674 Quebec Inc. (“Assurance IT”) including its affiliates or subsidiaries.
1. ACCEPTANCE OF THESE TERMS AND CONDITIONS: By purchasing a subscription, you agree to be bound by the Agreement, which governs your use of the Cloud Backup Service, which is provided to you by Assurance IT. If you agree to these Terms and Conditions on behalf of your employer, you represent that you have the authority to do so, in which case, reference hereinafter to “you” and “your” will also refer to your employer. If you do not agree to be bound by the Agreement, notify your provider at once. Your subscription will be terminated and you will not be given access to the Cloud Backup Service.
2. THE CLOUD BACKUP SERVICE allows you to back up and restore your data, photographs, videos, music and other digital files (collectively, the “Content”) via the Internet. Backup of the Content you designate occurs via your Internet connection at the time and frequency set by you. The Cloud Backup Service is not an archival service. It is solely your responsibility to maintain original versions of the Content that you backup through the Cloud Backup Service. You must provide and pay for all computer equipment and services necessary to use Cloud Backup Service, including access to the Internet. Assurance IT makes reasonable efforts to provide you with uninterrupted access to the Cloud Backup Service. However, there will be occasions when the Cloud Backup Service will be interrupted, including, for maintenance, upgrades, emergency repairs or the failure of telecommunications equipment and services. Assurance IT will take reasonable steps to minimize such disruption. Please see “Disclaimer of Warranties” and “Limitation of Liability,” below, for important information about Assurance IT’s responsibilities.
3. YOUR ACCOUNT INFORMATION: The period of a paid-subscription to The Cloud Backup Service begins upon written confirmation and subsequent payment for your subscription with Assurance IT, regardless of whether or when you activate or begin using your account. Unless your account is terminated sooner under the terms of the Agreement, and without additional written instruction from you to do otherwise, your subscription will continue until the end of the contractual term. Renewals are to be negotiated at 30-90 days before renewal to ensure continuity and no disruption in service. That renewal will require payment of a subscription or other fees. Should payment not be received in accordance with the Agreement, your access to your Cloud Backup Service account will also terminate. When you register for the Cloud Backup Service, you agree to provide accurate information about yourself and to keep that information up-to-date. At registration, you will select a user name and password that you will need to restore your Content. Assurance IT may use an escrowed copy of your password only to allow you to restore your Content (upon your presentation of your Account Information to Assurance IT). Assurance IT will not otherwise use or share your escrowed password, unless required to do so by law. Please keep your password safe and secure. You will not be able to restore your Content without it. It is your responsibility to maintain the confidentiality of your Cloud Backup Service user name and password (your “Account Information”). You are responsible for all use of the Cloud Backup Service accessed through your Account Information. You agree to immediately notify Assurance IT of any unauthorized use of your Account Information or any other actual or suspected breach of the Cloud Backup Service security.
4. YOUR USE OF THE CLOUD BACKUP SERVICE: You agree to (i) provide accurate, current and complete information about You during Your registration to access the Cloud Backup Service, including without limitation, Your name, contact information, payment information and other information requested by Assurance IT (the "Registration Data"); and (ii) update such Registration Data as necessary to keep such data accurate, current and complete during the Service Term.
As consideration for Your right to use the Cloud Backup Service, You agree to (i) not to use the Service for any illegal or unlawful purposes, (ii) not use the Cloud Backup service to backup, restore or otherwise maintain or transmit any files, data, images, videos or programs (collectively, Your "Content") that contains (a) any illegal or unlawful pictures, videos, data, materials or information; (b) any harassing, libelous, slanderous, abusive, threatening, harmful, vulgar, pornographic, obscene or otherwise objectionable material of any kind or nature whatsoever; (c) any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national or international law or regulation; (d) any code or material that violates the intellectual property rights of third parties; (e) any operating system temporary files of any kind; or (f) any viruses, worms, "Trojan horses" or any other code, data or material that contain similar contaminating or destructive features; (iii) comply with all local, state, national or international laws or regulations pertaining to Your use of the Service, including without limitation, any and all laws relating to the export or re-export of files, data, images, videos or programs from the United States, the European Union or other jurisdictions around the world; (iv) not access or attempt to access any Service account or any files, data, images, videos or programs for which You are not authorized to use or access; and (v) not to do any act that intends to disrupt or negatively affect the Service in any way. Upon registration, You will be provided a user account ("Account") and select a password ("Password"). You are solely responsible for maintaining the confidentiality or Your Account and Password and remain solely responsible for any and all actions taken under Your Account and Password unless and until You notify Assurance IT that Your Account and/or Password has been stolen or otherwise compromised. You agree to immediately notify Assurance IT in such event by email at email@example.com
You acknowledge and agree that although Assurance IT uses commercially reasonable efforts to restrict access to Your Content stored by the Service, it may be necessary for Assurance IT to access such Content to maintain, support and/or troubleshoot the Cloud Backup Service or to investigate suspected violations of this Agreement. Your right to use the Cloud Backup Service is limited to Your personal use. You may not use the Cloud Backup Service to provide online backup services to any third party or in any commercial manner and doing shall be deemed a material breach of this Agreement.
5. INSPECTION OF YOUR CONTENT: Assurance IT does not control the Content of any customer’s account and does not have any obligation to monitor or review Content for any purpose. Notwithstanding the foregoing, if Assurance IT reasonably suspects that an Account is being used for storage or distribution of any Content that violates these Terms and Conditions, Assurance IT reserves the right, in its sole discretion and subject to applicable law, to terminate your account, delete your Content and/or, if applicable, notify the appropriate authorities, without prior notice to you. YOUR CONTENT (INCLUDING PERSONAL INFORMATION) IS SUBJECT TO EXAMINATION BY LAW ENFORCEMENT OFFICIALS OR OTHERS WITHOUT YOUR CONSENT, UPON PRESENTATION TO YOU OR ASSURANCE IT OF A SEARCH WARRANT, SUBPOENA OR OTHER LEGAL PROCESS, OR IF ASSURANCE IT REASONABLY SUSPECTS A VIOLATION OF THESE TERMS AND CONDITIONS HAS OCCURRED. Unless required by law, you have no right to be notified by Assurance IT of any such disclosure. YOU AGREE TO HOLD ASSURANCE IT HARMLESS FROM AND AGAINST, AND WAIVE (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY CLAIMS YOU MAY HAVE AGAINST ASSURANCE IT RESULTING FROM ANY DISCLOSURE, INVESTIGATION OR ACT OR OMISSION OF ASSURANCE IT IN THE COURSE OF CONDUCTING OR COOPERATING WITH AN INVESTIGATION AS SET FORTH IN THIS SECTION.
6. SECURITY OF YOUR CONTENT: The Assurance IT Cloud enabled services provide secure content transmission and storage. 100% of our infrastructure and servers hosted at a secure facility in Canada are managed by experts based in Canada. Backup encryption is essential for any IT environment and shouldn’t have to be purchased separately. Veeam® delivers built-in end-to-end AES 256-bit encryption, giving you the ability to encrypt backup files and data at source (during backup), in flight and at rest. Our team is glad to provide you additional details about our secure practices in place to ensure your data privacy and safety. However, because it is not possible to make encrypted files completely impenetrable, you acknowledge that it may be possible for an unauthorized third party to access your Content, and you agree that, in such event, any loss that you may suffer is subject to the Limitation of Liability section of these Terms and Conditions. You acknowledge that the Cloud Backup Service may include technology and software that are subject to the export control laws and regulations of the U.S., Canada and other countries. You agree to abide by all applicable export control laws and regulations. Under such laws and regulations, the Cloud Backup Service may not be sold, leased or otherwise transferred to restricted end-users or to restricted countries or used by you when visiting restricted countries.
7. MODIFICATIONS: Assurance IT reserves the right to modify or discontinue the Cloud Backup Service, with or without notice or liability to you or any third party.
8. SERVICE LEVEL AGREEMENT AND DISCLAIMER
Assurance IT will provide the Cloud Backup Service with skill and care, within a reasonable time and anyway no later than 30 days from the purchase or subscription of the Services, and as described in this Contract and Signed Customer Agreement. Assurance IT Cloud Backup shall endeavor to make the Services available 99% of the time, not including scheduled downtimes and downtimes arising from causes beyond Assurance IT’s control. Assurance IT will inform the user of Service interruptions that are longer than 3 hours through the site and by email for interruptions that are longer than 12 hours. Assurance IT Cloud Backup Services are supplied “AS IS”. Assurance IT Backup does not guarantee or warrant that any content you may store or access through the Services will not be damaged, corrupted, or lost. We do not warrant that the provision of the Service will be fault free or uninterrupted but will use skill and care to maintain the Service. Assurance IT is not responsible for consequences which may derive from Service interruptions arising from causes beyond Assurance IT’s control. Assurance IT disclaims all representations and warranties to the fullest extent permitted by law. Assurance IT disclaims all implied warranties, including without limitation, implied warranty of merchantability and implied warranty of fitness for a particular purpose. You acknowledge and agree that you are not entering into this Contract in reliance upon other representations and warranties. Nothing in this Agreement affects your statutory rights under applicable law.
9. TERMINATION & CANCELLATION: Assurance IT may, at its sole discretion, immediately terminate your access to the Cloud Backup Service, without liability to you or any third party, if it believes that you have violated these Terms and Conditions or if you fail to pay for the Cloud Backup Service as agreed. In its discretion, and subject to applicable law, Assurance IT may prompt you to restore your Content prior to termination, after which Assurance IT will have no obligation to store your Content or permit you to restore it. You may cancel the Cloud Backup Service by contacting Assurance IT. Before you cancel, be sure that you have restored all of your Content from the Cloud Backup Service. Once you submit payment for the Cloud Backup Service, the transaction is final, and you will not be refunded all or any part of your payment outside the standard Assurance IT refund policy. If you purchased your subscription from a vendor other than Assurance IT, that vendor’s refund policy applies. If your subscription was purchased from Assurance IT, no refund will be issued more than 21 days after your purchase. Other terms and conditions may apply, depending on your particular subscription type. In the event that Assurance IT terminates your account, there will be no refunds.
10. USE OF INFORMATION SUBMITTED: You agree that Assurance IT is free to use any comments, information or ideas in any communication you send to Assurance IT, without compensation or acknowledgement to you, for any purpose whatsoever, including, but not limited to, modifying and marketing the Cloud Backup Service or developing, manufacturing and marketing other products or services.
11. ELECTRONIC COMMUNICATIONS: By using the Cloud Backup Service, you consent to receiving electronic communications and notices from Assurance IT, and you agree that any such communication will satisfy any legal communication requirements, including that such communications be in writing.
12. DISCLAIMER OF WARRANTIES: YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK AND EXPENSE. ALTHOUGH ASSURANCE IT WILL USE COMMERCIALLY REASONABLE ATTEMPTS TO PROVIDE UNINTERRUPTED, TIMELY, AND SECURE SERVICES (EXCEPT FOR SCHEDULED MAINTENANCE OR OTHER ISSUES OUTSIDE OF ASSURANCE IT'S REASONABLE CONTROL), ASSURANCE IT MAKES NO REPRESENTATION OR WARRANTY THAT IT WILL BE ABLE TO DO SO. THE SERVICE IS PROVIDED STRICTLY ON AN "AS IS, AS AVAILABLE" BASIS. ASSURANCE IT EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. ASSURANCE IT MAKES NO WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA UPLOADED, DOWNLOADED OR OTHERWISE STORED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, OR LOSS OF DATA OR UNAUTHORIZED DISCLOSURE OF DATA THAT RESULTS FROM THE UPLOAD, DOWNLOAD OR STORAGE OF SUCH MATERIAL AND/OR DATA. ASSURANCE IT MAKES NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SERVICE OR ANY TRANSACTIONS ENTERED INTO THROUGH THE SERVICE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ASSURANCE IT OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. YOU ACKNOWLEDGE AND AGREE THAT THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THEIR ESSENTIAL PURPOSE. Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to You.
13. LIMITATION OF LIABILITY: IN NO EVENT SHALL ASSURANCE IT OR ANY THIRD PARTY BE LIABLE FOR ANY OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF DATA, LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICE, INCLUDING WITHOUT LIMITATION, THE LOSS AND/OR DISCLOSURE OF YOUR CONTENT STORED IN THE SERVICE, EVEN IF ASSURANCE IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ACKNOWLEDGE AND AGREE THAT THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THEIR ESSENTIAL PURPOSE. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to You.
14. THIRD-PARTY CLAIMS/INDEMNIFICATION: You agree that you are personally responsible for your behavior in connection with the Cloud Backup Service. Assurance IT shall not be liable for claims made against you or Assurance IT arising out of your use of the Cloud Backup Service, and you hereby agree to indemnify and hold Assurance IT, its related companies, officers, directors, employees and agents harmless from and against any claim or demand, including reasonable attorneys’ fees and costs, made by any third party due to or arising, directly or indirectly, in whole or in part, out of your use of the Cloud Backup Service, the use of the Cloud Backup Service by any other person who accesses it using your Account Information, your Content, your violation of these Terms and Conditions or your infringement of any intellectual property or other right of any third party.
15. GOVERNING LAW: THE PARTIES AGREE THAT THIS AGREEMENT, ANY SERVICES THERE UNDER, OR ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PREEXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, COMMON LAW, AND EQUITABLE CLAIMS) BETWEEN YOU AND ASSURANCE IT arising from or relating to this Agreement, its interpretation, or the breach, termination or validity thereof, the relationships which result from this agreement, Assurance IT’s advertising, or any related transaction SHALL BE GOVERNED BY THE LAWS OF THE PROVINCE OF QUEBEC AND THE FEDERAL LAWS OF CANADA APPLICABLE THEREIN, WITHOUT REGARD TO CONFLICTS OF LAWS RULES. If you use the Cloud Backup Service to back up Content in one jurisdiction (as defined by Assurance IT) but restore it in another jurisdiction, then the law governing these Terms and Conditions applicable to the backup shall also apply to the restoration.
16. BINDING ARBITRATION: ANY CLAIM, DISPUTE, OR CONTROVERSY BETWEEN YOU AND ASSURANCE IT SHALL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING INDIVIDUAL (NON-CLASS) ARBITRATION.
Before commencing any proceeding in the manner set out below, the parties shall first attempt to resolve any dispute or differences between them by way of good faith negotiation. The good faith negotiation shall commence by each party communicating their position regarding the complaint, claim, dispute, or controversy to the other party, and how the parties should resolve the dispute. The parties shall then make good faith efforts to negotiate a resolution of the claim, dispute, or controversy. Neither party shall commence any proceedings unless the good faith negotiation fails.
Except where expressly prohibited by applicable statute, ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PREEXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, COMMON LAW, INTENTIONAL TORT AND EQUITABLE CLAIMS) YOU MAKE AGAINST ASSURANCE IT, its agents, employees, officers, directors, successors, assigns or affiliates (collectively for purposes of this paragraph, “Assurance IT”) arising from or relating to this Agreement, its interpretation, or the breach, termination or validity thereof, the relationships between the parties, whether pre-existing, present or future, (including, to the full extent permitted by applicable law, relationships with third parties who are not signatories to this Agreement), Assurance IT’s advertising, or any related purchase SHALL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION in accordance with the laws of the Province of Quebec and the then current Rules of Procedure for Commercial Arbitration of the ADR Institute of Canada, Inc. (www.amic.org) (the “Institute”). Or INSTITUT DE MÉDIATION ET D’ARBITRAGE DU QUÉBEC (IMAQ) (www.imaq.org). The arbitration tribunal shall consist of one arbitrator chosen by the parties from a slate of eight (8) proposed arbitrators provided by the Institute. If the parties are unable to agree on the appointment of an arbitrator within seven (7) days after receipt of the slate provided by the Institute, either party may apply to the Court to have an arbitrator appointed. The final decision of the arbitrator shall be final and binding and no appeal shall lie therefrom, and may be entered as a judgment in any court of competent jurisdiction. The arbitrator shall have the power to order one party to contribute to the reasonable costs and expenses of the other party, or to pay all or any portion of the costs of the arbitration, as the arbitrator determines Where you are located in a location where a statute expressly indicates that an arbitration requirement will not apply to you, as a consumer, you agree to solely make any claim against Assurance IT in a small claims court located in Quebec or in the province in which you reside.
Notwithstanding the provisions in this Section 16 or anywhere else in this Agreement, Assurance IT shall have the right to seek and obtain any provisional or interim relief from any court of competent jurisdiction to protect its trade-mark, property rights or confidential information or to preserve the status quo.
17. GENERAL: If any provision of these Terms and Conditions is held to be invalid or unenforceable, such provision shall be struck, and the remaining provisions shall be enforced; provided, however, that if the individual (non-class) nature of the arbitration provision is found unenforceable, the entire arbitration provision shall not be enforced. Headings are for reference purposes only and in no way define, limit, construe or describe the extent or scope of such section. Assurance IT’s failure to enforce any provision of these Terms and Conditions shall not constitute a waiver of that or any other provision. These Terms and Conditions set forth the entire understanding and agreement between you and Assurance IT with respect to the Cloud Backup Service.
18. OTHER DOCUMENTS: This Agreement may NOT be altered, supplemented, or amended by the use of any other document(s) unless otherwise agreed to in a written agreement signed by both you and Assurance IT.
19. LICENSE: Title. Your subscription is made for a license to use the Cloud Backup Service. You obtain no right, title or interest in the ownership of any software, marketing materials or other intellectual property used by Assurance IT to deliver the Cloud Backup Service. You must notify Assurance IT within 21 days of the date of your order if you believe there is a defect with your subscription.
20. SOFTWARE: The Cloud Backup Service is provided subject to a separate license agreement between you and Veeam Software, controlling your use of the Cloud Connect software and technologies. You agree that you will be separately bound by such license agreement.