Posted: March 1st 2015
Effective: March 1st 2015
Your Files & Your Permissions
When you use our Services, you provide us with things like your files, content, email messages, contacts and so on ("Your Data"). Your Data is yours. 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, backing it up, and sharing it when you ask us to. Our Services also provide you with features like photo thumbnails, document previews, editing, sharing and searching. These and other features may require our systems to access and store Your Data. You give us permission to do those things, and this permission extends to trusted third parties we work with.
Sharing Your Stuff
Our Services let you share Your Data with others, so please think carefully about what you share and whom you share it with.
You're responsible for your conduct, Your Data and you must comply with our Acceptable Use Policy. Content in the Services may be protected by others' intellectual property rights. Please don't copy, upload, download or share content unless you have the right to do so.
We may review your conduct and content for compliance with these Terms and our Acceptable Use Policy. With that said, we have no obligation to do so. We aren't responsible for the content people post and share via the Services.
Please safeguard your password to the Services, make sure that others don't have access to it, and keep your account information current.
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.
Some of our Services allow you to download client software ("Software") which may update automatically. So long as you comply with these Terms, we give you a limited, nonexclusive, non-transferable, revocable license to use the Software, solely to access the Services. To the extent any component of the Software may be offered under an open source license, we'll make that license available to you and the provisions of that license 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.
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, XXL Cloud trademarks, logos and other brand features. We welcome feedback, but note that we may use comments or suggestions without any obligation to you.
We respect the intellectual property of others and ask that you do too. We respond to notices of alleged copyright infringement if they comply with the law, and such notices should be reported using our DMCA Process. We reserve the right to delete or disable content alleged to be infringing and terminate accounts of repeat infringers. Our designated agent for notice of alleged copyright infringement on the Services is:
XXL Cloud, Inc.
913 N Market Street, Suite 200
Wilmington, DE, 19801
Billing. You can increase your storage space and 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. You're responsible for all applicable taxes, and we'll charge tax when required to do so.
No Refunds. You may cancel your XXL Box Paid Account at any time but you won't be issued a refund.
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.
XXL Cloud for Business
Email address. If you sign up for a XXL Cloud account with an email address provisioned by your employer, your employer may be able to block your use of XXL Cloud until you transition to a XXL Box for Business account or you associate your XXL Cloud account with a personal email address.
Using XXL Box for Business. If you join a XXL Box for Business account, you must use it in compliance with your employer's terms and policies. Please note that XXL Box for Business accounts are subject to your employer's control. Your administrators may be able to access, disclose, restrict, or remove information in or from your XXL Box for Business account. They may also be able to restrict or terminate your access to a XXL Box for Business account. If you convert an existing XXL Box account into a XXL Box for Business account, your administrators may prevent you from later disassociating your account from the XXL Box for Business account.
You're free to stop using our Services at any time. We also reserve the right to suspend or end the Services at any time at our discretion and without notice. For example, we may suspend or terminate your use of the Services if you're not complying with these Terms, or use the Services in a manner that would cause us legal liability, disrupt the Services or disrupt others' use of the Services. Except for Paid Accounts, we reserve the right to terminate and delete your account if you haven't accessed our Services for 12 consecutive months. We'll of course provide you with notice via the email address associated with your account before we do so.
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, XXL CLOUD, INC. 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 states or countries don't allow the disclaimers in this paragraph, so they may not apply to you.
Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL XXL CLOUD, INC., ITS AFFILIATES, SUPPLIERS OR DISTRIBUTORS BE LIABLE FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT XXL CLOUD, INC. HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; (B) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES MORE THAN THE GREATER OF $20 OR THE AMOUNTS PAID BY YOU TO XXL CLOUD, INC. FOR THE PAST 12 MONTHS OF THE SERVICES IN QUESTION. Some states or countries don't allow the types of limitations in this paragraph, so they may not apply to you.
Let's Try To Sort Things Out First. We want to address your concerns without needing a formal legal case. Before filing a claim against XXL Cloud, you agree to try to resolve the dispute informally by contacting firstname.lastname@example.org. 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 XXL Cloud may bring a formal proceeding.
We Both Agree To Arbitrate. You and XXL Cloud agree to resolve any claims relating to these Terms or the Services through final and binding arbitration, except as set forth under Exceptions to Agreement to Arbitrate below.
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, Delaware (DE), or any other location we agree to.
Arbitration Fees and Incentives. The AAA rules will govern payment of all arbitration fees. XXL Cloud will pay all arbitration fees 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. XXL Cloud will not seek its attorneys' fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.
Exceptions to Agreement to Arbitrate. Either you or XXL Cloud may assert claims, if they qualify, in small claims court in Delaware (DE) or any United States county where you live or work. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized 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.
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.
Judicial forum for disputes. In the event that the agreement to arbitrate is found not to apply to you or your claim, you and XXL Cloud agree that any judicial proceeding (other than small claims actions) will be brought in the federal or state courts of Delaware (DE). Both you and XXL Cloud consent to venue and personal jurisdiction there.
These Terms will be governed by Delaware law except for its conflicts of laws principles.
These Terms constitute the entire agreement between you and XXL Cloud 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
XXL Cloud'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. XXL Cloud may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services.
We may revise these Terms from time to time, and will always post the most current version on our website. If a revision meaningfully reduces your rights, we will notify you (by, for example, sending a message to the email address associated with your account, posting on our blog or on this page). By continuing to use or access the Services after the revisions come into effect, you agree to be bound by the revised Terms.