CeeJay Software Limited End User License Agreement For Cloud Services from CeeJay Software Limited.
IMPORTANT: PLEASE READ THIS END USER LICENSE AGREEMENT CAREFULLY.
YOU WILL HAVE ACCEPTED THIS END USER LICENSE AGREEMENT IF YOU:
1) DOWNLOAD, INSTALL, ACTIVATE, OR USE SOFTWARE OR BACKUP SERVICES FROM CEEJAY SOFTWARE LIMITED; OR
2) CLICK THE “I ACCEPT” BUTTON ASSOCIATED WITH THIS END USER LICENSE AGREEMENT WHEN INSTALLING SOFTWARE.
This End User License Agreement (“Agreement”) is a legal agreement between you, the customer, and CeeJay Software Limited regarding the purchase, use, and installation of CeeJay Software Limited and/or Cloud / Data Hosting Services, In this Agreement, “you” and “your” refer to you, the customer, and his or her agents, and “we”, “us” and “our” refer collectively to CeeJay Software Limited.
CEEJAY SOFTWARE LIMITED IS WILLING TO ALLOW THE SALE AND USE OF THE CEEJAY SOFTWARE LIMITED PRODUCTS TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS LICENSE AGREEMENT. BY ACCEPTING THIS AGREEMENT YOU ARE BINDING YOURSELF TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THEN CEEJAY SOFTWARE LIMITED IS UNWILLING TO ALLOW THE SALE AND USE OF THE CEEJAY SOFTWARE LIMITED PRODUCTS TO YOU AND YOU MUST (A) NOT DOWNLOAD, INSTALL, ACTIVATE, OR USE THE CEEJAY SOFTWARE LIMITED SOFTWARE OR DATA HOSTING SERVICES, AND (B) YOU MAY RETURN THE CEEJAY SOFTWARE LIMITED SOFTWARE FOR A REFUND, YOUR RIGHT TO RETURN AND A REFUND FOR THE CEEJAY SOFTWARE LIMITED EXPIRES 30 DAYS AFTER ITS PURCHASE, AND APPLIES ONLY IF YOU ARE THE ORIGINAL END USER PURCHASER.
ANY PURCHASE OR USE OF ANY CEEJAY SOFTWARE LIMITED PRODUCTS WITHOUT AGREEING TO THE TERMS OF THIS AGREEMENT IS STRICTLY PROHIBITED.
CeeJay Software Limited makes no representations that our products/services are appropriate for use and is free from defects, bugs or failure.
CeeJay Software allows you to backup your data to CeeJay Software Limited Data Hosting Services and/or other storage devices that you own.
You may choose to use the CeeJay Software Limited Cloud / Data Hosting Services to backup your data to CeeJay Software Limited provided you also have an additional backup of your data at another location.
CeeJay may backup files that are no longer usable due to corruption from viruses, software malfunctions or other causes. This might result in you restoring files that are no longer usable.
2. GRANT OF LICENSE. Unless otherwise noted in this Agreement, and to the full extent allowed under any applicable laws, all terms and conditions of this Agreement apply to purchases and use of any and all CeeJay Software Limited Products, whether CrashPlan Software or Data Hosting Services.
a. CeeJay Software PRODUCTS LIMITED EVALUATION LICENSE. Subject to the terms of this Agreement, you are hereby licensed by CeeJay Software to use for evaluation purposes only 1) one (1) copy of CeeJay Software per computer or workstation; and 2) the use of CeeJay Software Limited’s Data Hosting Services, without charge, for a period of thirty (30) days after you first activate the software. If you want to continue to use CeeJay Software, or the Data Hosting Services after the 30-day evaluation period, you must acquire from CeeJay Software Limited and agree to pay the associated fee for Data Hosting Services. Use of backup after the expiration of the 30-day evaluation period without acquiring such a license is outside the scope of this Agreement and a violation of UK. and international copyright laws. If you do not purchase our services after the evaluation period, your ability to use your evaluation copy of our software, including your ability to backup or retrieve backup data, will automatically cease to function 7 days later.
NON-EVALUATION GRANT OF LICENSE. Conditioned upon compliance with the terms and conditions of this Agreement including the purchase of backup services from CeeJay Software Limited grants to you a nonexclusive and nontransferable license to use those CeeJay Software Limited Products that you have purchased and their related Documentation. You may only use each single copy of CeeJay Software you purchase on one computer or workstation at a time
c. SOFTWARE, UPGRADES, AND ADDITIONAL COPIES. For purposes of this Agreement, “Software” shall include (and the terms and conditions of this Agreement shall apply to) the CeeJay Software and any upgrades, updates, bug fixes or modified versions thereto (collectively, “Upgrades”) or backup copies of the CeeJay Software licensed or provided to you by CeeJay Software Limited. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT: (1) YOU HAVE NO LICENSE OR RIGHT TO USE ANY ADDITIONAL COPIES OR UPGRADES UNLESS YOU, AT THE TIME OF ACQUIRING SUCH COPY OR UPGRADE, ALREADY HOLD A VALID LICENSE TO THE ORIGINAL SOFTWARE AND HAVE PAID THE APPLICABLE FEE FOR THE UPGRADE OR ADDITIONAL COPIES; AND (2) THE MAKING AND USE OF ADDITIONAL COPIES IS LIMITED TO NECESSARY BACKUP PURPOSES ONLY.
3. ACCESS TO CeeJay Software Limited PRODUCTS. In order to use CeeJay Software Limited Products, you must provide all equipment and software necessary to use CeeJay Software Limited Products that are not a part of the CeeJay Software Limited Products, including, but not limited to, a computer that is in working order running an operating system compatible with the CeeJay Software Limited Products and that is suitable for use in connection with the CeeJay Software Limited Products. You are responsible for ensuring that your equipment and/or software do not disturb or interfere with CeeJay Software Limited’s operations or the operations of other users of CeeJay Software Limited Products. If any upgrade or modification to CeeJay Software Limited Products requires changes in your equipment or software, you must effect these changes at your own expense, including any updates or changes to software required by CeeJay Software to allow CeeJay Software to provide services must be performed by the customer at their expense. Unless explicitly stated otherwise, any new or additional features that augment or enhance CeeJay Software Limited Products, including the release of new products and services, shall be subject to the terms and conditions of this Agreement.
4. INVOICING AND PAYMENT.
PRICING INFORMATION. Pricing information for CeeJay Software Limited Products is provided at ceejay.com
INVOICING AND PAYMENT TERMS FOR DATA HOSTING SERVICES. After your free 30 day evaluation of the Data Hosting Services, CeeJay Software Limited will offer you the opportunity to subscribe to the monthly service. If you do not sign up, CeeJay Software Limited will remove all backup data from their servers. If you sign up, CeeJay Software Limited will evaluate your usage of that service and generate an invoice for pre-payment for the next 30 days based upon that usage. You will continue to be billed and be required to pre-pay on a 30-day schedule with payment amounts based upon your usage of the Data Hosting Service during the previous 30 days. You will not be charged extra for a 30 day period of usage where your pre-paid amount is insufficient to cover your actual usage during that period of time, but you will be invoiced and required to pre-pay for the following 30 days based upon your actual usage during those previous 30 days. Pre-paid amounts are not refundable except where explicitly stated in this Agreement. CeeJay Software Limited will deliver invoices for your use of the Data Hosting Services by e-mail to the e-mail account you register with CeeJay Software Limited. Payment of all invoices issued by CeeJay Software Limited to you are due seven (7) days from the date of the invoice. BY ACCEPTING THIS AGREEMENT AND USING DATA HOSTING SERVICES, YOU EXPRESSLY AUTHORIZE CeeJay Software Limited TO BILL AND COLLECT PAYMENT FROM YOU BY ANY PAYMENT METHOD YOU REGISTER WITH CeeJay Software Limited INCLUDING, BUT NOT LIMITED TO, DIRECT DEBIT. Any amount not paid when due will accrue a finance charge at the rate of 1 and one-half percent (1-1/2%) per month or the highest rate permitted by law, whichever is less, until fully paid.
FAILURE TO PAY ON TIME. In addition to the finance charge of this agreement, in the event that you fail to pay any CeeJay Software Limited invoice when due, CeeJay Software Limited may immediately and without notice terminate this Agreement including all rights to continue using the Data Hosting Services. If your payment becomes more than 30 days overdue, CeeJay Software Limited reserves the right to delete any and all data you have stored with CeeJay Software Limited through the Data Hosting Service.
BILLING DISPUTES. You may dispute any amount invoiced under within five (5) days of the invoice date by submitting in writing to CeeJay Software Limited the following information: 1) the CeeJay Software Limited Products purchased that are in dispute; 2) the amount in dispute; and 3) the reason for the disputed billing. Failure to submit such information in writing within five (5) days of the invoice date will result in a waiver of your ability to dispute the invoiced charges. CeeJay Software Limited may require additional information as it sees fit from you in order to resolve the billing dispute. Any resolution of the billing dispute will be at the sole discretion of CeeJay Software Limited subject to the rights and obligations set forth in this Agreement. Regardless of any billing dispute, CeeJay Software Limited retains the right to terminate this Agreement.
5. DATA STORAGE AND CUSTOMER INFORMATION COLLECTED.
a. DATA STORAGE. You decide where your data is backed up. Data is only stored by CeeJay Software Limited if you choose to purchase the Data Hosting Services. All other uses of CeeJay Software will require you to gain authorization from another CeeJay Software user to backup data to their device and/or for you to supply all hardware, software, infrastructure, and other equipment required for data storage. REGARDLESS OF WHETHER YOU OR CeeJay Software Limited STORES YOUR DATA, ONLY THOSE FILES YOU SELECT FOR BACKUP WILL BE STORED.
b. DATA SECURITY. CeeJay Software uses encryption to secure access to your data. Your password is required for decrypting stored data. CeeJay Software Limited stores your password unless you elect not to have the password stored with CeeJay Software Limited. IF YOU ELECT NOT TO HAVE CeeJay Software Limited STORE YOUR PASSWORD AND YOU LOOSE YOUR PASSWORD, YOUR ENCRYPTED DATA WILL NOT BE RECOVERABLE.
c. STORAGE AND USE OF E-MAIL AND PASSWORD. In addition to the storage and use of your password, your e-mail address and method of payment may be stored by CeeJay Software Limited. YOU ARE SOLELY RESPONSIBLE FOR SUPPLYING AND MAINTAINING ANY INTERNET CONNECTIONS FOR YOUR EQUIPMENT AND SUPPLYING AND MAINTAINING A CORRECT E-MAIL ADDRESS WITH CeeJay Software Limited.
i. METHOD OF PAYMENT INFORMATION. If you purchased CeeJay Software Limited Products from CeeJay Software Limited, we will collect and store your method of payment for the CeeJay Software Limited Products you have purchased.
ii. E-MAIL ADDRESS INFORMATION. Your e-mail address in combination with your password, allows CeeJay Software Limited to verify your identity. CeeJay Software Limited may offer services such as allowing you to use your e-mail address in combination with your password to remotely delete your data from a computer on which CeeJay Software is installed, or CeeJay Software Limited may allow you to put up a “lost/stolen” sign that will appear on that computer when it is booted. All such new functionality will be announced to you by sending messages to your registered e-mail. AS STATED IN THIS AGREEMENT, CeeJay Software Limited EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY LOST, STOLEN, OR DELETED DATA, INCLUDING ANY DATA DELETED REMOTELY AS DESCRIBED IN THIS SECTION.
iii. INFORMATION COLLECTED VIA THE INTERNET. CeeJay Software may automatically use the Internet to search for updates, such as, but not limited to, bug fixes and security updates, for CeeJay Software. Such updates may install automatically. CeeJay Software Limited Products may also contact CeeJay Software Limited to verify the status of any license and right to use the CeeJay Software Limited Products. Computers with installed CeeJay Software may also be tracked by CeeJay Software Limited (such as via Internet Protocol address) to locate where on the Internet that computer is located so that you and others you invite to backup data can locate your computer. Where applicable, CeeJay Software Limited Products may use the Internet to transfer your data to your designated data storage facilities.
iv. CeeJay Software Limited PRODUCTS’ LICENSE KEY. CeeJay Software Limited Products may require activation via a license key. CeeJay Software Limited Products requiring activation by a license key will require an Internet connection to complete activation. Activation via a license key will result in the computer installed with CeeJay Software Limited Products to transmit the license key to CeeJay Software Limited via the Internet for activation of the CeeJay Software Limited Products.
6. MODIFICATIONS. You agree that CeeJay Software Limited may, at its sole discretion, access our software on your computer, and/or cause CeeJay Software to contact CeeJay Software Limited, in order to provide additional or modified functionality, updates, enhancements, security updates and patches, and upgrades to CeeJay Software or to remove or terminate the functionality of any CeeJay Software in accordance with the termination provisions of this Agreement (collectively “Modifications”). All Modifications will be related to the CeeJay Software Limited Products and will not include additional software from third parties.
7. UNINSTALLING CEEJAY SOFTWARE. You may uninstall CeeJay Software by using any uninstall utility that accompanies the installed CeeJay Software or through the uninstall mechanism provided by your compatible operating system. Uninstalling the CEEJAY SOFTWARE will cause them to cease to function. Uninstalling CeeJay Software will result in you not being able to access any encrypted data that was stored using the CeeJay software. CeeJay Software Limited does not warrant that any and all portions of the CeeJay Software will be removed by any uninstall utility or the uninstall mechanism of your operating system. CeeJay Software Limited does not warrant that all of your computer’s software content, including but not limited to the operating system, will regress to a state of operation, including but not limited to settings and options, that are identical to those that existed prior to the installation of CeeJay Software. You remain bound by the terms of this Agreement, including but not limited to its disclaimer of warranties, limitation of liability, exclusive remedy, intellectual property, and ownership clauses even after you uninstall the CeeJay Software.
8. PROPRIETARY NOTICES. You agree to maintain and reproduce all copyright, trademarks and other proprietary notices on all copies, in any form, of the CeeJay Software in the same form and manner that such copyright and other proprietary notices are included on the CeeJay Software. Except as expressly authorized in this Agreement, you shall not make any copies or duplicates of any CeeJay Software without the prior written permission of CeeJay Software Limited.
9. OPEN SOURCE CONTENT. You acknowledge that some of the CeeJay Software contain open source or publicly available content under separate license and copyright requirements which are located either in this license, the CeeJay Software README file, or the Documentation. You agree to comply with such separate license and copyright requirements. Certain portions of the CeeJay Software are licensed under, and your use of such portions are subject to, the GNU General Public License version 2. A copy of the license is available at www.fsf.org or by writing to [email protected] or the Free Software Foundation, 59 Temple Place, Suite 330, Boston, MA 02111-1307. The GNU General Public License version 2 software is distributed WITHOUT ANY WARRANTY, without even the implied warranty of MERCHANTABILITY or FITNESS FOR A PARTICULAR PURPOSE.
10. TERMINATION. This Agreement shall be effective as of your acceptance of this Agreement and shall continue in effect until terminated by either party. Either party may, at its election and in its sole discretion, terminate this Agreement at will, except as otherwise set forth in this Agreement. CeeJay Software Limited specifically reserves the right to terminate this Agreement and your use of CeeJay Software Limited products immediately, without notice from CeeJay Software Limited, if you fail to comply with any provision of this Agreement, you use any CeeJay Software Limited Product in a way not intended by CeeJay Software Limited, or you abuse your use of CeeJay Software Limited Products. CeeJay Software Limited is further entitled to obtain injunctive relief if your use of the CeeJay Software Limited Products is in violation of any license restrictions. Upon termination, you shall destroy all copies of the CeeJay Software and Documentation in your possession or control.
ACCORDING TO THIS SECTION OR OTHER SECTIONS OF THIS AGREEMENT, CeeJay Software Limited MAY TERMINATE YOUR ABILITY TO CONTINUE TO USE CeeJay Software Limited PRODUCTS. THE TERMINATION OF YOUR ABILITY TO CONTINUE TO USE CeeJay Software Limited PRODUCTS WILL CAUSE THOSE CeeJay Software Limited PRODUCTS TO CEASE FUNCTIONING AND result in you not being able to access any encrypted data that was stored using the CeeJay Software.
11. ALLOCATION OF RISK. You acknowledge and agree that CeeJay Software Limited has set its prices and entered into this Agreement and sales of CeeJay Software Limited Products in reliance upon the disclaimers of warranty and the limitations of liability set forth herein, that the same reflect an allocation of risk between the parties (including the risk that a contract remedy may fail of its essential purpose and cause consequential loss), and that the same form an essential basis of the bargain between the parties.
12. LIMITED WARRANTY. CeeJay Software Limited warrants that, for a period of thirty (30) days from the date of the first purchase of CeeJay Software that such version, in the form delivered by CeeJay Software Limited, will substantially conform to and perform substantially in accordance with CeeJay Software Limited’s published documentation, to the extent such exists, with respect thereto when installed and operated in accordance with CeeJay Software Limited specifications, and CeeJay Software Limited will endeavor to correct any failure of the CeeJay Software Limited Products to so conform or perform of which CeeJay Software Limited receives written notice from you within said thirty (30) day period. EXCEPT AS EXPRESSLY PROVIDED HEREIN, CeeJay Software Limited PRODUCTS FURNISHED BY CeeJay Software Limited AND ACCEPTED BY YOU ARE PROVIDED “AS IS” AND WITHOUT ANY WARRANTY WHATSOEVER. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, ARE SPECIFICALLY EXCLUDED AND DISCLAIMED BY CeeJay Software Limited. CeeJay Software Limited DOES NOT WARRANT THAT THE CeeJay Software Limited PRODUCTS OR ASSOCIATED DOCUMENTATION WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE CeeJay Software Limited PRODUCTS WILL BE UNINTERRUPTED OR ERROR FREE. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF CeeJay Software Limited PRODUCTS IS WITH YOU.
13. LIMITATION OF REMEDIES. YOUR SOLE AND EXCLUSIVE REMEDY FOR BREACH OF THE FOREGOING LIMITED WARRANTY WILL BE THAT (A) CeeJay Software Limited WILL ENDEAVOR TO CORRECT WITHIN A REASONABLE TIME ANY REPORTED FAILURE OF CeeJay Software Limited PRODUCTS TO SUBSTANTIALLY CONFORM TO OR PERFORM SUBSTANTIALLY IN ACCORDANCE WITH CeeJay Software Limited SPECIFICATIONS, TO THE EXTENT SUCH SPECIFICATIONS EXIST, DURING THE WARRANTY PERIOD SET FORTH IN SECTION 12 OF THIS AGREEMENT OR (B) IN THE EVENT THAT CeeJay Software Limited SHALL FAIL OR BE UNABLE FOR ANY REASON TO CORRECT ANY SUCH FAILURE OR NON-CONFORMITY OF THE CeeJay Software Limited PRODUCTS YOU MAY TERMINATE THE END USER LICENSE AGREEMENT AS TO THE AFFECTED CeeJay Software Limited PRODUCTS.
14. LIMITATION OF CeeJay Software Limited LIABILITY. IN NO EVENT WILL CeeJay Software Limited BE LIABLE TO YOU FOR ANY LOST PROFITS, LOST SAVINGS, LOST DATA, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, LOST REVENUE, BUSINESS INTERRUPTION, LOSS OF CAPITAL OR OTHER SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY CeeJay Software Limited PRODUCT FURNISHED OR TO BE FURNISHED BY CeeJay Software Limited UNDER THIS AGREEMENT OR THE USE THEREOF, EVEN IF CeeJay Software Limited HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE, AND THE AGGREGATE LIABILITY OF CeeJay Software Limited UPON ANY AND ALL CLAIMS HOWSOEVER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY CeeJay Software Limited PRODUCTS FURNISHED OR TO BE FURNISHED BY CeeJay Software Limited UNDER THIS AGREEMENT WILL IN ANY EVENT BE ABSOLUTELY LIMITED TO THE AMOUNT OF 14 DAYS SERVICE PAID BY YOU TO CeeJay Software Limited FOR YOUR PURCHASES OF CeeJay Software Limited PRODUCTS UNDER THIS AGREEMENT.
15. INDEMNITY BY YOU. You will, to the fullest extent permitted by law, indemnify CeeJay Software Limited against and hold CeeJay Software Limited harmless from any and all claims, liabilities, damages, costs and expenses, including reasonable attorneys’ fees in connection with investigating, defending, or settling any claim relating to or arising out of any acts or omissions on the part of you which gives rise to claims against CeeJay Software Limited by third parties.
16. YOUR OBLIGATIONS. You represent and warrant that (a) you are the owner or an authorized user of the computer and data on which the CeeJay Software Limited Products are installed or are used in conjunction with; and (b) you shall use the CeeJay Software Limited Products only for lawful purposes, and will comply at all times with all applicable laws and regulations applicable to the use of the same. You agree not to use any automated or manual process to interfere with, modify, or attempt to interfere with or modify the CeeJay Software Limited Products except to uninstall the same as provided herein.
17. GENERAL PROVISIONS.
a. ENFORCEMENT/CHOICE OF LAW/CHOICE OF FORUM. Every provision of this Agreement will be construed, to the extent possible, so as to be valid and enforceable. If any provision of this Agreement so construed is held by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable, such provision will be deemed severed from this Agreement, and all other provisions will remain in full force and effect.
b. ENTIRE AGREEMENT/NO WAIVER. This Agreement sets forth the entire agreement and understanding between CeeJay Software Limited and you regarding the subject matter hereof and supersedes any prior representations, advertisements, statements, proposals, negotiations, discussions, understandings, or agreements regarding the same subject matter. You acknowledge that it has not been induced to enter into this Agreement by any representations or statements, oral or written, not expressly contained in this Agreement. This Agreement may not be modified or amended except as described herein or by a separate writing referencing this Agreement and signed by both you and an authorized representative of CeeJay Software Limited.
The failure by CeeJay Software Limited at any time to enforce any of the provisions of this Agreement or any right or remedy available hereunder or at law or in equity, or to exercise any option herein provided, will not constitute a waiver of such provision, right, remedy or option or in any way affect the validity of this Agreement. The waiver of any default by CeeJay Software Limited will not be deemed a continuing waiver, but will apply solely to the instance to which such waiver is directed.
This Agreement will in all respects be governed by and interpreted, construed and enforced in accordance with the law without respect to its choice of law provisions.
c. CORRECTION OF ERRORS AND INACCURACIES. This Agreement may contain typographical errors or other errors or inaccuracies and may not be correct or current. CeeJay Software Limited reserves the right to correct any errors, inaccuracies or omissions and to change or update this Agreement at any time without prior notice. CeeJay Software Limited does not, however, guarantee that any errors, inaccuracies or omissions will be corrected.
d. HEADINGS. The section headings appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or extent of such section or in any way affect such section.
This Agreement shall not be construed as creating or constituting any partnership, joint venture or agency relationship between the parties.
e. ASSIGNMENT AND RESALE. Your rights under this Agreement are not assignable or transferable. You agree not to resell CeeJay Software Limited Products or any portion thereof. This Agreement will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. No third-party beneficiaries are intended or shall be construed as created by virtue of this Agreement.
Last Modified: 11th January 2013