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Terms of Service

4 weeks ago

Terms of Service


Posted: 19 March 2021

Effective: 01 March 2021

You can see your previous Terms here.


These Terms of Service (“Terms”) cover your use of and access to our services, client software and websites (“Services“). If you reside outside the United States of America, Canada and Mexico (“North America”) your agreement is with Cocoon Data Holdings Pty Limited, a registered company in Australia. If you reside in North America, your agreement is with Covata USA LLC. Our Privacy Policy explains how we collect and use your information while our Acceptable Use Policy outlines your responsibilities when using our Services. By using our Services, you’re agreeing to be bound by these Terms, our Privacy Policy, and Acceptable Use Policy.

Your Data & Associated Permissions

When you use our Services, you provide us with data like your files, content, plans, contracts 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.

On accepting this agreement, you give us permission to do a number of functions including, but not limited to actions such as hosting Your Data, backing it up and sharing it when you ask us to. Our Services also provide you with features such as commenting, sharing, searching, image thumbnails, document previews, geo-fencing, time and date controls and much more. You give us permission to do those things, and this permission extends to our affiliates and trusted third parties we work with. Cocoon Data does not have access to Your Data in an unencrypted state. Cocoon Data’s Administrators cannot provision access for themselves with regards to Your Data. Your Data will reside within our service in the region you nominate when signing up for the service.

Your Responsibilities

Your use of our Services 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.

Cocoon Data may review your conduct and content for compliance with these Terms and our Acceptable Use Policy. We aren’t responsible for the content people share via the Services.

Help us keep Your Data protected. Safeguard your password to the Services and keep your account information current. Don’t share your account credentials or give others access to your account.

You may use our Services only as permitted by applicable law, including export control laws and regulations. Finally, to use our Services, you must be at least 13 years old (or older, depending on where you live).

Software

As long as you comply with these Terms, we give you a limited, non-exclusive, non-transferable, revocable licence to use the Software, solely to access the Services. To the extent any component of the Software may be offered under an open source licence, we’ll make that licence available to you and the provisions of that licence 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 to do so.

Microsoft Office 365 Integration

Refer to your license terms for Microsoft Office 365 software for when using in SafeShare. You may use a copy of the Microsoft Office 365 SafeShare integration supplement with each validly licensed copy of the software. You may not use the supplement if you do not have a license for the software.

Our Intellectual Property

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, SafeShare trademarks, logos and other brand features. We welcome feedback but please note that we may use comments or suggestions without any obligation to you.

Copyright

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 Copyright Policy. 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:

Copyright Agent
Cocoon Data Holdings Pty Limited
2 Chifley Square, Sydney, Australia

Billing

User Subscriptions. You can increase your user subscriptions to specified end users based on a unique E-mail ID that provides the user identified by the unique E-mail ID access to the Services. We’ll automatically bill you from the date the new user is authenticated by the Services. You will be billed monthly and your bill is calculated daily on pro-rata basis for new User’s. You’re responsible for all applicable taxes, and we’ll charge tax when required to do so. Some countries have mandatory local laws regarding your cancellation rights, and this paragraph doesn’t override these laws.

No refunds. You can cancel the Services at any time or delete users from the Services. Refunds are only issued if required by law. For example, users living in the European Union have the right to cancel their Paid Account subscriptions within 14 days of signing up for, upgrading to or renewing a Paid Account.

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.

Termination

You’re free to stop using our Services at any time. We reserve the right to suspend or terminate your access to the Services with notice to you if:

(a) you’re in breach of these Terms,

(b) your use of the Services in a manner that would cause a real risk of harm or loss to us or other users, or

(c) your payment method continues to decline after multiple attempts and is outstanding for a period of 90 days or longer.

We’ll provide you with reasonable advance notice via the email address associated with your account to remedy the activity that prompted us to contact you. This will give you sufficient opportunity to export Your Data from our Services. If after such notice you fail to take the steps we ask of you, we’ll terminate or suspend your access to the Services.

We won’t provide notice before termination where:

(a) you’re in material breach of these Terms,

(b) doing so would cause us legal liability or compromise our ability to provide the Services to our other users, or

(c) we’re prohibited from doing so by law.

Discontinuation of Services

We may decide to discontinue the Services in response to unforeseen circumstances beyond Cocoon Data’s control or to comply with a legal requirement. If we do so, we’ll give you reasonable prior notice so that you can export Your Data from our systems. If we discontinue the Services in this way before the end of any fixed or minimum term you have paid us for, we’ll refund the portion of the fees you have pre-paid but haven’t received Services for.

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, Cocoon Data 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 places don’t allow the disclaimers in this paragraph, so they may not apply to you.

Limitation of Liability

WE DON’T EXCLUDE OR LIMIT OUR LIABILITY TO YOU WHERE IT WOULD BE ILLEGAL TO DO SO – THIS INCLUDES ANY LIABILITY FOR Cocoon Data’s OR ITS AFFILIATES’ FRAUD OR FRAUDULENT MISREPRESENTATION IN PROVIDING THE SERVICES. IN COUNTRIES WHERE THE FOLLOWING TYPES OF EXCLUSION AREN’T ALLOWED, WE’RE RESPONSIBLE TO YOU ONLY FOR LOSSES AND DAMAGES THAT ARE A REASONABLY FORESEEABLE RESULT OF OUR FAILURE TO USE REASONABLE CARE AND SKILL OR OUR BREACH OF OUR CONTRACT WITH YOU. THIS PARAGRAPH DOESN’T AFFECT CONSUMER RIGHTS THAT CAN’T BE WAIVED OR LIMITED BY ANY CONTRACT OR AGREEMENT.

IN COUNTRIES WHERE EXCLUSIONS OR LIMITATIONS OF LIABILITY ARE ALLOWED, Cocoon Data, ITS AFFILIATES, SUPPLIERS OR DISTRIBUTORS WON’T BE LIABLE FOR:

  1. ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR
  2. ANY LOSS OF USE, DATA, BUSINESS OR PROFITS, REGARDLESS OF LEGAL THEORY.

THESE EXCLUSIONS OR LIMITATIONS WILL APPLY REGARDLESS OF WHETHER OR NOT Cocoon Data OR ANY OF ITS AFFILIATES HAVE BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES.

IF YOU USE THE SERVICES FOR ANY COMMERCIAL, BUSINESS OR RE-SALE PURPOSE, Cocoon Data, ITS AFFILIATES, SUPPLIERS OR DISTRIBUTORS WILL HAVE NO LIABILITY TO YOU FOR ANY LOSS OF PROFIT, LOSS OF BUSINESS, BUSINESS INTERRUPTION OR LOSS OF BUSINESS OPPORTUNITY. Cocoon Data AND ITS AFFILIATES AREN’T RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USERS OF THE SERVICES.

OTHER THAN FOR THE TYPES OF LIABILITY WE CANNOT LIMIT BY LAW (AS DESCRIBED IN THIS SECTION), WE LIMIT OUR LIABILITY TO YOU TO THE GREATER OF $20 USD OR 100% OF ANY AMOUNT YOU’VE PAID UNDER YOUR CURRENT SUBSCRIPTION WITH Cocoon Data.

Resolving Disputes

We want to address your concerns without needing a formal legal case. Before filing a claim against Cocoon Data, you agree to try to resolve the dispute informally by contacting us at info@cocoondata.com. We’ll try to resolve the dispute informally by contacting you via email. If a dispute is not resolved within 45 days of submission, you or Cocoon Data may bring a formal proceeding.

Judicial Forum for Disputes. You and Cocoon Data agree that any judicial proceeding to resolve claims relating to these Terms or the Services will be brought in the State of New South Wales, Australia subject to the mandatory arbitration provisions below. Both you and Cocoon Data consent to venue and personal jurisdiction in such courts. If you reside in a country (for example, a member state of the European Union) with laws that give consumers the right to bring disputes in their local courts, this paragraph doesn’t affect those requirements.

IF YOU’RE A US RESIDENT, YOU ALSO AGREE TO THE FOLLOWING MANDATORY ARBITRATION PROVISIONS:

We both agree to arbitrate. You and Cocoon Data agree to resolve any claims relating to these Terms or the Services through final and binding arbitration by a single arbitrator, except as set forth under ‘Exceptions to agreement to arbitrate’ below. This includes disputes arising out of or relating to interpretation or application of this ‘Mandatory arbitration provisions’ section, including its enforceability, revocability or validity.

Opt-out of agreement to arbitrate. You can decline this agreement to arbitrate by clicking here and submitting an opt-out email within 30 days of first registering your account. However, if you agreed to a previous version of these Terms that allowed you to opt out of arbitration, your previous choice to opt out or not opt out remains binding.

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, in Denver (CO) or in any other location we agree to.

Arbitration fees and incentives. The AAA rules will govern payment of all arbitration fees. Cocoon Data will pay all arbitration fees for individual arbitration 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. Cocoon Data will not seek its legal fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.

Exceptions to agreement to arbitrate. Either you or Cocoon Data may assert claims, if they qualify, in a small claims court in Denver (CO) or any United States county where you live or work. Either party may bring a lawsuit solely for injunctive relief to stop unauthorised 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. If the agreement to arbitrate is found not to apply to you or your claim, you agree to the exclusive jurisdiction of the state and federal courts in Denver, Colorado, USA to resolve your claim.

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. If this specific paragraph is held unenforceable, the entirety of this ‘Mandatory arbitration provisions’ section will be deemed void.

Controlling Law

These Terms will be governed by New South Wales, Australia law except for its conflicts of laws principles. However, some countries (including those in the European Union) have laws that require agreements to be governed by the local laws of the consumer’s country. This paragraph doesn’t override those laws.

Entire Agreement

These Terms constitute the entire agreement between you and Cocoon Data 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

Cocoon Data’s failure to enforce a provision is not a waiver of its right to do so later. If a provision is found to be 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. Cocoon Data may assign its rights to any of its affiliates or subsidiaries, or to any successor in the interest of any business associated with the Services.

Modifications

We may revise these Terms from time to time to better reflect:

(a) changes to the law,

(b) new regulatory requirements, or

(c) improvements or enhancements made to our Services.

If an update affects your use of the Services or your legal rights as a user of our Services, we’ll notify you prior to the update’s effective date by sending an email to the email address associated with your account or via an in-product notification. These updated terms will be effective no less than 30 days from when we notify you.

If you don’t agree to the updates we make, please cancel your account before they become effective. Where applicable, we’ll offer you a pro rata refund based on the amounts you have prepaid for Services and your account cancellation date. By continuing to use or access the Services after the updates come into effect, you agree to be bound by the revised Terms.

Cocoon Data Acceptable Use Policy

You agree not to misuse the Cocoon Data services (“Services”) or help anyone else to do so. For example, you must not even try to do any of the following in connection with the Services:

  • probe, scan or test the vulnerability of any system or network.
  • breach or otherwise circumvent any security or authentication measures;
  • access, tamper with or use non-public areas or parts of the Services, or shared areas of the Services you haven’t been invited to;
  • interfere with or disrupt any user, host or network, for example by sending a virus, overloading, flooding, spamming or mail-bombing any part of the Services;
  • access, search or create accounts for the Services by any means other than our publicly supported interfaces (for example “scraping” or creating accounts in bulk);
  • send unsolicited communications, promotions or advertisements, or spam;
  • send altered, deceptive or false source-identifying information, including “spoofing” or “phishing”;
  • promote or advertise products or services other than your own without appropriate authorisation;
  • abuse referrals or promotions to get more storage space than deserved or to sell storage space received from referrals or promotions;
  • circumvent storage space limits;
  • sell the Services unless specifically authorised to do so;
  • publish or share materials that are unlawfully pornographic or indecent, or that contain extreme acts of violence or terrorist activity, including terror propaganda;
  • advocate bigotry or hatred against any person or group of people based on their race, religion, ethnicity, sex, gender identity, sexual orientation, disability or impairment;
  • harass or abuse Cocoon Data personnel or representatives or agents performing services on behalf of Cocoon Data;
  • violate the law in any way, including storing, publishing or sharing material that’s fraudulent, defamatory or misleading; or
  • violate the privacy or infringe the rights of others.
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