Terms of Service

Updated 26th October 2010

This is a legal agreement between you and Replica Data Security Pty Ltd. ("Replica Data Security"). By downloading or using any part of the Send-It Confidential software (the "Service"), you agree to be bound by these Terms of Service and by the Replica Data Security Privacy Policy, which are collectively referred to as the "Agreement". If you use the service on behalf of your employer, you warrant that you are authorized to enter into legally binding contracts on behalf of your employer and the terms and conditions of this agreement apply to you and your employer. If you and/or your employer do not agree to the terms of this agreement, or if you are not authorized to enter into legally binding contracts on behalf of your employer, you must not use the Service or make any payment. The terms of this Agreement, as modified by Replica Data Security from time to time in accordance with the next paragraph, will govern all your future use of the Service.

Replica Data Security may revise these Terms of Service and the Privacy Policy from time to time. Each revision will contain a revision date and will be posted on www.senditconfidential.com. Replica Data Security recommends that you review this page from time to time to note any changes. By continuing to access or use the Service, you agree to be bound by any Terms of Service and Privacy Policy in effect at the time of such access or use. If you do not agree to the modified terms then you must cease using the Service.

The Service

The Service enables users (“Senders”) to store and send messages and files (“Messages” and “Files”) to others (“Recipients”).

Replica Data Security offers several account types, some of which are provided for free and some of which are provided in exchange for a periodic Subscription Fee. Details of the features associated with each account type can be found on the Pricing Page.

The features and limitations in effect when you began your then-current subscription will remain in effect for at least 12 months from the date you began your subscription. After the initial 12 month subscription period, you acknowledge and agree that Replica Data Security may change any of the practices and policies concerning use of the Service, including without limitation, the Subscription Fee, the maximum number of Senders allocated to an account, the maximum number of messages multiplied by recipients that may be sent by an account’s Senders per month, the maximum uncompressed size of Messages and Files stored on the server, the maximum total uncompressed size of Message and Attachment downloads per month by Recipients of messages sent by an account’s Senders and the maximum file size that can be sent by an account’s Senders. Replica Data Security will provide at least 30 days notification by email of any such change and any such change will not take effect until at least the end of the subscription period that has been paid for at the time the notification is sent.

Replica Data Security may modify, suspend, or discontinue, temporarily or permanently, the Service and may remove or delete any Files and Messages (defined below) at any time, in its sole discretion.

Accounts

Before using the Service, you must register and create a Replica Data Security account. You agree to provide accurate, current, and complete information when you create an account.

You are responsible for safeguarding the password that you use to access the Service. You agree not to disclose your password to any third party. You agree to take sole responsibility for any activities or actions under your password, whether or not you have authorized such activities or actions. You will immediately notify Replica Data Security of any unauthorized use of your password. You are responsible for keeping your account information current and accurate; Replica Data Security will have no liability for failure to deliver notices that result from inaccurate account information or otherwise.

Messages and Files

Replica Data Security reserves the right, in its sole discretion, at any time, to remove Messages and Files that it believes to be in violation of this Agreement.

Replica Data Security will remove Files from the Replica Data Security servers after they have been delivered to all Recipients the File was sent to. Replica Data Security will remove Messages from the Replica Data Security servers when the person who sent the Message is not listed as a Sender on a paid subscription.

You have sole responsibility for all Messages and Files that you store on Replica Data Security servers through use of the Service. You acknowledge and agree that Replica Data Security will not be responsible for any failure of the Service to store a Message or File, for the deletion of a Message or File stored on the Service, or for the corruption of or loss of any data, information or content contained in a Message or File or any other data, information or content created during the use of the Service.

Replica Data Security does not claim any ownership rights in any Messages or Files that you make available through the Service. However, by sending Messages and Files through the Service, you grant Replica Data Security the non exclusive, worldwide, transferable right, on a royalty-free basis, with a right to sublicense this right only to third parties assisting Replica Data Security in providing the Service, to use, copy, distribute and process Messages and Files through the Service on your behalf and on behalf of your customers solely for the purposes of ensuring secure transfer and delivery of such Messages and Files.

Payment

You can select what type of account you prefer, and if it is a paid account, the frequency with which you will pay for it. Replica Data Security paid accounts are subscription services with recurring credit card charges on a monthly/quarterly/yearly basis (as selected by you). For some premium accounts, Replica Data Security may offer the choice of credit card payments or corporate account invoicing. You agree to pay all account charges, and to pay any applicable taxes and other fees that accrue in relation to your use of the Service. For accounts setup on an invoice basis, you agree to pay Replica Data Security all amounts stated in such invoices within thirty (30) days of receipt.

Credit card payments are made through 2Checkout. 2Checkout.com is an authorized reseller of goods and services provided by Replica Data Security.

Download Information

You acknowlege and agree that details of when you downloaded and viewed Messages and Files, including without limitation your email address and the computer name, IP address and DNS for the computer you were using at the time, are recorded and can be viewed by Message Senders and editors.

Proprietary Rights

You acknowledge that all copyright and all and any intellectual property rights in and to the Service are the sole property of Replica Data Security. Except as expressly permitted in this Agreement, you may not reproduce, modify, or prepare derivative works based upon, distribute, sell, transfer, publicly display, publicly perform, transmit, or otherwise use the Service.

Usage Restrictions

As a condition of your use of the Service, you agree not to:
• Send any Message or File: (i) that is obscene, libelous, blasphemous, pornographic, defamatory, inciting hatred, terrorism or any similar offence; (ii) that is false or misleading; (iii) that breaches the intellectual property rights of others including but not limited to third party copyrights, storing or sharing copyrighted music or other copyrighted material that has not been legally obtained; (iv) that you do not have the lawful right to copy, transmit, distribute, and display; (v) in violation of any applicable local, state, national and foreign laws, treatises and regulations
• Access, tamper with, or use any non-public areas of the Service or Replica Data Security’s computer systems or the technical delivery systems of Replica Data Security’s providers;
• Attempt to probe, scan, or test the vulnerability of the Service or any related system or network or breach any security or authentication measures used in connection with the Service and such systems and networks;
• Attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Service;
• Harm or threaten to harm other users in any way or interfere with, or attempt to interfere with, the access of any user, host or network, including without limitation, by sending a virus, overloading, flooding, spamming, or mail-bombing the Service;
• Send unsolicited email, junk mail, spam, chain letters, or promotions or advertisements for products or services;
• Impersonate or misrepresent your affiliation with any person or entity.

Replica Data Security will have the right to investigate and prosecute violations of any of the above, including without limitation possible infringement of any intellectual property rights and possible security breaches, to the fullest extent of the law. Replica Data Security may involve and cooperate with law enforcement authorities in prosecuting users who violate this Agreement. You acknowledge that, although Replica Data Security has no obligation to monitor your access to or use of the Service, it has the right to do so for the purpose of operating the Service, to ensure your compliance with this Agreement, or to comply with applicable law or the order or requirement of a court, administrative agency, or other governmental body. Replica Data Security reserves the right at all times to disclose, in its sole discretion, any Messages or Files as necessary to (a) satisfy any law, regulation, or governmental request or (b) reduce or prevent what Replica Data Security considers to be, in its sole discretion, a serious or imminent threat to your health or safety, or the health or safety of another.

Service Availability

Replica Data Security will use all reasonable efforts to ensure that access to the Service is available to you. You agree and understand that there will be times (planned and emergency) when the Service will not be available. Replica Data Security will make commercially reasonable efforts to notify you of planned downtime and unavailability of the Service. Notwithstanding such undertaking, Replica Data Security is not responsible or liable for any Service unavailability.

Termination

You may cancel a paid account at any time by contacting us. If you cancel an account within 7 days of purchase because the service was unavailable or faulty, your payment will be refunded in full. For all other cancellations, Replica Data Security will not refund any fees paid by you. Instead, your account will remain active for the remainder of the term for which you paid and will then be converted to a free account.

Replica Data Security reserves the right to discontinue the Service or to change the Service at any time and without notice, except that Replica Data Security will provide notice of such discontinuation to corporate account holders by email. In the event of such discontinuation by Replica Data Security, Replica Data Security will refund any fees paid by you, prorated proportionally to the amount of time remaining in the then-current subscription period. For month-to-month accounts, that period is one month, for quarterly accounts that period is three months, for annual accounts, that period is one year.

If you breach this Agreement, Replica Data Security will have the right to terminate this Agreement immediately, without notice, and to deactivate your account. In the event of your breach of this Agreement, Replica Data Security will not be required to refund any fees paid by you.

Upon termination of this Agreement; (a) the rights and licenses granted to you herein shall terminate; (b) You shall cease all use of the Services; and (c) Replica Data Security shall at its own discretion remove and/or purge your Messages, Files and account information from the system.

Warranties and Exceptions

The Service is provided “as is”, without any representation or warranty of any kind, either express or implied including but not limited to warranties of merchantability or fitness for a particular purpose. Replica Data Security does not warrant that: (a) the Service will be error free; (b) the use of the Service shall be uninterrupted; (c) Messages and Files sent using the Service will be delivered, or (d) the Programs shall provide any function not expressly designated in accompanying help files.

In the event that this agreement constitutes a supply of goods or services to a consumer, as defined in any of the Consumer Acts and to the full extent permitted by law: (a) nothing in this agreement shall be construed as excluding, restricting or modifying any express or implied condition, warranty, right or remedy conferred by any of the Consumer Acts on you; and (b) the liability of Replica Data Security in respect of a breach of a condition or warranty implied by any of the Consumer Acts (other than an implied condition as to good title, an implied warranty that the you will enjoy quiet possession and an implied warranty that the Service is unencumbered together with any other non-excludable implied conditions or warranties contained in any of the Consumer Acts), including any consequential loss including loss of data, files, programs, loss of revenue, the cost of substitute software, equipment or services which you or any other entity or person may sustain or incur shall be limited to the lesser of (a) one hundred U.S. dollars ($100) and (b) the fees paid to Replica Data Security by you in the twelve (12) months leading up to the event giving rise to such a claim. In no event shall Replica Data Security be liable to you for any indirect, incidental, special, or consequential damages for performance or failure to perform in accordance with the terms of this Agreement, including but not limited to lost profits or revenue, loss of data, substitute software or equipment, or loss of good will regardless of whether the loss or damages is based in contract, tort, strict liability, indemnity, breach of warranty, or negligence regardless of whether the party to be charged knew or had reason to know of the possibility of such loss or damages.

Indemnity

You hereby indemnify and shall keep indemnified Replica Data Security against all and any demands, claims, actions and proceedings whatsoever and however, arising made by any third person in connection with or arising out of the your use of the Service, including without limitation third party claims that Messages or Files sent using the Service by you infringe or misappropriate the intellectual property rights, privacy rights, publicity rights, or moral rights of a third party.

Governing Law and Jurisdiction

This document is governed by and shall be construed in accordance with the laws of New South Wales, Australia. The Parties: (a) irrevocably and unconditionally submit to the non-exclusive jurisdiction of the courts of New South Wales, Australia and any courts which have jurisdiction to hear appeals from any of those courts; and (b) waive any right to object to any proceedings being brought in those courts for any reason.

Entire Agreement

This Agreement is the entire and exclusive agreement between Replica Data Security and you regarding the Service, and this Agreement supersedes and replaces any prior agreements between Replica Data Security and you regarding the Service. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other Replica Data Security services, affiliate services or third-party content software or services.

General

You will not assign any rights granted to you or delegate any of your duties hereunder; any attempt to do so is void and of no effect. Replica Data Security may freely assign these Terms of Service and the rights granted hereunder without restriction. Nothing in this Agreement shall constitute a partnership or joint venture between you and Replica Data Security. In the event that any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force and affect. Replica Data Security may provide you with notices, including those regarding changes to the Service by email or by postings on the Service. The failure of Replica Data Security to enforce any right or provision of this Agreement will not be deemed a waiver of such right or provision. The headings and captions are for convenience only and are not to be used in the interpretation of this Agreement.

If you have any questions about this Agreement, please contact Replica Data Security