Terms of Service

Effective Date: 09/24/2024 Updated Date: 12/30/2024

Please read through the aCabinet Terms and Conditions outlined below prior to using aCabinet, as your use of aCabinet is subject to these terms and conditions.

TERMS AND CONDITIONS FOR aCABINET USERS

1. Registration

Thank you for choosing aCabinet (the "Company," "we", "us", or "our"). These are the terms and conditions (the "Terms") which apply to your use of the aCabinet website located at www.aCabinet.net (the "Site"), the Licensed IP (as defined in Section 5 below), and those Services identified in documentation provided to you by email, on the Site, or by any other means in connection with any services provided by aCabinet (collectively referred to as the "Services").

Please read these Terms before registering for the Services. By completing your registration and clicking on the "I Accept" button below, you will become a registered user (a "User," or, alternatively, "you", "your", "yours") of the Services and Licensed IP, and you agree to be bound by these Terms. If you do not agree to the Terms, please do not register for the Services. The Terms are subject to change by the Company at any time; however, the most current version of the Terms is available by clicking on the link at the bottom of the Site. We encourage you to regularly review the Terms to ensure that you are aware of any changes. By continuing to use the Services after changes in the Terms have been posted on the Site, you agree to be bound by the most current version of the Terms.

By registering for, using, or receiving the Services, you: represent that you are 18 years of age or older; represent that you have the legal capacity and authority to bind yourself and/or the person or entity for whom you are accepting these Terms; represent, warrant, and covenant that the information and data that you have provided or will provide to the Company is or will be correct and complete in all respects, and that you have the right to provide such information and data to the Company; acknowledge that the Company has and will rely upon the information and data that you provide and that any incorrect or incomplete information that you provide to the Company may result in the Company withholding, suspending, or terminating the Services and/or terminating this agreement; and agree to be bound by these Terms, as they may be updated by the Company from time to time in its sole discretion.

Email Address Requirement:

Users are required to create a new email address specifically for their work with aCabinet. Proper use means utilizing the new email address solely for activities related to aCabinet.

If there exists any conflict between these Terms and the terms of any other offer for the Services, these Terms will govern. For information regarding how information is gathered and used at the Site, please read our Privacy Policy.

2. Description of Services

aCabinet provides users with a digital library platform that leverages Google Drive, Google Sheets, and the Gmail API to facilitate efficient file management and communication.

Key features of aCabinet include:

File Management: Users can easily manage their documents, spreadsheets, and presentations, ensuring all important files are centralized and accessible in their designated Google Drive "Cabinet" folder.
Account Management: Each aCabinet account has a designated manager responsible for uploading, organizing, and deleting files. Members, such as students, are selected by the account manager and may request access to the file directory or specific files. Requests are sent and fulfilled via email.
Collaboration: The platform enables seamless collaboration by allowing users to share files via email requests, enhancing communication and teamwork among users. All email requests are labeled "Library," and only emails with this label are read and acted upon by the software.
Ownership and Security: Users retain ownership of their files, and all data is securely stored in aCabinet's designated Google Drive folder, utilizing Google's robust security measures to protect user information. Users manage their files directly within their Google Drive, and aCabinet does not maintain copies on its servers.
User Account Requirements: Users are required to create a new email address specifically for use with aCabinet. This measure helps mitigate risks related to data breaches and ensures a dedicated communication channel.
No Transaction Facilitation: aCabinet does not engage in or facilitate any financial transactions, negotiations, or real estate dealings. The platform strictly serves as a digital file management and sharing tool.
Limitations of Liability: aCabinet does not guarantee the accuracy or completeness of any information stored or shared through its service. Users are responsible for ensuring the validity and relevance of their files.

By using aCabinet, users are granted a limited, revocable, and non-exclusive license to access the service for the duration of their use. aCabinet does not:

Represent users in any capacity: aCabinet does not act on behalf of users in any transactions or negotiations related to file sharing or management.
Manage or store files outside user control: aCabinet does not oversee or control users' files; all file management remains the responsibility of the user within their own Google Drive.
Facilitate financial transactions: aCabinet does not engage in or support the processing, closing, or negotiation of financial transactions related to file sharing.
Provide legal or financial advice: aCabinet does not offer legal representation, advice, or financial support concerning file management or any transactions.
Conduct appraisals or evaluations: aCabinet does not assess or appraise the value of files, data, or any associated transactions.
Handle user disputes: aCabinet does not mediate or resolve disputes between users regarding files or information shared through the platform.

3. Changes/Upgrades to the Services

aCabinet reserves the right, at its sole discretion, to modify or change the Services, Licensed IP, and/or Fees as needed. Users will be notified of any such changes through the Site, email, or other methods deemed appropriate by aCabinet. Continued use of the Services following any modifications constitutes acceptance of those changes. If you are ever dissatisfied with the Services, Licensed IP, or Fees, you may terminate your use of the Services in accordance with the terms outlined in Section 9. All users will receive updates to their existing Services at no additional charge. However, any addition of new services or features to your existing Services may incur additional Fees.

4. Third-Party Services

Our Service integrates with third-party platforms, including but not limited to Google Drive, Google Sheets, and the Gmail API (collectively referred to as "Third-Party Services"). By using our Service, you acknowledge and agree to comply with the terms and conditions of these third-party providers, including but not limited to Google's Terms of Service, which can be accessed at [Google's Terms of Service link].

You understand that aCabinet is not responsible for the availability, reliability, or performance of any Third-Party Services, and any issues arising from your use of such services are solely between you and the third-party provider. aCabinet makes no representations or warranties regarding the functionality or security of Third-Party Services, and you are responsible for ensuring your compliance with their terms.

5. Use of Services and Site

Eligibility:

You must be at least 18 years old or the age of majority according to the laws of your state of residence to become a user of aCabinet and assume the obligations set forth in these Terms. To receive the Services provided remotely, aCabinet will assess your Internet connection for the minimum line rate (speed) required for support based on standard line qualification procedures.

Service Coverage:

You acknowledge and agree that the Services provided by aCabinet will only cover the computer systems and devices specifically registered with or authorized by aCabinet for the Services ("Authorized Device"). Service availability will depend on your mobile device coverage and Internet access. aCabinet is not responsible for any issues arising from limitations in your mobile coverage or Internet connectivity.

System Requirements:

aCabinet does not manufacture, sell, or install third-party systems necessary for utilizing the Services. You may only access and use the Services with equipment capable of receiving the Services as specified ("Third Party Equipment"). You are responsible for obtaining all Third Party Equipment, including installation, from authorized sellers or manufacturers. Third Party Equipment is subject to the seller's or manufacturer's terms and conditions. aCabinet is not liable for any loss or damage to your personal or real property resulting from the installation or use of Third Party Equipment. For any questions regarding your Third Party Equipment, please contact the manufacturer or seller.

Personal Use of the Service:

You agree to use the Services solely for the Authorized Device and not to permit any unauthorized users to access the Services. You are responsible for maintaining the security of your password(s) and agree not to disclose them to any third party. You are solely responsible for any activity that occurs under your user accounts, including any sub-accounts. You expressly agree not to resell the Services or use them for high-volume purposes or as a virtual support center, as determined solely by aCabinet. You may not assign your obligations under these Terms to any other party. Additional users or devices may incur separate and additional fees.

Safety and Access Control:

It is your responsibility to exercise discretion and observe all safety measures necessary to protect your personal well-being and property and to prevent unauthorized access or misuse of passwords and information. You may only access and use the Site as authorized by these Terms and any other documents provided to you. aCabinet is not liable for any unauthorized access to or misuse of the Services or the Site. You may not use the Site in a manner that could damage, disable, overburden, or impair it or interfere with any other party's use. Unauthorized attempts to gain access to the Site or its connected systems are strictly prohibited. You agree not to engage in any activities regarding the Site that violate any applicable laws or regulations or infringe on the rights of third parties.

Prohibited Activities:

You agree not to engage in any of the following prohibited activities:

To violate any applicable law or regulation;
To share any illicit or pornographic (including child pornography) or otherwise inappropriate content;
To share any information that government authorities would find objectionable;
To upload any information about controlled substances or explosives;
To infringe upon or violate our intellectual property rights or the intellectual property rights of others;
To distribute viruses or any other harmful computer code;
To interfere with or disrupt the security, integrity, or performance of our Service.

Service Interruptions:

The Services are web-based and may be interrupted or negatively affected by factors beyond our control. aCabinet may discontinue any of the Services at its sole discretion. We are not liable for interruptions or issues caused by governmental actions, conflicts, acts of nature, labor disputes, or issues with telecommunications or third-party services. Additionally, we are not responsible for failures related to your Third Party Equipment.

Restrictions on Use:

You agree not to copy, translate, rent, lease, sublicense, or transfer the Licensed IP, nor to permit reverse compilation, reverse engineering, or reverse assembly of any part of the Licensed IP. You further agree not to allow third parties to operate or use the Licensed IP or the Services without prior permission from aCabinet.

Scheduling; Customer Service:

For all Services that require scheduling, aCabinet will use commercially reasonable efforts to schedule a mutually convenient session in a timely manner. However, circumstances beyond our control may lead to delays. If a scheduled session is missed, aCabinet will make reasonable efforts to reschedule. For customer service regarding Third Party Software or equipment, you agree to comply with the terms under which you licensed such software or purchased such equipment. aCabinet is not an authorized service provider for any Third Party Software or equipment unless explicitly stated. Support by unauthorized providers may void warranties. For questions about the Services or the Licensed IP, please contact aCabinet customer service at support@aCabinet.net.

6. Fees

Billing:

You agree to pay, prior to receiving the Services, the fees identified in any documentation provided by aCabinet via email or otherwise in connection with your purchase of Services. These fees are subject to change by aCabinet at any time in its sole discretion. All fees related to the Services (the "Fees") will be billed to you by our third-party credit payment processing vendor. We reserve the right to change our third-party provider and the manner of payment without prior notice to you. Your credit card will be automatically billed upon the activation of the Services and on a monthly basis thereafter for the applicable Fees until the Services are terminated in accordance with Section 9 below. Any renewal of Services will be billed at the rate in effect at the time of the renewal.

Additionally, our processing log will only log errors, and the only data we use for billing purposes are token IDs (alphanumeric IDs) and spreadsheet IDs when communicating with Google Services. Files uploaded as email attachments will be stored individually in the Gmail account's Drive folder. Users retain ownership of their personal data (files) used by aCabinet and can withdraw consent from Google Services to stop using aCabinet.

Card Payments:

We will not send you billing statements. For any payment required you authorize aCabinet to permit its third-party credit payment processing vendor to process all amounts owed to aCabinet under these Terms. You will maintain valid and current credit card information at all times. If you terminate your credit card, elect to pay for the Services with a different credit card, or receive a new account number for your credit card, you shall immediately notify aCabinet's third-party credit payment processing vendor of such termination or change. If, for any reason, fees owed cannot be billed to your credit card for any amount due under these Terms, you authorize aCabinet to bill you directly for such amount, which amount, together with any late fees, chargeback reimbursement, or other fees set forth in these Terms, shall be immediately due and payable.

Questions or Claims:

You may direct any questions or claims regarding billing to aCabinet's customer service. If you wish to dispute a charge on your bill, please contact customer service within 120 days after the due date of the charge in question; otherwise, you waive your right to dispute the charge.

Changes in Billing Information:

You agree to immediately notify aCabinet of any changes to your registration information, including, but not limited to, your name, address, or credit card information.

7. Intellectual Property License

aCabinet grants you a nonexclusive, non-transferable license to access via the Site and use the machine-readable version of its software, documentation, and other intellectual property owned by aCabinet and/or made available to you in connection with the provision of the Services (the "Licensed IP"). The Licensed IP may be accompanied by an end-user access license agreement or similar document from aCabinet. Your use of the Licensed IP is governed by the terms of such agreement and by these Terms, as applicable. You may not install or use any Licensed IP accompanied by an end-user access license agreement unless you first agree to its terms and conditions.

For any Licensed IP where a separate license agreement is not required, aCabinet grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Licensed IP only during the term of the Services, solely for your personal or internal business purposes with respect to the Authorized Devices, and only as part of or for use with the Services and for no other purpose.

You acknowledge that you have no ownership, rights, title, or other interest in the Licensed IP apart from the rights granted hereunder. All rights, title, and interest in and to the Licensed IP, including intellectual property interests, are the exclusive property of aCabinet, and these Terms shall not be construed as a transfer of title or ownership. All rights not expressly granted to you pursuant to this Section are reserved by aCabinet and its third-party providers, licensors, and suppliers.

All software included in the Licensed IP is either a commercial product, produced entirely at private expense, copyrighted, and owned by aCabinet or a third-party provider, or is otherwise proprietary to aCabinet. You acknowledge that the license granted hereunder is terminable at will by aCabinet in its sole discretion. Termination of the license revokes your license and ends your rights to use the Licensed IP. Upon termination, you will immediately cease all use of the Licensed IP.

The terms that are intended to survive performance by either party shall continue to survive the termination of the license, including, but not limited to, terms relating to warranty limitations, liability limitations, remedies or damages, and proprietary rights.

You acknowledge that the Licensed IP may include software provided by third parties ("Third Party Software"), and that the licensor of any Third Party Software embedded in the Licensed IP has a proprietary interest in such software. Third Party Software will be sublicensed to you by aCabinet or licensed to you by the Third Party Provider that owns or licenses the Third Party Software. You agree to be bound by the terms and conditions set forth by such Third Party Providers before installing Third Party Software, regardless of whether aCabinet sublicenses or assists you in acquiring, installing, or using Third Party Software. aCabinet does not have rights to Third Party Software and does not license Third Party Software to you, except to the extent that aCabinet is a reseller or licensee of the Third Party Software. aCabinet does not make any representations or warranties regarding Third Party Software.

If any modifications, enhancements, improvements, or alterations to the Licensed IP are made by aCabinet, you, or any third party, all such modifications, enhancements, improvements, or alterations shall belong exclusively to aCabinet. You agree to assign to aCabinet any ownership or other right, title, and interest in or to such improvements, enhancements, modifications, or alterations and to execute any documents necessary to facilitate such assignment.

You acknowledge that in connection with this agreement, you may receive certain confidential information from aCabinet, which includes information relating to the Licensed IP. You agree to (a) hold and maintain in strict confidence all confidential information of aCabinet and not disclose it to any third party, and (b) use such confidential information only as permitted by these Terms or as necessary to exercise rights or perform obligations under these Terms. If you disclose or are required to disclose confidential information, you shall use commercially reasonable efforts to provide aCabinet with prompt notice prior to any disclosure, allowing aCabinet a reasonable opportunity to protect the confidential information from public disclosure.

You may not assign, sell, transfer, pledge, or encumber your rights hereunder. You may not sell, sublicense, or rent the Licensed IP to any third party. aCabinet may assign this license to a third party without your consent.

aCabinet has no obligation to support or maintain the Licensed IP or to provide consulting or training services.

8. WARRANTIES

ACABINET MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING THE PERFORMANCE OR FUNCTIONALITY OF THE SERVICES AND LICENSED INTELLECTUAL PROPERTY OR ANY THIRD-PARTY EQUIPMENT. THE SERVICES AND LICENSED INTELLECTUAL PROPERTY ARE PROVIDED TO YOU ON AN "AS-IS" AND "AS-AVAILABLE" BASIS, AND YOU USE THEM AT YOUR OWN RISK. ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED.

WE HIGHLY RECOMMEND THAT MANAGERS CREATE A NEW EMAIL ACCOUNT FOR USE WITH ACABINET AND USE IT SOLELY FOR THAT PURPOSE TO MITIGATE RISKS ASSOCIATED WITH DATA BREACHES. ALTHOUGH ACABINET EMPLOYS STRONG SECURITY MEASURES, NO WEBSITE IS ENTIRELY IMMUNE TO BREACHES, AND ALL MESSAGES IN THE ACCOUNT, INCLUDING PERSONAL MESSAGES, COULD BE VULNERABLE IN THE EVENT OF A BREACH. MANAGERS ASSUME ALL LIABILITY FOR IMPROPER USE OF OUR SERVICE.

WE DO NOT GUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ACABINET SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUES, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES RESULTING FROM (I) YOUR ACCESS TO OR USE OF THE SERVICES; (II) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES; OR (III) UNAUTHORIZED ACCESS OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT.

SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES OR THE LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE DISCLAIMERS MAY NOT APPLY TO YOU.

9. LIABILITY

THE COMPANY DOES NOT AUTHORIZE ANY PERSON TO CREATE FOR IT ANY OBLIGATION OR LIABILITY IN CONNECTION WITH THE SERVICES AND LICENSED IP. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY, ITS SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF CONFIDENTIAL OR OTHER INFORMATION, BUSINESS INTERRUPTION, PERSONAL INJURY, PERSONAL OR REAL PROPERTY DAMAGE, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY (INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, OR NEGLIGENCE) AND ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN ANY WAY RELATED TO (A) THE USE OF OR INABILITY TO USE THE SERVICES AND LICENSED IP; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; OR (C) ANY OTHER MATTER RELATING TO THE SERVICES AND LICENSED IP. EXCEPT AS OTHERWISE PROVIDED IN THESE TERMS, IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICES AND LICENSED IP, YOUR SOLE AND EXCLUSIVE REMEDY IS TO CANCEL AND DISCONTINUE USING THE SERVICES AND LICENSED IP AND TO RECEIVE A REFUND FOR SERVICES YOU DEMONSTRATE WERE PROMISED BUT NOT PROVIDED. IN NO INSTANCE WILL THE COMPANY'S LIABILITY TO YOU EXCEED THE GREATER OF (I) THE FAIR MARKET VALUE OF THE COMPUTER, OR (II) THE FEES PAID BY YOU IN THE THREE (3) MONTH PERIOD PRIOR TO THE CLAIM AT ISSUE, AND YOU AGREE THAT THIS LIMITATION REPRESENTS A REASONABLE ALLOCATION OF RISK. THE FOREGOING EXCLUSIONS AND LIMITATIONS WILL APPLY REGARDLESS OF ANY ALLEGATION OR FINDING THAT A REMEDY FAILED OF ITS ESSENTIAL PURPOSE, REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) AND EVEN IF THE COMPANY OR OTHERS WERE ADVISED OR AWARE OF THE POSSIBILITY OF LIKELIHOOD OF SUCH DAMAGES OR LIABILITY.

10. INDEMNIFICATION

BY REGISTERING FOR THE SERVICES, YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS ACABINET, AND ITS SUBSIDIARIES, AFFILIATES, SUPPLIERS, AND LICENSORS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ASSIGNS FROM AND AGAINST ANY AND ALL THIRD-PARTY CLAIMS, DEMANDS, PROCEEDINGS, SUITS AND ACTIONS, INCLUDING ANY RELATED LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, FINES, JUDGMENTS, SETTLEMENTS, EXPENSES (INCLUDING ATTORNEYS' AND ACCOUNTANTS' FEES AND DISBURSEMENTS) AND COSTS INCURRED BY, BORNE BY OR ASSERTED AGAINST THE COMPANY TO THE EXTENT SUCH CLAIMS IN ANY WAY RELATE TO, ARISE OUT OF, OR RESULT FROM (A) YOUR VIOLATION OF ANY APPLICABLE LAWS OR REGULATIONS, THESE TERMS, THE PRIVACY POLICY OR THE TERMS OF ANY AGREEMENT GOVERNING YOUR USE OF THIRD-PARTY EQUIPMENT (OR ANY OF THE FOREGOING BY PARTIES WHO USE YOUR ACCOUNT, WITH OR WITHOUT YOUR PERMISSION, TO ACCESS THE SERVICE); (B) ACTS, ERRORS, OR OMISSIONS BY YOU (OR ANY PARTIES WHO USE YOUR ACCOUNT, WITH OR WITHOUT YOUR PERMISSION, TO ACCESS THE SERVICES); (C) CLAIMS FOR INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS ARISING FROM THE USE OF THE SERVICES, THIRD-PARTY EQUIPMENT, OR THE INTERNET; OR (D) YOUR USE OF THE SERVICES AND LICENSED IP.

11. Term and Cancellation

The Services will commence upon your acceptance of these Terms and will continue until cancelled as provided in this Section 9. For Services you request on a monthly basis, your monthly plan will be renewed automatically each month. We reserve the right to suspend or cancel the Services at any time if you fail to pay amounts owing when due, violate or breach any of the Terms, or for any other reason at our sole discretion. If the Services are suspended or cancelled, you will still be responsible for payment of all outstanding balances accrued through the remainder of the month or other cancellation date, including any fees described herein. You may cancel the Services at any time by providing written notice to us, using the cancellation form that will be provided to you upon request. Upon your request for the cancellation form, the Company will send it to you within a reasonable time. Upon termination of the Services, you will no longer have access to the Services and you must delete or uninstall any Licensed IP from the Authorized Device, any Third Party Equipment, or any other computer system or device. You will not receive a refund of any Fees paid for Services through the end of the month or other period in which the Company receives your written notice of cancellation on the form provided.

12. Export Control

The United States controls the export of products and information. You agree to comply with such restrictions and not to export or re-export the Services or the System or any portion thereof to countries or persons prohibited under the export control laws. By downloading the System, you are agreeing that you are not in a country where such export is prohibited and that you are not on the U.S. Commerce Department's Table of Denial Orders or the U.S. Treasury Department's list of Specially Designated Nationals. You are responsible for compliance with the laws of your local jurisdiction regarding the import, export, or re-export of the Services or the System.

13. Changes to These Terms

We reserve the right to modify or update these Terms of Service at any time. Any changes will be effective immediately upon posting the revised Terms on our website or through any other appropriate communication channels. We will notify you of significant changes to these Terms via email, through a prominent notice on our website, or by any other method we deem appropriate. It is your responsibility to review these Terms periodically for any updates. Your continued use of our Services following the posting of any changes to these Terms constitutes your acceptance of the new terms. If you do not agree to the revised Terms, you must cease using our Services immediately. You can access previous versions of the Terms of Service on our website. We encourage you to review these versions if you wish to understand the changes that have been made.

14. General

Waiver. Any waiver granted herein shall not be deemed effective unless in writing, executed by the party as to whom enforcement of the waiver is sought. A waiver by either party of any provision(s) hereof shall not be deemed a waiver as to any other provision hereof or of any subsequent breach by either party of the same or any other provision.

Severability. If any provision of these Terms is prohibited or unenforceable by any applicable law, the provision shall be ineffective only to the extent and for the duration of the prohibition of unenforceability, without invalidating any of the remaining provisions.

Relationship. You acknowledge that the Company is an independent contractor and neither the Company nor any of its directors, officers, agents, employees, or affiliates is or shall be deemed employed by you. The Company reserves the right to determine the method, manner, and means by which the Services will be performed. The Company and its directors, officers, agents, employees, and affiliates are not required to perform the Services for you during any particular hour of the day or night, and the time spent accessing the Authorized Device covered by the Services is at the Company's discretion, subject to your access times and security requirements. You further acknowledge that the Company is not required to devote its full time or the full time of any of its directors, officers, agents, employees, or affiliates to the performance of the Services, and you acknowledge that the Company has other clients and that it offers Services to the general public. The order and sequence in which the Services are to be performed shall be under the control of the Company and its agents, employees, and affiliates, and not under your control.

Survival. The obligations of you under these Terms that by their nature would continue beyond the termination of these Terms, including, but not limited to, those sections relating to Fees and Indemnification, will survive any termination.

Assignment. We may assign all or part of our agreement, including without limitation, these Terms or the performance of all or any portion of the Services to be provided hereunder, at any time, without your consent. If notice is required for you or the assignee to fulfill any obligations under these Terms, we will provide such notice within a reasonable time of our assignment.

Risk of Loss. You agree that your use of the Services is your sole responsibility and is solely at your own risk. You acknowledge and agree that remotely accessing any Authorized Device covered by the Services may expose the same and the data contained therein to certain security risks and that you, and not the Company, shall be responsible for such security risks. You acknowledge that due to the nature of the Services being performed, you are exposed to some potential risk of damage or loss including, without limitation, damage to your computer hardware, cabling, hubs, routers, switches, peripherals, accessories, furniture, home, and office, as well as potential risk of damage, corruption, loss of business or time, loss of computer software, applications, data, and data storage media. You acknowledge that it is your responsibility to take proper and adequate measures to preserve, protect, and safeguard critical data by backing up such data in appropriate ways prior to any Services being performed by the Company. Unless specifically requested and provided to you as a paid Service by the Company, you acknowledge and agree that you are exclusively responsible for providing all backup, archiving, and protective storage as well as restoration, if required, of your data.

Attorneys' fees. If we initiate legal action against you for collection of any Fees or to enforce our rights and your obligations under these Terms, we are entitled to recover from you our reasonable costs and expenses including, but not limited to, reasonable attorneys' fees incurred as a result.

Remedies. The rights and remedies provided to us under these Terms are in addition to any other remedies available at law or in equity.

Governing law and venue. These Terms shall be governed by and interpreted according to the laws of the State of Utah, without regard to conflicts of law principles. Venue for any action, claim, or proceeding pertaining to these Terms shall be in Utah.

Entire agreement. These Terms represent the entire agreement and understanding of the parties with respect to the subject matter of these terms and conditions and supersedes all prior agreements and understandings between the parties, whether oral or written, with respect to this subject matter. By using the Services and Licensed IP, you represent that you have read and understand these entire Terms, and you agree to all the terms and conditions of the Services and Licensed IP as stated above.