Last Updated: 03/19/2020

Terms of Service

Please carefully read the following Terms of Service before registering for and using the IDrive® Cloud Service.

By registering for an IDrive® Cloud account you or the entity you represent ("you" and "your") agree to be bound by these Terms of Service (the "Terms"), which govern your access to and use of the IDrive® Cloud Service (the "Service") offered by IDrive Inc. ("we", "us" or "our"). Please carefully read our Service Level Agreement and Privacy Policy, which are incorporated into these Terms.

If you are registering for the Service on behalf of an organization, you are agreeing to these Terms for that organization and promising that you have the authority to bind that organization to these Terms. In that case, "you" and "your" will refer to that organization.

1. Your Account

You agree to provide us with accurate and complete information when you create an IDrive® Cloud Account (your "Account"). In order to prevent unauthorized access to your Account, you agree to keep your password and other Account details confidential and not share them with anyone else.

You, as the Account holder, are solely responsible for access to, content in or sharing and use of your Account. We are not liable for any loss or damage arising from any access to, content in, or sharing and use of your Account. If you believe there has been unauthorized access to your Account, you must notify privacy@idrive.com immediately.

2. Conditions of Use

By using the Services, you agree that you:

(a) are solely responsible for obtaining sufficient rights to the content of all data and files stored by you on IDrive servers;

(b) will not violate, or encourage or facilitate the violation of, any aspect of our Acceptable Use Policy;

(c) will use third-party content at your election and these third-party content will be governed by this Agreement and, if applicable, separate terms and conditions accompanying such third-party content.

If there is suspicion that an account is being used for storage and distribution of any illegal material such as copyrighted content, we reserve the right to examine the content of the online storage account. We may also access the account and data for support related activities. We normally do not review, inspect, edit or monitor any content, data or files stored by you or any other user of the Service. We reserve the right to refuse, remove or disable access to any data or files stored on our servers with immediate effect that we determine may be illegal, may violate these Terms, may violate the rights of any third party or otherwise may be reasonably objectionable.

3. Registration Information / Privacy

You agree to promptly notify us of any change in the information you provided during your registration for the Services (including, without limitation, any change in your mailing address, telephone number or email address). The registration information (including your selected username and password) provided by you during your registration for the Service, together with any and all updates provided by you from time to time under this paragraph, is referred to in these Terms as the "Registration Information." Our policy regarding the privacy and use of the Registration Information is set forth in our Privacy Policy, which may be modified and amended by us from time to time. By accepting these Terms, you are also acknowledging that you agree to the terms of the Privacy Policy.

4. Billing

Automatic Renewal - Paid Plans
In exchange for use of the Services, you authorize a recurring monthly charge to your credit card. The recurring charge will be locked at the published standard plan that is chosen at the time of sign-up or to a customized quote provided for your specific use. You also agree that the charges based on storage used in the previous month will be paid in full. Please note that we may automatically receive updated credit card information from our merchants from time to time in cases where your account is issued a new card number or your credit card expires. However, we still advise you update your card manually from your account screen when changes to your account information occur. We need a credit card on file while the account is active.

If we are unable to execute any applicable charges due to credit card denial or for any other reason, you will be notified via email. In case of non-action by the user, the account may be cancelled. We may delay Account cancellation related to non-payment for the Services and provide a grace period of up to sixty (60) days from the due date to allow for the customer to arrange payment. If the account is cancelled for any reason, user data and its backups will be removed from our storage servers.

Taxes
You’re responsible for all applicable taxes, and we’ll charge tax when required to do so. IDrive can rely on the name and address you provide to IDrive as being the place of supply for sales tax, income tax, and VAT purposes.

Discrepancies
Your right to raise a billing discrepancy and any associated recovery is waived unless reported to us by calling our customer support line or emailing us at support@idrive.com within sixty (60) calendar days after such discrepancy is charged to your credit card.

Cancellation & Refunds
You must cancel your Account before it renews each month in order to avoid a charge for the next month's fees to your credit card. Please note on the day of the cancellation, the credit card will be charged for the storage usage till midnight of the previous day, UTC.

In case you do not renew your account for 30 days, the account will be cancelled. Please note that all of your data will be deleted when your account is terminated after 60 days from the date when the account was cancelled.

Free Accounts
On signing up with the Services, a free trial account (Free Account) of 30 days is created. We reserve the right to terminate Free Accounts at any time, with or without notice. Without limiting the foregoing, if a Free Account is inactive for ninety (90) days, then we reserve the right to terminate the Free Account without providing additional notice. An inactive account is an account where no login has occurred either automatically or manually for a specified period of time.

5. Security

Account Passwords
You are solely responsible for any consequences arising out of your failure to maintain the confidentiality of your Account password and/or encryption password. You will notify us of any unauthorized use or breach in security of your Account immediately after you learn of such unauthorized access or use. We advise frequent changes to the Account password for better security. The automated forget password option works on the assumption that only the account holder has access to the email address on record. In case the user does not have access to the email address, other means of verification may be used including billing/credit card information to verify identity.

We endeavor to restrict access to the data and files you store or retrieve from your Account, to persons you have authorized to access your Account. However, no password-protected system of data storage and retrieval can be made entirely impenetrable. Accordingly, you hereby acknowledge that it may be possible for an unauthorized third party to access, view, copy, modify and distribute the data and files you store in your Account.

6. Use of IP Addresses

We may collect IP addresses for the purposes of system administration and/or to audit the use of our site. We can and will use IP addresses to identify a user when we feel it is necessary to enforce compliance with our policies, Terms, or to protect our service, site, customers, or others. Some services, such as user logs and registration emails, may also display IP addresses.

7. Note for using Storage Platforms

IDrive grants a limited license for the Storage Platform (hereby referred to as the "Platform") to the subscribers and under all conditions IDrive retains all proprietary rights to the Platform including copyrights, patents, trademarks and trade secret rights. The limited license is revocable, personal, non-exclusive, non-transferable, and non-sublicensable license to access and use the Platform. The limited license includes the following restrictions:

Limitations on Reverse Engineering and Modification
You acknowledge and agree that you shall refrain from any form of reverse engineering, disassembling, reconstruction, decompilation, or copying the Platform. You also agree to not create any derivative works of the Platform or any portion of IDrive, including confidential information, source code or algorithms.

Limitations on Copying, Distribution, Third Party Use
You as the account holder acknowledge and agree to not provide access to the Platform, other than to authorized users and not distribute or resell the Platform to third parties, or use any use any robot, spider, other automatic device or program or manual process to copy, create derivatives or replicate the Platform.

No Interference
You acknowledge and agree that you shall not cause any kind of interference with the functionality or operation of the Platform by uploading, storing, emailing, posting, linking, transmitting, distributing, publishing or otherwise disseminating any material that contains software viruses, Trojan horses, worms, time bombs, or any other computer code, file or program designed to interrupt, destroy or limit the functionality of the Platform. You will also not engage in any activities that disrupt the normal flow of the Platform, limit the use of another user, or use the Platform to disrupt the servers or networks connected to the web servers with respect to the Platform.

8. Disclaimer of Warranties

The transmission, storage, viewing and retrieval of data and files through the World Wide Web is subject to a variety of conditions that make such transmission, storage, viewing and retrieval potentially unreliable. ACCORDINGLY, YOUR ACCOUNT AND THE SERVICE IS PROVIDED TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS, AT YOUR OWN RISK. IDRIVE INC., ON BEHALF OF ITSELF AND ITS DISTRIBUTORS, ADVERTISERS AND SUPPLIERS, DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO YOUR ACCOUNT AND THE SERVICE (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT). YOUR ACCOUNT AND THE SERVICE MAY NOT MEET YOUR NEEDS. IDRIVE INC. MAKES NO REPRESENTATION OR WARRANTY: (A) THAT YOUR ACCOUNT OR THE SERVICE WILL MEET YOUR NEEDS; (B) THAT ACCESS TO YOUR ACCOUNT OR THE SERVICE WILL BE TIMELY, ERROR-FREE, UNINTERRUPTED, VIRUS-FREE OR SECURE; (C) THAT THE DATA AND FILES YOU STORE IN YOUR ACCOUNT WILL NOT BE LOST OR DAMAGED; (D) THAT THE DATA ON YOUR DESKTOP OR SERVER WILL NOT BE LOST OR DAMAGED; OR (E) THAT DEFECTS IN THE SERVICE WILL BE CORRECTED. YOU ACKNOWLEDGE THAT ANY MATERIAL OR DATA YOU RETRIEVE THROUGH THE USE OF THE SERVICE IS DONE AT YOUR CHOICE AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE RETRIEVAL OF SUCH MATERIAL OR DATA.

9. Limitations of Liability

IN NO EVENT SHALL IDRIVE INC. OR ITS AFFILIATES, AGENTS, ADVERTISERS OR SUPPLIERS HAVE ANY OBLIGATION OR LIABILITY TO YOU FOR (I) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES OR DATA OR (II) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY LOSS OF DATA, REVENUE OR PROFITS OR BUSINESS INTERRUPTION) OR OTHER PECUNIARY LOSS ARISING OUT OF YOUR USE OR INABILITY TO USE YOUR ACCOUNT OR THE SERVICE OR YOUR LOSS OF DATA OR FILES STORED THEREIN REGARDLESS OF LEGAL THEORY, WHETHER OR NOT IDRIVE INC. HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO OUR SERVICES WILL BE LIMITED TO THE GREATER OF $100 OR ANY AMOUNTS PAID BY YOU TO IDRIVE INC. FOR THE PAST THREE MONTHS OF THE SERVICES IN QUESTION.

10. Class Action Clause

You agree that Class Actions are not allowed and all disputes with IDrive Inc. must be resolved on an individual basis. You may not bring any claim against IDrive as a class member. This includes class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations. Regardless of whether any such dispute, controversy or claim concerns any other individual / entity, multiple individuals / entities, or other persons, classes of individuals, or entities, all cases shall be decided between IDrive and the individual only.

11. Indemnification

You will, as allowable by law, defend, indemnify and hold IDrive Inc., our subsidiaries, affiliates, agents, officers, licensor, directors and employees, harmless from any claim or demand, including reasonable attorneys' fees and costs, made by any third party due to or arising out of (i) your use of your Account and the Services, (ii) any data files and content stored by you in your Account and otherwise on our servers, and (iii) any violation of these Terms by you. We will be entitled, at our expense, to participate in the defense and settlement of the claim or action with counsel of our own choosing. You may not settle any claims that limit our rights without our prior written consent.

12. Termination

We may, at our option and in addition to other remedies, immediately and without notice terminate these Terms at any time or suspend your access to the Services: (i) if you breach any provision of these Terms; (ii) if we are required to do so by law; (iii) if we cease to offer any services covered by these Terms; or (iv) for any other reason with thirty (30) days prior written notice to you (or sooner if you are flagrantly violating these Terms or are a threat to users or the Services). You may terminate these Terms at your convenience by delivering at least thirty (30) days prior written notice to us. Should you object to any of these Terms or any subsequent modifications thereto or become dissatisfied with the Services in any way, your only recourse is to immediately: (a) discontinue use of the Services; (b) terminate these Terms; and (c) notify us of such termination as described below in paragraph 13. Upon any termination of these Terms, we will remove data stored in IDrive® Cloud account immediately. Paragraphs 8, 9, 12, 13, 14 and 15 of these Terms (and any other provision that can be reasonably construed to survive termination) will survive termination of these Terms.

13. Notices

Any notice under these Terms given by IDrive Inc. to you will be deemed to be properly given if sent (i) by email to your email address as set forth in the Registration Information, (ii) by a startup screen that starts before your next use of the Services, (iii) by written communication mailed by first class U.S. mail to your address on record in the Registration Information, or (iv) by a display about the changed information in the Terms on our website. It is important that you maintain a correct working email address and update it if necessary to be able to receive our communications. To ensure proper delivery of email communications, please whitelist 'support@idrive.com' domain in your email spam filter.

Any notice under these Terms provided by you will be deemed to be properly given if received by Customer Service at support@idrive.com, except those that are related to cancellation or termination of your Account. 'Cancel at the end of your annual term' is available online by disabling auto-renewal option. For special cases where you’d like to close your account prior to the end of your annual subscription term, please contact our support team. Sending an email to support@idrive.com for cancellation is not considered as a cancellation notice for security reasons. On successful cancellation of an account by you or by us, due to various reasons including non-payment for the Services, your data will be removed from our storage servers. We may delay the cancellation related to non-payment for the services and provide a grace period of up to sixty (60) days from the due date to allow for the customer to arrange for payments.

14. Severability

These Terms will be enforced to the fullest extent permitted by applicable law. If for any reason any provision of the Terms is held to be invalid or unenforceable under applicable law to any extent, then (i) such provision will be interpreted, construed or reformed to the extent reasonably required to render the same valid, enforceable and consistent with the original intent underlying such provision and (ii) such invalidity or unenforceability will not affect any other provision of the Terms.

15. Modifications to this Agreement

We may change these Terms from time to time and the most current version will always be posted on our website located at https://www.idrive.com/cloud/. If we think a revision is material we will notify you (e.g., via email). Other changes may be posted to our blog or terms page, so we recommend that you check these pages regularly. Your continued use of the Services after such revisions become effective will constitute your acceptance of such changed terms and conditions. If you do not agree to the new terms, please stop using the Services.

16. Miscellaneous

THESE TERMS AND THE USE OF THE SERVICES AND SOFTWARE WILL BE GOVERNED BY CALIFORNIA LAW EXCEPT FOR ITS CONFLICTS OF LAWS PRINCIPLES. ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES OR SOFTWARE MUST BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF LOS ANGELES COUNTY, CALIFORNIA, AND BOTH PARTIES CONSENT TO VENUE AND PERSONAL JURISDICTION THERE. The provisions of the U.N. Convention on Contracts for the International Sale of Goods and any successor treaties will not apply. You will commence any claim or cause of action arising under or otherwise occurring by reason of these Terms within one (1) year after the claim or cause of action arises or such claim or cause of action is forever barred. These Terms create no third party beneficiary rights. You may not assign any of your rights in these Terms, and any such attempt is void, but we may assign our rights to any of our affiliates or subsidiaries, or to any successor in interest of any business associated with the Services. IDrive Inc. and you are not legal partners or agents; instead, our relationship is that of independent contractors. Our failure to insist upon or enforce strict performance of any provision or right of these Terms will not be construed as a waiver of any provision or right. These Terms constitute the entire and exclusive agreement between you and IDrive Inc. with respect to the subject matter hereof and supersedes any and all prior and contemporaneous understandings and agreements.