SUBSCRIBER agrees to:
SEPIO agrees to:
In consideration for the Service, SUBSCRIBER shall pay in advance any registration or service fees and other charges incurred, along with all applicable taxes, by SUBSCRIBER at the rates in effect for the billing period in which those charges are incurred. If SUBSCRIBER wishes to utilize a credit card payment, the SUBSCRIBER hereby agrees to a monthly charge of such amounts. SUBSCRIBER further agrees to provide and maintain current mailing and electronic address to SEPIO for all communications. For all payment disputes, SUBSCRIBER hereby agrees that the usage of SERVICE is proof of authorization to submit payment request. THERE WILL BE A $25.00 ADMINISTRAIVE FEE FOR EACH SUBSCRIBER-INITIATED CHARGE DISPUTE.
The SUBSCRIBER’s fee is calculated based on the amount of storage space used on SEPIO’s servers for SUBSCRIBER’s data backup and based on the SEPIO’s pricing model. The SUBSCRIBER’s data requirements are reviewed on a monthly basis. SUBSCRIBER agrees to be billed at the rate based on the usage the SUBSCRIBER’s storage requirements exceed pre-authorized storage limit.
No bailment or similar obligation is created between SUBSCRIBER and SEPIO with respect to SUBSCRIBER’s data. SUBSCRIBER is solely responsible for maintaining the confidentiality of passwords, including restricting the use of the passwords by SUBSCRIBER’s designated users. SUBSCRIBER shall be responsible for all use of the SERVICE accessed through SUBSCRIBER’s password.
SUBSCRIBER understands and hereby agrees that SEPIO is not responsible for providing SUBSCRIBER with passwords. In the event of a forgotten password, and without a correct password, SUBSCRIBER’s data will remain encrypted and inaccessible.
SUBSCRIBER understands and hereby agrees that SEPIO shall have no responsibility or obligation to SUBSCRIBER to monitor, supervise, or oversee the contents of files stored on the service. SUBSCRIBER further understands and agrees that SUBSCRIBER’s backup files maintained by SEPIO are subject to, without SUBSCRIBER’s consent, examination by law enforcement officials or others upon presentation to SEPIO a valid search warrant or subpoena.
SUBSCRIBER is responsible for and must provide all telephone or other communication equipment and services necessary to access the SERVICE. All data files are transmitted over communication company circuits, which are wholly beyond the control and jurisdiction of SEPIO and are maintained by the communications company. If these communication circuits are not functional for any reason, the data files may not accurately or completely reach SEPIO’s facility or equipment. SEPIO cannot be responsible for the continued operation of functioning of these communication circuits nor the reliability of the data files received over them.
This Agreement is effective until terminated. SEPIO reserves the right to automatically terminate this Agreement, without notice to SUBSCRIBER, if SUBSCRIBER fails to comply with any term of this Agreement, including the non-payment of SERVICE fees. The SUBSCRIBER may terminate this Agreement at any time by discontinuing SERVICE with SEPIO. To discontinue the SERVICE, the SUBSCRIBER must give a written notice to Sepio Technology, LLC, 920 South Main Street, Jonesboro, Arkansas 72401.
SUBSCRIBER understands and agrees that SEPIO is authorized to delete all backup files and data from SEPIO’s servers immediately upon termination of the SERVICE.
SEPIO reserves the right, at its sole discretion and without notice to SUBSCRIBER, to
SEPIO reserves the right to periodically modify this Agreement to reflect any updates to the SERVICE and/or SOFTWARE. SUBSCRIBER’s continued use of the SERVICE following modification to the SERVICE, SOFTWARE, and/or Agreement constitutes the agreement to be bound by the modified Terms. A copy of the most current version of the Agreement can be accessed at http://www.sepiotech.com/legal If SUBSCRIBER does not agree to the new terms, the SUBSCRIBER must terminate the SERVICE immediately.
Neither party shall be deemed in default or otherwise liable for any delay in or failure of its performance under this Agreement or any Statement of Work (other than payment obligations) by reason of any Act of God, fire, natural disaster, accident, riot, act of government, strike or labor dispute, shortage of materials or supplies, failure of transportation or communication or of suppliers of goods or services, or any other cause beyond the reasonable control of such party. Performance times shall be considered extended for a period of time equivalent to the time lost because of such delay.
This Agreement and each Statement of Work shall be governed by and construed in accordance with the laws of the State of Arkansas, without regard to its conflict of laws provisions. The exclusive jurisdiction and venue for all legal actions arising out of or related to this Agreement shall be in courts of competent subject matter jurisdiction located in the Craighead County, Arkansas, and the parties hereby consent to the jurisdiction of such courts. This Agreement, together with any Statements of Work executed pursuant hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all previous or contemporaneous agreements, proposals, understandings and representations, written or oral, with respect to the subject matter hereof. Neither this Agreement nor any Statement of Work may be modified or amended except in a writing signed by duly authorized representatives of each party. To the extent there is such a conflict between the terms and conditions of a Statement of Work and the terms and conditions of this Agreement, the terms and conditions of the Statement of Work shall govern and control unless otherwise specified in the Statement of Work. CUSTOMER AND CONSULTANT EACH HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.
All notices, consents and approvals, including notices of address changes, required or permitted to be given by either party under this Agreement shall be in writing and shall be deemed given when delivered in person or sent by registered or certified mail or by reputable overnight commercial delivery to the address set forth on page 1; provided, however, that notices to Consultant shall be sent to the attention of its General Counsel.
It is the desire and intent of Consultant and Customer that the terms and conditions of this Agreement shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Agreement shall be adjudicated to be overly broad, invalid or unenforceable as written, it is the desire and intent of Consultant and Customer that the court will revise such provision as it deems necessary to make it consistent with the law and public policy of the jurisdiction and governing law and enforce the provision as so revised. In particular, if any one or more provisions contained in this Agreement shall for any reason be adjudicated to be excessively broad as to duration, geographical scope, activity or subject matter, it is the desire and intent of Consultant and Customer that the court shall modify such provisions to reduce their breadth to whatever extent and in whatever manner it deems necessary to render them reasonable and enforceable to the maximum extent compatible with applicable law. In the event that any one or more of the provisions of this Agreement shall be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected.
No waiver or forbearance by either party hereto of any rights hereunder in any particular instance shall act to preclude such party from exercising those rights in any other instance.
The section and other headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.