|GROUPDRIVE.net SERVICE AGREEMENT
|THIS AGREEMENT is entered into between South River Technologies (鉄RT・, located in
Annapolis, Maryland, and you, an authorized Subscriber to SRT痴 GroupDrive.net. This agreement
governs the terms and conditions of your use of GroupDrive.net.
This Agreement, together with any operating rules, policies, price schedules, or other supplemental documents
expressly incorporated herein by reference and published from time to time by SRT (collectively, the "Agreement"),
shall constitute the entire agreement between SRT and subscriber regarding GroupDrive.net, and supersedes
any and all prior agreements between the parties regarding the subject matter of this Agreement. By using
GroupDrive.net, you confirm your acceptance of, and agree to be bound by, this Agreement.
NOW, THEREFORE, in consideration of the foregoing, the parties agree as follows:
SRT offers the GroupDrive.net service, a business class offering for file storage and collaboration.
The following terms shall have the definitions stated below:
a. South River Technologies, Inc., shall mean the developer of the GroupDrive software and provider of
GroupDrive.net, and is also referred to herein as "SRT," "we," "us," or "our."
b. Subscriber shall mean the company, group or entity that has subscribed to GroupDrive.net, and
shall also be referred to herein as "you," "user," "client," or "customer." Subscriber shall also implicitly
refer to end user(s) and user accounts of the company, group or entity.
c. GroupDrive.net shall mean the equipment and software owned, leased, used by, or maintained
for or by SRT, and also referred to herein as " GroupDrive.net " or "Service".
d. User Files shall mean files, directory structure, and file content stored by the subscriber or their end
user(s) within the Service.
e. User Data shall mean information stored in and/or gathered by SRT's system about the user, user's files,
and user's system usage (user's meta-information). This information is referred to herein as "user data."
Your GroupDrive.net subscription includes a specified number of user accounts. A user account
is required to access the Service and may be accessed and used only by those authorized individuals who have
user accounts under your subscription. Subscriber is responsible for the conduct of all users accessing the
service under the subscribers associated user accounts.
Account Information and Data
SRT does not own any data, information or material that Subscriber submits to or stores on GroupDrive.net
("Data"). SRT will not monitor, edit, or disclose any information regarding you or your account, including any Data,
without your prior permission except in accordance with this Agreement. Your Internet protocol address is not
transmitted with each message sent from your SRT account. SRT may access your account, including its Data, to
respond to service or technical problems or as stated in this Agreement. You, not SRT, shall have sole responsibility
for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Data and SRT shall
not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Data.
Payment of Fees
SRT offers its Service, as described in the attached Quotation. Your authorized credit card will automatically be
charged Setup and First Month Service Fees on the day you sign up for the Service. Thereafter, the Fees will
automatically be charged to your authorized credit card, in advance, on the date of the month the Service was
initially charged. In the event you cancel the Service, SRT will not refund any Fees already paid by you.
Your SRT account will be considered delinquent if your credit card company refuses for any reason to pay the
amount billed to it and that amount remains unpaid at the beginning of the next accounting cycle. The Service may
be suspended, archived or purged from system if account is delinquent for more than one billing cycle. SRT may
impose a charge to restore archived data from delinquent accounts.
If you believe SRT has billed you incorrectly, you must contact SRT no later than 60 days after the closing
date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or
credit. Inquiries should be directed to your account manager.
Subscriber covenants, represents and warrants that it shall not, except as expressly permitted herein:
a. Sell, convey, lease, offer time share or service bureau use of, or otherwise transfer or allow the transfer
of, or use of, copies of the GroupDrive Software or GroupDrive.net; except as expressly provided
b. Create or allow the creation of derivative works of the GroupDrive Software or modify the GroupDrive Software
in any way other than expressly permitted by SRT;
c. Reverse engineer, disassemble or otherwise seek to discover the method of operation of the GroupDrive Software.
This Agreement shall be effective upon payment of initial setup fee and shall remain in force for a period of
twelve (12) months, unless otherwise terminated as provided in this Section. After the initial term of twelve (12)
months, this Agreement shall automatically renew on a month to month basis.
After the initial 90 days of service, subscriber may terminate the agreement at any time for any reason, by provided
written notice to SRT. If the termination occurs within the initial twelve (12) month term of service Subscriber
shall pay exactly two and one half (2.5) month痴 service fees to SRT, which shall be charged to the Subscriber
credit card on file. If such charge cannot be executed against Subscriber credit card on file, Subscriber shall
pay all outstanding Fees due to SRT within 30 days. Invoices outstanding beyond 30 days shall be charged a 1.5%
monthly late fee.
SRT, in its sole discretion, may terminate Subscriber痴 account and/or use of the Service and remove and discard
any Data within the Service for nonpayment of fees or failure to comply with this Agreement. Upon termination
of an account, your right to use such account and the Service immediately ceases. SRT shall have no obligation to
maintain any Data stored in your account or to forward any Data to you or any third party.
Subscriber agrees to abide by all applicable local, state, national and foreign laws, treatises and regulations
in connection with the Service. In addition, without limitation, Subscriber agrees not to use the Service to: (a)
send links to content stored on the Service in connection with unsolicited or unauthorized advertising, promotional
materials, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether
commercial or otherwise; (b) transmit any material that may infringe the intellectual property rights of third
parties, including trademark, copyright or right of publicity; (c) transmit any material that contains software
viruses or other harmful computer code, files or programs such as trojan horses, worms, and/or time bombs.
SRT has no obligation to monitor the Service and/or Content or any user's use thereof or retain the content of any
user session. However, SRT reserves the right at all times to monitor, review, retain and/or disclose any information
as necessary to satisfy any applicable law, regulation, legal process or governmental request.
Except for the licenses granted herein, Subscriber has no right, title or interest in or to the Service or any
Content. You agree that SRT or its licensors retain all proprietary right, title and interest, including copyright
and all other intellectual property rights, in and to the Service and Content, including, without limitation, text,
images, and other multimedia data. SRT and/or other SRT products and services referenced herein are either trademarks
or registered trademarks of SRT.
You agree that under no circumstances will copyrighted materials such as, copyrighted music files, be uploaded
and/or shared through GroupDrive.net. SRT retains the right to terminate an account that contains
copyrighted material that has not been legally obtained.
Subscriber shall indemnify and hold SRT and its subsidiaries, affiliates, officers, directors, employees,
attorneys, and agents, harmless from and against any and all claims, costs, damages, losses, liabilities, and
expenses (including attorneys' fees and costs) arising out of or in connection with your use of the Service (including
the Content) or breach of this Agreement.
Disclaimer of Warranties
SRT MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH,
AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. SRT DOES NOT REPRESENT OR WARRANT THAT: 1. THE
USE OF THE SERVICE WILL BE TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE,
SOFTWARE, SYSTEM OR DATA, 2. THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, 3. THE QUALITY OF ANY PRODUCTS,
SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS
OR EXPECTATIONS, 4. ERRORS OR DEFECTS WILL BE CORRECTED, 5. THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE
AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY
ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE,
INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR
NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED BY SRT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
Limitation of Liability
IN NO EVENT SHALL SRT'S AGGREGATE LIABILITY EXCEED THE AMOUNT ACTUALLY PAID BY YOU IN THE TWELVE (12) MONTH PERIOD
IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL SRT BE LIABLE TO ANYONE FOR SPECIAL,
CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, PUNITIVE OR INDIRECT DAMAGES OR COSTS OF ANY KIND, OR LOSS OF GOODWILL OR
PROFIT IN CONNECTION WITH THE SUPPLY, USE OR PERFORMANCE OF OR INABILITY TO USE GROUPDRIVE.net OR TO
ACCESS ANY CONTENT WITHIN GROUPDRIVE.net, EVEN IF SRT HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES.
If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal or
unenforceable, the remaining provisions shall remain in full force and effect and shall be interpreted, to the
extent possible, to achieve the purpose of this Agreement as originally expressed. The parties further agree to
substitute for the invalid provision a valid provision that most closely approximates the intent and economic
effect of the invalid provision.
Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the United States and of
Maryland, exclusive of its conflicts of law provisions, and the parties submit to the sole and exclusive jurisdiction
of the Courts (including Federal Courts) in the State of Maryland. To the maximum extent permitted under any applicable
law in the United States or any foreign jurisdiction in which either party operates or GroupDrive.net is
used, Licensee consents and waives any and all rights to dispute or otherwise contest the jurisdiction, enforcement,
recordation or recognition of any U.S. judgment entered in connection with any dispute arising out of or relating to
this Agreement or any End User License Agreement, in any jurisdiction anywhere in the world, including jurisdictions
that do not grant comity of U.S. judgments.
Modification of Terms
SRT reserves the right to change the terms and conditions of this Agreement or its policies relating to the
Service at any time and shall notify you sending you an email message or posting the changes on the www.GroupDrive.com
website. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such
changes shall constitute your consent to such changes.