SesameVault

Open Box Technologies (SesameVault) Terms of Service Agreement

1. Terms of Service/Agreement.

The following sets forth the Terms of Service under which Open Box Technologies, Inc. (“OBT”) provides its services. “Services” includes all services provided by OBT and obtained through the use of SesameVault.com or other web sites owned or operated by OBT (the “OBT Sites”). Each user of the Services (a “Customer”) accepts and agrees to these Terms of Service which constitute an Agreement between OBT and the Customer. The provisions of OBT’s Service Level Agreement (“SLA”) and Privacy Policy are incorporated into these Terms of Service.

2. Service Accounts/Fees/Pricing and Payment.

2.1 - Service Accounts.

When a Customer signs up for a Service account, the Customer will be required to provide a valid credit card (a credit card is not required for a free account).

2.2 – Pricing.

OBT shall provide the Services at OBT's then current published rates, which include different fees for different Service plan accounts as selected by the Customer. OBT shall bear all costs associated with successfully providing the Services in accordance with the standards set forth in this Agreement.

2.3 – Taxes.

In addition to the charges set forth above, Customer shall pay all applicable federal, state, local and other taxes or fees which may be imposed by any taxing authority.

2.4 – Payment.

Services (including any applicable taxes or fees) shall be billed to a Customer (i.e. charged to a Customer’s credit card) on a monthly basis (i.e. at 30-day intervals).

2.5 - Upgrades.

A Customer may upgrade the Customer’s Service at any time. Upon upgrading, charges will be added for the current billing cycle to reflect the increased fee on a pro rata basis commencing with the date of upgrade.

2.6 – Downgrades.

A Customer may downgrade the Customer’s Service at any time. Upon downgrading, charges will be reduced for the current billing cycle to reflect the decreased fee on a pro rata basis commencing with the date of downgrade.

2.7 – Refunds.

OBT does not offer refunds. If a Customer cancels the Customer’s account, the Customer will be charged on a pro rata basis for the Services and any related transfer charges through the date of cancellation.

2.-8 – Timeliness of Payment.

OBT reserves the right to suspend or deny Services for any past due account.

2.9 - Adjustment.

OBT reserves the right to adjust and re-publish its rates for Services from time to time.

3. Duration.

This Agreement governs the provision of Services to Customers by OBT. The provisions of this Agreement shall remain in effect while the Customer is using any Services and shall survive any expiration, termination or cancellation of Services under this Agreement.

4. Term and Termination.

4.1 –

OBT’s provision of Services under this Agreement shall commence upon a Customer signing up for a Service account and shall continue until the Customer manually cancels the Customer’s account and use of Services.

4.2 –

A Customer’s right to use Services or maintain a Service account may be terminated by OBT if Customer fails to timely pay for Services, if Customer breaches any provisions of these Terms of Service, or if Customer becomes insolvent or seeks protection, voluntarily or involuntarily, under any bankruptcy law.

4.3 –

Following the date of termination of Services, OBT may deny Customer further access to OBT's Services hereunder without liability to OBT.

4.4 –

Upon termination or suspension of Services provided by OBT under this Agreement, OBT reserves the right to erase or remove any Customer data stored on OBT’s equipment or in OBT's facilities.

4.5 –

The foregoing rights and remedies of OBT shall be cumulative and in addition to all other rights and remedies available to it in law and in equity.

5. No Warranties.

5.1 –

OBT has devoted significant resources to ensuring continuous reliable services. In the event of service interruption longer than five (5) minutes, OBT will refund usage charges on a prorated basis in accordance with the provisions of the SLA. OBT EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTY OF TITLE. THIS DISCLAIMER SHALL APPLY TO ANY EQUIPMENT OR SOFTWARE PROVIDED BY OBT AND TO ALL ADVICE, ASSISTANCE, SUPPORT, DATA, INFORMATION, OR SERVICE NOW OR IN THE FUTURE PROVIDED BY OBT. This includes loss of data resulting from delays, non-deliveries, mis-deliveries or service interruption caused by force majeure (Act of God) or Customer's negligence, errors and omissions. Use of any information obtained by OBT's network is at Customer's own risk. OBT specifically disclaims any responsibility for the accuracy, marketability or quality of any of the information obtained and/or services provided under this Agreement. OBT does not warrant that the Services will meet or facilitate the Customer’s business objectives or other needs.

5.2 –

Customer understands and agrees that the use of or connection to the Internet is inherently insecure and that connection to the Internet provides opportunity for unauthorized access by a third party to Customer's computer systems, networks and any and all information stored therein. Any information transmitted and received through the Internet cannot be expected to remain completely confidential and OBT cannot and will not guaranty the privacy, security, authenticity, and noncorruption of any information so transmitted, or stored in any system connected to the Internet. OBT shall not be responsible for any adverse consequences whatsoever of Customer's connection to or use of the Internet, or for any use by Customer of Customer's Internet connection for violation of any law, rule or regulation or any violation of the intellectual property rights of another.

6. Violation of Laws and Indemnification.

6.1 –

It shall be a material breach of this Agreement and grounds for immediate termination of Services for a Customer to use or allow the use by any party of the goods or services provided under this Agreement for any tortuous or unlawful purposes, including without limitation, the following:

6.1.1 –

The transmission of material in violation of any applicable state or federal laws, including copyright laws; or

6.1.2 –

The unauthorized transmission of material that is protected by copyright or other proprietary right, or constitutes disclosure of a trade secret; or

6.1.3 –

The transmission of material deemed to be threatening, abusive, libelous, defamatory, obscene, pornographic, profane, or otherwise objectionable; or

6.1.4 –

The use of any process, program or tool for the purpose of guessing passwords, or making any unauthorized attempt to access or otherwise corrupt the integrity of any other data, system or network; or

6.1.5 –

The transmission of any information or software which contains a virus, worm, Trojan Horse, or other deleterious component; or

6.1.6 –

The transmission of unsolicited bulk email (also known as “spam”).

6.2 –

In the event that Customer or any party who has service access via the Customer engages in any tortuous or unlawful purpose, the Customer agrees to indemnify and hold harmless OBT from any and all demands, liabilities, penalties, damages, losses, costs, expenses, including reasonable attorneys' fees and court costs, causes of action, claims or judgments directly or indirectly arising out of or related to Customer's or such party's actions and resulting in damage to any other party, against OBT, its agents, its employees, its customers, its successors and its assigns.

6.3 –

In order to guaranty the integrity of OBT's hosting provision system and in order to guaranty the smooth, uninterrupted provision of Services, Customer expressly acknowledges that any activity on the part of Customer or those using its access which subverts, conflicts with, or interferes with the integrity of the hosting provision system and OBT's computers, routers, and network are grounds for immediate termination of Services by OBT without further notice.

7. Limitation of Liability.

7.1 –

OBT undertakes no obligation to screen, moderate or monitor Customer's activities, content or transmissions.

7.2 –

In no event shall OBT be liable to Customer for any direct, indirect, incidental, special, consequential or exemplary damages, lost profits or expenses arising out of or related to the provision of Services, this Agreement, or the performance or breach thereof. Customer expressly assumes all risks associated with Customer's use of the Services provided.

7.3 –

Except as set forth in the SLA, OBT shall not be liable to Customer for any damages, lost profits or expense resulting from or related to any failure or delay of OBT in providing access to the Services under this Agreement. Any failure or delay in providing Services is governed solely by the SLA. OBT's sole liability for any such failure or delay is limited to a refund of usage charges on a prorated basis in accordance with the provisions of the SLA.

7.4 –

OBT reserves the right to assist local, state, and federal authorities in prosecuting any and all illegal use of the Internet. If notified of any alleged infringing, defamatory, damaging, obscene, offensive or illegal use or activity, OBT may (but shall not be required to) investigate the allegation, or refer it to Customer or a third party for investigation, and OBT reserves the right to remove or request the removal of the applicable content from the Internet or any other text or item linked to the Internet. In the event OBT removes the subject material, or other related text or data from the Internet, suspends the Services provided hereunder, or terminates this Agreement, OBT shall not be liable for any damages incurred by Customer as a result of such action.

8. Customer Information/Privacy

OBT’s use of and obligations related to Customer provided information shall be governed by the OBT Privacy Policy.

9. Customer Support

Technical support is provided by OBT to paying Customers. Requests for technical support must be made by e-mail via the SesameVault contact form found at http://sesamevault.com/contact. For additional information regarding OBT’s technical support the Customer is directed to http://sesamevault.com/services/customer-support.php.

10. General Provisions.

10.1 –

This Agreement, the SLA and the Privacy Policy are the sole agreements applicable to the Customer’s use of the Services. Only a notice given or published by OBT in accordance with its standard business policies may amend this Agreement.

10.2 –

Nothing contained in this Agreement, express or implied, shall be deemed to confer any rights or remedies upon, nor obligate any of the parties hereto, to any person or entity other than OBT and Customer.

10.3 –

OBT shall be excused from performance hereunder to the extent that such performance is prevented, delayed, or obstructed by causes beyond its reasonable control, including, but not limited to, acts of any federal, state, or local government authority, fires, floods, or other natural disasters; strikes or labor unrest; terrorism or acts of war; degradation of telecommunication service; severe weather conditions; or for any other force majeure event or matters that are beyond OBT's control, whether or not otherwise foreseeable.

10.4 –

In the event any provision of this Agreement is found unenforceable under applicable law, the remaining provisions of this Agreement shall nonetheless be enforced to the maximum extent permitted by law consistent with the fundamental intent of the parties.

10.5 –

The waiver by either party of a breach or default in any of the provisions of this Agreement by the other party shall not be construed as a waiver of any succeeding breach of the same or other provisions; nor shall any delay or omission on the part of either party to exercise or avail itself of any right, power, or privilege that it has or may have hereunder operate as a waiver of any breach or default by the other party.

10.6 –

OBT may assign its rights and obligations hereunder to any successor to all or any substantial part of its business. Customer may assign this Agreement, together with all rights and obligations herein, solely to a successor to all or any substantial part of its business.

10.7 –

This Agreement shall be binding upon and inure to the benefit of each of the parties hereto, and their respective legal successors and permitted assigns.

10.8 –

OBT may make reference to any publicly available Internet site hosted on its equipment or system.

10.9 –

Any matter or action related to this Agreement will be governed by New York law and controlling U.S. federal law without reference to choice of law rules.

10.10 –

It is the responsibility of each party to maintain current contact records. During the performance of this Agreement and with respect to the Services defined herein, notices to OBT should be emailed via the SesameVault contact form found at http://sesamevault.com/contact.