These Terms govern BitCalm’s provision of the services to You, including BitCalm’s service offerings and features, websites and any written documentation (the «Services»). Your continued subscription to the Services following modification to the Services or these Terms, constitutes Your agreement to be bound by the application of the Terms to the modified Services or the modified Terms. To stay informed of any changes, please review the most current version of these Terms at bitcalm.com/terms-and-conditions. If You do not agree to be bound by these Terms, You may not subscribe to the Services.
You must create a BitCalm account that is protected by an email and a password (Your «Account»). You agree to provide BitCalm with accurate and complete information when You register for an Account. You agree to keep Your password and other Account details secret, and not share them with anyone else, in order to prevent unauthorized access to Your Account. If Your contact information or other Account information changes, You must update Your Account details promptly. After You create an Account, the Services can begin to upload, download and access content and materials for which You have a legal right to copy, publish, share, store, or otherwise use (Your «User Data»).
If You subscribed to the Services through a legal entity such as Your business, or through a BitCalm authorized reseller, You acknowledge and agree that other users may have been designated to access, control or manage Your Account and Your User Data. You, not BitCalm, are solely responsible for Your Account and User Data. BitCalm is not liable for any loss or damage arising from any access to, sharing or use of, Your Account and User Data. If You believe there has been unauthorized access to Your Account or Your User Data, You must notify email@example.com immediately.
To ensure there is no disruption in Your Service, Your subscription will automatically renew and BitCalm will charge the then-current renewal fees to the credit card associated with Your Account, unless You cancel Your subscription. If You cancel Your subscription, BitCalm is not obligated to refund subscription charges already paid. Your subscription will automatically terminate or expire, and Your account will be disabled, upon the earliest of (1) non-renewal, cancellation or expiration of a subscription or failure to pay subscription fees when due, if applicable, (2) BitCalm’s discontinuation of the Services, or (3) failure to comply with these Terms. You acknowledge and agree that after non-renewal, cancellation or expiration of Your subscription, BitCalm’s policy is to automatically delete all User Data protected by Your Account that is stored on BitCalm servers or on BitCalm’s third-party cloud storage providers.
Free Services. BitCalm may offer free Services. Free Services require an active Account and may be subject to certain usage limits, which are explained in the documentation for each free Service. Free Services associated with Your Account that remain inactive for a period of ninety days may be removed and Your User Data deleted. BitCalm may discontinue free Services at any time and from time-to-time, at which point Your access to the free Service will end and any User Data will be deleted.
Beta Services. BitCalm may designate certain enhancements or new features of the BitCalm Services as «Beta Services.» Beta Services are not intended for use in a production environment. You acknowledge and agree that the Beta Services (1) are experimental in nature, have not been fully tested and may be discontinued at any time, (2) may not meet Your requirements or perform as intended, (3) may not be uninterrupted, error free or free of faults, (4) are for the sole purpose of evaluating and testing the service and providing feedback to BitCalm, and (5) You shall inform Your employees and other users regarding the nature of Beta Services. You acknowledge and agree that the Beta Services are subject to the above conditions and expectations of performance and reliability, and shall be subject to these Terms.
Compliance with Law. You are solely responsible for ensuring that as a subscriber of the Services, You are in compliance with all applicable federal, state and local laws, foreign laws, rules and regulations. You shall be solely responsible for Your User Data. BitCalm does not endorse and has no control over the content of User Data submitted by You or other users. BitCalm assumes no responsibility whatsoever in connection with or arising from User Data or for actively monitoring User Data for inappropriate or illegal content. In addition, the Services may use data received or obtained from Your device to determine Your location («Location Data»). By subscribing to the Services, You hereby consent and permit BitCalm to use Location Data in order to provide the Services to You. BitCalm does not make any representation, warranty or guarantee of accuracy, completeness or timeliness with respect to any Location Data.
You shall defend, indemnify and hold BitCalm, its officers, directors, shareholders, affiliates, suppliers and licensors, harmless from and against any and all damages, fines, penalties, assessments, liabilities, losses, costs and expenses (including attorneys’ fees, expert fees and out-of-pocket expenses) in connection with Your subscription to the Services, Your violation of these Terms, any violation of the rights of any other person or entity by You, including any intellectual property rights, any misuse or fraudulent use of credit and debit cards, any claims that the Services were exported by You in violation of applicable laws, rules and regulations, including but not limited to, any claim that Your User Data, or Location Data is illegal.
Your Conduct. BitCalm may, immediately and without notice to You, terminate Your Account and cease providing the Services to you if You (1) harm, disrupt or otherwise engage in activity that diminishes BitCalm’s brand, Services, computer system or network, (2) misrepresent Your identity, impersonate any person or attempt to gain access to or illegally track any Account, computers or networks related to the Services, without authorization, (3) manipulate a Service in any manner not specified by BitCalm, (4) interfere with BitCalm’s policy with respect to excessive bandwidth usage, as determined by BitCalm, (5) store, backup or distribute any illegal or unauthorized files or data, or material protected by intellectual property rights of a third-party unless You own or have appropriate rights to such material, (6) store, backup or distribute material that contains viruses, Trojan horses, worms, corrupted files or any other similar material that may damage the operation of the Services or another person’s Device, data or property, (7) directly or indirectly reverse engineer, decompile, disassemble, modify, reproduce or create derivative works of the Services, (8) assign, rent, loan or otherwise transfer the Services, or (9) remove or alter any proprietary notices (e.g., copyright, trademark notices, legends, etc.) received in the provision of the Services.
Your subscription to the Services is subject to your compliance with the then-current documentation and customer support available at BitCalm’s websites or as specified in other documentation provided by BitCalm or an authorized reseller. As a subscriber, BitCalm will make the BitCalm website and Services available to you on a non-exclusive, non-transferable, limited and revocable basis. You acknowledge that BitCalm or third parties own all right, title and interest in and to the Services, including any systems or processes used exclusively by BitCalm to provide you the Services, all copies thereof and all proprietary rights therein, including copyrights, patents, trademarks, logos, domain names or other brand features of BitCalm. The Services may contain, or BitCalm may provide to You, third-party components, or You may obtain third-party components from third parties directly (the «Third-Party Components»), and You acknowledge that terms accompanying such Third-Party Components will govern their use. You may provide feedback to BitCalm with respect to the Services and BitCalm may use feedback for any purpose without obligation of any kind. To the extent permission is required under Your intellectual property rights to make use of the feedback, You hereby grant BitCalm an irrevocable, non-exclusive, perpetual, royalty-free right to use your feedback in connection with BitCalm’s business, including enhancement of the Services.
BitCalm may discontinue, suspend or modify the Services, any feature included in the Services, or the availability of the Services on any particular Device at any time and without notice to You. If any third-party makes an intellectual property infringement claim relating to the Services, BitCalm reserves the right to immediately terminate Your subscription. While not obligated to do so, BitCalm will endeavor to communicate any such actions to You by providing electronic notice to You or by posting relevant information to the BitCalm website.
DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
YOUR SUBSCRIPTION TO THE SERVICES IS AT YOUR SOLE DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR DEVICE, OR THE LOSS OF YOUR USER DATA. DEPENDING ON THE SERVICES YOU CHOOSE TO UTILIZE, YOUR USER DATA MAY NOT BE AVAILABLE OR RESTORABLE IF (1) THE SERVICE HAS NOT COMPLETED COPYING OR SYNCING YOUR USER DATA, (2) FOR FILES, FOLDERS OR DISK DRIVES THAT THE SERVICES DO NOT AUTOMATICALLY BACKUP OR SYNC PURSUANT TO BitCalm DOCUMENTATION, YOU DO NOT MANUALLY SELECT THEM FOR BACKUP OR SYNCING OR YOU DESELECT CERTAIN USER DATA FOR BACKUP OR SYNCING, (3) YOU DELETE CERTAIN USER DATA FROM YOUR DEVICE AND DO NOT RESTORE IT WITHIN 30 CALENDAR DAYS AFTER DELETION, OR YOU DELETE A DEVICE FROM YOUR ACCOUNT, (4) YOU MOVE USER DATA TO A LOCATION ON YOUR DEVICE THAT IS NOT AUTOMATICALLY SCANNED TO SELECT FILES FOR BACKUP OR SYNCING, OR YOU UPGRADE YOUR OPERATING SYSTEM RESULTING IN CHANGES TO YOUR FILE MAPPING, (5) YOUR DEVICE IS UNABLE TO ACCESS THE INTERNET OR NETWORK SERVICE, (6) BitCalm SERVERS OR NETWORK SERVICE IS UNABLE TO MAKE A CONNECTION WITH YOUR DEVICE, (7) YOU FAIL TO FOLLOW BitCalm’S TECHNICAL REQUIREMENTS AND DOCUMENTATION FOR UTILIZING THE BACKUP SERVICES, INCLUDING PERIODICALLY TESTING YOUR BACKUPS AND RESTORES, OR (8) YOU TERMINATE OR FAIL TO RENEW YOUR SUBSCRIPTION TO THE SERVICES.
THE SERVICES MAY ACCESS AND TRANSFER INFORMATION OVER THE INTERNET. YOU ACKNOWLEDGE AND AGREE THAT BitCalm DOES NOT OPERATE OR CONTROL THE INTERNET AND THAT (1) VIRUSES, WORMS, TROJAN HORSES AND OTHER UNDESIRABLE DATA OR COMPONENTS, OR (2) UNAUTHORIZED USERS (E.G., HACKERS) MAY ATTEMPT TO OBTAIN ACCESS TO AND DAMAGE YOUR USER DATA, WEBSITES, DEVICES AND NETWORKS. BitCalm IS NOT RESPONSIBLE FOR SUCH ACTIVITIES. YOU ARE SOLELY RESPONSIBLE FOR THE SECURITY AND INTEGRITY OF YOUR ACCOUNT, YOUR USER DATA AND YOUR DEVICES. YOU ACKNOWLEDGE AND AGREE THAT BitCalm SHALL HAVE NO LIABILITY ASSOCIATED WITH OR ARISING FROM YOUR FAILURE TO MAINTAIN ACCURATE CONTACT OR OTHER INFORMATION, INCLUDING, BUT NOT LIMITED TO, YOUR FAILURE TO RECEIVE CRITICAL INFORMATION ABOUT THE SERVICES. THE SERVICES AND THIRD-PARTY COMPONENTS ARE PROVIDED «AS IS,» «WHERE IS,» «AS AVAILABLE,» «WITH ALL FAULTS» AND, TO THE FULLEST EXTENT PERMITTED BY LAW, WITHOUT WARRANTY OF ANY KIND. BitCalm DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SERVICES AND THIRD-PARTY COMPONENTS, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE, AND ANY WARRANTIES REGARDING QUIET ENJOYMENT, RELIABILITY, TIMELINESS AND PERFORMANCE OF THE SERVICES. BitCalm DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SERVICES WILL BE CORRECTED, OR THAT ENCRYPTION ALGORITHMS, ASSOCIATED KEYS AND OTHER SECURITY MEASURES WILL BE SECURE OR EFFECTIVE. YOU UNDERSTAND AND AGREE THAT NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY BitCalm SHALL CREATE ANY ADDITIONAL WARRANTIES OR IN ANY WAY INCREASE THE SCOPE OF BitCalm’S OBLIGATIONS HEREUNDER. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL BitCalm BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY COST TO PROCURE SUBSTITUTE SERVICES OR USER DATA, OR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR ANY OTHER DAMAGES, INCLUDING DAMAGES FOR PERSONAL INJURY, LOST PROFITS, LOSS OF DATA, LOSS OF USER DATA OR BUSINESS INTERRUPTION, ARISING OUT OF YOUR SUBSCRIPTION TO THE SERVICES, EVEN IF BitCalm HAS BEEN ADVISED ABOUT THE POSSIBILITY OF SUCH DAMAGES (WHETHER SUCH DAMAGES ARISE IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE). IN ANY CASE AND WITHOUT LIMITING THE FOREGOING, THE ENTIRE LIABILITY OF BitCalm FOR ALL DAMAGES OF EVERY KIND AND TYPE (WHETHER SUCH DAMAGES ARISE IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE) SHALL BE LIMITED TO THE SUBSCRIPTION FEES PAID BY YOU TO BitCalm IN THE 12 CALENDAR MONTHS IMMEDIATELY PRIOR TO THE DAMAGES ARISING. IF THE SERVICES ARE PROVIDED TO YOU WITHOUT CHARGE, THEN BitCalm SHALL HAVE NO LIABILITY TO YOU WHATSOEVER. THE FOREGOING TERMS SET A LIMIT ON THE AMOUNT OF DAMAGES PAYABLE AND ARE NOT INTENDED TO ESTABLISH LIQUIDATED DAMAGES. YOU EXPRESSLY RECOGNIZE AND ACKNOWLEDGE THAT SUCH LIMITATION OF LIABILITY IS AN ESSENTIAL PART OF THESE TERMS AND BitCalm’S AGREEMENT TO PROVIDE YOU THE SERVICES, AND IS AN ESSENTIAL FACTOR IN ESTABLISHING THE PRICE OF THE SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR THE LIMITATION ON HOW LONG AN IMPLIED WARRANTY LASTS, SO SOME OF THE FOREGOING TERMS MAY NOT APPLY TO YOU.
GENERAL LEGAL TERMS
Governing Law and Arbitration. These Terms shall be governed, construed and enforced in accordance with the laws of California without reference to conflicts of law principles. The parties agree that the exclusive jurisdiction of any actions arising out of, relating to or in any way connected with these Terms, shall be in the state or federal courts, as applicable, located in the Tallinn, Estonia. Any dispute, controversy or claim arising out of or relating to this Agreement, including the arbitrability of the matter or the formation, interpretation, scope, applicability, termination or breach thereof, shall be referred to and finally determined by arbitration in accordance with the JAMS Streamlined Arbitration Rules and Procedures, or JAMS International Arbitration Rules, if the matter is deemed «international» within the meaning of that term as defined in the JAMS International Arbitration Rules. The arbitration shall be administered by JAMS, shall take place before a sole arbitrator and shall be conducted in Tallinn, Estonia. If the JAMS International Arbitration Rules apply, the language to be used in the arbitral proceedings will be English. Judgment upon the arbitral award may be entered by any court having jurisdiction. This section shall apply to and require arbitration of all disputes, controversies and claims, regardless of whether such disputes, controversies or claims concern a single individual, entity or other person, multiple individuals, entities or other persons, or classes of individuals, entities or other persons.
Linking. The Services may, from time to time, provide access to other websites and resources and are provided for convenience only. BitCalm has not reviewed the linked websites and is not responsible for the content or availability of any linked websites. The inclusion of any link to a website does not imply endorsement by BitCalm of the website or their entities, products or services.
General. These Terms constitute the entire understanding of the parties and supersede all prior and contemporaneous written and oral agreements with respect to the subject matter hereof. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party will not be applied in the construction or interpretation of these Terms. If one or more of the provisions herein shall be held invalid, illegal or unenforceable in any respect, the validity, legality and enforcement of the remaining provisions shall not be affected or impaired. Any inconsistency between these Terms in English and these Terms in any other language shall, to the fullest extent permitted by applicable law, be resolved by reference to the English version. The failure to enforce or the waiver by either party of a default or breach of the other party shall not be considered to be a waiver of any subsequent default or breach. You may not assign or delegate any rights or obligations under the Terms. Any purported assignment and delegation shall be ineffective. BitCalm may freely assign or delegate all rights and obligations under the Terms, fully or partially, with or without notice to You. BitCalm may also substitute, by way of novation, any third-party that assumes our rights and obligations under these Terms. If You or BitCalm cannot perform its obligations under these Terms because of any act of God, accident, strike, court order, fire, riot, war, failure of third-party equipment or any other cause not within the affected party’s reasonable control and that could not be avoided through the exercise of reasonable care and diligence (a «Force Majeure Event»), then the non-performing party will, if possible and reasonable, (1) promptly notify the other party, (2) take reasonable steps to resume performance as soon as possible, and (3) not be considered in breach during the duration of the Force Majeure Event. If a Force Majeure Event continues for five (5) days, BitCalm may terminate Your subscription to the Services and these Terms by providing electronic notice to You. IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT IN THE EVENT ANY REMEDY HEREUNDER IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, ALL LIMITATIONS OF LIABILITY AND EXCLUSIONS OF DAMAGES SET FORTH HEREIN SHALL REMAIN IN FULL FORCE AND EFFECT. The following provisions shall survive termination or expiration of this Agreement: Your Account, Your Subscription, Your Conduct, BitCalm Property, Disclaimer of Warranties; Limitation of Liability; and General Legal Terms.