Terms of Service
(Updated: May 23, 2018)
The ADrive Services are made available to You on our web site www.adrive.com (the "Site") subject to the following terms and conditions. By using the Site, any of the ADrive Services available at the Site, and any software, application, plug-in, component, functionality, or program created by ADrive, You are agreeing to the following Terms of Service.
Please read these Terms of Service carefully and if You disagree with one or more of these terms, You must discontinue Your use of the ADrive Services. By signing up for and using the ADrive Services, You represent and warrant that You have read, understand, have the legal capacity to, and hereby agree to be legally bound by these Terms of Service. Any Users under the age of 18 must have a parent or legal guardian create an account on the Site in order to use the ADrive Services
A. Definitions.
As used in this Agreement, certain terms used herein shall have the following meanings:
1. ADrive: ADrive LLC and its successors, assignees, agents, distributors, dealers and licensees.
2. Agreement: These Terms of Service, the ADrive Privacy Policy, Billing Policy, Copyright Infringement Policy, other policies or guidelines posted on the Site, and any and all additional agreements, policies or amendments in place between You and ADrive governing Your use of the ADrive Services.
3. Storage Data: The electronic data, including, but not limited to, sound recordings, audiovisual works, musical works, artwork, phonorecords, photographs, documents, software, and other graphical or textual material embodying Your works and any descriptions, titles, captions and other identifying characteristics You or others attribute thereto, stored on ADrive at Your request.
4. User: Any individual, group or entity accessing the ADrive Services and/or utilizing one or more of the ADrive Services to store, transfer, share or receive Storage Data. Users are either Free Users or Commercial Users as defined below.
5. You, Your, Yours: The person who is over the age of 18, and the minor(s), individual(s), group(s), entity(ies) or other association(s), individually and as a whole, and their agents, successors and assignees, on whose behalf that person has entered this Agreement with ADrive and for whom ADrive has established an account.
B. Terms and Conditions.
1. ADrive Services.
ADrive provides a variety of services and software that enable You to store, transfer, share and receive Storage Data online (the “ADrive Services”). This contract is solely for Your and our benefit, and is not for the benefit of any other person except for permitted successors. Our relationship is that of independent contractors, and no agency, partnership, joint venture, trust, employer/employee, or franchiser/franchisee relationship is intended or created by this Agreement or by Your use of the ADrive Services.
(i) Personal Basic Plans
The basic ADrive Services are available for Your personal home use only at no charge up to the storage limits set forth by ADrive from time to time. You may only have one Personal Basic Plan at a time. The basic ADrive Services are intended for use only by individuals seeking to back-up or store their personal data. Any entities seeking to use the ADrive Services or individuals wanting to use the ADrive Services for commercial purposes may do so only by signing up to be an authorized commercial User and have paid the applicable fees (“Commercial User(s)”).
(ii) Personal Premium and Business Plans ("Paid Accounts")
You agree to pay, in advance, all applicable fees, taxes, charges, and surcharges for any ADrive Services You purchase from ADrive, based on the plan You choose (the “Subscription Plan”). All charges are nonrefundable. ADrive will automatically charge Your payment method for Your service charges, and any applicable fees and taxes on the date Your subscription begins and any subsequent renewal dates. If we do not receive payment from Your designated payment method, You agree to pay all amounts due upon demand by us. We may, in our discretion, post charges to Your payment method individually or we may aggregate Your charges with other purchases You make from us. You are responsible for all charges incurred under Your account made by You or anyone who uses Your account.
You agree to allow ADrive to place Your account on a recurring payment plan. You must give us accurate billing and payment information and keep this information up-to-date by going to the "Account Settings" area on ADrive. Incomplete, incorrect or questionable signup information will be rejected and You will be unable to open an account. You authorize us to charge Your designated payment method for these charges and to retain information about the payment method associated with Your account.
Every time You make a purchase or use ADrive, You reaffirm that (i) ADrive is authorized to charge Your designated payment method; (ii) ADrive may submit charges incurred under Your account for payment; and (iii) You will be responsible for such charges, even if Your Subscription Plan is canceled or terminated.
After 30 days from the date of any unpaid charges, Your account will be deemed delinquent and we may terminate or suspend Your account for nonpayment. We reserve the right to assess an additional 1.5 percent (or the highest amount allowed by law) per month late charge if Your payment is more than 30 days past due and to use alternate means to collect any unpaid charges. You are liable for any fees, including attorney and collection fees incurred by us in our efforts to collect any remaining balances from You.
You must notify ADrive at billing@adrive.com of any billing problems or discrepancies within 60 days after they first appear on the statement You receive from Your bank or credit card company. If You do not bring such problems or discrepancies to our attention within 60 days, You agree that You waive the right to dispute such problems or discrepancies. ADrive will remove and destroy any Storage Data associated with any Paid Accounts that have been deemed delinquent. You may cancel Your Paid Account by notifying ADrive at billing@adrive.com of Your desire to terminate and Your account will be terminated effective at the end of the current subscription period. ADrive reserves the right to terminate any and all Paid Accounts at any time, with or without notice or cause. If ADrive terminates Your account for any reason other than a violation by You of these Terms of Service, ADrive will refund You any amounts prepaid by You on a prorata basis for the remainder of Your current subscription period.
Should You have any questions concerning ADrive's billing, please contact billing@adrive.com or review the ADrive Billing Policy.
(iii) Free Trials
Personal Premium and Business Plans may have a free trial period (“Free Trial”) during which time the account may be used without charge. If You have previously used ADrive Services on a trial basis or have previously paid for an ADrive account, You are not eligible for a Free Trial. ADrive allows only one Free Trial per User. You may not attempt to circumvent Free Trial account restrictions by registering multiple accounts. You may cancel or downgrade Your account, free of charge, at any time during the Free Trial period. Upon the conclusion of the Free Trial period, Your account will be locked until You either: (a) Subscribe to a Paid Account, or (b) downgrade to a Personal Basic account. Should you choose to downgrade to a Personal Basic account, any Storage Data in excess of the storage limit for Personal Basic accounts will be lost. If you choose to upgrade to a Paid Account and provide your payment information prior to the end of the trial period you will not be charged until the end of the Free Trial.
2. Your Identity.
You agree to provide ADrive with accurate, timely information about Yourself and/or the minor on whose behalf You are entering into this Agreement, and to update Your contact data so that it remains current. You will not provide ADrive with false information about Your identity, impersonate another person or entity, or otherwise misrepresent Your identity or affiliation to ADrive. ADrive will use that information only in a manner consistent with that disclosed in the ADrive Privacy Policy, which is incorporated into this Agreement by reference. Your failure to comply with this provision automatically nullifies any obligation ADrive may have to contact You or provide You with any notice required by this Agreement or by law.
3. Authority.
You represent and warrant that: (a) You are 18 years or older; (b) You have full right and power to enter into and perform this Agreement, and have secured all third party consents necessary to enter into this Agreement; and (c) if You are establishing an account on behalf of a minor or if any contribution to Your Storage Data is from a minor, You have the legal right to execute this Agreement on behalf of the minor and guarantee such minor's performance of the terms of this Agreement. These warranties shall survive any termination of this Agreement. You agree to indemnify and hold ADrive and its Users harmless from any and all damages and costs, including reasonable attorney's fees, arising out of or related to Your breach of the representations and warranties described herein. You agree to execute and deliver documents to ADrive, upon ADrive's reasonable request, that evidence or effectuate ADrive's rights under this Agreement.
4. Access to ADrive Services.
You are solely responsible for maintaining the confidentiality of Your password and any additional identifying information required for Your use of the ADrive Services. You may not share Your account with other people. You must immediately notify ADrive if You become aware of any loss, theft, or unauthorized use of Your password or of any other unauthorized use of any User's account information, contact data, Storage Data or the ADrive Services. ADrive does not guarantee the security of any information transmitted to or from ADrive. You are solely responsible for all Storage Data and other information stored, transferred, and received under Your username and password including, but not limited to, sole responsibility for completing transactions initiated under Your username and password. If You lose control of Your password, You may be subject to legally binding actions taken on Your behalf. You are solely responsible for the accuracy and appropriateness of the Storage Data maintained under Your username and password; for ensuring that Storage Data posted or distributed under Your username and password does not violate or infringe upon this Agreement or upon the rights of any third party (including, without limitation, copyrights, trademarks, privacy or other personal or proprietary rights); and for ensuring that Storage Data maintained under Your username and password are not illegal or obscene. ADrive disclaims any and all liability for Your use of the ADrive Services to the fullest extent permitted by law.
5. Review of Storage Data.
Although ADrive does not regularly monitor the use of ADrive services by any particular user, it reserves the right to do so if ADrive, in its sole discretion, determines there may be misuse as defined by the terms of this Agreement. ADrive may monitor Your access, use, files, and/or Storage Data to detect signs of misuse. ADrive will not knowingly tolerate the use of the ADrive Services for illegal or other injurious or damaging activities. If ADrive believes, in its sole and absolute discretion, that You may be engaging in, or in any way connected with, any unlawful or improper activity, ADrive may disclose its Users' files and Storage Data to law enforcement or any other authority ADrive deems proper. ADrive may, in its sole discretion, remove, reclassify, recategorize, or block Your access to all or any part of ADrive Services or to any particular Storage Data at any time for any reason, or for no reason at all. Without limiting the foregoing, ADrive reserves its right to remove any Storage Data if: (a) it decides, in its sole discretion, that the Storage Data may breach any of Your obligations, representations, or warranties hereunder, (b) ADrive is advised of a court order, subpoena or notice under the Digital Millennium Copyright Act ("DMCA") requiring removal of the Storage Data or any similar rule or regulation of any other jurisdiction, or (c) ADrive determines, in its sole and absolute discretion, that continued availability of the Storage Data may lead to ADrive becoming party to a claim, lawsuit, affirmative defense, or any liability of any kind.
6. Maintenance of Storage Data.
ADrive shall have no responsibility for and does not guarantee the integrity, completeness or availability of ADrive Services or of Storage Data residing on ADrive's equipment. You are responsible for independent backup of Storage Data stored using the ADrive Services. You agree to assume all risk of loss of such data. You agree to defend, indemnify and hold ADrive harmless for any loss of data, whether on Your equipment or through the ADrive Services, arising out of or resulting from use of the ADrive Services, including use of software provided by ADrive, if any. ADrive may, but shall not be required to, delete Your Storage Data after the termination of this Agreement.
7. ADrive Software Products License.
(i) License Grant
ADrive grants You a personal, non-exclusive, non-transferable, limited and revocable license to install and use the ADrive software products, including but not limited to the ADrive software, Desktop Client, and mobile applications (“ADrive Software”), for Your own use on any device owned or controlled by you, provided that You comply and remain in compliance with this Agreement. Any rights not specifically licensed to You for the ADrive Software are reserved by the owner of the rights in the ADrive Software.
(ii) License Restrictions
You shall not nor shall You allow any third party to: (a) decompile, disassemble, decrypt, extract, or otherwise reverse engineer or attempt to reconstruct or discover any source code or underlying ideas, algorithms, or file formats of the ADrive Software, or of any components used in the ADrive Software by any means whatsoever; (b) remove or conceal any product identification, copyright, proprietary, patent or other notices contained in or on the ADrive Software or Documentation; (c) use any “locked” or restricted feature, function, service, application, protocol, operation, or capability without first purchasing the applicable Service, even if such feature, function, service, application, protocol, operation or capability is technically achievable without upgrading your account; (d) sell, lease, rent, lend, sublicense, distribute or otherwise transfer in whole or in part the ADrive Software or, if applicable, the license enablement key to another party; (e) use the ADrive Software to operate in a service bureau, managed service provider, or commercial hosting services environment, or (f) modify the ADrive Software, incorporate it into or with other software, or create a derivative work of any part of the ADrive Software. You may not circumvent any mechanisms for preventing the unauthorized reproduction or distribution of the ADrive Software.
(iii) Termination
Your license terminates immediately upon cancellation or termination of Your ADrive account or if we believe You are in violation of this Agreement. Termination of this License shall not relieve You from Your obligations to immediately pay ADrive, or any third party, any sums owed hereunder or under any other agreement with ADrive or such third party. Upon termination, all rights to use the ADrive Software will cease, and You shall promptly destroy the original and all copies of the ADrive Software. Termination is not an exclusive remedy and all other remedies otherwise entitled by law shall remain. Your license will end on the date Your subscription period ends. Your license will also end if we modify the ADrive Services in a way that no longer supports the ADrive Software.
(iv) Intellectual Property Rights
The ADrive Software is licensed, not sold, to You. The ADrive Software is protected by intellectual property and copyright laws and treaties worldwide, and may contain trade secrets of ADrive or its licensors, who have and maintain exclusive right, title and interest in and to the ADrive Software and reserve and retain all rights not expressly granted to You herein. No right, title or interest in or to any trademark, service mark, logo or trade name of ADrive or its licensors is granted under this Agreement. All title and intellectual property rights in and to software content which is not contained in the ADrive Software, but may be accessed or used through use of the ADrive Software, is the product belonging to the respective content owner and may be protected by patents, intellectual property and copyright laws and treaties worldwide.
(v) Assignment and Transferability of Rights
You may not assign or transfer any of Your rights or obligations under this Agreement without ADrive's prior written approval. ADrive does not waive any of its rights under this Agreement by delaying to exercise its rights, or exercising only part of its rights at any time. ADrive may freely assign this Agreement.
8. Site Restrictions.
You will not attempt to gain access to ADrive's private system areas or to other areas within the Site to which You are not expressly permitted access and You shall not reverse engineer or attempt to reverse engineer any portion of the ADrive Services or the Site. You may not upload files with an invalid extension or in an invalid format for the purpose of circumventing ADrive's rules. All files that do not match their file extension or type may be deleted by ADrive without notice. ADrive will prosecute those who illegally threaten the system or its services. You agree that if any of Your activities conducted in violation of this Agreement are found to disrupt or damage ADrive's hardware, software, system or their functions, You will reimburse ADrive for system administration costs incurred in repairing the affected systems as well as direct and consequential damages incurred by ADrive arising out of Your activities.
9. Prohibited Use of ADrive Services.
(i) You shall not use the ADrive Services to transmit, transfer or convey Storage Data that might be illegal or otherwise damaging to ADrive, its users, or others. Specifically, You agree that, and represent and warrant that, no Storage Data (or any portion thereof) provided by You, on Your behalf, with Your username and password shall:
(a) Infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
(b) Divulge information that You do not have a right to divulge due to a contractual, fiduciary, or privileged relationship;
(c) Violate any state or United States law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising);
(d) Be defamatory, trade libelous, unlawfully threatening or unlawfully harassing;
(e) Be false, inaccurate or misleading;
(f) Be fraudulent or incorporate counterfeit or stolen items or property;
(g) Promote physical harm or injury or otherwise advocate violence against or unreasonable hostility toward people or groups based on their race, religion, national origin, age, sexual orientation, gender, or disability;
(h) Instruct, aid, abet, or promote any illegal activity including, without limitation, instructions on constructing explosive or incendiary devices; growing or producing controlled substances, or counterfeiting currency, passports, drivers' licenses, etc.;
(i) Contain child pornography. It is a federal crime to buy or sell child pornography as defined in United States Code, Title 18, Chapter 110 - Sexual Exploitation and Other Abuse of Children. ANY CONTENT THAT ADRIVE CONSTRUES AS CHILD PORNOGRAPHY WILL BE IMMEDIATELY FORWARDED TO THE PROPER AUTHORITIES;
(j) Contain any viruses, Trojan Horses, Worms, Time Bombs, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
(k) Provide advice for which any jurisdiction requires a professional license to disseminate including, but not limited to, legal or medical advice;
(l) Create liability for ADrive or cause ADrive to lose (in whole or in part) the services of its advertisers, service providers or suppliers; or
(m) Link directly or indirectly to or include descriptions of goods or services that are prohibited under this Agreement.
(ii) You shall not attempt to register or maintain multiple Personal Basic Plan accounts, or multiple Free Trials, including setting up so called “sock puppet” or other type of accounts that are meant to circumvent the one account per individual restriction or the one Free Trial per individual restriction.
(iii) This Prohibited Use Policy precludes the use of the ADrive Services to transmit, transfer or receive electronic or other data that comprises or depicts any of the foregoing, as well as similar Storage Data. You are responsible for complying with the rules, terms and conditions outlined in this Agreement and this Prohibited Use policy. If You have any questions as to whether any particular Storage Data or Use of ADrive Services is prohibited, please contact ADrive at legal@adrive.com.
10. Anti-Spamming Policy.
You may not use the ADrive Services to send unsolicited or unauthorized mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise.
From time to time, Personal Basic Account Users will receive electronic messages containing promotional materials from ADrive. Paid Account Users have the option of opting out of receiving these promotional materials. ADrive complies with the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (the "CAN-SPAM Act").
11. Export Controls.
No Storage Data shall be acquired by or otherwise exported or re-exported into (or by or to a national or resident of) Cuba, Iran, Iraq, Libya, North Korea, Syria, Sudan or any other country to which the U.S. has embargoed goods; or to anyone on the U.S. Treasury Department's list of Specially Designated Nationals and Blocked Persons or the U.S. Commerce Department's Table of Denial Orders. As a Storage Data Recipient and/or User, You represent and warrant that You are not located in, under the control of, or a national or resident of any such country or on any such list.
12. Parental Control Protections.
ADrive does not routinely audit the Storage Data provided by Users of the ADrive Services and strongly encourages the use of parental control protections (such as computer hardware, software, or filtering services) that are commercially available and may assist in limiting access to Storage Data that may be harmful to or inappropriate for minors.
13. Non-Assignability.
You may not assign, transfer, or delegate this Agreement, Your duties and obligations under this Agreement, Your benefits under this Agreement, or Your ADrive account to anyone without the express written consent of ADrive. Upon reasonable notice to You, ADrive may assign or transfer this Agreement at its sole discretion.
14. DISCLAIMER OF WARRANTIES.
ADRIVE SERVICES AND MATERIALS AND THIRD PARTY CONTENT ACCESSIBLE IN CONNECTION THEREWITH ARE PROVIDED "AS IS" AND "AS AVAILABLE", AND, EXCEPT AS EXPRESSLY PROVIDED HEREIN, WITHOUT WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, ADRIVE DISCLAIMS ALL SUCH WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Without limiting the generality of the foregoing, ADrive does not warrant that the functions and/or services of ADrive Services or ADrive related services, Storage Data, hardware, sites, software, data or other material will be uninterrupted or error-free, or that defects will be detected or corrected. Neither ADrive nor any third party Storage Data provider warrants that any service, software, Storage Data or the methods by which they are made available will be free of viruses or similar contamination or destructive features. You expressly agree to solely assume the entire risk as to the quality and performance of the ADrive Services and the accuracy or completeness of Storage Data. ADrive does not warrant or make any representations regarding the use or the results of the use of its services, software, Storage Data, the materials, functions, data or services in or provided by ADrive, its affiliates or its Users in terms of accuracy, reliability, or otherwise. You expressly agree to assume the entire cost of all necessary servicing, repair, correction and related liabilities resulting from Your use of the ADrive Services. If applicable law does not allow the exclusion of implied warranties, certain of the above exclusion may not apply to You.
15. LIMITATION OF LIABILITY.
YOU AGREE THAT, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, UNDER NO CIRCUMSTANCES, INCLUDING (BUT NOT LIMITED TO) NEGLIGENCE, SHALL ADRIVE BE LIABLE FOR ANY DAMAGES (INCLUDING, BUT NOT LIMITED TO, DIRECT, ACTUAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES) THAT RELATE TO OR RESULT FROM THE USE OF, THE INABILITY TO USE, OR THE CORRUPTION OF STORAGE DATA, OR OTHER DATA STORED ON, STORED IN, RETRIEVED FROM, ACQUIRED, TRANSMITTED OR TRANSFERRED THROUGH ADRIVE SERVICES, EVEN IF ADRIVE OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL LIABILITY OF ADRIVE, ITS DISTRIBUTORS, LICENSORS, AND RESELLERS FOR ANY DAMAGE OR CLAIM ARISING FROM USE OF THE SERVICES OR THE ACCOMPANYING DOCUMENTATION SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID OVER THE PRECEEDING TWELVE (12) MONTHS BY YOU FOR THE SOFTWARE. ADRIVE RECOMMENDS THAT ANY USER OF THE ADRIVE SERVICES MAINTAIN AN ALTERNATIVE STORAGE MEDIUM TO ENSURE THAT DATA IS BACKED UP TO MULTIPLE LOCATIONS. If applicable law does not allow the limitation or exclusion of liability or incidental or consequential damages, certain of the above limitations or exclusions may not apply to You.
16. Indemnification.
You agree to defend, indemnify and hold ADrive and its agents, employees, consultants, representatives and/or assignees harmless from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs and expenses (including, but not limited to, attorneys' fees and costs through appeal) relating to, arising out of or resulting from, in whole or in part, any acts or omissions by You, Your Storage Data, materials or information stored, transmitted or received by or for You that in any way relate to ADrive or the ADrive Services. The terms of this paragraph shall survive termination of this Agreement.
17. Termination for Convenience.
ADrive reserves the right to change, suspend or discontinue all or any aspect of its services made available to You or others at any time, including the availability of any feature or Storage Data, without prior notice or liability to You. Either party may terminate this Agreement at any time for any reason or for no reason by sending notice of termination to the other party. You expressly waive and release ADrive from any and all claims You may have against ADrive arising out of or related to any such termination.
18. Termination for Cause.
ADrive may terminate this Agreement if You submit false or misleading information to ADrive, if You breach any provisions of this Agreement, or violate any laws, including the Digital Millennium Copyright Act. Upon termination for cause, You will no longer have the right to access the ADrive Services and You will be precluded from accessing the ADrive Services in the future. ADrive expressly reserves any and all additional rights and remedies it may have against You including, but not limited to, claims for breach of contract.
19. Choice of Law and Venue.
The ADrive Services are managed from its offices within the State of California in the United States of America. ADrive makes no representation that its services are appropriate or available for use in other locations. If You choose to access this site from other locations, You do so on Your own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. All matters with respect to this Agreement, including, without limitation, matters of validity, construction, effect and performance shall be governed by the internal laws of the State of California applicable to contracts made and to be performed therein between the residents thereof (regardless of the laws that might otherwise be applicable under principles of conflicts of law). Any action or proceeding related to the subject matter of this Agreement shall be venued in San Francisco, California. You hereby agree to submit to personal jurisdiction in the federal and state courts located in San Francisco, California. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods.
20. Severability.
If any provision of this Agreement shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. This Agreement may not be amended unless the CEO or other authorized officer of ADrive has approved and signed such an amendment in writing. Non-enforcement of any section of this Agreement does not constitute consent or waiver and ADrive reserves the right to enforce any provision of this Agreement at its sole discretion.
21. Incorporation.
The terms of this Agreement supersede any prior representations made by ADrive or negotiations between You and ADrive and is the entire agreement between the parties relating to the subject matter contained herein.
22. Modifications.
ADrive may from time to time amend the terms and conditions of this Agreement. At the time of any such change, You will be notified of the modified terms and conditions. Continued use of the ADrive Services after the effective date of the notification shall constitute acceptance of the modified Agreement.
23. Time Limitation on Claims.
Regardless of any statute or law to the contrary, any claim, cause of action, or demand for arbitration against ADrive arising out of or related to this Agreement or use of the ADrive Services must be filed within six months of the date upon which You were or should have first been aware of the existence of the grounds for Your claim or cause of action.
24. Governing Law & Arbitration.
This Agreement shall be deemed to have been made in, and shall be construed pursuant to, the laws of the State of California without regard to principles of conflict of laws. The United Nations Convention on Contracts for the International Sales of Goods is specifically disclaimed. Any dispute between You and ADrive relating to this Agreement, Storage Data or the ADrive Services, hardware or software shall be resolved by binding arbitration pursuant to the commercial rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in San Francisco, California, and any judgment on the arbitration award may be entered in any court having jurisdiction thereof.
25. Remedies.
You acknowledge that breach of this Agreement would cause irreparable injury to ADrive for which monetary damages would not be an adequate remedy and You agree that ADrive shall be entitled to seek equitable relief in addition to any remedies it may have hereunder or at law. You acknowledge and agree that ADrive reserves the right to control all aspects of any lawsuit or claim that arises or results from Your use of the ADrive Services.
26. Notice.
Any notice, report, approval or consent required or permitted by this Agreement shall be in writing. Any amendments or waivers shall be effective only if made in writing by non-preprinted agreements clearly understood by both parties to be an amendment or waiver and signed by an authorized representative of each party.
27. Legal Notice to ADrive must be delivered to:
Legal Notice
ADrive LLC
1338 66th Street
Emeryville, CA 94662
legal@adrive.com
Any notice to You required by law or under this Agreement will be effectuated by ADrive posting notice on its site in a designated area and via electronic mail to the address on file with ADrive (if any).
28. General Data Protection Regulation (GDPR) – Personal Data of EU Members.
To the extent You will engage in any “processing” activities on Personal Data of EU citizens, as defined in the EU General Data Protection Regulation (2016/679 (GDPR), You agree as follows:
1. Whenever using ADrive’ servers or hosting services to process information, You agree and warrant that the processing, including the transfer of the information itself, of any persona data of EU citizens has been and will continue to be carried out in accordance with the relevant provisions of the GDPR and any and all applicable data protection laws, and does not violate any relevant provision(s) of any laws of the Member State(s) where said EU citizen(s) reside.
2. Whenever using ADrive’s servers or hosting services to process personal data of EU citizens, You agree to ensure that persons authorized to access such personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
3. You agree to implement and enforce all security measures required under GDPR Article 32 prior to, during, and after the processing of any personal data of EU citizens, including, without limitation, any and all steps necessary to ensure the ongoing confidentiality, integrity, availability, and resilience of processing systems and services.
4. You agree that if the transfer of data involves special categories of data within the meaning of the GDPR and/or EU Directive 95/46/EC, You will inform all EU citizen data subjects that their data could be transmitted to a country not providing adequate protection under said regulations.
5. You agree to keep and maintain any and all records, including, without limitation, as may be required by GDPR Article 30 for processing activities conducted by You using ADrive’s services.
6. You agree not to engage any third-parties for processing activities on ADrive’s site without the prior written permission of ADrive, and, in the any event of any such sub-processing, You also agree to adhere to all pertinent requirements pertaining the engagement and control of subprocessors as set forth in the GDPR.
7. You agree to notify promptly ADrive of any actual or suspected data breach relating in any way to Your use of ADrive’s services.
8. At the end of any processing conducted by You, You will provide any EU citizens with a means of deleting or returning all personal data from any and all copies of any processing activities conducted to You.
9. You agree to provide reasonable cooperation with ADrive in connection with any compliance activities it may undertake to adhere to the requirements of the GDPR and applicable local laws of Member States pertaining thereto.
Additionally:
10. ADrive will deal promptly and properly with all inquiries from You relating to the processing of any personal data of EU citizens on ADrive’s servers.
11. ADrive will provide reasonable assistance to You, by appropriate technical and organizational measures, insofar as possible, in showing the fulfilment of Your obligations as a controller in responding to requests or exercising any data subject’s rights set forth in GDPR Articles 12-23.
12. ADrive will deal promptly and properly with all inquiries from You relating to the processing of any personal data of EU citizens. ADrive will provide reasonable assistance to You, by appropriate technical and organizational measures, insofar as possible, in showing the fulfilment of Your obligations as a controller in responding to requests for exercising any EU citizen data subject’s rights set forth in GDPR Articles 12-23.Any information necessary to demonstrate compliance with the obligations of the GDPR shall be made available to You upon request, and ADrive will allow for and contribute to audits, including inspections, conducted by You; provided that, ADrive reserves the right to charge reasonable fees for any such assistance to You. Likewise, You agree that information necessary to demonstrate compliance with the obligations of the GDPR shall be made available to ADrive upon request, and You will allow for and contribute to audits, including inspections, conducted by ADrive; provided that, You shall retain the right to charge reasonable fees for any such assistance to ADrive.
29. Policy Against Copyright Infringement.
To protect copyright owners and ADrive users, ADrive has a strict Copyright Infringement Policy that protects against the infringement of others. intellectual property rights. ADrive adheres to the guidelines promulgated under the Digital Millennium Copyright Act (the "DMCA") with respect to allegations of copyright infringement and will respond promptly to claims of copyright infringement in accordance with the DMCA. A copyright owner, or one authorized to act on behalf of one, or authorized to act under any exclusive right, may report alleged infringements using the procedure below. You must submit in writing a .Takedown Notice ("Notice") as required under the DMCA. Telephonic, verbal or other non-written communications are insufficient under ADrive's policies and do not meet the requirements of the DMCA.
In order for a Notice to be conforming, the Notice must contain the following:
1. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
2. A description of the copyrighted work or other intellectual property that you claim has been infringed;
3. A description of where the material that you claim is infringing is located on the site;
4. Your address, telephone number, and email address;
5. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
6. A statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
7. The Notice must be addressed and delivered via U.S. Mail, Express Mail, or Courier to ADrive's Designated Copyright Agent, as follows:
Copyright Agent
ADrive LLC
1338 66th Street
Emeryville, CA 94662
legal@adrive.com
30. Copyright Notice.
Copyright 2008-2024, ADrive LLC ("ADrive"). All rights reserved. All content copyright and other rights reserved to its respective owners. No content may be duplicated with express written consent.
Any content, trademark(s), or any other material that may be found on the Site that is not ADrive's property remains the copyright of its respective owner(s). In no way does ADrive claim ownership or responsibility for such items and you should seek legal consent for any use of such material from its owners.
31. Entire Agreement.
You represent that You have carefully read this Agreement, that You understand its contents, and that You have had an opportunity to seek independent legal advice with respect to the review and advisability of entering into this Agreement. Should You have any questions concerning this Agreement, please contact legal@adrive.com