PLEASE READ THESE TERMS CAREFULLY. By creating an account, selecting a subscription term (1, 3, or 5 years, or another option we provide), and/or clicking “I Agree,” you (either an individual or the entity you represent) acknowledge that you have read, understood, and agree to be bound by these Terms of Use (the “Terms”) and any policies referenced herein. If you do not agree, do not register, access, or use FileScience.

1. Introduction and Definitions

1.1 Parties

These Terms are between you (“you” or “User”) and FileScience, LLC (“FileScience,” “we,” or “us”).

1.2 Services

FileScience provides cloud-to-cloud backup and recovery services (the “Services”) that back up data from one or more third-party cloud platforms to another secure cloud environment or designated storage. Services may include related software, updates, support, or maintenance features as described on our website or in your online account dashboard.

1.3 Data

“Your Data” means the electronic data, files, or content that you submit to or store via the Services for backup or restore purposes. FileScience will never claim ownership of Your Data.

1.4 Clickwrap Acceptance

You accept these Terms by creating an account, selecting a plan, or otherwise indicating your acceptance (such as clicking “I Agree”) on our website. If you are agreeing to these Terms on behalf of an organization, you represent that you have the authority to do so.

1.5 Updates to Terms

We may revise these Terms from time to time (see Section 13.1). By continuing to use the Services after updated Terms become effective, you agree to the revised Terms.

2. Scope of Services

2.1 Cloud-to-Cloud Only

FileScience exclusively offers cloud-to-cloud backups. We do not support on-premises storage or physical media, except by special arrangement. You are responsible for maintaining valid accounts with any third-party cloud providers from which or to which Your Data is backed up or restored.

2.2 Service Limits

Except as expressly stated in these Terms, FileScience does not guarantee support for every cloud platform. We will inform you which third-party services are compatible. In addition, certain features (e.g., point-in-time recovery or custom retention periods) may only be available on specific plans or may incur additional fees.

2.3 Modifications

FileScience may, at its discretion, add, remove, or modify features of the Services. If a change materially reduces core functionality, we will provide notice (e.g., via email or a prominent posting). Your continued use after the effective date of such changes is deemed acceptance.

3. Fees, Payment Terms, and Egress

3.1 Subscription Plans and Initial Term

You may select a subscription term of 1 year, 3 years, or 5 years (or another term we offer). Your subscription term (“Initial Term”) begins on the date you first register and pay (or are otherwise provisioned) for the Services. Fees and payment schedules will be displayed at checkout or within your FileScience account. All fees are payable in U.S. dollars (unless otherwise specified).

3.2 Automatic Renewal

At the end of the Initial Term, your subscription will automatically renew for successive terms of the same duration, unless you provide at least 30 days’ written notice of non-renewal prior to the end of your then-current term. We will notify you at least 30 days in advance, including any changes in fees. If you do not cancel, your subscription will renew, and you authorize FileScience to charge you for the renewal term.

3.3 Invoicing and Payment

• Billing Cycle: We typically invoice in advance (monthly, annually, or for the entire multi-year term upfront).
• Payment Method: You must provide a valid payment method (e.g., credit card or approved PO). You authorize us to charge all applicable fees.
• Due Date: All invoices must be paid by the date indicated. Late payments may incur 1.5% monthly interest and/or suspension.

3.4 Pricing Changes

FileScience may adjust fees for upcoming renewal terms with at least 30 days’ notice. You may terminate before new pricing takes effect. Continued use constitutes acceptance.

3.5 Taxes

All fees are exclusive of taxes. You are responsible for any applicable taxes (other than FileScience’s income tax).

3.6 Data Egress Fair Use

• Unlimited Egress, Subject to Fair Use: 5 GB per paid user/month without charge.
• Notification and Cooperation: We’ll notify you of substantial overages and work with you on reasonable solutions.

4. Data Security and Privacy

• 4.1 Security Measures: We use standard security practices. You are responsible for your credentials. Report security issues promptly.
• 4.2 Privacy and Compliance: We follow our Privacy Policy and data protection laws. You are responsible for obtaining consents for any personal data you transmit.
• 4.3 Your Responsibility: You warrant that Your Data use complies with applicable laws and rights.

5. Service Levels and Data Retrieval SLA

• 5.1 Uptime Objective: Target of 99.9% uptime monthly.
• 5.2 Data Retrieval: Near-instant recovery typically available. 24-hour upper bound under normal conditions. SLA credits may be requested if delays are within our control.
• 5.3 Support: 24/7 support for critical issues. Standard issues may have longer response times.

6. Data Durability and Reliability

High durability architecture (~99.99999999%). No absolute guarantee. Additional backups are encouraged.

7. Suspension, Non-Payment, and Termination

• Suspension: For violations, legal issues, or security threats.
• Termination by You: Early termination doesn’t refund fees. You may also terminate for breach, pricing changes, or new terms.
• Termination by FileScience: For overdue payments, breach, insolvency, or service discontinuation.
• Data Deletion: After 60+ days overdue, data may be deleted.
• Effect: Access ends immediately. Data may be retained 30 days unless otherwise noted.

8. Data Retention, Deletion, and Grace Periods

• Retention: Based on your subscription settings.
• Post-Termination: Typically 30-day grace period to retrieve data.
• Legal Holds: Available upon request; fees may apply.

9. Confidentiality

Each party agrees to protect the other’s confidential information. Standard exceptions apply (public knowledge, legal rights, etc.).

10. Intellectual Property

FileScience retains ownership of its IP. You own Your Data. We may use feedback without obligation.

11. Assignability

FileScience may assign these Terms. You may not assign without consent.

12. Disclaimers and Limitations of Liability

• “As Is”: No warranties beyond what’s explicitly stated.
• No Guaranteed Results: Service relies on third parties.
• Liability Cap: Limited to fees paid in prior 12 months (or $100).
• No Indirect Damages: Includes lost profits, data, etc.
• Local Law Caveats: Some exclusions may not apply in all jurisdictions.

13. Modifications; Updates

• Terms: We may update Terms with 30 days’ notice. Continued use = acceptance.
• Policies: We may update SLAs and other policies as needed.

14. Indemnification

• You: Indemnify us for violations, data issues, and breaches of representation.
• Us: We indemnify you for IP claims on our Service (with exceptions).
• Procedures: Prompt notice and cooperation required.

15. Governing Law and Dispute Resolution

• Governing Law: State of New York, USA.
• Venue: Courts in New York, NY.
• Equitable Relief: Available for IP or confidentiality breaches.

16. Miscellaneous

• Entire Agreement: These Terms override prior agreements.
• Force Majeure: No liability for events beyond reasonable control.
• No Third-Party Beneficiaries: Only you and FileScience have rights under these Terms.
• Independent Contractors: Not partners or agents.
• Severability: Invalid parts don’t affect the rest.
• Waiver: Must be in writing; no implied waivers.
• Headings: For convenience only.

By clicking “I Agree,” completing your registration, or otherwise using the FileScience Services, you acknowledge that you have read, understood, and consent to these Terms. We appreciate your trust and look forward to providing secure, reliable cloud backup solutions for you.