ChimpDrive, LLC, (“ChimpDrive,” “we,” or “us”) provides the ChimpDrive digital content synchronization service that allows you (“you”) to synchronize your digital content (“Files”) across your PCs and devices and to store and access them through the Internet (“Service”). These Terms of Service (“Terms”) set forth the terms and conditions of your use of the Service. By setting up a ChimpDrive account, by using the Service, or by using or downloading the ChimpDrive software (“Software”), you agree to these Terms.

Account Setup
To use the Service, you need to set up a ChimpDrive account with a primary Organizational Admin account. If you’re establishing an account through a ChimpDrive distribution or reseller partner, account options (such as the ability to participate in upgrades, downgrades, and conversions) and payment requirements made available to you may vary from those described in these Terms; however, these Terms govern your use of the Service and your relationship with us.

When you register for an account, we prompt you for registration information, such as your name, email address, account password, and mailing address. For Paid Accounts we or our billing processors collect your billing information either upon initial registration, or prior to the end of any available Free Trial (described below), depending upon the type of accounts made available to you. All of this registration information is protected by our Privacy Policy.

Organizational Admin accounts have total control over Administering your chosen Service Plan features, creating Member Accounts, restricting options, and additional Organizational Admin accounts.

File Sync, Storage, Confidentiality & Encryption
After setting up your account and downloading our Software, you can select the Files you want to sync and/or store. You can change the Files you want to sync or store whenever you want. In order to make the Service available to you, we need your permission to sync and store your Files. Accordingly, you hereby grant to ChimpDrive a license: (i) to use, copy, transmit, distribute, store and cache Files that you choose to sync and/or store; and (ii) to copy, transmit, publish, and distribute to others the Files as you designate, whether through the sharing or public sharing features of the Service, in each case solely to provide the Service to you.

Your Files are not accessible by third parties unless you elect to make them available to others through the Service. We respect the privacy and confidentiality of your Files, so we agree never to disclose your Files to anyone unless you instruct us to do so or a court orders us to disclose them, as provided in our Privacy Policy.

Encryption and Authentication
ChimpDrive utilizes Secure Sockets Layer (SSL) for all data in transit and Blowfish-448 bit encryption for all data at rest.  Two-step verification / authentication is available for an extra layer of security at login and is enabled and managed by the Organizational Admin Account. You can choose to receive security codes by text message, via email or via any Time-Based One-Time Password (TOTP) apps, such as Google Authenticator, Duo Mobile, Amazon AWS MFA or Authenticator. Publicly shared files are only viewable by people who have a link to the file(s).  Securely shared files and folders are only available to logged in users you have invited.

Uploaded Data – Your Rights
Customer retains all rights to any and all of Customer’s or its Users’ Uploaded Data. ChimpDrive shall not own or licenses any data, content, information or material that you or your Users include in Uploaded Data and submit to the Service. ChimpDrive will not monitor, edit or disclose any information regarding You or your Customer Account, including any Uploaded Data, without your prior permission, except as permitted by this Agreement or as required by applicable law. ChimpDrive may access your account, including Uploaded Data, to respond to service or technical problems or as stated in this Agreement or required by applicable law. You, not ChimpDrive, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Uploaded Data, and ChimpDrive shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Uploaded Data.

Free Trials
Paid Accounts may have a free trial period, if offered by ChimpDrive, during which time the account can be used without charge (a “Free Trial”). ChimpDrive reserves the right to limit the eligibility and storage capacity for Free Trials, and the number of Members. For example, if you have previously used the Service on a trial basis or have previously paid for a ChimpDrive account, then you are not be eligible for a Free Trial, unless we determine otherwise.

For our Free Trial, a credit card is not required.  Once the free trial is completed, the account is terminated, and you will need to call us for a regular subscription account. Otherwise, your data during the trial period will be deleted and your information destroyed.

Subscription Period
Subscription Period. The minimum subscription period for all Paid Accounts is 12 months, and payments can be month-to-month, yearly, or another duration as described in the account features for your account (“Subscription Period”).  Payments can be made via Credit Card, Online Payment or other method as agreed based on your account type and service plan.

Subscription Fees
Paid Accounts are subject to fees based upon the account type and service plan you’ve selected (“Subscription Fees”). If you set up a Paid Account  but don’t cancel it by the end of the Free Trial, ChimpDrive will charge your credit card or other billing method the current fee for the type of account you’ve chosen, plus applicable taxes. For renewals, ChimpDrive will automatically charge your credit card the amount of the then-current fee for your type of account, plus applicable taxes. All payments are non-refundable. To the extent that payment mechanisms are provided through third parties, you agree that ChimpDrive shall have no liability to you arising out of the acts or omissions of such third parties. BY CREATING A PAID ACCOUNT YOU CONSENT TO ALLOW ChimpDrive TO CHARGE YOUR CREDIT CARD, EITHER DIRECTLY OR THROUGH ITS PAYMENT PROCESSORS, FOR THE AMOUNTS DUE FOR YOUR INITIAL SUBSCRIPTION PERIOD AND FOR ADDITIONAL SUBSCRIPTION PERIODS UNTIL YOUR ACCOUNT IS CANCELED OR TERMINATED.

Renewals and Cancellations
Accounts subject to Subscription Fees shall automatically renew for the same Subscription Period unless you cancel the account 30 days before the end of the then-current Subscription Period. Only the Admin can cancel a Group Account. You can cancel your account at any time by contacting customer service. Cancellation will be effective from the end of the current subscription billing term.  After your account is cancelled you will not be able to use or access the Service and you will not be entitled to a refund of any fees that you’ve paid.

Upgrades and Downgrades
Upgrades. You can upgrade your Paid Account or Trial Account at any time. You can upgrade from a Trial Account to a Paid Account or from one type of Paid Account Service Plan to another. When you upgrade from a Paid Account to another type of individual Paid Account Service Plan, we will apply the unused portion of your old Subscription Fee to the cost of your upgraded account type.

Downgrades. After the minimum term, you can downgrade your Paid Account to a different Paid Account with a lower Service level or with a shorter Subscription Period.  However, any downgrade will apply and you will be charged for the downgraded account type only after the end of the Subscription Period for your existing account.

IT IS YOUR RESPONSIBILITY TO DECREASE THE AMOUNT OF DATA TO BE SYNCHRONIZED/STORED TO MEET THE REQUIREMENTS OF YOUR NEW, DOWNGRADED ACCOUNT TYPE. IN ORDER TO DOWNGRADE YOUR ACCOUNT, YOU MUST DECREASE THE AMOUNT OF DATA TO BE SYNCHRONIZED/STORED TO AN AMOUNT EQUAL TO OR LOWER THAN THE LIMITS OF THE NEW ACCOUNT TYPE. DECREASING THE AMOUNT OF DATA TO BE SYNCHRONIZED/STORED MAY REQUIRE THAT YOU PERMANENTLY DELETE FILES IN “DELETED FILES” FOLDERS OR “FILE REVISIONS” OR “BACKUPS” WHICH CAN BE DONE THROUGH THE ChimpDrive DASHBOARD. IF YOU DO NOT DECREASE THE AMOUNT OF DATA TO BE SYNCHRONIZED/STORED TO MEET THE REQUIREMENTS OF THE DOWNGRADED ACCOUNT PRIOR TO THE END OF THE SUBSCRIPTION PERIOD FOR YOUR EXISTING ACCOUNT (OR PRIOR TO THE END OF THE FREE TRIAL, IF APPLICABLE), YOU ACKNOWLEDGE AND AGREE THAT YOUR ACCOUNT WILL NOT BE CHANGED TO THE DOWNGRADED ACCOUNT TYPE AND YOU WILL BE CHARGED THE SUBSCRIPTION FEE FOR YOUR EXISTING ACCOUNT TYPE. For example, if you downgrade from a 1TB Paid Account Service Plan to a 500GB Paid Account Service Plan, you must limit the Files that you sync and/or store (and, if required, permanently delete files in your Deleted Files folder) to 500 gigabytes of data or less. If you don’t, we’ll keep charging you for the 1TB Paid Account or Limit your space.

Special Features
ChimpDrive Service Plans / Accounts may have optional features which the Admin may enable or disabled through the ChimpDrive dashboard – for example the file sharing feature. While you can provide your email upload email address to third parties, or enable third parties to upload data and information to your account through the shared folders feature, all data and information uploaded to your ChimpDrive account using the email upload feature or shared folders constitutes your Files and, as such, are subject to these Terms. ChimpDrive reserves the right at any time to limit the total size of Files for each email and to disable, terminate or suspend the email upload and/or shared folders feature. For data and information you upload to another subscriber’s account using the email upload or shared folder features, you (i) hereby grant ChimpDrive and to such other subscriber a license to use, copy, transmit, distribute, store and cache such data and information; and (ii) represent and warrant to ChimpDrive that you have all necessary rights to grant such license and that ChimpDrive’s exercise of such license will not violate applicable law or infringe or violate the rights of any party. ChimpDrive may, but is not obligated to, conduct virus checks on such Files. ChimpDrive may block certain file types from being uploaded, including but not limited to Files with “.exe” file extensions which will not be uploaded. YOU ARE SOLELY RESPONSIBLE FOR ENABLING OR DISABLING THE EMAIL UPLOAD FEATURE AND SHARE FEATURE, FOR THE FILES STORED IN YOUR ACCOUNT THROUGH THOSE FEATURES, FOR DATA AND INFORMATION YOU UPLOAD USING THOSE FEATURES, AND FOR CHANGING YOUR EMAIL UPLOAD EMAIL ADDRESS. ChimpDrive SHALL NOT HAVE ANY LIABILITY TO YOU ARISING FROM ANY FILES UPLOADED USING THE EMAIL UPLOAD OR SHARE FEATURES.

Account Management
Using the web management console Dashboard, the Admin maintains exclusive control over the management of User Accounts, such as adding or removing User Members, enabling or disabling Member Accounts, Team Shares, enabling Backup, WebDav access, identifying the email address associated with each Member Account, and designating storage capacity for each Member. The Admin controls Group Account management and may have access to Member Files, but each Member controls how his or her Files are stored and/or synched across the Member’s devices. As a Member, you acknowledge and agree that, since the Admin maintains management control over Member Accounts, ChimpDrive is not responsible for, and will not have any liability to you for, any actions taken by the Admin with respect to your Member Account or Member Files. As an Admin, you acknowledge and agree that Members maintain control of how the Files are used with the Service and that ChimpDrive is not responsible for, and will not have any liability to you for, any actions taken by a Member with respect to the Group Account or Member Files.

Termination of Member Accounts
Full control of Member Accounts lies with the nominated Organizational Admin(s). If you are a Member, your Member Account can be terminated by the Organizational Admin at any time.

Requirements to Use the Service
To use the Service, you’ll need to have a compatible computer or mobile device with Internet access. If you access the Service using a wireless data plan on your mobile device, you may incur increased charges from your wireless carrier. You are responsible for paying all wireless charges and for all equipment and other third party services you use to access Service. You must have all necessary rights to grant the licenses to ChimpDrive set forth in these Terms and you represent and warrant to ChimpDrive that you have such rights and that ChimpDrive’s exercise of the licenses will not violate applicable law or infringe or violate the rights of any party. You understand and agree that the Service may include certain communications from ChimpDrive, such as service announcements and administrative messages, and that these communications are considered part of your subscription and you will not be able to opt out of receiving them. ChimpDrive may also send you promotional offers and news about ChimpDrive, but you can opt out from receiving those communications at any time unless you have a Trial Account.

Usage Restrictions
General Restrictions. Your account and any specific URL associated with your account are for your individual use only. You may not resell accounts or any account features. You agree that you will not use the Service to disseminate any advertising, promotional materials, or spam. You acknowledge and agree that ChimpDrive reserves the right to establish limits on the number and size of messages transmitted through the Service and/or the size and number of Files that can be made available through a public link. You agree that you will not use the Software or Service to create, copy, store, transmit, share or distribute any Files, images, sounds, messages or other material which are obscene (as determined in ChimpDrive’s sole discretion), harassing, racist, malicious, fraudulent or libelous, contain nudity, violate or infringe the rights of third parties, or expose ChimpDrive to any actual or potential civil or criminal liability. ChimpDrive reserves the right in its sole discretion to take any action that it deems necessary if you violate these Terms, including suspension or termination of your account.

Service Limitations
ChimpDrive uses reasonable efforts to make the Service available 7 days a week 24 hours a day. However, ChimpDrive does not guarantee availability of the Service, shall not have any liability to you for any unavailability of the Service, and is under no obligation to provide you with maintenance, technical support or updates for the Software or Service unless provided in conjunction with your plan type and, if provided, in the manner as determined by ChimpDrive from time to time. We reserve the right to suspend access to your account if your use of the Service disrupts, impedes or otherwise negatively impacts the operation of the Service or the use of the Service by other customers.

License to Use the Service and Software
License. Subject to these Terms, ChimpDrive grants you a non-exclusive, non-transferable license when you set up a ChimpDrive account, to: (i) download and install the Software on devices within your possession and control, subject to limitations for Trial Accounts and other device limitations as required by ChimpDrive from time to time; and (ii) use the Software to access and use the Service for your own use. Except for the foregoing license grant, these Terms do not grant you any rights to patents, copyrights, trade secrets, trademarks, source code, or any other right, title or interest in the Software or Service, ownership of which is retained by ChimpDrive and its suppliers, as applicable. Software updates are governed by these Terms. The Software is licensed, not sold, to you for use only under these Terms, and ChimpDrive reserves all rights not expressly granted to you. Elements of the Software may not be used separate from the Software as a whole unless subject to a license granting separate use. Except as expressly authorized in these Terms or allowed by applicable law, you may not use, copy, modify, reverse engineer, disassemble, decompile, modify, or transfer the Software, or otherwise attempt to derive the source code of the Software, or authorize any third party to do any of the foregoing.

Compliance with Laws
You agree to comply with any local laws and regulations regarding your right to download, install, import, export or use the Software and/or Service.

Terms and Terminations
Your rights to use the Service and Software are effective through the end of applicable Subscription Period unless earlier terminated. These Terms will terminate immediately without notice to you upon the earlier of (i) notice of your election to cancel your account, (ii) the posting of a new version of these Terms on the ChimpDrive website with notice to you (which you acknowledge that ChimpDrive may provide by any means, including without limitation, by posting on the ChimpDrive Site), in which case the new Terms shall apply to you; provided, however, that except for updates to the ChimpDrive Privacy Policy that do not decrease privacy protections afforded to you or for the addition of account features, no such change shall be effective until the renewal of your Subscription Period and provided further that ChimpDrive shall give you advance notice of any price increases and you will be charged, and agree that ChimpDrive may charge your credit card, for such increases unless you cancel your account or downgrade to a lower plan prior to the end of your then-current account Subscription Period, or (iii) your breach or failure to comply with any term or condition of these Terms. Further, ChimpDrive reserves the right to terminate these Terms and your account without prior notice and without liability to you upon requests by government and/or law enforcement agencies.

For Trial Accounts, storage space, bandwidth availability, and account features may be limited, modified or suspended, and the Trial Account may be terminated, by ChimpDrive at any time at its sole discretion without notice or liability to you. ChimpDrive may terminate your Paid Account or your Group Account (i) effective as of the end of the then-current Subscription Period for any reason or no reason and without liability to you; and (ii) without cause during the Subscription Period provided that ChimpDrive returns a pro rated portion of the Subscription Fee to the party who has paid for the account.

Upon termination, the licenses granted to you by ChimpDrive shall cease, you will not be able to access or retrieve any Files stored in your account, and you shall promptly destroy or remove the ChimpDrive Software. If you terminate your account, you agree that ChimpDrive may keep your Files on its servers securely for up to 30 days’ time thereafter to enable you to easily renew or recover such files if you so desire. A Service fees may applied. All data will be deleted thereafter and any recovery is best effort.

In the event of expiration or termination of your account, the representations made by you in these Terms and the Sections entitled “Compliance with Laws,” “Governments,” “Term and Termination,” “Rights of Co-Brand Partners,” “Disclaimer of Warranties,” “Limitation of Liability,” “Indemnification,” and “General” shall survive such expiration or termination.

Rights of Co-Brand Partners
If you have created an account through a co-branded version of the Service, you hereby authorize ChimpDrive to provide your email address to the applicable ChimpDrive co-brand partner. You acknowledge and agree that ChimpDrive has no control of, and shall have no liability to you for, the use of your email address by the co-brand partner. It is your obligation to review and separate privacy policy or additional terms that may apply to a co-branded version of the Service.

Disclaimer of Warranties
THE SOFTWARE AND THE SERVICE ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ChimpDrive EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ChimpDrive DOES NOT WARRANT THAT: (I) THE USE OR QUALITY OF THE SOFTWARE OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, TIMELY, SECURE OR MEET YOUR REQUIREMENTS OR EXPECTATIONS; (II) THE RESULTS OBTAINED FROM USE OF THE SOFTWARE OR SERVICE WILL BE ACCURATE OR RELIABLE; OR (III) ANY ERRORS IN THE SOFTWARE OR THE SERVICE WILL BE CORRECTED. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE AND SERVICE REMAINS WITH YOU.

Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ChimpDrive OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER (AND WITH RESPECT TO TRIAL ACCOUNTS AND ChimpDrive SUPPLIERS, FOR ANY DIRECT DAMAGES), INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR: LOSS OF PROFITS, LOSS OF CONFIDENTIAL OR OTHER INFORMATION OR DATA, BUSINESS INTERRUPTION, PERSONAL INJURY, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY, NEGLIGENCE, AND ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER, ARISING OUT OF THIS AGREEMENT OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE OR THE SERVICE EVEN IF ChimpDrive OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

Indemnification
You agree to indemnify, defend and hold ChimpDrive and its officers, directors, employees, agents, license, and suppliers harmless from and against all claims, liabilities, losses, expenses, damages, and costs, including but not limited to reasonable attorneys’ fees, resulting from (i) an violation or breach of these Terms by you, (ii) any activity related to access or use of your account (including but not limited to negligent or wrongful conduct) by you or any other person accessing or using your account and/or Files, or (iii) ChimpDrive’s authorized use of data, Files or other content provided by you or obtained by ChimpDrive as authorized by you under these Terms.