CoffeeCup Software Inc (“CoffeeCup”) is a leading provider of web design, web publishing, content sharing and content storage solutions. These Terms and Conditions of Service (the “Terms of Service”) apply to the CoffeeCup S-Drive Services (“S-Drive” or “S-Drive Services”) owned and operated by CoffeeCup and located at http://www.coffeecup.com/sdrive
CoffeeCup reserves the right, at its sole discretion, to change, modify, add or remove portions of these Terms of Service, at any time. Any new features or tools which are added to the current S-Drive Services shall be also subject to these Terms of Service.
It is your responsibility to check these Terms of Service periodically for changes. Your continued use of S-Drive following the posting of changes will mean that you accept and agree to the changes.
YOUR USE OF S-DRIVE: You are responsible for maintaining the security of your CoffeeCup and S-Drive account, and you are fully responsible for all actions and activities that occur under the account. If you allow any third party to access your account or to contribute Content (as defined below), you are entirely responsible for their actions and Content, and any harm resulting from that Content. You must immediately notify CoffeeCup of any unauthorized uses of your account or any other breaches of security. S-Drive can be used only if you agree and comply with these Terms of Service and are at least 13 years old.
YOUR USE OF OTHER COFFEECUP SERVICES AND PRODUCTS: Frequently you will use S-Drive in conjunction with other CoffeeCup products and services, including but not limited to (downloadable) software, web design handbooks, and the CoffeeCup Website. Additional terms and conditions may apply to the use or purchases of these products or services and by using them you agree to abide by such other terms and conditions.
The following terms also govern and apply to your use of the CoffeeCup products and services (including the S-Drive Services), and they are incorporated herein by this reference:
Each of these policies may be changed without notice from time to time and are effective immediately upon posting such changes on the Site.
ADDING CONTENT: S-Drive is an easy way to publish, distribute and share (“add”) digital materials, including but not limited to pictures, articles, web sites, online stores, texts, music, home videos and any other digital material (any material “Content”). Content added to S-Drive is owned by the party contributing such Content. However, by adding Content to S-Drive you represent that you have all rights and authorizations necessary to post, submit, display, distribute, produce, or otherwise transmit, such Content.
Furthermore, by adding Content to S-Drive you give CoffeeCup non-exclusive, worldwide, royalty-free, transferable right and license (with the right to sublicense), to use, copy, cache, publish, display, distribute, modify, produce, create derivative works and store such Content and to allow others to do so (“Content License”) solely for the purpose of, and in order to, provide the S-Drive Services.
In order to keep S-Drive safe, friendly and enjoyable you agree that you will not:
The above list is intended to be illustrative, not exhaustive and CoffeeCup reserves the right to remove any Content from S-Drive, suspend or terminate any CoffeeCup or S-Drive accounts or otherwise terminate rights to use the S-Drive Services, without prior notice or liability, if CoffeeCup is concerned that any of the above rights or restrictions has been breached.
PAID OPTIONAL SERVICES: Optional paid services and functionalities such as extra storage, domain purchases, online store functionalities, website functionalities and services, additional customization options, and email support are or will be available. By selecting such services you agree to pay CoffeeCup the monthly or annual subscription fees indicated for the selected optional services and functionalities. Payments will be charged on a pre-pay basis, will cover the use of that service for a monthly or annual subscription period as indicated, and will not be refundable. Failure to collect payment may lead to the disruption or termination of corresponding services, functionalities or accounts.
Unless you notify CoffeeCup before the end of the applicable subscription period that you want to cancel a service (plan), your subscription will automatically renew and you authorize CoffeeCup (that’s us – yay!) to collect the then-applicable annual or monthly subscription fees using any credit card or other payment mechanism we have on record for you. You can notify us of cancelations of paid services and functionalities directly from your S-Drive dashboard.
Domain Name Purchases are governed by these terms of services and the applicable Network Solutions Service Agreement and Registration Policies. In case of conflict between the CoffeeCup Terms of Service and the Network Solutions Service Agreement and Registration Policies, the Network Solutions Service Agreement and Registration Policies shall prevail. However, the remaining provisions of these Terms of Service shall be unimpaired and remain in full force and effect. Nor CoffeeCup, nor Network Solutions shall not be liable for any deletion of the Domain Name registrations whether such deletion is inadvertent or in accordance with the Service Agreement.
Prices may be subject to change but CoffeeCup will provide you reasonable notice (30 days or more) of any such changes. If you don’t wish to pay the new prices, you may cancel the corresponding services and functionalities before the new prices go into effect.
Technical support is only provided to paying account holders and is only available via email.
CONTENT DISCLAIMER: When viewing or reading Content on S-Drive, or otherwise using the S-Drive Services, you may be exposed to user submissions from a variety of sources. CoffeeCup has not reviewed, and can not review, all of the Content and therefore can not be responsible for that Content’s use or effects. CoffeeCup does not represent or imply that it endorses the material posted and can and will not accept any responsibility for the accuracy, copyright compliance, legality, decency, usefulness, safety, or intellectual property rights of or relating to such Content. All Content added to S-Drive is the sole responsibility of the person from which such content originated and CoffeeCup is not and will not be liable for any errors, omissions or violations by or in any Content.
PROPRIETARY RIGHTS: Nothing in these Terms of Service shall be construed to transfer, convey, impair or otherwise adversely affect CoffeeCup’s ownership or proprietary rights and all right, title, ownership and interest in and to such property will remain solely with CoffeeCup. The logos, and all other trademarks, service marks, and graphics used in connection with CoffeeCup.com, or S-Drive are trademarks or registered trademarks of CoffeeCup or CoffeeCup’s licensors. Other trademarks, service marks, graphics and logos used within or in connection with S-Drive may be the trademarks of other third parties. Your use of S-Drive grants you no right or license to reproduce or otherwise use any of the third-party trademarks.
WARRANTY DISCLAIMER: Although CoffeeCup will make reasonable efforts to keep the S-Drives Services available on a 24 hour basis, including following best practices and using reliable data centers, CoffeeCup does not guarantee, warrant or represent that S-Drive shall meet your requirements or that your use, operation or results of use of S-Drive shall be uninterrupted, complete, reliable, accurate, current, error-free, free of computer viruses or otherwise secure.
The CoffeeCup S-Drive Services are provided on an “as is” basis and CoffeeCup hereby disclaims all warranties of any kind for both paid and free services, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement.
You understand that there might be occasion that the service is interrupted for scheduled or unscheduled maintenance and although CoffeeCup will make reasonable efforts to store and preserve the Content used in connection with the S-Drive Service, CoffeeCup is neither responsible nor liable in any way for failure to do so. You are solely responsible for creating back-ups of your Content.
LIMITATIONS OF LIABILITY: You understand, acknowledge and agree that to the fullest extent permissible by law, neither CoffeeCup nor its parent, subsidiaries, affiliates, their respective successors and assigns, officers, directors, employees, agents, licensors, representatives, advertisers, business and promotional partners, operational service providers, suppliers, resellers and contractors shall, under any circumstances, be responsible or liable for any claim, loss or damage, of any kind, direct or indirect, including, without limitation, any and all compensatory, consequential, incidental, direct, indirect, special, exemplary or punitive damages, in connection with or arising from any use of S-Drive or otherwise in connection with these Terms of Service.
Some jurisdictions do not allow the exclusion of certain warranties or certain limitations on damages and remedies. Accordingly, some of the exclusions and limitations described in this Terms of Service may not apply to you.
INDEMNIFICATION:You agree to defend CoffeeCup, its parent, subsidiaries, affiliates and/or their respective successors and assigns, officers, directors, employees, agents, licensors, representatives, advertisers, business and promotional partners, operational service providers, suppliers, resellers and contractors (the “CoffeeCup Indemnified Parties”) against any and all claims, demands and/or actions and indemnify and hold the CoffeeCup Indemnified Parties harmless from and against any and all losses, damages, costs and expenses (including reasonable attorneys’ fees), resulting from any breach or violation of these Terms of Service, infringement, misappropriation or any violation of the rights of any other party, violation or non-compliance with any law or regulation, and the breach or violation of any term or condition of any of your Agreements with us. We reserve the right to assume the exclusive defense and control of any claims or actions and all negotiations for settlement or compromise, and you agree to fully cooperate with us upon our request.
TERMINATION: CoffeeCup explicitly reserves the right to, with or without notice: 1) refuse or terminate access to the S-Drive Services to anyone, for any reason, at any time, 2) reclaim site addresses (subdomains) that have not been updated for a period of 3 months or more, 3) remove the Content from S-Drive Services that have not been updated for 6 months, 4) create limits on usage and storage in its sole discretion at any time.
Notwithstanding the foregoing, if, and as long as, you are paying for any S-Drive Services or functionalities, access to the S-Drive Services can only be terminated, and site addresses can only be reclaimed, and Content can only be removed, if you materially breach this agreement.
You can always choose to stop using S-Drive, cancel any paid services and functionalities, and remove your Content. However for all purposes, all provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
COPYRIGHT POLICY: CoffeeCup will investigate notices of copyright infringement and take appropriate actions under the Digital Millennium Copyright Act, Title 17, United States Code, Section 512(c)(2) (“DMCA”). Pursuant to the DMCA, written notification of claimed copyright infringement must be submitted to the following Designated Agent for this Website:
Service provider(s): CoffeeCup Software, Inc.
Name of agent designated to receive notification of claimed infringement: Suzanne Norvell
Full address of designated agent to which notification should be sent:
CoffeeCup Software Inc.
ATTN: Suzanne Norvell
3317 S Higley Rd., STE 114 PMB 414
Gilbert, AZ 85297-5437
E-mail address of designated agent: firstname.lastname@example.org
To be effective, the Notification must include the following:
MISCELLANEOUS: This Agreement, as modified from time to time, constitutes the entire agreement between You and CoffeeCup with respect to the subject matter hereof. If any of the provisions of these Terms of Service are held by a court or other tribunal of competent jurisdiction to be void or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of these Terms of Service, so that these Terms of Service shall remain in full force and effect. These Terms of Service constitute the entire agreement between you and CoffeeCup with regard to your use of the Site, and any and all other written or oral agreements or understandings previously existing between you and CoffeeCup with respect to such use are hereby superseded and cancelled. CoffeeCup will not accept any counter-offers to these Terms of Service, and all such offers are hereby categorically rejected. CoffeeCup’s failure to insist on or enforce strict performance of these Terms of Service shall not be construed as a waiver by CoffeeCup of any provision or any right it has to enforce these Terms of Service, nor shall any course of conduct between CoffeeCup and you or any other party be deemed to modify any provision of these Terms of Service. These Terms of Service shall not be interpreted or construed to confer any rights or remedies on any third parties.
GOVERNING LAW AND INTERPRETATION: This agreement all disputes, claims, actions, suits or other proceedings arising hereunder shall be governed by, and construed in accordance with, the substantive law of the State of New York. You agree to irrevocably submit to the sole and exclusive jurisdiction of the courts of New York State and the Federal courts of the Southern District of New York, situated in the City, County and State of New York. You further irrevocably consent to the exercise of personal jurisdiction by such courts and waive any right to plead, claim or allege that New York is an inconvenient forum. No failure or delay by CoffeeCup to exercise any right or enforce any obligation shall impair or be construed as a waiver or on-going waiver of that or any or other right or power, unless made in writing and signed by CoffeeCup. If any provision of this agreement is held to be illegal, invalid or unenforceable, the remaining provisions of this agreement shall be unimpaired and remain in full force and effect.
YOU ACKNOWLEDGE THAT YOU HAVE READ THE ENTIRE AGREEMENT, UNDERSTAND IT, ACKNOWLEDGE YOU ARE BOUND BY IT AND AGREE TO FULLY COMPLY WITH ALL OF ITS TERMS AND CONDITIONS.
This document was last modified on January 26th, 2011, and is effective immediately.
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