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Select a CountryAFGHANISTANALAND ISLANDSALBANIAALGERIAAMERICAN SAMOAANDORRAANGOLAANGUILLAANTARCTICAANTIGUA AND BARBUDAARGENTINAARMENIAARUBAAUSTRALIAAUSTRIAAZERBAIJANBAHAMASBAHRAINBANGLADESHBARBADOSBELARUSBELGIUMBELIZEBENINBERMUDABHUTANBOLIVIABOSNIA AND HERZEGOVINABOTSWANABOUVET ISLANDBRAZILBRITISH INDIAN OCEAN TERRITORYBRUNEI DARUSSALAMBULGARIABURKINA FASOBURUNDICAMBODIACAMEROONCANADACAPE VERDECAYMAN ISLANDSCENTRAL AFRICAN REPUBLICCHADCHILECHINACHRISTMAS ISLANDCOCOS (KEELING) ISLANDSCOLOMBIACOMOROSCONGOCONGO (THE DEMOCRATIC REPUBLIC)COOK ISLANDSCOSTA RICACOTE DIVOIRECROATIACUBACYPRUSCZECH REPUBLICDENMARKDJIBOUTIDOMINICADOMINICAN REPUBLICECUADOREGYPTEL SALVADOREQUATORIAL GUINEAERITREAESTONIAETHIOPIAFALKLAND ISLANDS (MALVINAS)FAROE ISLANDSFIJIFINLANDFRANCEFRENCH GUIANAFRENCH POLYNESIAFRENCH SOUTHERN TERRITORIESGABONGAMBIAGEORGIAGERMANYGHANAGIBRALTARGREECEGREENLANDGRENADAGUADELOUPEGUAMGUATEMALAGUERNSEYGUINEAGUINEA-BISSAUGUYANAHAITIHEARD ISLAND AND MCDONALD ISLANDSHOLY SEE (VATICAN CITY STATE)HONDURASHONG KONGHUNGARYICELANDINDIAINDONESIAIRAN (ISLAMIC REPUBLIC)IRAQIRELANDISLE OF MANISRAELITALYJAMAICAJAPANJERSEYJORDANKAZAKHSTANKENYAKIRIBATIKOREA (DEMOCRATIC PEOPLES REPUBLIC)KOREAKUWAITKYRGYZSTANLAO PEOPLES DEMOCRATIC REPUBLICLATVIALEBANONLESOTHOLIBERIALIBYAN ARAB JAMAHIRIYALIECHTENSTEINLITHUANIALUXEMBOURGMACAOMACEDONIAMADAGASCARMALAWIMALAYSIAMALDIVESMALIMALTAMARSHALL ISLANDSMARTINIQUEMAURITANIAMAURITIUSMAYOTTEMEXICOMICRONESIAMOLDOVAMONACOMONGOLIAMONTENEGROMONTSERRATMOROCCOMOZAMBIQUEMYANMARNAMIBIANAURUNEPALNETHERLANDSNETHERLANDS ANTILLESNEW CALEDONIANEW ZEALANDNICARAGUANIGERNIGERIANIUENORFOLK ISLANDNORTHERN MARIANA ISLANDSNORWAYOMANPAKISTANPALAUPALESTINIAN TERRITORYPANAMAPAPUA NEW GUINEAPARAGUAYPERUPHILIPPINESPITCAIRNPOLANDPORTUGALPUERTO RICOQATARREUNIONROMANIARUSSIAN FEDERATIONRWANDASAINT BARTHELEMYSAINT HELENASAINT KITTS AND NEVISSAINT LUCIASAINT MARTINSAINT PIERRE AND MIQUELONSAINT VINCENT AND THE GRENADINESSAMOASAN MARINOSAO TOME AND PRINCIPESAUDI ARABIASENEGALSERBIASEYCHELLESSIERRA LEONESINGAPORESLOVAKIASLOVENIASOLOMON ISLANDSSOMALIASOUTH AFRICASOUTH GEORGIASPAINSRI LANKASUDANSURINAMESVALBARD AND JAN MAYENSWAZILANDSWEDENSWITZERLANDSYRIAN ARAB REPUBLICTAIWANTAJIKISTANTANZANIATHAILANDTIMOR-LESTETOGOTOKELAUTONGATRINIDAD AND TOBAGOTUNISIATURKEYTURKMENISTANTURKS AND CAICOS ISLANDSTUVALUUGANDAUKRAINEUNITED ARAB EMIRATESUNITED KINGDOMUNITED STATESUNITED STATES MINOR OUTLYING ISLANDSURUGUAYUZBEKISTANVANUATUVENEZUELAVIETNAMVIRGIN ISLANDS (BRITISH)VIRGIN ISLANDS (U.S.)WALLIS AND FUTUNAWESTERN SAHARAYEMENZAMBIAZIMBABWE *

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LokkBox Terms and Conditions
These ONLINE SUBSCRIBER TERMS AND CONDITIONS apply to the online backup service (the “Service”) selected by you (the “Subscriber”) provided by LokkBox LLC, a Delaware Company with offices located at 16192 Coastal Highway Lewes, Delaware, 19958, USA (“LokkBox”). The Service is provided to you under the terms and conditions set forth in these Terms and Conditions of Use (“Agreement”). 1. SCOPE AND USE OF AGREEMENT, SOFTWARE AND SERVICE 1.1. Subject to LokkBox’s acceptance of the Subscriber’s registration and the Subscriber’s compliance with the terms and conditions of this Agreement, LokkBox will provide the Subscriber with the following service: 1.1.1. LokkBox will establish one (1) online backup account in the Subscriber’s name on the LokkBox servers (the "Account") 1.1.2. LokkBox will initially allow the Subscriber to store up to a total of 2000 megabytes of data files in your Account on a trial basis for 14 days if the trial option is chosen, or will allow the Subscriber to store up to a limit higher than the trial offer depending on the Subscriber’s choice among the provided storage options for an agreed upon subscription fee 1.1.3. LokkBox will allow the Subscriber to retrieve data files from the Account 1.1.4. During use of the Service, the Subscriber is responsible for providing the following: (i) all equipment, such as a computer and modem, necessary to access the World Wide Web; (ii) Your own access to the World Wide Web; and (iii) payment of all telephone or other fees associated with such access. 1.2. Subscriber hereby accepts responsibility for, and shall be liable for, all access to the Software and Services in connection with the Password. Subscriber shall access the Software and Services only using the Password. Subscriber shall be responsible for the confidentiality and maintenance of the Password. Subscriber shall not assign the Password and all assignments of the Password by Subscriber shall be void. 1.3. Subscriber shall take reasonable measures to prevent Unauthorized Users from accessing the Software, Services, and Documentation and from using the Password. Subscriber shall take reasonable measures to prevent Unauthorized Access to the Software, Services, Documentation, and Passwords. 1.4. Subscriber shall access the printed Documentation online. 1.5. Subscriber shall take reasonable measures to prevent concurrent access to the Software and Services using the Password by more Users than the User Limit. 1.6. Subscriber hereby grants LokkBox a worldwide and non-exclusive license to use, reproduce, and modify the Subscriber Data, in whole or part, for the purpose of maintaining the Software or performing the Services under the Agreement. LokkBox shall not have the obligation to access, review, or maintain the Subscriber Data. Subscriber shall be responsible for uploading and maintaining the Subscriber Data. 1.7. Subscriber represents and warrants that Subscriber Data and all Subscriber access to the Software and Services shall not violate any contract, statute, rule, regulation, or other obligation under which Subscriber is bound. Subscriber represents and warrants that Subscriber shall not access the Software or Services to conduct or solicit the performance of any business or activity, which is tortious or prohibited by law. The Subscriber shall (i) not use the Service for any illegal purposes; (ii) not use the Service to store, retrieve, transmit or view any file, data, image or program that contains any illegal pictures, materials or information, any harassing, libelous, abusive, threatening, harmful, vulgar, pornographic, obscene or otherwise objectionable material of any kind or nature, any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national or international law or regulation, any code or material that violates the intellectual property rights of others, any Windows temporary files of any kind (including, without limitation, any *.p or ~*.* files); or any viruses, worms, "Trojan horses" or any other similar contaminating or destructive features; (iii) comply with United States and other applicable law regarding the exportation and re-exportation of any data or other materials from the United States or other jurisdictions through the Service; (iv) not use the Service for any spamming, chain letters or other use that may otherwise disrupt the Service or the networks through which the Subscriber accesses and uses the Service; (v) comply with all regulations, policies and procedures of networks through which the Subscriber accesses and uses the Service; and (vi) not access or attempt to access any Service account for which the Subscriber has no access authorization or duplicate, modify, distribute or display any of the data or files from any such account 1.8. Subscriber shall comply with this Agreement. LokkBox may modify the Agreement from time to time at the exclusive discretion of LokkBox. 1.9. Services provided by LokkBox under the Agreement shall be deemed delivered by LokkBox and accepted by the Subscriber upon performance. 1.10. The Subscriber will promptly notify LokkBox of any change in the information provided by the Subscriber during registration for the Service (including, without limitation, any change in the mailing address, telephone numbers or email address). The registration information provided by the Subscriber during registration for the Service, together with any and all updates provided by the Subscriber from time to time under this paragraph, is referred to in this Agreement as the "Registration Information." 2. PAYMENTS, CREDIT CARD CHARGES AND INVOICING 2.1. Subscriber shall pay the Backup Fee to LokkBox as selected during registration. 2.2. Credit Card Payments: The Subscriber authorizes a recurring monthly or annual charge to your credit card in exchange for use of the Service as indicated by published standard plans or a customized quote provided for specific use by the Subscriber. The Subscriber also agrees that the enrollment for the next service period is automatic. Refunds on a pro-rated basis are issued only for monthly plans. When yearly subscriptions are cancelled before the subscriptions end, refunds are issued based on a pro-rated calculation of the subscription charges at the monthly rate for the plan, for the actual number of days the account was subscribed (the number of days between the most recent yearly charges and the cancellation date). If the calculated refund amount exceeds the yearly subscription rate, then no refund is issued. 2.3. Invoice Payments: The Subscriber authorizes a recurring monthly or annual charge by invoice to your company in exchange for use of the Service as indicated by published standard plans or a customized quote provided for specific use by the Subscriber. The Subscriber also agrees that the enrollment for the next service period is automatic. Refunds on a pro-rated basis are issued only for monthly plans. When yearly subscriptions are cancelled before the subscriptions end, refunds are issued based on a pro-rated calculation of the subscription charges at the monthly rate for the plan, for the actual number of days the account was subscribed (the number of days between the most recent yearly charges and the cancellation date). If the calculated refund amount exceeds the yearly subscription rate, then no refund is issued. Invoices are due in full 30 days after receipt. 2.4. Any amount which is not paid when due by Subscriber shall be increased by a late charge equal to 1½% of such unpaid amount for each month in which such amount is due and not paid. 2.5. Subscriber shall pay any and all applicable taxes (excluding income taxes assessed against LokkBox). 2.6. LokkBox will not issue any pro-rated refunds for the remaining period during the month when an account with a monthly subscription plan ("current plan") is downgraded to a smaller plan ("new plan") (a plan that costs less per month than the current plan) during the middle of a month. However the rate applicable to the new plan will automatically be charged starting the first of the subsequent month. 2.7. The Subscriber has ninety (90) days to dispute any charge or payment processed by LokkBox 3. TERMINATION AND CANCELLATION 3.1. Either party may terminate the Agreement upon providing thirty (30) days advance written notice of termination to the other party. Upon termination of the Agreement, the Subscriber shall immediately cease and desist any and all access to and attempts to access the Software and Services. 3.2. If a party violates its obligations under the Agreement, the other party may cancel the Agreement by sending Cancellation Notice describing the noncompliance to the other party. Upon receiving Cancellation Notice, the non-complying party shall have thirty days (30) from the date of such notice to cure any such noncompliance. If such noncompliance is not cured within the required thirty day (30) period, the party providing the written notice shall have the right to cancel the Agreement as of the thirty-first (31) day after the date of the Cancellation Notice. 3.3. Notwithstanding Section 3.2, LokkBox shall have the right to disable and deny the Password and cancel the Service without notice upon Subscriber failure to pay any amount due on or before the thirtieth (30) day after receipt of an invoice. 3.4. Notwithstanding Section 3.2, LokkBox shall have the right to disable and deny the Password and cancel the Service without notice upon Subscriber violation of Section 1 or upon receipt of notice by LokkBox from a third party challenging use of the Software and Services by Subscriber. 3.5. Upon termination or cancellation of the Service, LokkBox shall have the right to disable and deny the Password and cease all Subscriber access to the Software and Services. Upon termination or cancellation of the Service, Subscriber shall be responsible for and shall pay all fees and costs in connection therewith, and Subscriber shall destroy or return (as requested by LokkBox) any copies of Documentation or LokkBox property in possession of Subscriber. LokkBox will return the Subscriber’s data to the Subscriber by physical backup at Subscriber’s expense within a reasonable period of time, if requested by the Subscriber. Failure to request return of the data by the Subscriber within thirty (30) days of the termination or cancellation of the Service will result in the data being permanently deleted by LokkBox. 3.6. Termination or cancellation of the Service shall not relieve the Subscriber from any payment obligation under the Terms and Conditions of the Service. All payment obligations of the Subscriber under the Service shall survive termination and cancellation of the Service. 4. WARRANTY / LIMITATION OF LIABILITY / INDEMNIFICATION 4.1. The Subscriber hereby acknowledges and agrees that LokkBox (including officers, employees, agents, directors and independent contractors of LokkBox) has not made any express warranties concerning the Software, Services, or Documentation. 4.2. The Subscriber hereby acknowledges and agrees that the Service may be inaccessible for a period of time for purposes of maintenance, installation, updates, replacements, or backup of the Service. LokkBox hereby disclaims and the Subscriber hereby waives any and all LokkBox responsibility resulting from the Subscriber‘s failure to access the Service during such maintenance period. 4.3. The transmission, storage, viewing and retrieval of data and files through the World Wide Web is subject to a variety of conditions that make such transmission, storage, viewing and retrieval potentially unreliable. ACCORDINGLY, THE SUBSCRIBER’S USE OF THE ACCOUNT AND THE SERVICE IS AT THE SUBSCRIBER’S SOLE RISK. THE ACCOUNT AND THE SERVICE IS PROVIDED TO THE SUBSCRIBER ON AN "AS IS" AND "AS AVAILABLE" BASIS. LOKKBOX, ON BEHALF OF ITSELF AND ITS DISTRIBUTORS, ADVERTISERS AND SUPPLIERS, DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO THE ACCOUNT AND THE SERVICE (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT). THE ACCOUNT AND THE SERVICE MAY NOT MEET THE NEEDS OF THE SUBSCRIBER. LOKKBOX MAKES NO REPRESENTATION OR WARRANTY: (A) THAT THE ACCOUNT OR THE SERVICE WILL MEET THE NEEDS OF THE SUBSCRIBER; (B) THAT ACCESS TO THE ACCOUNT OR THE SERVICE WILL BE TIMELY, ERROR-FREE, UNINTERRUPTED, VIRUS-FREE OR SECURE; (C) THAT THE DATA AND FILES STORED IN YOUR ACCOUNT BY THE SUBSCRIBER WILL NOT BE LOST OR DAMAGED; (D) THAT THE DATA ON THE SUBSCRIBER’S DESKTOPS, SERVERS OR OTHER CLIENTS WILL NOT BE LOST OR DAMAGED; OR (E) THAT DEFECTS IN THE SERVICE WILL BE CORRECTED. THE SUBSCRIBER ACKNOWLEDGES THAT ANY MATERIAL OR DATA RETRIEVED THROUGH THE USE OF THE SERVICE IS DONE AT THE CHOICE AND RISK OF THE SUBSCRIBER AND THAT THE SUBSCRIBER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO COMPUTER SYSTEMS, LOSS OF DATA, LOSS OF REVENUE, OR ANY ADVERSE EFFECT ON SYSTEMS OR BUSINESS THAT RESULTS FROM THE RETRIEVAL OF SUCH MATERIAL OR DATA. SUBSCRIBER HEREBY AGREES THAT USE OF THE INTERNET AND THE SERVICES SHALL BE AT THE SOLE AND EXCLUSIVE RISK OF SUBSCRIBER AND SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS, RULES, REGULATIONS, POLICIES, APPLICABLE LAWS, AND CODES OF CONDUCT GOVERNING THE INTERNET. 4.4. The Subscriber hereby represents and warrants that the Subscriber possesses all necessary rights, title, and interest in the Subscriber Data free and clear of any encumbrances, third-party interests, and restrictions for purposes of using the Service. 4.5. Programming, software design errors, maintenance of the Service, or unauthorized access to the Service may result in the loss of Subscriber Data. LokkBox shall not be responsible for any loss of Subscriber Data. 4.6. If a final judgment from a court of competent jurisdiction is entered against the Subscriber upholding claims that the Service violates a United States patent, copyright, or trade secret or any other proprietary rights of a third party in the United States, provided the Subscriber gives LokkBox prompt written notice upon the Subscriber’s knowledge of any such claim, provides LokkBox with assistance and authority to assist the Subscriber in the defense of such claim or action, and permits LokkBox to answer, defend, or settle (at LokkBox’s option) any such claim, LokkBox shall perform one or more of the following actions (as reasonably determined exclusively by LokkBox) within one year of the date final judgment in favor of such third party's claim is rendered by a court of competent jurisdiction: (i) Obtain a license for use of the technology from the third party claiming infringement of the Software or Services. 4.7. LokkBox shall not be liable to the Subscriber under the Service for any indirect, lost profits, consequential, exemplary, incidental or punitive damages, regardless of the form of action, whether in contract or in tort, regardless of whether LokkBox has been advised of the possibility of such damages in advance or whether such damages are reasonably foreseeable. 4.8. The exclusive remedy of the Subscriber for any reason and for any cause of action whatsoever in connection with or relating to the Service, or any transaction involving the Service, regardless of the form of action, whether in contract or in tort, shall be limited to repair or replacement of the Software or performance of Services, as determined by LokkBox. 4.9. LokkBox shall not be liable to the Subscriber for failing to perform its obligations of the Service because of circumstances beyond the control of LokkBox. Such circumstances shall include, but not be limited to, any acts or omissions of any government or governmental authority, natural disaster, act of a public enemy, riot, sabotage, dispute or differences with workers, power failure, computer failure, network telecommunications activity, telecommunications and network failure, Internet failure, third party software defects, delays in transportation or deliveries of supplies or materials, acts of God, terrorism, and any events reasonably beyond the control of LokkBox. 4.10. The Subscriber shall release, defend, indemnify and hold harmless LokkBox (including officers, employees, agents, directors and independent contractors of LokkBox) from and against any and all claims, damages and liability (including reasonable attorney fees) arising from or related to use of the Service by the Subscriber, arising from or related to the Subscriber Data, and arising from or related to Subscriber breach of the Terms and Conditions of Use of the Service. 4.11. The Subscriber shall provide LokkBox information concerning the Service, as may be reasonably requested by LokkBox from time to time, and shall fully cooperate with LokkBox in good faith in the performance of the Agreement. 4.12. The Subscriber shall not perform any act in conflict with or in violation of the export laws and regulations of the United States. 5. INTELLECTUAL PROPERTY 5.1. The Subscriber shall not disclose confidential information except to authorized persons as authorized and identified in writing by LokkBox prior to release of such information. The Subscriber shall not duplicate, use, or disclose confidential information except as otherwise permitted under the Terms and Conditions of Use of the Service. Confidential information of LokkBox shall be deemed to include all information concerning the Service, the Software and Documentation. 5.2. The Subscriber hereby acknowledges and agrees that the confidential information of LokkBox derives independent economic value (actual or potential) from not being generally known to other persons who can obtain economic value from its disclosure or use and from not being readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use; is the subject of reasonable efforts under the circumstances to maintain its secrecy; and is a trade secret. 5.3. The Subscriber hereby acknowledges that the Service may incorporate or use Third Party Technology (in whole or in part) for use in connection with the Service. The Subscriber acknowledges that use of the Third Party Technology when accessing the Service is subject to any and all terms and conditions for such Third Party Technology as provided by owner or licensor of the Third Party Technology. 5.4. The Subscriber shall not reverse engineer the Software or Service and shall take reasonable measures to prevent the Software and Services from being reverse engineered. 5.5. The Subscriber shall not copy the Software, Service, or Documentation and shall take reasonable measures to prevent the Software, Service, or Documentation from being copied without the prior written consent of LokkBox. 5.6. The Subscriber shall not modify the Software or Service and shall not allow the Software or Service to be modified without the prior written consent of LokkBox. The Subscriber shall not use the Software or Service or any materials incident thereto to develop computer software without the prior written consent of LokkBox. If the Software or Service is modified, such modifications shall be the sole and exclusive property of LokkBox and LokkBox shall own all of the rights, title and interests to such modifications and any resulting computer software, including (but not limited to) any and all copyrights, patents and trade secrets related thereto. 5.7. Where the Subscriber is the U.S. Government or an agency or department thereof (collectively “Government”), the Software, Services, and Documentation are provided with RESTRICTED RIGHTS and use, duplication or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1) and (2) of the Commercial Computer Software Restricted Rights clause at 48 C.F.R. 52.227-19, as applicable, which is incorporated herein by the reference. 5.8. The Subscriber shall not contest or aid in contesting the ownership or validity of the trademarks, trade secrets or copyrights of LokkBox. 6. NOTICES 6.1. All notices shall be in writing. Notices by the Subscriber to LokkBox shall be deemed delivered when delivered by commercial next business day delivery service, by hand, or by Certified or Registered Mail - Return Receipt Requested - to the address set forth below for LokkBox. Notices by LokkBox to the Subscriber shall be deemed delivered when delivered electronically, by commercial next business day delivery service, by hand, or by Certified or Registered Mail – Return Receipt Requested to the address specified in the Registration for the Subscriber or the email address provided by Subscriber. Notice shall be deemed given on the date notice is delivered electronically, or by hand, or on the date of receipt - as evidenced in the case of Certified or Registered Mail by Return Receipt, whichever comes first. Notices by LokkBox to the Subscriber electronically shall be deemed written notices. 6.2. LokkBox’s address for notices is LokkBox LLC, 16192 Coastal Highway, Lewes, Delaware, 19958, USA 7. MISCELLANEOUS 7.1. All assignments of rights under this Agreement by the Subscriber without the prior written consent of LokkBox shall be void. 7.2. The Subscriber and LokkBox hereby acknowledge that damages at law may be an inadequate remedy for LokkBox. Therefore, LokkBox shall have the right of specific performance, injunction, or other equitable remedy in the event of a breach of this Agreement by the Subscriber. 7.3. Waivers, alterations, modifications or amendments of a provision of this Agreement, suggested or requested by the Subscriber shall not be binding unless such waiver, alteration, modification or amendment is in writing and signed by LokkBox. 7.4. If a provision of this Agreement is rendered invalid, the remaining provisions shall remain in full force and effect. 7.5. The headings and captions of this Agreement are inserted for reference convenience and do not define, limit or describe the scope or intent of this Agreement or any particular section, paragraph, or provision. 7.6. This Agreement may be executed in multiple counterparts, each of which shall be an original, but which together shall constitute one and the same instrument. 7.7. This Agreement shall be governed by the laws of the State of Delaware, without regard to any rules of conflict or choice of laws, which require the application of laws of another jurisdiction, and venue shall be proper in Lewes, Delaware. 7.8. Pronouns and nouns shall refer to the masculine, feminine, neuter, singular, or plural, as the context shall require. 7.9. Waiver of breach of this Agreement shall not constitute waiver of another breach. Failing to enforce a provision of this Agreement shall not constitute a waiver or create an estoppel from enforcing such provision. 7.10. It is agreed that the relationship of LokkBox and the Subscriber is primarily that of Service Provider and Subscriber. Nothing herein shall be construed as creating a partnership, an employment relationship, or an agency relationship between the parties, or as authorizing either party to act as agent for the other. Each party shall maintain its separate identity. 7.11. Any controversy or claim arising out of or relating to this Agreement, or breach thereof, shall be settled entirely at LokkBox’s discretion by mediation or arbitration in accordance with the Arbitration Rules of the American Arbitration Association in Delaware. Judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. The parties in accordance with the Arbitration Rules of the American Arbitration Association shall select qualified Arbitrators. 7.12. Each party hereby represents and warrants that all representations, warranties, recitals, statements and information provided to each other under this Agreement are true, correct and accurate as of the Effective Date of this Agreement to the best of their knowledge. 7.13. In the event of litigation arising out of this Agreement, the prevailing party shall be entitled to reasonable attorney’s fees and costs. 7.14. The terms and provisions of this Agreement shall survive termination and cancellation of this Agreement. 7.15. The Subscriber may request LokkBox to provide the Subscriber with Support Services concerning the Software or Service. Performance of such Support Services shall be subject to the exclusive discretion and written approval of LokkBox. 7.16. LokkBox may release for a fee or the Subscriber may request in writing a desired Enhancement to the Software or Service. Development of such Enhancement shall be subject to the exclusive discretion and express written approval of LokkBox. 7.17. LokkBox may correct Defects in the Software (“Defect Resolution”) within a reasonable time after such Defect is reported to LokkBox by Subscriber as follows: 7.17.1. Upon discovering a Defect, the Subscriber shall report the Defect (“Service Request”). 7.17.2. Within a reasonable time after receiving a Service Request, LokkBox shall provide email support in the form of consultations, assistance and advice concerning use of the Software or Service and correction of the Defect (“Email Support”). 7.17.3. If a Defect is not corrected through Email Support within a reasonable time after receiving a Service Request, LokkBox shall conduct tests and analyses at LokkBox's facilities designed to reproduce, isolate and correct the Defect using data and information provided to LokkBox by the Subscriber (“Off-Site Support”). 7.17.4. All Email Consultations shall be subject to the discretion of LokkBox. If the Subscriber requires an excessive amount of email consultations with LokkBox concerning use of the Software or Service, as reasonably determined by LokkBox, the Subscriber shall, at the Subscriber’s sole expense, complete additional training on the use of the Software and Service with LokkBox or use of the Third Party Technology with the third party vendor. 7.17.5. The Subscriber shall appoint one employee of the Subscriber as the primary representative of the Subscriber under the Agreement (“Subscriber Representative”). The Subscriber Representative shall be the primary contact with LokkBox for purposes of enabling LokkBox to provide Defect Resolution, Support Services, and Enhancements requested by the Subscriber. 7.17.6. Additional Services, Defect Resolution, and Email Consultations to be provided by LokkBox under the Agreement shall be performed only during the hours of 8:30 a.m. through 5:30 p.m. Eastern Time, Monday through Friday (excluding holidays), unless otherwise required (as reasonably determined by LokkBox). 8. DEFINITIONS 8.1. The term “access” and variants thereof shall mean to store data in, retrieve data from or otherwise approach or make use of (directly or indirectly) through electronic means or otherwise. 8.2. The term “Associate” shall mean an employee of LokkBox or the Subscriber (as applicable) or an independent contractor hired by LokkBox or the Subscriber (as applicable). 8.3. The term “Authorized Person” shall mean (i) employees and legal counsel of the Subscriber who agrees to maintain the confidentiality of such Confidential Information in consideration for receiving such Confidential Information; and (ii) individuals or organizations who are authorized in writing by the Disclosing Party to receive Confidential Information. 8.4. The term “Cancellation Notice” shall mean that written notice sent by a party to the other party seeking to cancel the Agreement because of breach by the other party. 8.5. The term “Confidential Information” shall mean all information disclosed by the Disclosing Party to the Receiving Party which is identified by the Disclosing Party as proprietary or confidential at the time such information comes into the possession or knowledge of the Receiving Party and which is not: (i) already known to the Receiving Party from a source other than a Disclosing Party; (ii) conveyed to the Receiving Party by a third party without restrictions as to confidentiality or use; (iii) independently developed by the Receiving Party; and (iv) required by Court Order to be released by the Receiving Party. 8.6. The maximum data storage amount requested by the Subscriber during the Registration. 8.7. The term “Defect” shall mean programming or software design errors that substantially impair the performance, utility, and functionality of the Software as represented in the Documentation. 8.8. The term “Disclosing Party” shall mean a party to this Agreement who discloses Confidential Information to the other party to this Agreement. 8.9. The term “Documentation” shall mean the term “Documentation” as set forth in the Agreement. 8.10. The term “Effective Date” shall mean the term “Effective Date” as set forth in the Agreement. 8.11. The term “Enhancement” shall mean the term “Enhancement” as set forth in the Agreement. 8.12. The term “Agreement” shall mean that certain Online Backup Subscription Agreement between LokkBox and the Subscriber for accessing the Software and Service, which incorporates these Online Subscriber Terms and Conditions by reference. 8.13. The term “Agreement Term” shall mean the term “Agreement Term” as selected by the Subscriber during Registration. 8.14. The term “Password” shall mean the term “Password” as set forth in the Agreement. 8.15. The term “Receiving Party” shall mean a party to this Agreement who receives Confidential Information from the other party to this Agreement. 8.16. The term “Services” shall mean the term Services as set forth in the Agreement. 8.17. The term “Software” shall mean the term Software as set forth in the Agreement and relate to all web based or client version of LokkBox provided software. 8.18. The term “Subscriber Data” shall mean any information, data, or any other technology uploaded, posted, processed, transmitted, or submitted by the Subscriber to the Service 8.19. The term “Subscriber Facilities” shall mean the office facilities of the Subscriber 8.20. The term “Subscription Fee” shall mean the amount of money specified as the Subscription Fee during Registration 8.21. The term “Support Services” shall mean those certain consulting, implementation, and support services provided to the Subscriber by LokkBox in connection with the Software and Service. 8.22. The term “Third Party Technology” shall mean any and all third party technology, including (without limitation) computers, equipment, database software and any other database software, incorporated in whole or part in the Software or Service or used in connection with the Software or Service. 8.23. The term “Unauthorized Access” shall mean any access to the Software, Service, or Documentation except for (i) the exclusive purposes of using and accessing the Software and Service according to the Documentation on the Internet using the Password; (ii) searching, retrieving, processing, and downloading the Subscriber Data; and (iii) training employees of the Subscriber in the use of the Software or Service. 8.24. The term “Unauthorized User” shall mean any individual who accesses the Software, Service, or Documentation except for: (i) employees of the Subscriber authorized by the Subscriber to access the Software, Service, and Documentation for the exclusive purpose of using and accessing the Software and Service according to the Documentation on the Internet using the Password; (ii) searching, retrieving, processing, and downloading the Subscriber Data; and (iii) training employees of the Subscriber in the use of the Software or Service; and (iv) Authorized Persons who are authorized in writing by LokkBox to access the Software, Service, and Documentation.

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