Terms Of Service
(Revised February 3, 2016)
PLEASE READ CAREFULLY: THIS SERVICES AGREEMENT (“AGREEMENT”) IS A LEGAL AND BINDING CONTRACT BETWEEN YOU AND/OR YOUR ORGANIZATION (referred to herein as “you” or your”), AND ABSIO CORPORATION (referred to herein as “Absio” or “we”). When you use our services, software products, or related documentation, you are agreeing to these terms of service.
Use of Absio’s Services and associated Software and Documentation (as these terms are defined herein) is subject to the terms and conditions of this Agreement. All questions concerning this Agreement should be directed to Absio Corporation, 8740 Lucent Boulevard 101, Highlands Ranch, CO 80129.
1. Scope of Agreement, Acceptance, and Changes.
1.1 The Services covered by this Agreement are the following: (i) Absio Dispatch®, and its related components, as applicable, including Absio Administrator and Absio Archiver, in each case as currently existing or as may be updated or upgraded from time-to-time, in Absio’s sole discretion; and (ii) any other software (“Software”), website, related documentation (“Documentation”) or services that link to this Agreement. Collectively the items listed above are referred to herein as the “Services.”
1.2 From time to time, Absio may change or amend the terms of this Agreement. If we do, we will notify you, either through the user interface, in an email notification, or through other reasonable means. Your use of the Services after the date the change becomes effective will be your consent to the changed terms. If you do not agree to the changes, you must stop using the Services and cancel any paid Services. Otherwise, the new terms will apply to you.
2. Service Identity. To access the Services, you will need a Service Identity. The Service Identity supplies the credentials you will use to authenticate with our network.
2.1 Users not Subject to Group Administration. To create a Service Identity, you must provide a username (valid email address), name, password, and security question and answer. You are responsible for keeping your Service password and security answer confidential and are responsible for all activity that occurs under your Service Identity. Use of a false or fraudulent username is a violation of this Agreement. Absio never has access to the password or security answer for your Service Identity and does not have the ability to provide them in the event that you lose them. If you lose your password and your security answer, you will not be able to access any of the information from that Service Identity. In order to begin using the Services again, you will have to re-register and set up a new Service Identity. The new Service Identity will not have access to any of the data from your previous Service Identity.
2.2 Users Subject to Group Administration. If your Service Identity is created by a Group Administrator, you must provide a Service password and security question and answer for your Group User account. You are responsible for keeping your Service password and security answer confidential and you and your organization are responsible for all activity that occurs under your Service Identity. Absio never has access to the password or security answer for your Service Identity and does not have the ability to provide them in the event that you lose them. If you lose your password and your security answer, you will need to contact your Group Administrator to provide you with access to your account.
3.1 Content includes anything you upload to, store on, or transmit through the Services, such as data, documents, photos, video, music, email, and other files (“Content”). We do not claim ownership of the Content you provide on the Services. Your Content remains your Content, and you are responsible for it. We do not control, verify, pay for, or endorse the Content that you and others make available on the Services. Your Content is encrypted by the Software on your device before it is transmitted. We do not have the ability to decrypt your Content.
3.2 You have the opportunity to control who may access your Content. If you opt to place no controls on your Content, you agree we have no responsibility for any redistribution of your content by your recipients. If you use or share Content on the Services in a way that infringes others’ copyrights, trademarks, other intellectual property rights, or privacy rights, you are breaching this Agreement. You represent and warrant that for the duration of this Agreement you have (and will have) all the rights necessary for the Content you upload or share on the Services and that the use of the Content, as contemplated in this Section 3.2, won't violate any law.
3.3 Content that violates this Agreement or applicable law is not permitted and is a breach of this Agreement. Absio may block or otherwise prevent delivery of any type of email, file, or other communication or Content to or from the Services as part of our effort to protect the Services or our customers, or otherwise enforce the terms of this Agreement.
3.4 We may ask you to remove your Content from the Services if it violates this Agreement or the law. Failure to comply may result in loss of access to, or cancellation of, the Services or your Absio account. Additionally, Absio may remove your Content currently stored on our servers, without asking you if we determine it's in violation of this Agreement or the law. If permitted to do so by law, Absio will make a reasonable effort to notify you of any request to remove your Content.
3.5 For users subject to group administration, you acknowledge that when accessing the Services you are subject to all the policies of the organization or entity which has contracted for the Services. We are not responsible or liable for the consequences of any actions taken by you, or any such organization or entity, or its agents, representatives, contractors, sub-contractors or employees, whether or not acting as Group Administrators of the Service, with respect to Content, including, without limitation, viewing, releasing, deleting, removing or archiving the Content, or suspension of access to the Content. All such actions or related policies are the sole responsibility of the organization or entity.
4. Grant of License. Subject to the terms of this Agreement, we grant to you a revocable, non-exclusive, non-transferable, limited, restricted, license to use the Services for the Services’ intended purpose only. Absio reserves all rights in the Services not expressly granted to you in this Agreement.
5. Restrictions. You shall not, and shall not permit any third party to: (a) except as expressly set forth in this Agreement, use, copy, modify, create derivative works of, distribute, sell, assign, pledge, sublicense, lease, loan, rent, deliver or otherwise transfer the Services or Software or any copies thereof; (b) alter or remove from the Services or Software or any copies, any of Absio trademarks, trade names, logos, patent or copyright notices or markings, or add any other notices or markings to the Services; (c) use the Services in any manner that could damage, disable, overburden, or impair Absio’s systems, network, website, or the Services; (d) use the Services in any manner that could interfere with any other party's use and enjoyment of the Services; (e) decrypt the Services; or (f) derive or attempt to derive the source code of, disassemble, reverse engineer, or decompile the Services by any means, nor permit or assist any party to derive or attempt to do so; provided, however, where you have other rights under statute that make this contractual prohibition void, you agree to provide Absio with reasonably detailed information regarding any intended disassembly or de-compilation prior to doing so. You agree to notify Absio immediately of any unauthorized use of the Services. The notice shall include, but not be limited to, the names and addresses of the unauthorized user(s) and any other available information that Absio may request.
6.1 This license confers no ownership rights to you and is not a sale of any rights in the Services, Software, the Documentation, or the media on which they are recorded or printed. You acknowledge that the Services, Software, and Documentation are commercially valuable proprietary products that incorporate certain trade secrets into the products of Absio, the design and development of which have involved trade secrets and the expenditure of substantial amounts of money over a long period of time, and which affords Absio a commercial advantage over its competitors. You understand that loss of these trade secrets and the competitive advantage they represent due to any unauthorized reproduction, downloading, or use of the Services, Software and/or Documentation would cause substantial, irreparable damage to Absio. You agree not to remove, destroy, deface, or otherwise alter any legends, notices, statements, or marks indicating Absio’s ownership or the restrictions contained in this Agreement, on the Services, in the Documentation or Software, or that are contained or displayed on any screens or printouts.
6.2 Ownership of all right, title, and interest in or to (i) the Services; (ii) the Documentation and any copies thereof; (iii) the Software and any copies thereof; (iv) any ideas, suggestions, or feedback relating to the Services, Services or Documentation; (v) all intellectual property rights embodied within the foregoing; and (vi) Absio’s logos and other Absio trademarks, service marks, graphics, and logos used in connection with Absio are trademarks or registered trademarks of Absio shall remain the exclusive property of Absio.
7.1 Your privacy is important to us. We use certain information that we collect from you to operate and provide the Services, such as your email address and billing address information. Additionally, as part of the Services, we may also automatically upload information about your machine, your use of the Services and the Services’ performance. Your Content is encrypted by the Software on your device before it is transmitted. We do not have the ability to decrypt your Content.
7.2 You consent and agree that Absio may access, disclose, or preserve information associated with your use of the Services, including (without limitation) your personal information and Content, or information that Absio acquires about you through your use of the Services (such as IP address or other third-party information) when Absio forms a good faith belief that doing so is necessary (a) to comply with applicable law or to respond to legal process from competent authorities; (b) to enforce this Agreement or protect the rights or property of Absio or our customers; or (c) to help prevent a loss of life or serious physical injury to anyone. While Absio may be required by law or otherwise to disclose your Content, since all Content is encrypted and Absio does not have the decryption keys to your Content, we do not have the ability to decrypt any Content.
7.3 Similar to other providers of Internet Services, Absio may be served with legal demands and requests from law enforcement, government entities, and private litigants for Content stored on our network. This information may relate to an alleged crime or civil matter and is usually requested pursuant to the normal legal process of the country or locality where the activity occurred. Absio may be obligated to comply with requests for your information or your Content as part of such investigations or legal proceedings. Notwithstanding the forgoing, Absio does not have the decryption keys to your Content, we do not have the ability to decrypt any Content.
7.4 Any user accessing the Services in a group administration environment expressly acknowledges that they may have no privacy rights in the Content, as such may depend upon the policies, procedures and practice of the administrator or subscribing entity. Such group user further acknowledges that we are not liable or responsible for any actions taken by a group administrator with respect to the Content or to the identity of the user.
8. Services Disruptions and Backup. We strive to keep the Services up and running; however, all online services suffer occasional disruptions and outages, and Absio shall not be liable for any disruption or loss you may suffer as a result of a disruption to the Services. You are responsible for backing up your data (this includes Content, encryption keys, contacts and other information). Should you lose this information for any reason (such as hardware failure or loss of a device), with the exception of Content that may be stored on our servers at the time of loss, Absio cannot recover this data for you. As a result, Absio strongly encourages you to create a data recovery backup plan and execute it regularly. Information regarding what you should back up and suggested methods is available at support.absio.com. Backups should be stored in a safe place, away from the devices that have been backed up.
9.1 If you use or receive Software from us as part of the Services, it's governed by one of two sets of license terms (the “License Terms”): If you are presented with a license for the Software, the terms of that license apply to the Software; if no license is presented to you, the terms of this Agreement apply not only to the Services but also to the Software (and the term “Services” in this Agreement includes the Software). The Software is licensed, not sold, and Absio reserves all rights to the Software not expressly granted by Absio under the License Terms, whether by implication, estoppel, or otherwise. If this Agreement governs the website you are viewing, any third party scripts or code, linked to or referenced from this website, are licensed to you by the third parties that own such code, not by Absio.
9.2 We grant you the right to install and use the Software as part of your use of the Services, but only if you comply with all other terms in this Agreement.
9.3 In addition to the other restrictions in this Agreement, you may not (i) circumvent or bypass any technological protection measures in or relating to the Software or Services or disassemble, decompile, or reverse engineer any Software or other aspect of the Services that is included in or accessible through the Services, except and only to the extent that the applicable copyright law expressly permits doing so; (ii) separate components of the Software or Services for use on different devices; (iii) publish, copy, rent, lease, or lend the Software or the Services; or (iv) transfer the Software, any Software licenses, or any rights regarding the Services, except as expressly permitted by this Agreement. You may not use the Services in any unauthorized way that could interfere with anyone else’s use of them or gain access to any service, data, account, or network. You may not enable access to the Services by unauthorized third-party applications.
9.4 Absio will provide Software updates from time to time and strongly recommends that you install these updates when available. You will be notified of available Absio software updates when you log in to our servers and via announcements if you choose to receive announcements from us. You will also be notified if the Software you have installed has reached the end of its supported life. If you choose not to install required updates, you may not be able to connect to our servers, but you will not lose access to data that you have already downloaded to your device(s). If you cannot connect to our servers you will not be able to send or receive messages.
9.5 For users accessing the Services or Software in a group administration environment, the organization or entity may have other requirements regarding your access to the Services or Software. For example, they may assume the responsibility for updating the Software. They may also restrict how you can use or access the Software. We do not have any responsibility for their decisions or actions with respect to the Services or the Software, or their policies with respect to its use.
10. Assumption of Operational Costs and Electronic Delivery Risks.
10.1 Individual Users. You shall assume all responsibility for electronic delivery, installation, and operation of the Services, transaction costs, installation charges, risk of loss, use charges, taxes, transfer charges, like costs and associated taxes. You agree to bear the risk of liability or damage associated with electronic delivery, including without limitation the risk of viruses, errors, or data loss.
10.2 Group Users. The organization or entity contracting for the Services has all responsibility for electronic delivery, installation, and operation of the Services, transaction costs, installation charges, risk of loss, use charges, taxes, transfer charges, like costs and associated taxes. We do not bear any liability or damage associated with electronic delivery, including without limitation the risk of viruses, errors, or data loss.
11. Disclaimer of Warranties. ABSIO, AND OUR AFFILIATES, RESELLERS, DISTRIBUTORS, AND VENDORS, MAKE NO WARRANTIES, EXPRESS OR IMPLIED, GUARANTEES OR CONDITIONS WITH RESPECT TO YOUR USE OF THE SERVICES. YOU UNDERSTAND AND AGREE THAT YOUR DOWNLOAD AND/OR USE OF THE SERVICES AND ALL THIRD PARTY SOFTWARE AND SERVICES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH ABSIO ARE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF THE SERVICES. THE SERVICES AND ANY SUPPORT THEREWITH IS PROVIDED TO YOU "AS IS", “WITH ALL FAULTS”, AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, AND WE, AND OUR AFFILIATES, RESELLERS, DISTRIBUTORS, AND VENDORS, EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INTERFERENCE, SATISFACTORY QUALITY, WORKMANLIKE EFFORT, ACCURACY OF DATA, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. WE SPECIFICALLY DO NOT WARRANT THAT THE SOFTWARE WILL OPERATE WITHOUT INTERRUPTION, BE ERROR-FREE, OR ACHIEVE ANY SPECIFIC RESULTS.
12. Limitation of Liability. IF ABSIO BREACHES THIS AGREEMENT, YOU AGREE THAT YOUR EXCLUSIVE REMEDY IS TO CEASE USING THE SERVICES. UNDER NO CIRCUMSTANCES SHALL ABSIO OR ANY THIRD PARTY WHO MAKES ITS SERVICES AVAILABLE IN CONJUNCTION WITH OR THROUGH ABSIO BE LIABLE TO YOU OR TO ANY USER ON ACCOUNT OF YOUR USE OR THAT USER'S USE OR MISUSE OF THE ABSIO SERVICES OR SUCH THIRD PARTY SERVICES OR SOFTWARE. WE SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE, CONSEQUENTIAL OR INCIDENTAL DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOST PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WE SHALL NOT BE LIABLE FOR ANY CLAIMS OF THIRD PARTIES RELATING TO THE SERVICES. SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE SERVICES AND ALL THIRD PARTY SOFTWARE AND SERVICES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH ABSIO, FROM INABILITY TO USE THE SERVICES AND ALL THIRD PARTY SOFTWARE OR SERVICES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH ABSIO, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SERVICES AND ALL THIRD PARTY SOFTWARE AND SERVICES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH ABSIO (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). SUCH LIMITATION SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. The disclaimer of warranties and limitations of liability contained in this Agreement are fundamental parts of the basis of Absio’s bargain hereunder, and you acknowledge that we would not be able to provide the Services to you absent such limitations.
13. Jurisdictions Preventing Limitation or Exclusion of Warranty or Liability. Since some states do not allow certain limitations or exclusions of warranties or liability, some or all of the limitations and exclusions set forth in Sections 11 and 12 above may be held unenforceable as to you. In such cases, Absio’s liability shall be limited to the greatest extent permitted under applicable law.
14. Third-party Websites. You may be able to access third-party websites, content, or services via the Services. Absio isn't responsible for third-party websites, services, or content available through those third-parties. You are solely responsible for your dealings with third-parties (including advertisers). Your use of third-party websites, content or services may be subject to that third-party’s terms and conditions. Users in a group administration environment may be subject to additional restrictions with respect to third-party websites. We have no responsibility for those restrictions.
15. Indemnification. You will pay us for any losses you cause related to your breaches under this Agreement. You agree to defend, indemnify and hold Absio harmless for all damages, losses and costs (including, but not limited to, reasonable attorney fees and costs) related to all third party claims, charges, and investigations, caused by your failure to comply with this Agreement. If you access the Services or Software in a group administration environment the organization or entity contracting for the Services or Software will also have this responsibility, but we cannot provide you any assurance that their responsibility replaces or supersedes yours.
16. Export. You warrant that you will comply with all regulations of agencies of the U.S. Government regarding export and re-export restrictions on the Services, including without limitation, the Export Administration Regulations of the U.S. Department of Commerce (“EAR”) and sanctions programs maintained by the Treasury Department’s Office of Foreign Assets Control, which prohibit the export or diversion of certain technical products to certain countries and that you will cooperate as requested by Absio to insure compliance with any such export restrictions.
17. U.S. Government Restricted Rights. The Services are provided with RESTRICTED RIGHTS. The use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraphs (a) through (d) of the Commercial Computer Services - Restricted Rights clause at FAR 52.227-19, (c)(1)(ii) or The Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, and in similar clauses in the NASA FAR Supplement, as applicable and as amended. The contractor/manufacturer of these Services is Absio Corporation.
18. Term, Termination and Services Cancellation.
18.1 If you violate this Agreement, we may take action against you including (without limitation) removing your Content from the Services, suspending your access to the Services, asking you to refrain from certain activities, canceling your Services, and/or referring such activity to appropriate authorities. Additionally, we enforce a policy that provides for the termination, at Absio’s discretion, in appropriate circumstances, of the accounts of users who are material or repeat violators. In the event we take action against you for a violation of this Agreement, we may permanently delete, and you may permanently lose, some or all of your Content stored on the Services and/or we may cancel your Services in their entirety. Data that is deleted may be irretrievable.
18.2 If your Services are canceled or terminated (whether by you or us), your right to use the Services stops immediately. If your Services are canceled or terminated, we may permanently delete your Content from our servers and we have no obligation to return Content to you. Upon termination of your Services, you will continue to be able to access any Content that has previously been downloaded or saved on your devices, but you will no longer be able to send or receive new Content.
18.3 Upon termination, all terms and conditions of this Agreement shall cease, except for Sections 1 (Scope), 5 (Restrictions), 6 (Ownership), 7 (Privacy), 11 (Disclaimer of Warranties), 12 (Limitation of Liability), 13 (Jurisdictions Preventing Limitations), 15 (Indemnification), 18 (Term and Termination), and 19 (General) (and any other terms which by their nature are intended to survive) which shall survive any termination of this Agreement. Termination of this Agreement in accordance with this section shall not give rise to any liability or loss upon the terminating party from the other party if such loss is primarily based upon or resulting from a termination per this section.
18.4 If you access the Services or Software in a group administration environment, you are also subject to the term, termination and service cancellation polices of the organization or entity contracting for the Services or Software. We are not responsible to you for any of those policies, or for any actions of the organization or entity which cause us to terminate or cancel access to the Services or Software.
19. General. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Colorado, USA, without regard to any principles of conflict of laws. Absio and you specifically disclaim the application of the United Nations Convention on Contracts for the International Sale of Goods as that Convention may be incorporated into applicable law. All disputes arising under this Agreement shall be brought exclusively in a court of law located in Denver, Colorado, as allowed by law. You consent to the personal jurisdiction of such courts and hereby waive any objection to venue of such courts. Further, any action brought in any court except the foregoing shall be dismissed without prejudice upon application by Absio. Any service of process shall be effected as required by law. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable for any reason, the remaining provisions hereof shall be unaffected and remain in full force and effect. Failure or delay in enforcing any right or provision of this Agreement shall not be deemed a waiver of such right or provision with respect to any subsequent breach. No terms, provisions, or conditions of any purchase order, acknowledgement, check, or other business form that you may use in connection with the acquisition or licensing of the Services will have any effect on the rights, duties, or obligations of the parties under this Agreement, regardless of any failure of Absio to object to such terms, provisions or conditions. This Agreement constitutes the complete Agreement between the parties and supersedes all prior or contemporaneous discussions, representations, and proposals, whether in writing or oral, with respect to the subject matter of this Agreement. This Agreement may not be amended or modified by you in any respect unless approved in writing and signed by a duly authorized representative of Absio. We reserve the right to modify, supplement, or replace the terms of this Agreement, effective prospectively, upon posting at Absio’s Website or notifying you otherwise by reasonable means.
20. Assignment. Your rights under this Agreement may not be transferred or assigned. Any such purported assignment and delegation by you shall be ineffective. We may freely assign or delegate all rights and obligations under the Agreement, fully or partially, without notice to you.
21. No Injunctive Relief. You waive your rights to injunctive relief, but we do not waive our rights to ask a court to stop your actions, through an injunction or otherwise Absio does not have the decryption keys to your Content, we do not have the ability to decrypt any Content. In no event shall you seek or be entitled to rescission, injunctive, or other equitable relief, or to enjoin or restrain the operation of the Services, exploitation of any other materials issued in connection therewith, or exploitation of the Services or any Content or other material used or displayed through the Services.
22. Equipment Incompatibility. Absio is not responsible for incompatibility of the Services or Services with any Software, hardware, or any other equipment provided by or used by you. Absio shall not be liable for any loss, injury, claim, liability or damage of any kind resulting in any way from damage to your equipment, hardware, or Software due to use of the Services and/or Services.
23. Compliance with Laws. Use of the Software in any jurisdiction where such use would be prohibited by local or US law is prohibited, and any such attempted use voids this Agreement. Absio shall not be liable to you for, and you will indemnify Absio and hold it harmless from, any use of the Software in violation of such law.