Terms of Service

TERMS OF SERVICE

StayPrivate Terms of Service

Effective: 8th February 2017

These terms of service ("Terms") cover your use and access to the StayPrivate Services, client software and websites ("Service") provided by StayPrivate Ltd. Our Privacy Policy explains how we collect, safeguard and use your information, our Acceptable Use Policy outlines your responsibilities when using StayPrivate Services and our Compliance Policy describes how we manage privacy, copyright and our approach to unacceptable behaviour. By using StayPrivate Services, you are agreeing to be bound by these Terms, and it is your sole responsibility to comply with our Privacy and Acceptable Use policies. If you are using StayPrivate Services for an organisation, you are agreeing to these Terms on behalf of that organisation.

Your Personal Information & Data

When you use StayPrivate Services, you may provide StayPrivate with things like your name, billing information, files, content, email messages, contacts and so on ("Your Information").

These Terms do not give StayPrivate any rights to Your Information except for: (i) limited rights that enable us to offer StayPrivate Services; and (ii) limited rights described in our Compliance Policy.

Your Permissions

You give us permission to host Your Information, back it up, and share it with other users in order to deliver StayPrivate Services. If you provide an email address, unless you indicate otherwise, you give us permission to forward on in-system email messages to your email account. If you provide a mobile telephone number, unless you indicate otherwise, you give us permission to forward on in-system SMS messages to your mobile.

Sharing Your Information

When you use StayPrivate Services to share information with others, please think carefully about what you share. Please be aware that when you use StayPrivate Services to share information with other users who work for an organisation, THE ORGANISATION AS WELL AS THE INDIVIDUAL USER will also be able to access the information.

Your Responsibilities

You are responsible for your conduct, your communications with others, Your Information and the information you share with others, and you must comply with our Acceptable Use Policy. Information shared with you, or information you share may be protected by others' intellectual property rights. Please do not copy, upload, download or share content unless you have the right to do so.

Our Compliance Department may review your conduct under the terms of our Compliance Policy. However, we have no obligation to do so. StayPrivate is not responsible for the content people post and share via StayPrivate Services.

You are responsible for any activity using your account, so please safeguard your password to StayPrivate Services, make sure that others do not have access to it, and keep your account information current.

StayPrivate Services may be used independently by people under the age of 18, but only with the permission of a guardian. By accepting these terms, you are representing to us that you are over 18. If you are the guardian of a person under 18 you may accept these terms on their behalf, but only on the understanding that you will, at all times, supervise their use of StayPrivate Services.

Software

Some parts of StayPrivate Services allow you to download software ("Software") which may update automatically. So long as you comply with these Terms, we give you a limited, non-exclusive, non-transferable, revocable license to use the Software, solely to access our Service. To the extent any component of the Software may be offered under an open source license, we will make that license available to you and the provisions of that license may expressly over-ride some of these Terms. You agree not to reverse engineer or decompile the Software or Service, attempt to do so, or assist anyone in doing so.

Our Property

StayPrivate Services is protected by copyright, trademark, and other UK and foreign laws. These Terms do not grant you any right, title or interest in StayPrivate Services, in others' content in StayPrivate Services, in StayPrivate trademarks, logos or in other brand features. We welcome feedback; we may act on comments or suggestions without any obligation to you. We will not publish any comments or suggestions without your prior permission.

Copyright

We respect the intellectual property of others and ask that you do too. We respond to notices of alleged copyright infringement if they comply with the law, and such notices should be reported to our Compliance Department. We reserve the right to delete or disable content alleged to be infringing and terminate accounts of repeat infringers. Our designated agent for notice of alleged copyright infringement on StayPrivate Services is:

Copyright Agent

Compliance Department

StayPrivate Ltd

13th Floor 33 Cavendish Square
London W1G 0PW
United Kingdom

copyright@StayPrivate.com

Paid Accounts

In order to continue using StayPrivate Services beyond the free introductory period your account must either be sponsored by an organisation or you must register for a "Paid Account" and provide payment details. The price list for StayPrivate Services is available on the website, www.Quorum.com. You must be authorized to use the payment method that you register, and you must keep all billing information current. We will automatically bill you on the first billing date and on each periodic renewal until cancellation. You are responsible for all applicable taxes and we will charge tax when required to do so.

You may cancel your StayPrivate Paid Account at any time but you will not be issued a refund.

Your Paid Account will remain in effect until it is cancelled or terminated under these Terms. If you do not pay for your Paid Account on time, we reserve the right to either partially or fully suspend your account.

We may change the fees in effect but will give you advance notice of any changes via a message to the email address associated with your account.

Using StayPrivate Services as an Employee

If you use StayPrivate Services on behalf of an employer or other organisation, then you must use it in compliance with your employer's terms and policies. Please note that user accounts are subject to your employer's oversight and control. For example, your administrators and controllers may be able to access, disclose, restrict, or remove information in or from your user account. They may also be able to restrict or terminate your access to your user account.

Termination

You are free to stop using StayPrivate Services at any time. We also reserve the right to suspend or end StayPrivate Services at any time at our discretion and without notice. For example, we may suspend or terminate your use of StayPrivate Services if you are not complying with these Terms, or use the Service in a manner that would cause us legal liability, disrupt StayPrivate Services or disrupt others' use of StayPrivate Services.

Service "AS IS"

We strive to provide a great Service, but there are certain things that we cannot guarantee. TO THE FULLEST EXTENT PERMITTED BY LAW, STAYPRIVATE LTD, ALWAYS ORGANISED LTD AND ITS AFFILIATES, SUPPLIERS AND DISTRIBUTORS MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT QUORUM. QUORUM IS PROVIDED "AS IS." WE ALSO DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL STAYPRIVATE LTD, ALWAYS ORGANISED LTD, ITS AFFILIATES, SUPPLIERS OR DISTRIBUTORS BE LIABLE FOR (A) ANY INDIRECT, SPECIAL INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT STAYPRIVATE HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; (B) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO QUORUM MORE THAN THE GREATER OF £100 OR THE AMOUNTS PAID BY YOU TO STAYPRIVATE FOR THE PAST 12 MONTHS OF QUORUM IN QUESTION.

Resolving Disputes

We prefer to address any concerns without resorting to the law courts. Before filing a claim against StayPrivate, you agree to try to resolve the dispute informally by contacting us at disputes@StayPrivate.com. We will try to resolve the dispute informally by contacting you via email. If a dispute is not resolved within 28 days of submission, you or StayPrivate may bring a formal proceeding.

You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action.

Controlling Law

These Terms will be governed by UK law.

Entire Agreement

These Terms constitute the entire agreement between you and StayPrivate with respect to the subject matter of these Terms, and supersede and replace any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of these Terms. These Terms create no third party beneficiary rights.

Waiver, Severability & Assignment

StayPrivate’s failure to enforce a provision is not a waiver of its right to do so later. If a provision is found to be unenforceable, the remaining provisions of the Terms will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights under these Terms, and any such attempt will be void. StayPrivate may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with StayPrivate Services.

Modifications

We may revise these Terms from time to time, and will always post the most current version on our website. If a revision meaningfully reduces your rights, we will notify you (by, for example, sending a message to the email address associated with your account). By continuing to use or access StayPrivate Services after the revisions come into effect, you agree to be bound by the revised Terms.

PRIVACY POLICY

StayPrivate Privacy Policy

Effective: 8th February 2017

This policy describes how we collect, use and safeguard your information when you use our websites, software and services ("Service").

This policy describes the sources of personal information we may collect about you, the purposes for which we use information, the circumstances in which we may share information, and the steps that we take to safeguard information to protect your privacy.

There are three categories of data which we store: basic data, general data, and usage data.

Basic Data

We collect, and associate with your account, information like your name, email address, phone number, payment info, and physical address. We use this information to deliver StayPrivate Services, to bill you for use of StayPrivate Services (if applicable), and also to allow us to communicate directly with you. We do not, outside of specific exceptions described below, share this information with third parties.

We may disclose your personal information to fulfil your instructions, to protect our rights and interests or pursuant to your express consent. Under limited circumstances, your personal information may be disclosed to third parties under our Compliance Policy and as permitted by, or to comply with, applicable laws and regulations, for instance, to protect against fraud or to co-operate with law enforcement or regulatory authorities.

General Data

When you use StayPrivate Services, we store, process and transmit your files and information (including emails, messages, documents and photos) and information related to them (for example, time of last change). Other than the restricted rights described in our Compliance Policy, we do not have access nor any other rights to this data. All communication remains your property and is encrypted in transfer. All stored files remain your property and are encrypted in storage. We use third party cloud storage providers (such as Amazon), but only stored your files in encrypted form and store the encryption keys separately on our own servers, so that third party storage providers have no access to your information.

Usage Data

We collect information from and about the devices you use to access StayPrivate Services. This includes things like IP addresses, the type of browser and device you use, the web page you visited before coming to our sites, and identifiers associated with your devices. This information is only used to help us deliver StayPrivate Services efficiently to you and we do not share it with anyone.

Cookies and Similar Technologies

We occasionally use cookies and similar technologies (such as HTML5 local storage) to provide, improve, protect and promote our Services. For example, cookies can be used to help us if you request StayPrivate Services to remember your username for your next visit.

You can set your browser to not accept cookies, and this should not make any difference to your ability to use StayPrivate Services. The Help menu on the menu bar of most browsers will tell you how to prevent your browser from accepting new cookies, how to have the browser notify you when you receive a new cookie and how to disable cookies altogether. To learn more about what cookies are set on your computer as you browse the web and how to manage or delete them, visit www.allaboutcookies.org.

Outsourcing

StayPrivate uses certain trusted third parties to help us provide, improve, protect, and promote StayPrivate Services. These third parties may access your information only to perform tasks on our behalf and only in compliance with this Privacy Policy.

Organisations That Can Access Your Data

If you use StayPrivate Services as an employee, agent, client, potential client, or similar, of an organisation, that organisation itself will be able to access all the data you provide to StayPrivate Services, regardless of which members of the organisation you have shared data with. This access is normally (but not necessarily always) achieved through the Administrator or Controller roles incorporated within StayPrivate Services.

Controllers and Administrators

If you use StayPrivate Services as an employee, agent, client, potential client, or similar, of an organisation, your administrator and/or controller(s) may have the ability to access and control your account. Please refer to your employer's internal policies if you have questions about this.

Compliance Exception

As described in our Compliance Policy, we may disclose your information to third parties if we determine that such disclosure is reasonably necessary to (a) comply with the law; (b) protect any person from death or serious bodily injury; (c) prevent fraud or abuse of StayPrivate Services or our users; or (d) protect StayPrivate’s property rights.

Security

We have a team dedicated to keeping your information secure and testing for vulnerabilities. We also continue to work on features to keep your information safe in addition to things like two-factor authentication, encryption of files at rest, and alerts when new devices and apps are linked to your account.

StayPrivate is committed to protecting the privacy and confidentiality of your personal information. We limit access to your personal information to authorized StayPrivate employees or agents and, as described above, StayPrivate Services providers are held to stringent standards of privacy. We also maintain physical, electronic and procedural safeguards to protect the information against loss, misuse, damage or modification and unauthorized access or disclosure.

Retention

We will retain information you store on StayPrivate Services for as long as we need it to provide you StayPrivate Services. If you delete your account, we will also delete this information. But please note: (1) there might be some latency in deleting this information from our servers and back-up storage; and (2) we may retain this information if necessary to comply with our legal obligations, resolve disputes, or enforce our agreements.

If your relationship with StayPrivate ends and we retain any of your personal information we will continue to treat it as described in this policy.

Locations

To provide you with StayPrivate Services, we may store, process and transmit information in locations around the world - including those outside your country. Information may also be stored locally on the devices you use to access StayPrivate Services. We will endeavour, where possible under the law, to store information in the European Union.

Changes

If we are involved in a reorganisation, merger, acquisition or sale of our assets, the way your information is managed may change as part of that deal. We will notify you (for example, via a message to the email address associated with your account) of any such deal and outline your choices in that event.

We may revise this Privacy Policy from time to time, and will post the most current version on our website. If a revision meaningfully reduces your rights, we will notify you.

Contact

If you have questions or concerns about StayPrivate and privacy, contact us at privacy@StayPrivate.com.

BUSINESS AGREEMENT

StayPrivate Business Agreement

Effective: 8th February 2017

This StayPrivate Business Agreement (the "Agreement") is between StayPrivate Ltd, ("StayPrivate"), and the organisation agreeing to these terms ("Customer"). This Agreement governs access to and use of the StayPrivate Business client software and services (together, the "Service").

By clicking "I Agree", signing your contract for StayPrivate Services, or using StayPrivate Services, you agree to this Agreement as a Customer. If you are agreeing to this Agreement for use of StayPrivate Services by an organisation, you are agreeing to this Agreement on behalf of that organisation. You must have the authority to bind that organisation to this Agreement, otherwise you must not sign up for StayPrivate Services.

1. Service.

  • Provision of Services. Customer and users of Customer accounts ("End Users") may access and use StayPrivate Services in accordance with this Agreement.
  • Facilities and Data Processing. StayPrivate will use, at a minimum, industry standard technical and organisational security measures to transfer, store, and process Customer Data. These measures are designed to protect the integrity of Customer Data and guard against the unauthorized or unlawful access to, use, and processing of Customer Data. Customer agrees that StayPrivate may transfer, store, and process Customer Data in locations other than Customer's country. StayPrivate adheres to all European Union data protection laws.
  • Modifications to StayPrivate Services. StayPrivate may update StayPrivate Services from time to time. If StayPrivate changes StayPrivate Services in a manner that materially reduces their functionality, StayPrivate will inform Customer via the email address associated with the account.
  • Software. Some Services allow Customer to download StayPrivate software which may update automatically. Customer may use the software only to access StayPrivate Services. If any component of the software is offered under an open source license, StayPrivate will make the license available to Customer and the provisions of that license may expressly override some of the terms of this Agreement.

2. Customer Obligations.

  • Compliance. Customer is responsible for use of the Services by its End Users. Customer and its End Users must use StayPrivate Services in compliance with the Acceptable Use Policy. Customer will obtain from End Users any consents necessary to allow Administrators to engage in the activities described in this Agreement and to allow StayPrivate to provide StayPrivate Services. Customer will comply with laws and regulations applicable to Customer's use of StayPrivate Services, if any.
  • Customer Administration of StayPrivate Services. Customer may specify End Users as "Administrators" and "Controllers" through the administrative console. Administrators and Controllers may have the ability to access, disclose, restrict or remove Customer Data in or from Service accounts. Administrators may also have the ability to monitor, restrict, or terminate access to Servics accounts. StayPrivate’s responsibilities do not extend to the internal management or administration of StayPrivate Services. Customer is responsible for: (i) maintaining the confidentiality of passwords and Administrator and Controller accounts; (ii) managing access to Administrator and Controller accounts; and (iii) ensuring that Administrators' and Controllers' use of StayPrivate Services complies with this Agreement.
  • Unauthorized Use & Access. Customer will prevent unauthorized use of StayPrivate Services by its End Users and terminate any unauthorized use of or access to StayPrivate Services. StayPrivate Services are not intended for End Users under the age of 18. Customer will ensure that it does not allow any person under 18 to independently use StayPrivate Services. Customer will promptly notify StayPrivate of any unauthorized use of or access to StayPrivate Services.
  • Restricted Uses. Customer will not (i) sell, resell, or lease StayPrivate Services; (ii) use StayPrivate Services for activities where use or failure of StayPrivate Services could lead to physical damage, death, or personal injury; or (iii) reverse engineer StayPrivate Services, nor attempt nor assist anyone else to do so, unless this restriction is prohibited by law.
  • Third Party Requests.
  • "Third Party Request" means a request from a third party for records relating to an End User's use of StayPrivate Services including information in or from an End User or Customer's Service account. Third Party Requests may include valid search warrants, court orders, or subpoenas, or any other request for which there is written consent from End Users permitting a disclosure.
  • Customer is responsible for responding to Third Party Requests via its own access to information. Customer will seek to obtain information required to respond to Third Party Requests and will contact StayPrivate only if it cannot obtain such information despite diligent efforts.
  • StayPrivate will make commercially reasonable efforts, to the extent allowed by law and by the terms of the Third Party Request, to: (A) promptly notify Customer of StayPrivate’s receipt of a Third Party Request; (B) comply with Customer's commercially reasonable requests regarding its efforts to oppose a Third Party Request; and (C) provide Customer with information or tools required for Customer to respond to the Third Party Request (if Customer is otherwise unable to obtain the information). If Customer fails to promptly respond to any Third Party Request, then StayPrivate may, but will not be obligated to do so.

3. Third-Party Services..

If Customer uses any third-party service (e.g., a service that uses a StayPrivate API) with the Services, (a) StayPrivate will not be responsible for any act or omission of the third party, including the third party's access to or use of Customer Data and (b) StayPrivate does not warrant or support any service provided by the third party.

4. Suspension.

  • Of End User Accounts by StayPrivate. If an End User (i) violates this Agreement or (ii) uses StayPrivate Services in a manner that StayPrivate reasonably believes will cause it liability, then StayPrivate may request that Customer suspend or terminate the applicable End User account. If Customer fails to promptly suspend or terminate the End User account, then StayPrivate may do so.
  • Security Emergencies. Notwithstanding anything in this Agreement, if there is a Security Emergency then StayPrivate may automatically suspend use of StayPrivate Services. StayPrivate will make commercially reasonable efforts to narrowly tailor the suspension as needed to prevent or terminate the Security Emergency. "Security Emergency" means: (i) use of StayPrivate Services that do or could disrupt StayPrivate Services, other' use of StayPrivate Services, or the infrastructure used to provide StayPrivate Services and (ii) unauthorized third-party access to StayPrivate Services.

5. Intellectual Property Rights.

  • Reservation of Rights. Except as expressly set forth herein, this Agreement does not grant (i) StayPrivate any Intellectual Property Rights in Customer Data or (ii) Customer any Intellectual Property Rights in StayPrivate Services or StayPrivate trademarks and brand features. "Intellectual Property Rights" means current and future worldwide rights under patent, copyright, trade secret, trademark, moral rights, and other similar rights.
  • Limited Permission. Customer grants StayPrivate only the limited rights that are reasonably necessary for StayPrivate to offer the Service (e.g., hosting stored data) and for StayPrivate to implement its Compliance Policy. This permission also extends to trusted third parties StayPrivate works with to offer StayPrivate Services (e.g., payment provider used to process payment of fees).
  • Suggestions. StayPrivate may, at its discretion and for any purpose, use, modify, and incorporate into its products and services, license and sublicense, any feedback, comments, or suggestions Customer or End Users send StayPrivate or post in StayPrivate’s forums without any obligation to Customer.
  • Customer List. StayPrivate may include Customer's name in a list of StayPrivate customers on the StayPrivate website or in promotional materials.

6. Fees & Payment.

  • Fees. Customer will pay, and authorises StayPrivate to charge using Customer's selected payment method, for all applicable fees. Fees are non-refundable except as required by law. Customer is responsible for providing complete and accurate billing and contact information to StayPrivate. StayPrivate may suspend or terminate StayPrivate Services if fees are past due.
  • Auto Renewals and Trials. IF CUSTOMER'S ACCOUNT IS SET TO AUTO RENEWAL OR IS IN A TRIAL PERIOD, STAYPRIVATE MAY AUTOMATICALLY CHARGE AT THE END OF THE TRIAL OR FOR THE RENEWAL, UNLESS CUSTOMER NOTIFIES STAYPRIVATE THAT CUSTOMER WANTS TO CANCEL OR DISABLE AUTO RENEWAL. StayPrivate may revise Service rates by providing Customer at least 28 days' notice prior to the next charge.
  • Taxes. Customer is responsible for all taxes. StayPrivate will charge tax when required to do so. If Customer is required by law to withhold any taxes, Customer must provide StayPrivate with an official tax receipt or other appropriate documentation.
  • Purchase Orders. If Customer requires the use of a purchase order or purchase order number, Customer (i) must provide the purchase order number at the time of purchase and (ii) agrees that any terms and conditions on a Customer purchase order will not apply to this Agreement and are null and void.

7. Term & Termination.

  • Term. This Agreement will remain in effect until Customer's subscription to StayPrivate Services expires or terminates, or until the Agreement is terminated.
  • Termination for Breach. Either StayPrivate or Customer may terminate this Agreement if: (i) the other party is in material breach of the Agreement and fails to cure that breach within 30 days after receipt of written notice or (ii) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days.
  • Effects of Termination. If this Agreement terminates: (i) the rights granted by StayPrivate to Customer will cease immediately (except as set forth in this section); (ii) StayPrivate may provide Customer access to its account at then-current fees so that Customer may export its stored data; and (iii) after a commercially reasonable period of time, StayPrivate may delete any stored data relating to Customer's account. The following sections will survive expiration or termination of this Agreement: 2(e) (Third Party Requests), 5 (Intellectual Property Rights), 6 (Fees & Payment), 7(c) (Effects of Termination), 8 (Indemnification), 9 (Disclaimers), 10 (Limitation of Liability), 11 (Disputes), and 12 (Miscellaneous).

8. Indemnification.

  • By Customer. Customer will indemnify, defend, and hold harmless StayPrivate from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys' fees) arising out of any claim by a third party against StayPrivate and its affiliates regarding: (i) Customer Data; (ii) Customer's use of StayPrivate Services in violation of this Agreement; or (iii) End Users' use of StayPrivate Services in violation of this Agreement.
  • By StayPrivate. StayPrivate will indemnify, defend, and hold harmless Customer from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys' fees) arising out of any claim by a third party against Customer to the extent based on an allegation that StayPrivate's technology used to provide StayPrivate Services to the Customer infringes or misappropriates any copyright, trade secret, patent, or trademark right of the third party. In no event will StayPrivate have any obligations or liability under this section arising from: (i) use of any Service in a modified form or in combination with materials not furnished by StayPrivate and (ii) any content, information, or data provided by Customer, End Users, or other third parties.
  • Possible Infringement. If StayPrivate believes the Service infringes or may be alleged to infringe a third party's Intellectual Property Rights, then StayPrivate may: (i) obtain the right for Customer, at StayPrivate's expense, to continue using StayPrivate Services; (ii) provide a non-infringing functionally equivalent replacement; or (iii) modify StayPrivate Services so that they no longer infringe. If StayPrivate does not believe the options described in this section are commercially reasonable then StayPrivate may suspend or terminate Customer's use of the affected Service (with a pro-rata refund of prepaid fees for StayPrivate Services).
  • General. The party seeking indemnification will promptly notify the other party of the claim and cooperate with the other party in defending the claim. The indemnifying party will have full control and authority over the defence, except that: (i) any settlement requiring the party seeking indemnification to admit liability requires prior written consent, not to be unreasonably withheld or delayed and (ii) the other party may join in the defence with its own counsel at its own expense. THE INDEMNITIES ABOVE ARE STAYPRIVATE AND CUSTOMER'S ONLY REMEDY UNDER THIS AGREEMENT FOR VIOLATION BY THE OTHER PARTY OF A THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS.

9. Disclaimers.

QUORUM IS PROVIDED "AS IS." TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, NEITHER CUSTOMER NOR STAYPRIVATE AND ITS AFFILIATES, SUPPLIERS, AND DISTRIBUTORS MAKE ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR NON-INFRINGEMENT. CUSTOMER IS RESPONSIBLE FOR MAINTAINING AND BACKING UP ANY STORED DATA.

10. Limitation of Liability.

  • Limitation on Indirect Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT FOR STAYPRIVATE OR CUSTOMER'S INDEMNIFICATION OBLIGATIONS, NEITHER CUSTOMER NOR STAYPRIVATE AND ITS AFFILIATES, SUPPLIERS, AND DISTRIBUTORS WILL BE LIABLE UNDER THIS AGREEMENT FOR (I) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR (II) LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
  • Limitation on Amount of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, STAYPRIVATE'S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE LESSER OF £1,000 OR THE AMOUNT PAID BY CUSTOMER TO STAYPRIVATE HEREUNDER DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

11. Disputes.

  • Informal Resolution. StayPrivate wants to address your concerns without resorting to a formal legal case. Before filing a claim, each party agrees to try to resolve the dispute by contacting the other party through the notice procedures in section 12(e). If a dispute is not resolved within 30 days of notice, Customer or StayPrivate may bring a formal proceeding.
  • NO CLASS ACTIONS. Customer may only resolve disputes with StayPrivate on an individual basis and will not bring a claim in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed.

12. Miscellaneous.

  • Terms Modification. StayPrivate may revise this Agreement from time to time and the most current version will always be posted on the website, StayPrivate.com. If a revision, in StayPrivate's sole discretion, is material, StayPrivate will notify Customer (by, for example, sending an email to the email address associated with the applicable account). Other revisions may be posted to the StayPrivate terms page, and Customer is responsible for checking such postings regularly. By continuing to access or use the Service after revisions become effective, Customer agrees to be bound by the revised Agreement. If Customer does not agree to the revised Agreement terms, Customer may terminate StayPrivate Services within 30 days of receiving notice of the change.
  • NO CLASS ACTIONS. Customer may only resolve disputes with StayPrivate on an individual basis and will not bring a claim in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed.
  • Governing Law. THE AGREEMENT WILL BE GOVERNED BY UK LAW.
  • Severability. Unenforceable provisions will be modified to reflect the' intention and only to the extent necessary to make them enforceable, and the remaining provisions of the Agreement will remain in full effect.
  • Notice. Notices must be sent via first class, airmail, or overnight courier and are deemed given when received. Notices to Customer may also be sent to the applicable account email address and are deemed given when sent. Notices to StayPrivate must be sent to StayPrivate Ltd, 43-45 Portman Square, London W1H 6HN, United Kingdom.
  • Waiver. A waiver of any default is not a waiver of any subsequent default.
  • Assignment. Customer may not assign or transfer this Agreement or any rights or obligations under this Agreement without the written consent of StayPrivate. StayPrivate may not assign this Agreement without providing notice to Customer, except StayPrivate may assign this Agreement or any rights or obligations under this Agreement to an affiliate or in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets without providing notice. Any other attempt to transfer or assign is void.
  • No Agency. StayPrivate and Customer are not legal partners or agents, but are independent contractors.
  • Force Majeure. Except for payment obligations, neither StayPrivate nor Customer will be liable for inadequate performance to the extent caused by a condition that was beyond the party's reasonable control (for example, natural disaster, act of war or terrorism, riot, labour condition, governmental action, and Internet disturbance).
  • No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement. Without limiting this section, a Customer's End Users are not third-party beneficiaries to Customer's rights under this Agreement.

COMPLIANCE POLICY

StayPrivate Compliance Policy

Effective: 8th February 2017

Privacy Framework

StayPrivate respects all organisations' and individuals' rights to privacy, however, StayPrivate respects the law foremost and also recognises that organisations and individuals only retain their rights to privacy while they are not seriously disrespecting the rights of others. StayPrivate will resist any unlawful requests from governments and other third parties to access your data. StayPrivate's annual compliance report (to be first published in March 2017) will contain a section summarising all requests for information received and whether information was provided.

Although StayPrivate, as a whole, is able to access your data and information because it needs to in order to be able to deliver its Service to Clients and to allow Clients to access their own information, StayPrivate’s clients should have total confidence that, in the normal course of events, StayPrivate will not access your information. StayPrivate therefore operates a series of “Chinese walls” within its organisation so that no individual has sufficient access to the various encryption keys and database to be able to circumvent our controls and access any Client data.

Compliance Oversight

StayPrivate accepts no responsibility for the actions of any of its Clients. However, at its discretion, and where it believes that it can do so without compromising users’ rights to privacy, StayPrivate does adopt processes designed to uncover seriously unacceptable behaviour, such as child abuse. The StayPrivate Compliance Team, subject to Senior Management approval, running certain automated scripts over the StayPrivate client database. These scripts are carefully targeted and designed to uncover specific types of seriously unacceptable behaviour. The results of running these scripts are entirely anonymised. If the StayPrivate Compliance Team uncovers evidence of what it believes is seriously unacceptable behaviour then, subject to Senior Management approval, it may be allowed further access in order to gather further evidence. If the outcome of its further investigations provides strong evidence of seriously unacceptable behaviour the, again subject to Senior Management approval, the StayPrivate Compliance team may be able to gain full read access to individual Client accounts. If it uncovers criminal activity, the StayPrivate Compliance team, at its discretion, may share such information with the relevant authorities.

StayPrivate accepts no responsibility for the failure of its Compliance Team to uncover seriously unacceptable behaviour.

Annual Compliance Report

StayPrivate’s Annual Compliance Report will be first published in March 2017. The Report will contain a summary of all the various activities of the StayPrivate Compliance Team.

StayPrivate Copyright Policy

StayPrivate respects the intellectual property rights of others and expects its users to do the same. StayPrivate will respond to claims of copyright infringement committed using the StayPrivate Service and/or the StayPrivate website if such claims are reported to StayPrivate’s Designated Copyright Agent identified in the sample notice below.

If you are a copyright owner, authorized to act on behalf of one, or authorized to act under any exclusive right under copyright, please report alleged copyright infringements taking place on or through the Site by completing the following Notice of Alleged Copyright Infringement and delivering it to StayPrivate’s Designated Copyright Agent. Upon receipt of Notice as described below, StayPrivate will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged content from StayPrivate Services or Site.

Notice of Alleged Copyright Infringement ("Notice")

  • Identify the copyrighted work that you claim has been infringed, or - if multiple copyrighted works are covered by this Notice - you may provide a representative list of the copyrighted works that you claim have been infringed.
  • Identify the material or link you claim is infringing (or the subject of infringing activity) and to which access is to be disabled, including at a minimum, if applicable, the URL of the link shown on the Site or the exact location where such material may be found.
  • Provide your company affiliation (if applicable), mailing address, telephone number, and, if available, email address.
  • Include both of the following statements in the body of the Notice:

    "I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use)."

    "I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of, the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed."

  • Provide your full legal name and your electronic or physical signature.

Deliver this Notice, with all items completed, to StayPrivate's Designated Copyright Agent:

Copyright Agent

Compliance Department

StayPrivate Ltd

13th Floor 33 Cavendish Square
London W1G 0PW
United Kingdom

copyright@StayPrivate.com

ACCEPTABLE USE

StayPrivate Acceptable Use Policy

Effective: 8th February 2017

StayPrivate is used by many organisations and individuals around the world, and we thank you for the trust you have placed in us. In exchange, we trust you to use StayPrivate Services responsibly.

You agree not to misuse the StayPrivate services ("Service"). For example, you must not, and must not attempt to do the following:

  • probe, scan, or test the vulnerability of any system or network;
  • breach or otherwise circumvent any security or authentication measures;
  • access, tamper with, or use non-public areas or parts of StayPrivate Services, or shared areas of StayPrivate Services you have not been invited to;
  • interfere with or disrupt any user, host, or network, for example by sending a virus, overloading, flooding, spamming, or mail-bombing any part of StayPrivate Services;
  • plant malware or otherwise use StayPrivate Services to distribute malware;
  • access or search StayPrivate Services by any means other than our publicly supported interfaces (for example, "scraping");
  • send unsolicited communications, promotions or advertisements, or spam;
  • send altered, deceptive or false source-identifying information, including "spoofing" or "phishing";
  • promote or advertise products or services other than your own without appropriate authorisation;
  • abuse StayPrivate referrals or promotions to get more storage space than deserved;
  • abuse StayPrivate Services in a manner that circumvents their storage space limits;
  • sell StayPrivate Services or Service accounts via unauthorized channels;
  • impersonate or misrepresent your affiliation with any person or entity;
  • use automated or other means to create accounts in bulk or to access StayPrivate Services other than by using our official interface and/or apps;
  • publish or share materials that are unlawfully pornographic or indecent, or that advocate bigotry, religious, racial or ethnic hatred;
  • violate the law in any way including storing, publishing or sharing material that is fraudulent, defamatory, misleading, or that violates the privacy or infringes the rights of others.