S4Encrypt End-User Licence Agreement

The S4Encrypt customised application service in conjunction with the Safe4 information delivery, storage and retrieval service (The Service) is provided by S4Encrypt Limited, 8 High Street, Heathfield, East Sussex TN21 8LS, United Kingdom (S4Encrypt). The Service comprises specific business applications with a set of online document, data and file storage services which allows customers and their authorised end users (End Users) to store files and data online, access them remotely, share them with other authorised users and to download them.

The Terms and Conditions of Use Agreement (Agreement) for Service is set out below and constitutes legally binding terms and conditions for End Users of The Service, including Safe4 websites, S4Encrypt software applications, content and any other features made available from time to time. For the purposes of this Agreement an End User is defined as any person who has been authorised to use the S4Encrypt service, whether as a member of a S4Encrypt customer or a client or any other external party who utilises a vault provided by a S4Encrypt customer.

By using S4Encrypt website(s) the End User agrees to be bound by this Agreement. If End User does not accept this Agreement End User is not authorised to use S4Encrypt applications and should leave and discontinue use of The Service.

S4Encrypt may modify this Agreement from time to time and such modification shall be effective upon posting by S4Encrypt on the S4Encrypt Website(s). If End User does not agree with such modification End User should cease using The Service. End User agrees to be bound to any changes to this Agreement when using The Service after the modification has been posted. It is therefore important that End User reviews this Agreement regularly to ensure End User is updated as to any changes.

This Agreement is specifically intended to cover the use of S4Encrypt by End Users. Any agreement entered into by Safe4 with a customer will be covered by the Safe4 Terms and Conditions for Business.

End User Licence

Usage of the S4Encrypt service requires the End User to access via an application provided to facilitate a specific business process. This will require the use of a system requiring Username, Password and other security features which may be in use from time to time. S4Encrypt Limited licences the End User to use the S4Encrypt service and any associated Safe4 vaults following each successful log in, subject to the following terms:-

1.  Prohibited Use

Use of The Service is not permitted where prohibited by law.

2.  User Warranty

By logging in or using The Service, End User represents and warrants that:

a)    End User has been duly authorised to use The Service by S4Encrypt or by a bona fide customer of S4Encrypt and such authorisation has not been terminated for any reason.

b)    If such authorisation is subject to payment of a subscription or fee, then such subscription or fee has been paid.

c)    End User will not allow any party to have access to The Service or a location in The Service for which such party is not authorised.

d)    End User’s use of The Service does not violate any applicable law or regulation.

e)    End User’s personal information in The Service is accurate and up-to-date.

f)     End User will keep Username, Password and any relevant security information confidential and will notify S4Encrypt customer support if User suspects any unauthorised use.

g)    End User is solely responsible for any and all use of The Service using the End User’s details and information.

h)    End User will not use The Service in any manner which infringes any law or regulation or which infringes the rights of any third party, nor will End User authorise or permit any other party to do so.

3.  Restricted Usage

Without limiting the foregoing, End User will not use or permit the use of The Service for any of the following activities:

a)    Criminal or other illegal activity, including without limitation child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets.

b)    Advertising to, or solicitation of, any other End User to buy or sell any products or services through The Service. End User may not use any information obtained from The Service in order to contact, advertise to, solicit, or sell to any Member without their prior explicit consent.

c)    Any automated use of The Service, such as using scripts to add users or documents or data in bulk, save with the express permission of S4Encrypt.

d)    Interfering with, disrupting, or creating an undue burden on The Service or any networks or services linked to The Service.

e)    Attempting to impersonate another End User or party, including using the account, username, or password of another End User at any time.

f)     Selling or otherwise transferring access rights including disclosing End User access details to any third party or permitting any third party to access End User’s account.

g)    Using any information obtained from The Service in order to harass, abuse, or harm another person;

h)    Using The Service in a manner inconsistent with any and all applicable laws and regulations.

4.  Rights to Upload

End User warrants that it has sufficient rights and permissions to upload documents, files or data (End User Materials) to The Service, for all documents, data and files uploaded to The Service.

a)     Ownership rights to End User Materials are not affected by such upload. In particular, by such action, S4Encrypt denies ownership rights in generality and makes no claim to additional ownership rights if such rights pre-exist.

b)    End User represents and warrants that End User upload of User Materials to The Service does not violate the privacy rights, publicity rights, intellectual property rights (including copyrights and trademarks), contract rights or any other rights of any person. End User agrees to pay for all royalties, fees, and any other monies owing any person by reason of any End User Materials uploaded by End User to The Service.

c)    Without limiting the foregoing, End User will not upload any End User Materials to The Service  which:

i)      is offensive or promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;

ii)     harasses or advocates harassment of another person;

iii)    exploits people in a sexual or violent manner;

iv)    contains nudity, violence, or offensive subject matter or contains a link to an adult website;

v)    solicits personal information;

vi)   promotes information that End User knows is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libellous;

vii)  promotes an illegal or unauthorized copy of another person’s copyrighted work, including providing pirated music or links to pirated music files;

viii)  involves the transmission of “junk mail,” “chain letters,” or unsolicited mass mailing, instant messaging, or “spamming”;

ix)   furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to making or buying illegal weapons, violating someone’s privacy, or providing or creating computer viruses;

x)    solicits passwords or personal identifying information for commercial or unlawful purposes from other End Users;

xi)   involves commercial activities and/or sales without Safe4  prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes;

xii)  includes a photograph where End User does not have sufficient consent to upload

5.  S4Encrypt Responsibility

End User acknowledges S4Encrypt responsibilities and where applicable grants S4Encrypt rights as follows:-

a)    S4Encrypt will take technical and organisational measures against unauthorised or unlawful processing of data and information including End User Materials and against accidental loss or destruction or damage to such data and information as are consistent with levels of security recognised to be in accordance with commercial best practice.

b)   S4Encrypt may delete from The Service any End User Materials that in the sole judgment of S4Encrypt violate this Agreement or which S4Encrypt deems inappropriate.

c)    S4Encrypt assumes no responsibility for any error, omission, interruption, loss, deletion, defect, theft, destruction or unauthorized access to, or alteration of any End User Materials unless S4Encrypt has been negligent. Without limiting the foregoing, S4Encrypt may irreversibly delete End User Materials when the provision of The Service to User is terminated.

d)     End User is solely responsible for the End User Materials uploaded to The Service, and for End User interactions with other End Users.

e)    S4Encrypt does not endorse and has no control over the End User Materials. End User Materials are not reviewed by S4Encrypt and does not necessarily reflect the opinions or policies of S4Encrypt.

f)     S4Encrypt makes no warranties, express or implied, as to the End User Materials or to the accuracy and reliability of the End User Materials or any material or information that End User transmits to any other End User.

g)   S4Encrypt assumes no responsibility for monitoring The Service for inappropriate End User Materials or conduct.

h)    If at any time S4Encrypt chooses, in its sole discretion, to monitor The Service, S4Encrypt nonetheless assumes no responsibility for the End User Materials, no obligation to modify or remove any inappropriate End User Materials, and no responsibility for the conduct of the End User uploading any such End User Materials.

i)      The Service contains End User Materials and other intellectual property and content owned by S4Encrypt (“ S4Encrypt Content”). S4Encrypt Content is protected by copyright, trade secret and other laws. S4Encrypt owns and retains all rights in The Service and the S4Encrypt Content. S4Encrypt hereby grants End User a limited, revocable, non-sub-licencable licence to reproduce and display S4Encrypt Content (excluding any software code) solely for End User’s use in connection with viewing the S4Encrypt Website(s) and using The Service.

6. Copyright Policy

a)    End User may not share, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information belonging to others without obtaining the prior written consent of the owner of such proprietary rights. S4Encrypt reserves the right to terminate access privileges of any End User who repeatedly infringes the copyright rights of others upon receipt of prompt notification to S4Encrypt by the copyright owner or the copyright owner’s legal agent.

b)    Without limiting the foregoing, if End User believes that End User’s property has been copied and posted on The Service in a way that constitutes copyright infringement, End User shall provide S4Encrypt with the following information:

i)    an electronic or physical signature of the person authorised to act on behalf of the owner of the copyright interest;

ii)    a description of the copyrighted work that End User claims has been infringed;

iii)   the location of the infringing material on The Service;

iv)   End User address, telephone number, and email address;

v)    a written statement by End User of a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

vi)  a statement by End User, made under penalty of perjury, that the above information in the End User’s notice is accurate and that End User is the copyright owner or authorised to act on the copyright owner’s behalf.

7. Resellers

By separate agreement, S4Encrypt may authorise User to sell The Service under End User own brand for the direct use of End User clients only. End User may not permit User clients to resell the services. End User is not an agent of S4Encrypt .

a)  If End User is or becomes a reseller of The Service End User will continue to be bound by these terms and conditions and be responsible for ensuring that End User customers are bound by terms and conditions that adequately reflect and give effect to this Agreement.

b)  End User shall not incur or purport to incur on S4Encrypt behalf any liability nor in any way pledge or purport to pledge S4Encrypt credit or to make any contract binding on S4Encrypt .

c)  No default by End User customers shall in any way affect, modify or limit User obligations under this Agreement.

8. Term and Termination

a)  This Agreement shall remain in full force and effect while a party is an End User or Customer or Reseller of The Service.

b)  S4Encrypt may suspend the provision of The Service to End User and/or terminate provision without notice to End User if End User:

i.    fails to pay any sums due to S4Encrypt as they fall due.

ii.    breaches any term of this Agreement.

iii.   is a company and goes into liquidation or suffers the appointment of an administrator or administrative receiver or enters into a voluntary arrangement with its creditors.

c) S4Encrypt reserves the right, in its sole discretion, to suspend the provision of The Service to any End User and/or terminate usage at any time, without warning if any breach of this Agreement occurs.

9. Privacy

Use of The Service is also governed by the S4Encrypt Privacy Policy, which is incorporated into this Agreement by this reference.

10. Indemnity

End User shall indemnify S4Encrypt and keep S4Encrypt indemnified and held harmless from and against any breach by End User of this Agreement and any claim brought against S4Encrypt by a third party resulting from the provision of The Service by S4Encrypt to End User and including, without limitation, all claims, actions, proceedings, losses, liabilities, damages, costs, expenses (including reasonable legal costs and expenses), howsoever suffered or incurred by S4Encrypt in consequences of End User breach or non-observance of any of the terms of this Agreement including if any End User Material posted on the S4Encrypt Websites or through The Service causes S4Encrypt to be liable to another party.

11. Limitation of Liability

a)  S4Encrypt will not be responsible for any incorrect or inaccurate content uploaded to the S4Encrypt Websites or in connection with The Service, whether caused by End Users of The Service or by any of the equipment or programming associated with or utilised in The Service.

b)  S4Encrypt is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the Internet or on The Service or combination thereof.

c)  S4Encrypt is not responsible for any error, omission, interruption, loss, deletion, defect, theft, destruction or unauthorized access to, or alteration of any content End User may upload to The Service.

d)  The S4Encrypt Website may contain links to other websites. S4Encrypt is not responsible for the content, accuracy or opinions expressed on such websites, and such websites are in no way investigated, monitored or checked for accuracy or completeness by S4Encrypt . Inclusion of any linked website on The Service does not imply approval or endorsement of the linked website by S4Encrypt. When End User accesses these third-party sites, End User does so at own risk.

e)  S4Encrypt is not responsible for the conduct, whether online or offline, of any End User of The Service.

f)  All conditions, terms, representations and warranties relating to The Service supplied under this Agreement, whether imposed by statute or operation of law or otherwise, that are not expressly stated in these terms and conditions including, without limitation, the implied warranty of satisfactory quality and fitness for a particular purpose are hereby excluded to the extent applicable under English law.

g)  Nothing in these terms and conditions shall exclude S4Encrypt liability for death or personal injury resulting from S4Encrypt negligence.

h)  S4Encrypt total aggregate liability to Customer or End User for any claim in contract, tort, negligence or otherwise arising out of or in connection with the provision of The Service shall be limited to the amount paid by Customer or End User to S4Encrypt in respect of the services which are the subject of any such claim in the twelve months prior to the claim arising.

i)  In any event no claim shall be brought unless S4Encrypt is notified of the claim within one month of it arising.

j)  In no event shall S4Encrypt be liable for any loss of business, contracts, profits or anticipated savings or for any other indirect or consequential or economic loss whatsoever.

12. Non-Waiver 

Any forbearance or failure by S4Encrypt to enforce a provision to which End User is subject shall not affect S4Encrypt right to require such performance at any subsequent time, nor shall the waiver or forbearance by S4Encrypt of any breach of any provisions of the agreement herein be taken to be or held to be a waiver of the provision or provisions itself of themselves.

13. Law 

This Agreement shall be governed by and construed in accordance with English law and End User hereby submits to the exclusive jurisdiction of the English courts.

14. Headings 

Headings are included in this Agreement for convenience only and shall not affect the construction or interpretation of this Agreement.

15. Entire Agreement 

Except where expressly acknowledged by S4Encrypt in a prior dated agreement between End User and S4Encrypt , these terms and conditions together with any documents expressly referred to in them, contain the entire Agreement between End User and S4Encrypt relating to the subject matter covered and supersede any previous Agreements, arrangements, undertakings or proposals, written or oral between End User and S4Encrypt in relation to such matters. No oral explanation or oral information given by any party shall alter the interpretation of these terms and conditions. In agreeing to this Agreement, End User confirms that End User has not relied on any representation other than those expressly stated in this Agreement and End User agrees that End User has no remedy in respect of any misrepresentation which has not been made expressly in this Agreement.