Last Modified: September 9, 2024
These terms and conditions (the “Agreement”) govern your purchase of Products and/or Services offered by Secure Data, Inc., Secure Data Recovery, LLC, and Secure Data Software, LLC (the particular entity applicable to your purchase shall be referred to herein as “Secure Data”). (However, if you entered into a separate written contract with Secure Data, the terms of that contract shall govern your purchase of the Products and/or Services specifically identified therein, and the terms and conditions below shall not apply as to those purchases only.)
PLEASE READ THIS AGREEMENT CAREFULLY. BY MAKING A PURCHASE FROM SECURE DATA (INCLUDING BY WEBSITE OR PHONE ORDER) YOU ACKNOWLEDGE THAT: (A) YOU HAVE READ THE ENTIRE AGREEMENT, (B) YOU UNDERSTAND ITS TERMS AND CONDITIONS, AND (C) YOU AGREE TO BE BOUND BY THEM.
YOU MAY NOT ORDER OR OBTAIN PRODUCTS OR SERVICES FROM SECURE DATA IF YOU (A) DO NOT AGREE TO ALL THESE TERMS AND CONDITIONS, (B) ARE NOT THE OLDER OF (i) AT LEAST 18 YEARS OF AGE OR (ii) THE LEGAL AGE TO FORM A BINDING CONTRACT WITH SECURE DATA, OR (C) ARE PROHIBITED BY ANY APPLICABLE LAW FROM MAKING SUCH PURCHASE. PARENTS OR GUARDIANS AGREE TO BE LEGALLY RESPONSIBLE FOR ALL PURCHASES MADE BY MINORS OR OTHERS UNDER THEIR CARE.
PLEASE NOTE THAT ALL ACCEPTED ORDERS (AS DEFINED BELOW) ARE FINAL, NON-CANCELABLE, AND NON-REFUNDABLE.
1. Parties to the Agreement
The parties to this Agreement shall be comprised of (i) you individually, or if you are making a purchase as an authorized representative of a company or organization, then you on behalf of that entity (referred to herein as “you”, “your”, etc.); and (ii) the particular Secure Data entity providing the Product or Service you purchased (referred to herein as “Secure Data”, “we”, “us”, “our”, etc.). If you have any questions concerning the identity of the Secure Data entity applicable to your purchase, please contact us at https://www.securedata.com/contact.
2. Orders and Acceptance
a. You agree that your order is an offer to buy, under the terms and conditions herein, all Products and/or Services listed in your order. All orders must be accepted by us (as defined in Section 2.c below) or we will not be obligated to sell the Products or Services to you. We may choose not to accept any orders in our sole discretion. While we make every effort to ensure that Products and Services appearing on our website or marketing materials are available, we cannot guarantee that they are in stock or immediately available when you submit your order. Product pictures shown on our website or marketing materials may vary from the Products you order. Product specifications are subject to change without notice.
b. By submitting your order, you are making a legally binding offer. Further, you thereby consent to: (i) the use of electronic communications in order to enter into contracts and place orders with us; and (ii) the electronic delivery of notices, policies and records of transactions initiated or completed by you online or by phone.
c. Our acceptance of your order and the formation of the contract of sale between Secure Data and you only occurs at such time that (i) we have responded to you with a written confirmation (including by email) acknowledging our receipt of your order, and (ii) 24 business hours (i.e., not including any hours on Saturdays, Sundays, or holidays) have passed since we sent such written confirmation. Prior to this acceptance, we may cancel or reject your order at any time for any or no reason in our sole discretion, which we will communicate to you during the aforementioned 24 business-hours period.
d. Secure Data sells Products and Services through its website solely for end use by customers. Secure Data does not appoint you or anyone acting on your behalf as a reseller, distributor or other agent or representative of Secure Data, and therefore purchase of Products or Services for resale is strictly prohibited. Purchase for resale means the purchase of a Product or Service by someone who resells, or intends to resell, the Product or Service to others (consumers, businesses, or any other third party).
e. We do not warrant that prices, quotations, anticipated delivery dates, and descriptions made or referred to on our website or marketing materials are accurate, free of typographical errors, complete, reliable, current, or error-free. We reserve the right to cancel any orders arising from such errors. Promotional prices may be offered for select Products or Services and may be subject to additional terms related to such promotion. Prices, quotations and descriptions made on our website or marketing materials are subject to availability, do not constitute an offer, and may be withdrawn or revised at any time prior to our acceptance of your order (as defined in Section 2.c above).
f. We reserve the right to modify or discontinue a Product or Service (or any part or content thereof) with or without notice at any time. We shall not be liable to you or any third party for any modification, price change, suspension or discontinuance of a Product or Service.
3. Pricing and Payment
a. All prices posted on our website or in our marketing materials are subject to change without notice. The price charged for a Product or Service will be the price in effect at the time the order is placed. Price increases will only apply to orders placed after such changes. Posted prices may not include sales taxes or shipping costs, for which you are responsible.
b. Full payment for the Products and/or Services you purchased, as well as any applicable sales taxes and shipping charges, shall be required to be made at the time the order is placed.
c. You represent and warrant that: (i) any credit card or other payment information you supply to us is true, correct, and complete; (ii) you are duly authorized to use such credit card or payment method for the purchase; (iii) charges incurred by you will be honored by your credit card company or applicable financial institution; (iv) you will pay charges incurred by you at the posted prices, including all applicable sales taxes and shipping charges, if any; and (v) you authorize Secure Data to charge you for any Products or Services purchased using your payment method.
4. Shipments; Delivery
a. We will arrange for shipment of any Products to you. Please check our website or contact us for available delivery options. You are required to pay all shipping charges. Where any Product includes software (“Software”), for Software delivered electronically, we will deliver such Software and a license key via email and/or download.
b. Delivery must be to a valid address that is not in any country where such transaction is prohibited by U.S. law (see Section 12 below) and is subject to our acceptance (“Delivery Address”). You are responsible for checking the Delivery Address on any order confirmation or acceptance we provide. If you have provided us with an incorrect Delivery Address, you must notify us immediately. We reserve the right to charge you for any extra costs arising from changes you make to the Delivery Address after you submit an order. We are not responsible for any mis-deliveries resulting from incorrect or incomplete information provided by you.
c. Where possible, we try to deliver all items which you have ordered at the same time. Delivery times vary according to your selected Delivery Address, availability of your items, and the time of day you place your order. A signature may be required for delivery. Shipping and delivery dates are estimates only and cannot be guaranteed. We are not liable for any delays in shipments.
d. Title and risk of loss for Products (other than Software) purchased shall both pass to you upon our delivery to the shipment carrier.
e. If you refuse or fail to take delivery of any Products purchased, any risk of loss or damage to the Products shall be borne by you, and without prejudice to any other rights or remedies we have, we will remain entitled to payment in full for those Products.
5. Software Use and License Rights
For Software, you acknowledge and agree that:
a. The purchase of any Software under this Agreement shall mean the purchase of a limited license to use the Software in accordance with the license terms made available for such Software. Those license terms shall be incorporated into this Agreement as if fully restated herein, and they shall control to the extent there is any conflict with the terms of this Agreement.
b. Notwithstanding any contrary term in Section 4.d, for Software, your license rights and risk of loss passes to you upon the provision to you of a download link for Software, or your receipt of a license key, via email or other electronic delivery method. Software orders are not eligible for return upon the provision of such download link, license key, email or other electronic delivery method.
c. You will comply with all terms and conditions of the specific license agreement for any Software you obtain from Secure Data, including all confidentiality obligations and restrictions on the resale, use, reverse engineering, copying, making, modifying, improving, sublicensing and transfer of such licensed Software
d. You will not cause, induce or permit others’ noncompliance with the terms and conditions of any of these Software license agreements.
6. Demos / Free Products
Any demo Products we offer, including but not limited to Software, are provided to you free of charge. You use them at your own risk. It is solely your responsibility to determine whether the demo Product is suitable for your use; and, to the maximum extent permitted by applicable law, we shall have no liability to you whatsoever related to that use. For the avoidance of any doubt, you agree that Section 8 (Warranties; Disclaimers) and Section 11 (Limitation of Liability) below apply to your use of any demo Products offered by Secure Data.
7. Returns and Refunds
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DO NOT OFFER ANY RETURNS OR REFUNDS ONCE YOUR OFFER TO BUY PRODUCTS AND/OR SERVICES HAS BEEN ACCEPTED BY US (AS DEFINED IN SECTION 2.C ABOVE).
8. Warranties; Disclaimers
EXCEPT AS TO ANY LIMITED WARRANTIES EXPLICITLY INCLUDED ON OUR PRODUCT PACKAGING, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (1) THE PRODUCTS AND SERVICES THAT YOU PURCHASE FROM US ARE PROVIDED TO YOU “AS IS,” AND YOUR USE IS AT YOUR OWN RISK; AND (2) WE DO NOT MAKE, AND HEREBY DISCLAIM, ANY AND ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF THIRD-PARTY RIGHTS, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. FURTHER, WE DO NOT WARRANT THAT ANY SOFTWARE WILL OPERATE WITHOUT INTERRUPTION OR ERROR OR THAT THE SOFTWARE WILL BE FREE OF BUGS, VIRUSES, TROJAN HORSES, DESTRUCTIVE COMPUTER CODES, OR THE LIKE. ADDITIONAL DISCLAIMERS AND LIMITATIONS RELATING TO SOFTWARE YOU PURCHASE MAY BE INCLUDED IN THE LICENSE AGREEMENT GOVERNING THE USE OF THE SOFTWARE, AND YOU AGREE TO BE BOUND BY SUCH TERMS.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY WARRANTIES ARE PERSONAL TO YOU AND ARE NON-TRANSFERABLE AND NON-ASSIGNABLE, AND ANY WARRANTIES PROVIDED FOR OUR PRODUCTS OR SERVICES ONLY EXTEND TO YOU ON THE UNDERSTANDING THAT YOU ARE A USER AND NOT A RESELLER OF THOSE PRODUCTS OR SERVICES.
9. Customer Representations; Indemnification
a. By making your purchase, you represent and warrant that:
i. Any information provided by you for purposes of the Product(s) or Service(s) purchased is true and accurate. We shall not be liable for any loss, damage, or delay in the event that the information you provided is incorrect or incomplete.
ii. You are the owner, or are otherwise lawfully authorized, to provide us with any information, data, device or equipment necessary for the Product(s) or Service(s).
iii. You will not use our Product(s) or Service(s) for any illegal or unauthorized purpose.
iv. When using our Services, you will not: (1) transmit any worms or viruses or any code of a destructive nature; or (2) reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service.
b. You agree to indemnify, defend and hold harmless Secure Data and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, and employees, from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of your representations or obligations under this Agreement. Further, any such breach may result in the immediate termination of your Services.
10. Customer Data Files – Deletion and Confidentiality
Certain of our Services (e.g., online file repair) may require you to electronically upload your data files to us. If so, and you wish to delete any copies of those uploaded data files after completion of the Service, it is solely your responsibility to do so using the means we provide for such deletion. You can contact us at https://www.securedata.com/contact if you have any questions. You understand and agree that we bear no responsibility for any loss or damage arising from or related to uploaded data files that you did not delete after completion of the Service.
If you email us any of your data files, you understand and agree that copies of those data files will be maintained on our servers and computer storage systems. We agree to keep those data files confidential, except to the extent we are required (1) by applicable law to disclose them to law enforcement or other governmental authorities or (2) by lawfully issued subpoena. We will attempt in good faith to contact you prior to making any such disclosure.
11. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LIABILITY OF SECURE DATA, ITS AFFILIATES AND EACH OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, VENDORS, LICENSORS AND SUPPLIERS (COLLECTIVELY, “THE SECURE DATA PARTIES”) TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT OR ANY PRODUCT OR SERVICE PURCHASED BY YOU SHALL NOT EXCEED THE COST OF SAME, OR ONE THOUSAND U.S. DOLLARS ($1,000 USD), WHICHEVER IS GREATER, REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH LIABILITY IS IMPOSED. UNDER NO CIRCUMSTANCES SHALL THE SECURE DATA PARTIES BE LIABLE TO YOU IN CONTRACT, TORT, STRICT LIABILITY, WARRANTY OR OTHERWISE, FOR ANY SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, SUCH AS (BUT NOT LIMITED TO) DELAY, DISRUPTION, LOSS OF PRODUCT, LOSS OF ANTICIPATED PROFITS OR REVENUE, LOSS OF DATA, LOSS OF USE OF EQUIPMENT OR SYSTEM, NON-OPERATION OR INCREASED EXPENSE OF OPERATION OF OTHER EQUIPMENT OR SYSTEMS, COST OF CAPITAL, OR COST OF PURCHASE OR REPLACEMENT EQUIPMENT OR SYSTEMS, EVEN IF THE SECURE DATA PARTIES HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
YOU AGREE THAT YOU HAVE SOLE RESPONSIBILITY FOR ADEQUATE PROTECTION AND BACKUP OF DATA AND/OR EQUIPMENT USED IN CONNECTION WITH THE PRODUCTS OR SERVICES AND WILL NOT MAKE A CLAIM OF ANY NATURE AGAINST THE SECURE DATA PARTIES FOR LOST DATA, INACCURATE OUTPUT, WORK DELAYS, OR LOST PROFITS RESULTING FROM THE USE OF, OR INABILITY TO USE, THE PRODUCTS OR SERVICES.
12. Export Restrictions
Certain Products offered by Secure Data may be subject to such U.S. laws and regulations as shall from time to time govern the licensing and delivery of technology and goods abroad by persons subject to the jurisdiction of the United States, including the Export Administration Act of 1979, as amended, and the Export Administration Regulations issued by the Department of Commerce, International Trade Administration, Office of Export Administration. If such laws and regulations are applicable to the Product(s) you purchased, you agree to comply with the Export Administration Act of 1979, as amended, and the Export Administration Regulations issued by the Department of Commerce, International Trade Administration, Office of Export Administration. You agree that (a) you shall obtain all permits and approvals necessary to export the Product(s) and (b) you shall not, directly or indirectly, export, re-export the Product(s), associated technical data, media or product, to countries to which export or re-export is prohibited under the Export Administration Regulations or otherwise contravene the Export Administration Regulations or other U.S. laws and regulations governing the same in effect from time to time.
13. Governing Law and Jurisdiction
Any claim arising from or relating to this Agreement, or your purchase of Products or Services, are governed by the laws of Ohio without regard to conflicts of laws principles. You and we agree: (a) to submit to the exclusive jurisdiction of the state and federal courts located in Cuyahoga County, Ohio, for the resolution of any and all such claims; and (b) to submit to, and not object to, the exercise of personal jurisdiction by those courts for any and all such claims.
14. Assignment
You will not assign any of your rights or delegate any of your obligations under this Agreement without our prior written consent. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves you of any of your obligations under this Agreement.
15. No Waiver
We may waive a provision of this Agreement only by a writing, signed by a duly authorized representative of Secure Data, that expressly waives said provision. No waiver by us of any breach of this Agreement shall waive any preceding or succeeding breach.
16. No Third-Party Beneficiaries
The terms and conditions in this Agreement do not and are not intended to confer any rights or remedies upon any person other than you.
17. Force Majeure
We will not be liable or responsible to you, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in our performance hereunder when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.
18. Severability
In the event that any provision of this Agreement is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from this Agreement and such determination shall not affect the validity and enforceability of any other remaining provisions.
19. Entire Agreement; Modification
This Agreement constitutes the full and complete agreement between you and Secure Data, and supersedes any and all other agreements or understandings, whether written oral, between you and Secure Data with respect to the Products and/or Services purchased under this Agreement. This Agreement can be modified or amended only by a separate and distinct written agreement signed by a duly authorized representative of Secure Data.
20. Interpretation
a. The headings used in this Agreement are included for convenience only and will not limit or otherwise affect the terms and conditions herein.
b. Any ambiguities in the interpretation of this Agreement shall not be construed against the drafting party.
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