Terms of Service Agreement
Last updated: January 17, 2023
I. Acceptance of Terms of Service
The eSilo service (“Service”) is owned and operated by Paradox Capital Ventures LLC, a Florida corporation doing business as eSilo (“eSilo”). The Service is provided to you, the user, under the terms and conditions of this Terms of Service Agreement, and any operating rules or policies that may be published by eSilo from time to time. By signing a purchase agreement, quote, statement of work (SOW) or contract, or by completing the registration process, or clicking the “I Agree” button during the installation of eSilo-provided software, you are indicating your agreement to be bound by all the terms and conditions of this Terms of Service Agreement.
II. Description of Service
The Service is a backup, storage and retrieval service intended to provide you with the capability to send and receive files via a secure internet connection.
III. eSilo’s Obligations, Rights and Limitations
eSilo will, upon receipt of the appropriate fees and subject at all times to your compliance with the terms of this Terms of Service Agreement: (a) establish an account within the eSilo database which will enable you at any time during the term of this Terms of Service Agreement to store data files on the servers provided by eSilo for that purpose; (b) grant you the license (the “License”) at any time during the term of the Agreement to access the Service through the use of eSilo provided software for the purpose of backing up data, storing data, and retrieving such data from the eSilo servers.
eSilo will endeavor to restrict access to the data and files you store or retrieve to persons accessing such data and files using approved and authorized means of access. eSilo will make every effort to ensure the highest standards of security and data integrity be maintained. In no event, however, will eSilo be liable to you for the cost of procurement of substitute goods, service or technology or for any general, specified, special, punitive or consequential damages. In addition, eSilo shall not be liable for any damages or losses arising out of the use of or inability to use the Service. To the extent that all or part of this limitation may be void under any state or federal law, or for any other reason whatsoever, you agree and understand that in no event shall eSilo’s liability for loss or damage exceed the total fee paid by you for the Service during the previous twelve (12) months.
IV. Customer’s Obligations, Rights and Limitations
You agree to comply with all applicable laws in your use of the Service. You agree to provide your own equipment and for your own access to the internet at your own cost. You also agree to provide current, complete and accurate information about yourself as prompted to do so by the Service and to maintain an update of this information as required by the Service. All information requested on the original signup shall be referred to as the registration data. You grant eSilo the right to disclose to third parties certain registration data about you in order to fulfill the Service. eSilo retains the right to terminate this Terms of Service Agreement to the extent any information provided by you is inaccurate.
You shall not use the Service for any unlawful purpose and you undertake to use the Service in the manner consistent with all applicable laws. You will not store any data that (a) contains illegal pictures, materials or information; (b) infringes upon the intellectual property rights of others; and (c) knowingly contains viruses, worms or other software with similar contaminating or destructive features. You further agree not to use the Service in the course of any conduct intended to harass, threaten or abuse, another person or organization; or to distribute unsolicited commercial e-mail (spam).
V. Fee Schedule
You are liable and responsible for the payment of any and all applicable taxes, service charges and user fees imposed by any governmental authority. Further, you acknowledge that the fee schedule may change from time to time, at the discretion of eSilo.
VI. Proprietary Rights
You acknowledge that the content, including but not limited to text, software, music, sound, photographs, video, graphics or other material contained in either advertisements, e-mails, web pages, downloaded material and other information presented to you by eSilo is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws; therefore, you are only permitted to use this content as expressly authorized by this Terms of Service Agreement, as it may be modified from time to time. You may not copy, reproduce, distribute, or create derivative works from the information covered herein without the express written authority of eSilo.
VII. Modification of Terms of Service
eSilo reserves the right to modify the Terms of Service Agreement by posting any modification on its web page. Also, its modifications will become effective thirty (30) days after posting and eSilo shall not incur any liability to you or any third party in respect to such modification. Your continued use of the Service constitutes an affirmative acknowledgment of the Terms of Service, as modified, and an agreement by you to abide and be bound by the Terms of Service Agreement, as modified. You agree that it is your responsibility to periodically review the eSilo website to ensure that your use of the Service complies with any modifications.
VIII. Breach and Remedies
eSilo reserves the right to terminate this Terms of Service Agreement for breach of any of the Terms of Service Agreement or for nonpayment of applicable fees. You will receive notification of a thirty (30) day right to cure. All information within the Service will be blocked during the cure period until all breaches of the Terms of Service Agreement have been cured. In order to cure any breaches of the Terms of Service, you may be required to pay late fees in the amount of 1.5% of the outstanding balance and administrative fees compounded on a monthly basis.
After the thirty (30) day right to cure period, if the breach is not cured, eSilo reserves the right to delete all information relating to your account from its servers. For purposes of this Terms of Service Agreement, a breach of the Terms of Service Agreement shall include a breach under any other agreement between you and eSilo.
You agree to indemnify and hold eSilo its officers and employees and its subsidiaries, affiliates and parent companies, harmless from any claim or demand, including reasonable attorneys fees, made by any third party due to or arising out of your use of the Service, the violation of this Terms of Service Agreement by you or the infringement by you or another user of the Service using your computers, of any intellectual property or other right of any person or entity.
X. Disclaimer of Warranty
You assume responsibility for your use of the Service which is provided to you on an “as-is” and an “as-available” basis. Under no circumstances will eSilo on behalf of itself or any affiliate or subsidiary, assume any liability with regard to your use of the Service. In particular, it is your responsibility to protect the security of your passwords and eSilo encryption key(s) to ensure that only authorized users have access to your account and data. Your password and eSilo encryption key will be stored by eSilo in an encrypted database. In the event of a lost or forgotten password, eSilo may reset your password on your behalf or allow you to reset your own password. In the event of a lost or forgotten eSilo encryption key, eSilo may assist in the recovery of that encryption key, provided eSilo’s requirements for account ownership and security verification are met.
You further acknowledge that you assume full responsibility for the quality of the information that you back up and retrieve from the Service, and that it is your responsibility to monitor the service to confirm data transfers and backups are completing as expected, and to test the recoverability of your backup files by performing a sample data restore. eSilo makes no representation or warranty that the Service will meet your requirements, or that the Service will be uninterrupted, timely or error free; nor does eSilo make any warranty or representation as to the results that may be obtained from the use of the Service or as to the accuracy or reliability of any information obtained through the Service or that defects in the software will be corrected. eSilo expressly disclaims all warranties and representations of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement. The only warranties and representations made by eSilo are those contained in this Terms of Service Agreement, as modified from time to time.
XI. Governing Law
This Terms of Service Agreement will be governed by the federal laws of the United States of America and by the laws of the State of Florida. You acknowledge and agree that the only venue permissible for any legal dispute between you and eSilo shall lie in the appropriate court in Palm Beach County, Florida. You further agree to subject yourself to the personal jurisdiction of the courts of the State of Florida in Palm Beach County.
XII. Assignment; Survival
Neither party shall assign all or any portion of the Contract without the other party’s prior written consent, which consent shall not be unreasonably withheld; provided, however, that either party may, without such consent, assign this Agreement, in whole or in part, in connection with the transfer or sale of all or substantially all of the assets or business of such Party relating to the product(s) to which this Agreement relates. The Contract shall bind and inure to the benefit of the successors and permitted assigns of the respective parties. Any assignment or transfer not in accordance with this Contract shall be void.
In order that the parties may fully exercise their rights and perform their obligations arising under the Contract, any provisions of the Contract that are required to ensure such exercise or performance (including any obligation accrued as of the termination date) shall survive the termination of the Contract.
To the extent that any portion of this Terms of Service Agreement is deemed by a court of competent jurisdiction to be unenforceable, the remainder of the Terms of Service Agreement between you and eSilo shall remain intact and unchanged.
XIII. Limitation of Action
Any claim arising out of this Terms of Service Agreement shall be commenced by you within six (6) months from the date that the cause of action in respect to such claim arose, failing which you shall be barred from any further prosecution of that claim.
XIV. Terms of the Agreement
This Terms of Service Agreement may be terminated by either party upon the giving of thirty (30) days’ written notice via e-mail notification of such intent to terminate. In the event such notice is given, you must inform us in writing via e-mail and insert the e-mail at which you wish to be contacted prior to the expiration of the termination period, if you wish to have eSilo immediately delete all stored data so that the data will no longer be accessible to you. You acknowledge and understand that eSilo will delete all your data immediately upon expiration of the termination period with no liability to you whatsoever.
Your account will automatically renew at the end of each period corresponding to the plan that you select when you purchase the Service. If you do not wish to renew, you must follow the notification procedure outlined above.