MYWORKDRIVE, LLC SUBSCRIPTION AGREEMENT

THE SERVICES ARE PROVIDED ONLY ON THE CONDITION THAT THE SUBSCRIBER AGREES TO THE TERMS AND CONDITIONS IN THIS SUBSCRIPTION AGREEMENT (“AGREEMENT”) BETWEEN SUBSCRIBER AND MYWORKDRIVE. BY ACCEPTING THIS AGREEMENT OR BY USING THE SERVICES, SUBSCRIBER ACKNOWLEDGES IT HAS READ, UNDERSTANDS, AND AGREES TO BE BOUND BY THIS AGREEMENT.
1.0 Definizioni.
“Order” means a purchase commitment mutually agreed upon between (1) MyWorkDrive and Subscriber, or (2) a MyWorkDrive authorized reseller and Subscriber.
"Office Online" indica Microsoft Office Online soggetto ai termini di utilizzo e all'informativa sulla privacy di Microsoft.
Per "Capacità consentita" si intende il numero consentito di utenti per l'accesso ai file Web MyWorkDrive
Per “Portale” si intende una struttura basata sul web utilizzata dall'Abbonato per configurare e gestire i Servizi.
Per “Servizi” si intende Accesso Web e inoltro file MyWorkDrive.
“Software” means MyWorkDrive’s proprietary software applications.
Per “Aggiornamenti software” si intendono determinate modifiche o revisioni del Software o dei servizi.
“Subscriber” means the individual, company, jointly owned subsidiaries and their parent company, or other legal entity that has placed an Order and registered its details on the MyWorkDrive Portal at: https://www.myworkdrive.com/login
Per "Abbonamento" si intende un diritto non esclusivo e non trasferibile di utilizzare il software di accesso remoto per la condivisione di file MyWorkDrive in conformità al presente Contratto e all'Ordine.
Per “Commissioni di sottoscrizione” si intendono le commissioni concordate in un Ordine.
“Durata dell'Abbonamento” indica il periodo di tempo concordato in un Ordine.
Per "Virus" o "Malware" si intende il software o il codice di programma progettato per danneggiare o ridurre le prestazioni o la sicurezza di un programma o di dati informatici.
“MyWorkDrive” means MyWorkDrive, LLC., a North Carolina Limited Liability company doing business as MyWorkDrive with offices located at 101 Europa Drive, Suite 150 Chapel Hill, NC 27517, USA.

“MyWorkDrive Entities” means MyWorkDrive, its parent entity, their affiliates, and their licensors and/or resellers, including but not limited to their employees, contractors, officers and directors.
Per "Larghezza di banda media per postazione" si intende la larghezza di banda totale utilizzata nelle prestazioni di hosting MyWorkDrive divisa per il numero di postazioni.
“Permitted Number of Seats” means the number of Seats displayed as “Users” within the Subscription area of the Portal for MyWorkDrive Service.
“MyWorkDrive” means the MyWorkDrive file cloud hosting transfer service including Software, Connectors , Relays, Networks and Software together with applicable documentation and media.
Per “Postazione” si intende ciascun utente autorizzato ad accedere o utilizzare il Servizio, direttamente o indirettamente.
Per "Contenuto Web" si intendono tutti i dati e le richieste di dati elaborati da MyWorkDrive, inclusi ma non limitati a quelli a cui si accede utilizzando i protocolli Internet HTTPS e SSH.

2.0 Subscription and Grant of Right to Use. Subject to the terms and conditions of this Agreement, MyWorkDrive will provide Subscriber the Subscription at the Permitted Capacity set forth in the Order for the Subscription Term. Subscriber may use MyWorkDrive solely for Subscriber’s own internal business operations (not for the benefit of any other person or entity) during the Subscription Term, provided Subscriber has paid and continues to pay the Subscription Fees. MyWorkDrive may terminate provision of the Service at the end of a Subscription Term unless Subscriber continues to pay Subscription Fees for the Service. Subscription Fees are nonrefundable. MyWorkDrive may audit Subscriber’s systems to confirm Subscriber’s authorized use of the Services. You agree to complete any request for information within ten (10) business days of the request for audit in a form and format reasonably satisfactory to us. You warrant to us that all information provided in the course of the audit is true, accurate and complete. You agree to immediately remit to us any shortfall in payment disclosed by such software audit including any late charges. In lieu of such audit, and upon written request at any time, you will certify your compliance with the terms of this Agreement in writing, signed by an officer or senior executive. MyWorkDrive will limit any requests for audit or a certification of compliance to no more than once per calendar year . Subscriber may not rent, lease or timeshare the Services or provide subscription services for the Services or permit others to do so. Subject to the terms of this Agreement, Subscriber may allow its agents and independent contractors to use the Services solely for the benefit of Subscriber; provided, however, Subscriber remains responsible for any breach of this Agreement. Any other use of the Services by any other entity is forbidden and a violation of this Agreement.

3.0 Fornitura di Servizi.
3.1 MyWorkDrive will use commercially reasonable efforts to provide the Services for the Subscription Term. MyWorkDrive makes no service commitment for MyWorkDrive hosting that is determined by MyWorkDrive to be excessive or made available as an open file transfer site or that does not meet our minimum security requirements; (1) require a minimum password length of 8 characters for all domain users and (2) meet’s Microsoft’s definition of complexity as defined in default domain policy. Failure to meet these requirements may cause Services to be throttled or shut down by MyWorkDrive without notice. MyWorkDrive makes no service commitment for MyWorkDrive Cloud Connector Relay Service or Microsoft Office 365 Online file editing services.
3.2 If MyWorkDrive determines that the security or proper function of the Services would be compromised due to, hacking, denial of service attacks or other activities originating from or directed at Subscriber’s network, MyWorkDrive may immediately suspend the Services until the problem is resolved. MyWorkDrive will promptly notify and work with Subscriber to resolve the issues.
3.3 If the Services are suspended or terminated, MyWorkDrive will reverse all configuration changes made during Service enrollment. It is Subscriber’s responsibility to make the server configuration changes necessary to remove MyWorkDrive software from all servers and client devices.
3.4 MyWorkDrive may modify, enhance, terminate, replace, or make additions to the Services at any time. MyWorkDrive may use Tunneling, Relay, reverse proxy’s, SSH, SSL, and other information passing through the Services for the purposes of provisioning, developing, analyzing, maintaining, reporting on, and enhancing the MyWorkDrive Services and products. MyWorkDrive may collect statistical information for reporting purposes on the number of user logins and bandwidth utilization to assess compliance with subscription licensing including: number of users logged in daily, weekly, monthly and annually, data uploaded/downloaded daily, weekly, monthly, annually.
Subscriber understands MyWorkDrive does not access, store, house or control customer data at any time. All files remain on Subscriber’s own servers and all authentication is done locally by Subscriber’s internal active directory. MyWorkDrive has no access to any logins, back-doors or authentication mechanisms to Subscriber’s MyWorkDrive server or files and is unable to comply with any legal requests for Subscriber’s data. If Subscriber does choose to enable our Microsoft Office Online Edit feature or Cloud Connector (optional) then and only then, will any data traverse our network which is in an encrypted TLS 1.2 data stream. Access to this data is locked down to Subscriber’s Microsoft Office 365 hosts and is available only during that Office file edit session. Any files edited in Office 365 are stored in temporary storage on Microsoft’s servers and are removed when file editing is complete. MyWorkDrive reserves the right to (i) modify, alter or terminate the Microsoft Office Online Edit feature or Cloud Connector service at any time and (ii) offer it separately ‘paid only’ service in the future. All the terms of service for MyWorkDrive, including, without limitation, ’No Warranty’, ‘Indemnification’, ‘Limitation of Liability’ terms apply to MyWorkDrive cloud connector and Office 365 Online Service.
3.5 Prior to enrollment in MyWorkDrive and at any time during the Subscription Term, MyWorkDrive may test whether Subscriber’s MyWorkDrive system is acting as an Open file share site. If MyWorkDrive finds the system to be acting as an Open Relay through its relay network, MyWorkDrive will inform Subscriber and may suspend the Service until the problem is resolved.
3.6 If Subscriber is using the Services to distribute Spam or Malware, MyWorkDrive may suspend the Services until the problem is resolved.
3.7 If in any one (1) calendar month the number of connections to MyWorkDrive secure relay network is greater than thirty thousand (30,000), MyWorkDrive may terminate Subscriber’s relay connection immediately until resolved by Subscriber.
3.8 If in any one (1) calendar month the Average Bandwidth Per Seat flowing through the MyWorkDrive secure relay network (Office 365 relay or Cloud Connector *.myworkdrive.net) is greater than 1.00Mbps, MyWorkDrive may terminate Subscriber’s relay connection immediately until resolved by Subscriber.

4.0 Obblighi dell'Abbonato.
4.1 Subscriber will (a) comply with all applicable laws, statutes, regulations and ordinances, (b) only use the Services for legitimate business purposes which may include sending and receiving business and personal email or Web Content by its employees, and (c) not use the Services to transmit Spam, Malware or Circumvent any third-party licensing requirements.
4.2 L'Abbonato deve (a) avere l'autorità, i diritti o le autorizzazioni per utilizzare tutti i server registrati sui Servizi, (b) ottenere tutti i consensi necessari dalla sua gestione.
4.3 Subscriber will defend, indemnify and hold MyWorkDrive Entities harmless against any loss, damage or costs (including settlement costs and reasonable attorneys’ fees) incurred in connection with any claims, demands, suits, or proceedings (“Claims”) made or brought against MyWorkDrive Entities by a third party alleging or related to Subscriber’s (i) violation of its obligations in this Agreement; (ii) infringement of intellectual property rights; (iii) civil or criminal offenses; (iv) transmission or posting of obscene, indecent, or pornographic materials; (v) transmission or posting of any material which is slanderous, defamatory, offensive or abusive..

5.0 Intellectual Property Rights. The Services and all related intellectual property rights are the exclusive property of MyWorkDrive or its licensors. All right, title and interest in and to the Services, any modifications, translations, or derivatives thereof, even if unauthorized, and all applicable rights in patents, copyrights, trade secrets, trademarks and all intellectual property rights in the Services remain exclusively with MyWorkDrive or its licensors. The Services are valuable, proprietary, and unique, and Subscriber agrees to be bound by and observe the proprietary nature of the Services. The Services contain material that is protected by patent, copyright and trade secret law, and by international treaty provisions. Subscriber may not remove any proprietary notices of MyWorkDrive or any third party. The Services include software products licensed from third parties. Such third parties have no obligations or liability to Subscriber under this Agreement but are third party beneficiaries of this Agreement. All rights not granted to Subscriber in this Agreement are reserved to MyWorkDrive. No ownership of the Services passes to Subscriber. MyWorkDrive may make changes to the Services at any time without notice. Except as otherwise expressly provided, MyWorkDrive grants no express or implied right under MyWorkDrive patents, copyrights, trademarks, or other intellectual property rights.

6.0 Protezione e restrizioni.
6.1 Each party (the “Disclosing Party”) may disclose to the other (the “Receiving Party”) certain confidential technical and business information which the Disclosing Party desires the Receiving Party to treat as confidential. “Confidential Information” means any information disclosed by either party to the other party, either directly or indirectly, in writing, orally, electronically or by inspection of tangible objects (including without limitation documents, prototypes, equipment, technical data, trade secrets and know-how, product plans, services, suppliers, customer lists and customer information, prices and costs, markets, software, databases, developments, inventions, processes, formulas, technology, employee information, designs, drawings, engineering, hardware configuration information, marketing, licenses, finances, budgets and other business information), which is designated as “Confidential,” “Proprietary” or some similar designation at or prior to the time of disclosure, or which should otherwise reasonably be considered confidential by the Receiving Party. Confidential Information may also include information disclosed to a Disclosing Party by third parties. Confidential Information shall not, however, include any information which the Receiving Party can document (i) was publicly known and made generally available prior to the time of disclosure by the Disclosing Party or an authorized third party; (ii) becomes publicly known and made generally available after disclosure through no action or inaction of the Receiving Party in violation of any obligation of confidentiality; (iii) is already in the possession of the Receiving Party at the time of disclosure; (iv) is lawfully obtained by the Receiving Party from a third party without a breach of such third party’s obligations of confidentiality; or (v) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
6.2 Subscriber will take all reasonable steps to safeguard the Services to ensure that no unauthorized person has access and that no unauthorized copy, publication, disclosure or distribution, in any form is made. The Services contain valuable, confidential information and trade secrets and unauthorized use or copying is harmful to MyWorkDrive. Subscriber may not directly or indirectly transfer, assign, publish, display, disclose, rent, lease, modify, loan, distribute, or create derivative works based on the Services or any part thereof. Subscriber may not reverse engineer (except as required by law in order to ensure interoperability), decompile, translate, adapt, or disassemble the Services, nor shall Subscriber attempt to create the source code from the object code for the Software. Any third party software included in the Services may only be used in conjunction with the Services, and not independently from the Services. Subscriber may not, and shall not allow third parties to, publish, distribute or disclose the results of any benchmark tests performed on the Services without MyWorkDrive’s prior written approval. Subscriber understands that Office 365 Online is a Microsoft service and use of Microsoft 365 Office Online is subject to Microsoft’s terms of use, licensing and privacy policies. Subscriber is solely responsible to ensure they are fully licensed for all MyWorkDrive users utilizing Office 365 Online and that they are not in violation of any Microsoft licenses, terms, conditions, laws, rules and/or regulations.

7.0 Garanzia limitata.
7.1 For the duration of the Subscription Term, MyWorkDrive warrants that Services will operate in substantial conformance with the then current MyWorkDrive published documentation under normal use. MyWorkDrive does not warrant that: (A) the Services will be free of defects, (ii) satisfy Subscriber’s requirements, (iii) operate without interruption or error, (iv) always allow or block access to the transmission of all desired connections, Malware, applications and/or files, or (v) identify every transmission or file that should potentially be allowed or blocked.
7.2 MyWorkDrive will use reasonable efforts to remedy any significant non-conformance in Services which is reported to MyWorkDrive and that MyWorkDrive can reasonably identify and confirm. MyWorkDrive at its discretion will repair or replace any such non-conforming or defective Services, or refund a pro-rata portion of the unused Subscription Fees paid for the remainder of the then current term. This paragraph sets forth Subscriber’s sole and exclusive remedy and MyWorkDrive’s entire liability for any breach of warranty or other duty related to the Services. Any unauthorized modification of the Services, tampering with the Services, use of the Services inconsistent with the accompanying documentation, or related breach of this Agreement voids the warranty. EXCEPT AS EXPLICITLY STATED AND TO THE EXTENT ALLOWED BY LAW, THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICES. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE NOT RELIED ON ANY WARRANTIES.

8.0 Limitation of Liability. EXCEPT AS REQUIRED UNDER APPLICABLE LAW, MYWORKDRIVE ENTITIES, WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, ARISING OUT OF OR RELATED TO THIS AGREEMENT INCLUDING, BUT NOT LIMITED TO CLAIMS FOR LOSS OF DATA, GOODWILL, OPPORTUNITY, REVENUE, PROFITS, OR USE OF THE SERVICES, INTERRUPTION IN USE OR AVAILABILITY OF DATA, STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS, PRIVACY, ACCESS TO OR USE OF ANY ADDRESSES, EXECUTABLES OR FILES THAT SHOULD HAVE BEEN LOCATED OR BLOCKED, NEGLIGENCE, BREACH OF CONTRACT, TORT OR OTHERWISE AND THIRD PARTY CLAIMS, EVEN IF MYWORKDRIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT AS REQUIRED UNDER APPLICABLE LAW, IN NO EVENT WILL MYWORKDRIVE’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT ACTUALLY PAID TO MYWORKDRIVE FOR THE APPLICABLE SERVICES OVER THE PRECEEDING 12 MONTH PERIOD PRIOR TO THE EVENT OUT OF WHICH THE CLAIM AROSE FOR THE SERVICES THAT DIRECTLY CAUSED THE LIABILITY.

9.0 Termination. This Agreement is effective until the end of the Subscription Term, or until terminated by either party. Service evaluation subscriptions are available for a period of up to thirty (30) days and are subject to the terms and conditions of this Agreement. Evaluation subscriptions may only be used to evaluate and facilitate Subscriber’s decision to purchase a subscription to Services. At the end of the evaluation period, Subscriber must either pay the applicable Subscription Fees or this Agreement terminates as related to the evaluation. Subscriber’s continued use of the Services after an evaluation period is subject to this Agreement. Subscriber may terminate this Agreement at any time upon notice to MyWorkDrive’s address for all written notices required under this Agreement as listed below (“Notice Address”), or by emailing support@myworkdrive.com.
Notice Address:
MyWorkDrive, LLC
PO Box 2428
Chapel Hill, NC 27515
However in no event shall Subscriber be entitled to a refund of any prepaid or other fees. MyWorkDrive may terminate this Agreement if MyWorkDrive finds that Subscriber has violated the Agreement. Upon notification of termination by either party, Subscriber must uninstall any Software, cease using and destroy or return all copies of the Services to MyWorkDrive, and certify in writing that all known copies thereof, including backup copies, have been destroyed. Sections 1, 5-9, and 13 shall survive the termination of this Agreement.

10.0 Data Privacy. Subscriber will comply with all applicable laws and regulations, including those of other jurisdictions that may apply to Subscriber, concerning the protection of personal data. Subscriber must obtain any required employee consents addressing the interception, reading, copying or filtering of documents. Neither party will use any data obtained via the Service for any unlawful purpose.

11.0 Government Restricted Rights. The Services are provided with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in FAR52.227-14 and DFAR252.227-7013 et seq. or its successor. Use of the Services by the U.S. Government constitutes acknowledgment of MyWorkDrive’s proprietary rights therein.

12.0 Export. Certain Services are subject to export controls of the United States and other countries (“Export Controls”). Export or diversion in violation of U.S. law is prohibited. U.S. law prohibits export or re-export of the software or technology to specified countries or to a resident or national of those countries (“Prohibited Country” or “Prohibited Countries”). It also prohibits export or re-export of the software or technology to any person or entity on the U.S. Department of Commerce Denied Persons List, Entities List or Unverified List; the U.S. Department of State Debarred List; or any of the lists administered by the U.S. Department of Treasury, including lists of Specially Designated Nationals, Specially Designated Terrorists or Specially Designated Narcotics Traffickers (collectively, the “Lists”). U.S. law also prohibits use of the software or technology with chemical, biological or nuclear weapons, or with missiles (“Prohibited Uses”). Subscriber represents and warrants that it is not located in, or a resident or national, of any Prohibited Country; that it is not on any Lists; that it will not use the software or technology for any Prohibited Uses; and that it will comply with Export Controls.

13.0 General. For the purposes of customer service, technical support, and as a means of facilitating interactions with its subscribers, MyWorkDrive may periodically send Subscriber messages of an informational or advertising nature via email, and provide account information to related third-parties. Subscriber may choose to “opt-out” of receiving these messages or information sharing by sending an email to support@MyWorkDrive.com requesting the opt-out. Subscriber acknowledges and agrees that by sending such email and “opting out” it will not receive emails containing messages concerning upgrades and enhancements to Services. However, MyWorkDrive may still send emails of a technical nature. Subscriber acknowledges that MyWorkDrive may use Subscriber’s company name only in a general list of MyWorkDrive customers. MyWorkDrive owns any suggestions, ideas, enhancement requests, feedback, or recommendations provided by Subscriber relating to the Services. Subscriber may not transfer any of Subscriber’s rights to use the Services or assign this Agreement to another person or entity, without first obtaining prior written approval from MyWorkDrive. Any dispute arising out of or relating to this Agreement or the breach thereof shall be governed by the federal laws of the United States and the laws of the State of North Carolina, USA; without regard to or application of choice of laws, rules or principles. Both parties hereby consent to the exclusive jurisdiction of the state and federal courts in North Carolina, USA, for all claims. The parties expressly waive any objections or defense based upon lack of personal jurisdiction or venue. The application of Uniform Computer Information Transactions Act (UCITA), the Uniform Commercial Code (UCC) or the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Except for payment of fees, neither party will be liable for any delay or failure in performance to the extent the delay or failure is caused by events beyond the party’s reasonable control, including, fire, flood, acts of God, explosion, war or the engagement of hostilities, strike, embargo, labor dispute, government requirement, civil disturbances, civil or military authority, disturbances to the Internet, and inability to secure materials or transportation facilities. This Agreement constitutes the entire agreement between the parties regarding the subject matter herein and the parties have not relied on any promise, representation, or warranty, express or implied, that is not in this Agreement. Any waiver or modification of this Agreement is only effective if it is in writing and signed by both parties or posted by MyWorkDrive at https://www.myworkdrive.com/terms-of-service. The waiver or failure of a party to exercise in any respect any rights provided for in this Agreement shall not be deemed a waiver of any further right under this Agreement. If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be severed from this Agreement and the other provisions shall remain in full force and effect, if part of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall be interpreted so as reasonably to affect the intention of the parties. MyWorkDrive is not obligated under any other agreements unless they are in writing and signed by an authorized representative of MyWorkDrive.