Product Agreement

General

This End User License Agreement (the "Agreement"), including the Privacy Policy, Terms of Service, and Frequently Asked Questions (FAQs), which are incorporated herein by reference (collectively, the "Terms"), are a binding contract between you and Genie9 Ltd. ("G Cloud"), a UK company based in London. You understand and agree that by installing, accessing, or using the software, products, services, applications, and associated documentation and Enhancements (collectively, the "G Cloud Products"), you will be bound by these Terms. If you agree to these Terms on behalf of a business or organization, you represent and warrant that you have the authority to bind that business or organization to these Terms. If you do not agree with these Terms, G Cloud is not willing to license to you and you may not use the G Cloud Products.

Your License

G Cloud Products are licensed and not sold to you. During the term of your subscription, G Cloud grants to you a revocable, limited, non-transferable, non-exclusive license to use G Cloud Products, solely in connection with the backup of your data. Except for the limited license granted in these Terms, G Cloud and its licensors retain all right, title, and interest in and to the G Cloud Products, all copies thereof, and all proprietary rights therein, including copyrights, patent, trademark, and trade secret rights.

You may not copy or distribute G Cloud Products, except to the extent that copying is necessary to use G Cloud Products for the purposes set forth herein. You may not reverse engineer, decompile, disassemble, modify, or create derivative works of G Cloud Products. You may not alter or modify any disabling mechanism which may be included in G Cloud Products. You may not assign, sublicense, rent, timeshare, loan, lease, or otherwise transfer G Cloud Products, or directly or indirectly permit any third party to copy G Cloud Products. You may not remove any proprietary notices from G Cloud Products. All use of G Cloud Products shall be in accordance with these Terms and its then-current documentation.

How It Works

G Cloud Products save a copy of each file that is automatically selected for backup and other files you designate for backup (your "Backed-up Data") to a server operated by Amazon. G Cloud Products automatically scan for changes or additions to the Backed-up Data and then periodically re-save a copy or a part of a modified file or create a copy of a newly designated file.

Your Backed-up Data may not be available or restorable if:

• G Cloud has not completed copying your selected files or changed files;
• For files, folders, or disk drives that are not automatically backed up, you do not manually select them for backup, or you unselect a file for backup;
• You delete a person from your G Cloud account;
• You move a file to a location on your computer that is not automatically scanned;
• Your computer is unable to access the internet or to Amazon S3 Storage;
• You fail to follow G Cloud technical requirements;
• You terminate your license or fail to renew your subscription.

Enhancements and Feedback

Enhancements

G Cloud may (i) automatically update G Cloud Products installed on your computer without your prior notice, (ii) upgrade, enhance, change, and modify (collectively, the "Enhancements") G Cloud Products, or (iii) discontinue or retire G Cloud Products or any aspect or feature of G Cloud Products at any time and from time to time in its sole discretion. Any Enhancements made available to you will be subject to these Terms. Changes to these Terms will be effective upon acceptance for new subscriptions and effective for all existing users thirty (30) calendar days after posting.

Feedback

You may provide feedback to G Cloud with respect to the G Cloud Products. G Cloud may use feedback for any purpose without obligation of any kind. To the extent a license is required under your intellectual property rights to make use of the feedback, you hereby grant G Cloud an irrevocable, non-exclusive, perpetual, royalty-free license to use the feedback in connection with G Cloud business.

Term

Term and Termination

These Terms and your license to the G Cloud Products will commence at the time and on the day you install, access, or use G Cloud Products, whichever is earlier. These Terms, your license, and your subscription to the G Cloud Products will automatically terminate or expire upon the earlier of (i) non-renewal, cancellation, or expiration of your subscription or your failure to pay invoices when due, (ii) G Cloud discontinuance of the G Cloud Products, or (iii) failure to comply with these Terms.

Effect of Non-Renewal or Termination

Upon any non-renewal, termination, or expiration of your subscription to the G Cloud Products (i) the license granted herein will automatically and immediately terminate and you will have no further right to possess or use the G Cloud Products, (ii) the G Cloud Products may be disabled by G Cloud without notice to you, and (iii) you will no longer have the right to access or retrieve your Backed-up Data. You acknowledge and agree that G Cloud policy is to automatically delete all of your Backed-up Data upon non-renewal, termination, or expiration of your subscription.

Trial and Evaluation Licenses

You may try the G Cloud Products prior to paying for a full subscription by licensing a trial, evaluation, or other limited versions (an "Evaluation Version"). Your license to an Evaluation Version of the G Cloud Products will automatically terminate upon the earlier of (i) the expiration or cancellation of the evaluation period, (ii) when the G Cloud Product is no longer made available, (iii) when G Cloud cancels your license to the Evaluation Version, or (iv) when your computer has not accessed the G Cloud server for more than thirty (30) calendar days.

Unlimited and Lifetime Plans

For users on Unlimited and Lifetime plans (one-time payment), G Cloud reserves the right to archive accounts that remain inactive—defined as having no login, backup, or restore activity—for more than ninety (90) consecutive days. Archived accounts may be moved to cold or limited-access storage and will be retained for up to twelve (12) months from the date of archival. After this retention period, the account and all associated data will be permanently deleted and unrecoverable.

G Cloud will make reasonable efforts to notify users at the email address on file at least thirty (30) days before scheduled deletion. It is the user's responsibility to maintain accurate contact information. G Cloud does not guarantee indefinite storage or availability of accounts or data under Lifetime or unlimited plans and reserves the right to apply fair usage and data retention policies.

Disclaimer of Warranties; Indemnification; Limitation of Liability

THE G CLOUD PRODUCTS ARE PROVIDED "AS IS," "WHERE IS," "AS AVAILABLE," "WITH ALL FAULTS" AND, TO THE FULLEST EXTENT PERMITTED BY LAW, WITHOUT WARRANTY OF ANY KIND. G CLOUD AND ITS LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE G CLOUD PRODUCTS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE.

Governing Law and Arbitration

These Terms shall be governed, construed, and enforced in accordance with the laws of the United Kingdom without reference to conflicts of law principles. The parties agree that the exclusive jurisdiction of any actions arising out of, relating to, or in any way connected with these Terms, shall be in the state or federal courts, as applicable, located in the City of London, UK.

Additional Terms

Privacy

See G Cloud Privacy Policy for information and notices concerning G Cloud collection, use and security of your personal information.

Export

You shall not export, directly or indirectly, the G Cloud Products to any country for which the United Kingdom requires an export license or other governmental approval. You shall not use the G Cloud Products to store, backup, or distribute child pornography or other illegal files or data.

Termination and Fair Use Policy

G Cloud SHALL HAVE THE ABSOLUTE AND UNILATERAL RIGHT IN ITS SOLE DISCRETION TO DENY USE OF AND ACCESS TO ALL OR ANY PORTION OF G CLOUD PRODUCTS OR SERVICES TO USERS WHO ARE DEEMED BY G CLOUD TO BE USING THE G CLOUD PRODUCTS OR SERVICES IN A MANNER NOT REASONABLY INTENDED BY G CLOUD OR IN VIOLATION OF LAW.

General

These Terms, which incorporate the Privacy Policy, Product Agreement, and Frequently Asked Questions (FAQs), constitute the entire understanding of the parties and supersede all prior and contemporaneous written and oral agreements with respect to the subject matter hereof.