AllenPort's terms & conditions

This Online Data Storage & Software License Agreement (the “User License Agreement”) constitutes a binding agreement between you and AllenPort Co. (“AllenPort”) which, among other rights and obligations, conditionally permits you to: (a) download a Beta copy of the AllenPort client software which is current as of the date of this Agreement (the “Software”); and (b) use that Software to access and use the data storage services described in this Agreement (the “Services”). BY DOWNLOADING, ACCESSING OR USING THE SOFTWARE, YOU AFFIRM THAT YOU HAVE READ AND AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. If you do not understand any portion of this Agreement, please e-mail or write to us as indicated in Section 14.5.

2.1 Subject to the terms and conditions of this Agreement, AllenPort grants to you a limited, non-exclusive, non-transferable and revocable license to: (a) download any number of copies of the executable version of the Software (the “Licensed Copy”) to a computer which you own or control; (b) run the Licensed Copy on that computer for the sole purpose of accessing and using the Services in accordance with this Agreement during the term of your Services subscription (“Subscription”); and (c) make one additional copy of the Software for backup and archival purposes only. We may provide you with automatic online updates to our Software from time to time in our sole discretion, in which case any such updates shall be treated as part of the Licensed Copy and subject to the terms and conditions of this Agreement. From time to time, we may require you to install an update in order to continue to access the Software and/or our Services.

2.2 You may not use the Software for any purpose except as expressly permitted in this Agreement. Without limiting the generality of the foregoing limitation, you will not, nor will you allow others to: (a) copy (other than the permitted backup copy), modify, reverse engineer, decompile, disassemble, derive the source code of, create derivative works from or otherwise exploit the Software; (b) lease, license, use, make available or distribute all or any part of the Software to any third party; (c) distribute, sell, rent, lease, sublicense, or otherwise transfer rights or charge other for use of access to the Software, whether directly or indirectly; (d) use the Software to operate in or as a time-sharing, outsourcing, service bureau, application service provider or managed service provider environment; or (e) change any proprietary rights notices which appear in the Software. Notwithstanding the foregoing, you may permit another subscriber to our Services to use your Licensed Copy to access his or her own AllenPort account, provided that you do not charge or accept a fee or any other consideration for such access to the Software, whether directly or indirectly, and such subscriber complies with the terms and conditions of this Agreement.

After you have consented to this Agreement and AllenPort has accepted your registration request, AllenPort may send to you by email information which will enable you to activate a Services account (your “Account”). In the case of a business or other non personal account, the email will be sent to the Account's nominated administrator. Upon activation, your Account will be established. You will promptly notify AllenPort of any change in the information you provide during your registration for the Services, such as a change in your mailing address, telephone numbers or email address (together with any updates provided by you from time to time under this paragraph, the "Registration Information”).

You will not be asked to consent to this Agreement every time you log in to your Account, but your use of the Software or the Services, including access to our website (the “Site”), will at all times be subject to and pursuant to this Agreement, including any modifications that may have been made since your last review of the Agreement. We may amend this Agreement at any time, in our sole discretion, by posting the amended terms on the Site and notifying you by email that you should review the revised Agreement by checking the Site. The amended terms shall automatically be effective 30 days after they are first posted on this Site, provided that we have mailed notice thereof to the email address you last provided to us for registration purposes. You agree that notice is deemed received by you when mailed to your email address, whether or not you have actually read or received the notice. This Agreement may not otherwise be amended except in a writing signed by both parties. If you do not agree with the modified terms to the Agreement, your only recourse is to terminate your Subscription within 30 days after AllenPort mailed notice of such modified terms to you by email.

Subject to AllenPort's acceptance of your registration, AllenPort’s then-current subscription policies posted on the Site (the “Subscription Policies”, as amended by AllenPort from time to time), your ongoing compliance with the terms and conditions of this Agreement (including payment of applicable subscription fees), during the term of your Subscription AllenPort will provide you with access to the Services in accordance with the selections you made during the registration process, or during a subsequent Account upgrade. Subject to this Agreement and the Subscription Policies, each Account will enable you to store, view, retrieve and otherwise access digital files in your Account up to the data limit set for your Account. You are responsible for providing all equipment, services and connectivity necessary to access your Account and the AllenPort computer servers from which the Services are delivered, including (without limitation) a computer with telephone, cable or other access to the Internet and payment of all fees associated with such access.

The files and data which you may store or retrieve from, or attempt to store or retrieve from, your Account may include text (such as documents and email communications), software files, images, sounds and other information (collectively, the “Personal Digital Assets”). You are solely responsible for ensuring, and you represent, warrant and covenant to AllenPort, that at all times you have adequate rights to copy, store, retrieve, modify or otherwise use any and all Account content, and will not use the Software, your Account or any other aspect of the Services: (a) for any purpose which is illegal or otherwise violates applicable local, state, national or international laws or regulations; (b) in a way that infringes, misappropriates or otherwise violates the privacy, copyright, patent, trade secret, trademark or other intellectual property, proprietary or personal rights of AllenPort or any third party; (c) for any spamming, chain letters or other use that may disrupt any component of the Services or the networks through which you access and use the Services; (d) in violation of any regulation, policy or procedure of any network through which you access and use the Services; (e) to access or attempt to access any Services account for which you have no access authorization, or duplicate, modify, distribute or display any of the data or files from any such account; or (f) to store, retrieve, transmit or view any Account content that contains any illegal pictures, materials or information, any harassing, libelous, abusive, threatening or harmful material of any kind or nature, any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national or international law or regulation, any code or material that violates the intellectual property rights of others, or any viruses, worms, "Trojan horses" or any other similar contaminating or destructive features.
You also agree that your Account is not designed for storing and disseminating large amounts of data to a large number of recipients. Rather, our Services are designed and intended to provide you with personal, password-controlled access to your Account content from no more than one computer at any given time. Thus, without limiting the generality of any of the other conditions or restrictions set forth in this Agreement, you may not directly or indirectly: (a) take actions which result in access, or attempts to access, your Account or Account content from more than one computer at any one time; (b) distribute your password or otherwise permit access to your Account or Account content for the purpose of file sharing; or (c) lease, license or otherwise charge others for use or access to your Account or Account content. AllenPort may use automated procedures to detect violations of this Agreement, and may immediately disable and/or terminate offending Accounts. AllenPort is not responsible for interruptions that may result from any such disabling or termination.

View our Privacy Policy.

8.1 You shall pay all applicable storage and other fees and charges to AllenPort in exchange for the provision of Services during any period of your Subscription other than an applicable promotional period during which fees do not accrue for new accounts (a “Trial Period”). Unless your Subscription expressly includes a Trial Period, your Subscription, along with the obligation to pay applicable fees, will commence immediately upon activation as described in Section 3. If your Subscription includes a Trial Period (excluding the period of use of the Beta version of the Software, where such use is covered by section 8.7 below) , unless you cancel your Subscription at least 7 calendar days prior to the end of the Trial Period, at the end of the Trial Period your Account will automatically convert from a Trial Period Account into the most basic account option then offered by AllenPort and you will be charged then-prevailing rates for that account option.

8.2 All applicable storage and other fees and charges are due and payable to AllenPort in advance, no later than the applicable monthly billing date we allocate to your Account (the "Billing Date"). You may pay using a credit card or another payment method which AllenPort may offer at the time of your payment- this is your "Billing Account". You agree that the term of your Subscription will continue on a month-to-month basis, and that your renewal of the Subscription for the next month is automatic, unless you have timely canceled your Subscription before commencement of the next Services period. You can cancel your subscription at any time by following the process outlined in Section 11. Payment shall be made without any right of set-off or deduction.

8.3 You authorize AllenPort to debit your Billing Account (as updated by the provider of that Billing Account) for any recurring or one-time charges incurred in connection with your Account. This may include additional charges where your Account exceeds its traffic limit in the period. Traffic is defined as the amount of data transferred between your computer and the AllenPort server, regardless of direction, as well as any data transferred as part of file sharing. The charge for exceeding the traffic limit will only be applied for the current billing cycle and will be reset to the chosen plan at the beginning of the next billing cycle. Such charges will be based on a percentage of cost between traffic and storage. In such an event, you will be notified by email as soon as practicable after the traffic limit has been exceeded. Where you provide Billing Account information of a third party, you represent and warrant that you have permission to do so, but you will remain liable for all charges incurred through your Account. You represent and warrant to us that you are 18 years old or over as of the date you consent to this Agreement.

8.4 If you upgrade your Subscription by selecting an additional option for your Account, the applicable rate will commence at the time you select the upgrade. If an option is deleted such that a lower cost will be incurred, then the new lower rate will start from the next Billing Period. We may change our charges or billing methods at any time, and will provide you with notice of any such changes at least 30 calendar days prior to the Billing Date when the change is to take effect. You must inform us of any billing issues or discrepancies within 60 days after they appear on your credit card or other bill issued by a third party payment processor; otherwise you waive your right to dispute such issues. AllenPort reserves the right to suspend or terminate access to the Services if your Billing Account is not paid in a timely manner, or you otherwise breach any term or condition of this Agreement.

8.5 To allow you to make uninterrupted backups even in cases where your usage exceeds the storage space limits allocated for your Account, AllenPort may from time to time, in its sole discretion, allow you to use storage space beyond the limit allocated for your Account. In such an event, you will be notified via email to reduce your data storage to the specified limit, or to upgrade your Account. In case you fail to reduce your data storage or upgrade your Account within the timeframe designated by AllenPort in such notice or the Subscription Policies, we may automatically upgrade your Account to the next available storage space allocation level that exceeds your current storage usage, or charge you for overuse at our then-current overused storage rates. If we are unable to implement the upgrade or the overuse charges due to credit card denial or for any other reason, we may suspend or cancel your Subscription without further notice.

8.6 All fees and other charges published by AllenPort are exclusive of local, state, federal and international sales, value added, excise and other taxes and duties of any kind. You shall pay all taxes, howsoever designated, to the extent attributable to this Agreement or to any service or material furnished hereunder. Your failure to pay any amount due under this Agreement shall make you liable to pay us interest at the rate of one and one-half percent (1.5%) per month (eighteen percent (18%) per annum) on the remaining amount due, or at the highest amount permitted by applicable law (if lower), such interest to accrue on a daily basis after as well as before any judgment relating to collection of the amount due. The imposition of late fees as provided above shall not constitute an election of, or our exclusive, remedy.

8.7 If you agree to use a Beta version of the Software, then you will not be asked to register any payment information when you open your account with AllenPort. However, you will be limited on the storage capacity available to you. In addition, you agree to help AllenPort by providing feedback on your experience of using the Software, and to advise any defects which you may find as you use the Software. One week before the launch of Release 2.0 of the Software (the "Launch Date"), you will be asked to update your 'My Account' information with payment information. If this is not done by the Launch Date, then you will not be able to access your account after this time. Your account will be considered terminated in accordance with section 11 and if not reactivated in accordance with section 11 your data may be destroyed by AllenPort.

WHILE ALLENPORT’S SYSTEMS INCORPORATE REGULAR CHECKS TO HELP ENSURE THAT ACCOUNT DATA IS SYNCHRONIZED BETWEEN YOUR COMPUTER AND YOUR ACCOUNT WITH ALLENPORT, OUR SERVICES ARE RUN ON SOFTWARE, HARDWARE AND NETWORKS, ANY COMPONENT OF WHICH MAY REQUIRE ROUTINE MAINTENANCE OR EXPERIENCE PROBLEMS FROM TIME TO TIME. MOREOVER, THE ELECTRONIC TRANSMISSION OF DATA AND FILES IS SUBJECT TO CONDITIONS THAT CAN MAKE SUCH TRANSMISSIONS UNRELIABLE. THUS, WE MAKE NO PROMISES AS TO THE CONTINUED AVAILABILITY OR THE FUNCTIONALITY OF THE SOFTWARE OR OUR SERVICES AND NOTIFY YOU THAT THE USE OF THE SOFTWARE AND THE SERVICES IS AT YOUR SOLE RISK. TO THE EXTENT PERMITTED BY APPLICABLE LAW THE SOFTWARE AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALLENPORT DISCLAIMS ANY AND ALL PROMISES, REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO THE SOFTWARE AND THE SERVICES, INCLUDING AS TO CONDITION, THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTY OF INFORMATION content OR SYSTEM INTEGRATION. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ALLENPORT MAKES NO PROMISE, REPRESENTATION OR WARRANTY THAT: (A) ACCESS TO THE SOFTWARE OR THE SERVICES WILL BE TIMELY, ERROR-, VIRUS- OR INTERRUPTION-FREE, OR SECURE; (B) ACCOUNT content WILL NOT BE LOST, DAMAGED OR OTHERWISE CORRUPTED; OR (C) THAT THE DATA OR FILES ON YOUR COMPUTER MAY NOT BE AFFECTED. YOU AGREE THAT YOU HAVE THE SOLE JUDGMENT OF WHAT LEVEL OF SERVICES YOU SELECT.

ALLENPORT WILL NOT BE LIABLE FOR THE COST OF REPLACEMENT SERVICES OR REPLACING ACCOUNT content, NOR FOR ANY FAILURE OR DELAY IN PERFORMANCE OF OUR OBLIGATIONS UNDER THIS AGREEMENT. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE WILL ALSO NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF FILES OR DATA, PROFIT, REVENUE OR BUSINESS INTERRUPTION), OR OTHER LOSS ARISING FROM YOUR USE OF THE SOFTWARE OR THE SERVICES OR THE LOSS OF ACCOUNT content.

You agree to defend, indemnify and hold harmless AllenPort and any related companies, along with their respective officers, directors, agents and employees, from any and all liabilities, claims and expenses, including (without limitation) reasonable legal fees, that arise from or relate to your use of the Software or the Services, including (without limitation) your breach of any condition of use or any violation, infringement or misappropriation of any third party right (intellectual property or otherwise).

11.1 The Services are offered on a month-to-month basis. Your Subscription shall commence when activated in accordance with Section 3 hereof, and shall renew automatically on a monthly basis until cancelled or terminated by you or AllenPort. You can cancel your Subscription at any time by contacting our customer service department in accordance with Section 14.5. We will process your notice within 7 calendar days from receipt and it will become effective from the next Billing Date, provided that your notice was received at least 7 calendar days prior to the Billing Date. No refunds will be given for any remaining unused time during which your Subscription is still in place.

11.2 We may terminate this Agreement at any time by giving you at least 30 days notice of such termination. In addition to other remedies, we may immediately terminate this Agreement, or otherwise immediately suspend or close your Account, without notice if we reasonably believe that you have violated your obligations under this Agreement (mainly as described in Section 6, and including non payment of charges). In such event we may remove and destroy any Account content held in your Account. AllenPort will have no liability for such termination or suspension, or any related removal or destruction of Account content.

11.3 30 days after termination of your Subscription by either party, AllenPort may remove or destroy any Account content stored on AllenPort servers. Prior to expiration of such period, AllenPort may provide you with limited access to your Account to permit you to retrieve or delete Account content (but not to change or add to existing Account content), provided that all fees due and owing to AllenPort have been paid and your Subscription was not terminated by AllenPort. Moreover, upon termination for any reason, you acknowledge that you will no longer be able to access Account content stored on your own local computer, so you must move that Account content from your local AllenPort drive to another drive on your computer prior to termination. Account content is specific to your Account; hence, purchasing a subscription to a new account will not enable you to access Account Data.

11.4 Sections 2.2, 4, 7 and 8 through 14 of this Agreement will survive termination of your Subscription and/or this Agreement.

You acknowledge and agree that any and all copyrights, patents, logos, trade secrets and all other intellectual property and proprietary rights of whatever nature in or connected with the Software, the Site and related documentation, including derivative works, are and shall remain the exclusive property of AllenPort, and nothing in this Agreement should be construed as transferring any aspects of such rights to you or any third party. AllenPort reserves any and all rights not expressly granted herein. AllenPort is a trademark of AllenPort Co. and shall not be used by you without AllenPort’s express written authorization.

13.1 Default Right of Destruction. AllenPort reserves the right to destroy all Account content stored on its servers within 30 working days after expiration of your Subscription or termination of this Agreement for any reason, as further described in Section 11.3.

14.1 Interpretation; Severability; Survival. The headings used in this Agreement are for convenience only and are not intended to be used as an aid to interpretation. If any part of this Agreement is held by a court of competent jurisdiction to be illegal or unenforceable, the validity or enforceability of the remainder of this Agreement shall not be affected and such provision shall be deemed modified to the minimum extent necessary to make such provision consistent with applicable law and, in its modified form, such provision shall then be enforceable and enforced.

14.2 Binding. This Agreement will be binding upon and inure to the benefit of the parties hereto, their respective successors and permitted assigns. This Agreement is personal to you and cannot be assigned or transferred to a third party; any attempt by Licensee to assign this Agreement without AllenPort’s prior written consent shall be null and void. There are no intended third party beneficiaries of this Agreement.

14.3 No Waiver; Limitations. AllenPort’s failure to exercise any right or remedy under this Agreement does not signify acceptance of the event giving rise to such right or remedy. No action, regardless of form, arising out of this Agreement may be brought by you more than one (1) year after the cause of action has accrued.

14.4 This Agreement shall be governed by the laws of the state of Delaware, without regard to the conflict of laws provisions thereof. In no event shall the United Nations Convention on Contracts for the International Sale of Goods or any enacted version of the Uniform Computer Information Transactions Act apply to, or govern, this Agreement. In the event that either party initiates an action in connection with this Agreement or any other dispute between the parties, the exclusive jurisdiction of such action shall be in a state or federal court located in Wilmington, Delaware. Notwithstanding the foregoing, AllenPort may seek injunctive or other equitable relief in any jurisdiction in order to protect its intellectual property rights. Any action brought under this Agreement shall be conducted in the English language. If you are located in Quebec, Canada, the following clause applies: The parties hereby confirm that they have requested that this Agreement be drafted in English. Les parties contractantes confirment qu’elles ont exigé quele présent contrat et tous les documents associés soient redigés en anglais.

14.5 Any notice under this Agreement given by you to AllenPort should be sent as indicated below, whether by first class mail or email. Any notice given to you by AllenPort will be deemed to be properly given if sent by email or first class mail to the email or traditional mail address given by you in the Registration Information. Notice sent by traditional mail shall be deemed to have been received by any party, and shall be effective on the third day after which such notice is deposited in the United States postal system, or with a reputable, expedited overnight or international courier. Either party may change its address for notice purposes upon issuance of notice thereof in accordance with this Section.

Email us at:

Write to us at: 125 Village Blvd., Suite 330, Princeton, NJ 08540

14.6 The parties enter this Agreement as, and shall remain, independent contractors with respect to one another. Nothing in this Agreement is designed to create, nor shall create between them, a partnership, joint venture, agency, or employment relationship.

14.7 ou agree to abide by applicable export and import laws and controls. The Software may not be used for nuclear activities, chemical or biological weapons, or missile projects unless authorized by the U.S. government, nor may it be shipped, transferred, transmitted or re-exported, directly or indirectly, electronically or otherwise, into (or to a national or resident of) any other country to which the United States has embargoed goods, or to any organization or company on the United States Commerce Department's "Denied Parties List." At the time of writing this includes Afghanistan, Cuba, Iran, Iraq, Libya, North Korea and Syria. By downloading or using the Software, you are agreeing to the foregoing and all applicable export control laws. You warrant that you are not under the control of, located in, or a resident or national of any such country or on any such list, and are not prohibited by the U.S. government from participating in export or re-export transactions. The information on export laws provided herein is not necessarily complete. If you are in doubt or need more information on export laws, please refer to the United States Commerce Department Bureau of Export Administration at (202) 482-2440, or (202) 482-4811.

14.8 If the Software is being licensed by or on behalf of the U.S. Government or by a U.S. Government prime contractor or subcontractor (at any tier), in accordance with 48 C.F.R. 227.7202-4 (for Department of Defense ("DOD") acquisitions) and 48 C.F.R. 2.101 and 14.214 (for non-DOD acquisitions), the government's rights in such Software and any documentation, including its rights to use, modify, reproduce, release, perform, display or disclose such Software or any documentation, will be subject in all respects to the license rights and restrictions provided in or with the Software.

14.9 AllenPort will not be liable to you by reason of any failure in performance of this Agreement if the failure arises out of the unavailability of communications facilities or energy sources, acts of God, acts of Licensee, acts of governmental authority, fires, strikes, delays in transportation, riots, terrorism, war, or any causes beyond the reasonable control of AllenPort.

14.10 This Agreement and its attachments comprise the entire agreement between the parties regarding the subject matter hereof and supersedes and merges all prior proposals, understandings and all other agreements, oral and written, between the parties relating to the subject matter of this Agreement. Except as otherwise provided herein, this Agreement may be amended or modified only in a writing executed by both