Last updated: October 12, 2009
This is a legal agreement between you ("User" or "You") and Neovan Networks, Inc. ("Neovan Networks"); please read it carefully. By using or accessing this website or any website hosted at neovannetworks.com (the "Sites"), or by accessing or using any part of the Neovan Networks proprietary file transmission services (together with the Sites, the "Service"), you agree to be bound by these Terms of Service and by the Neovan Networks Privacy Policy, which are collectively referred to as the "Agreement". If you do not agree to these terms then you have no right to access or use the Service. The terms of this Agreement, as modified by Neovan Networks from time to time in accordance with the next paragraph, will govern all your future use of the Service.
Neovan Networks may revise these Terms of Service and the Privacy Policy from time to time. Each revision will be marked with a revision date and will be posted on the Sites. Neovan Networks recommends that you review this page from time to time to note any changes. By continuing to access or use the Service, you agree to be bound by any Terms of Service and Privacy Policy in effect at the time of such access or use. If you do not agree to the modified terms then you must cease using the Service.
Neovan Networks may modify, suspend, or discontinue, temporarily or permanently, the Service and may remove or delete any User Files (defined below) at any time, in its sole discretion.
Subject to the terms and conditions of this Agreement, Neovan Networks makes the Service available to User. For the purposes of this Agreement, "User" (or "you") means the individual or business entity that is using or registering to use the Service, including its employees and agents.
The Service enables the User to store and send to others files that they provide ("User Files"). Neovan Networks offers several accounts types, which fall into the following categories: free trial, professional, and corporate. Free Trial accounts are offered at no charge, for a limited period of time. The other account types are subscription services requiring periodic payments (monthly or annually, depending on the account type). A more detailed description of the Service, and the features associated with different account types, can be found on the Pricing page.
You acknowledge and agree that Neovan Networks may establish revised practices and policies concerning use of the Service, including without limitation, the maximum size of the file that a user may store and send through the Service, the maximum number of days that a file will be stored by the Service, the maximum number of times a user may access the Service in a given period of time, the maximum monthly bandwidth that a user may utilize, and the maximum number of recipients to which a user may send a User File. Notwithstanding the foregoing, the features and limitations in effect when you began your then-current subscription term will remain in effect for the remainder of such subscription term.
The only software needed to access the Service is a standard Web browser. However, Neovan Networks may make certain software applications available to users that offer additional ways to access the Service. Such software will be made available by Neovan Networks under the terms of an end user license agreement, which you should read prior to installing that software.
All right, title, and interest in and to the Service is and will remain the exclusive property of Neovan Networks and its licensors. The Service is protected by copyright, trademark, and other laws of both the United States and foreign countries. Except as expressly permitted in this Agreement, you may not reproduce, modify, or prepare derivative works based upon, distribute, sell, transfer, publicly display, publicly perform, transmit, or otherwise use the Service.
Neovan Networks does not claim any ownership rights in any User Files that you make available through the Service. However, by making User Files available through the Service, you grant Neovan Networks the non exclusive, worldwide, transferable right, on a royalty-free basis, with a right to sublicense this right only to third parties assisting Neovan Networks in providing the Service, to use, copy, distribute and process User Files on the Sites and through the Service on your behalf and on behalf of your customers solely for the purposes of ensuring secure transfer and delivery of such User Files.
Neovan Networks, Inc., the Neovan Networks logo, and all other Neovan Networks trademarks, service marks, product names, and trade names of Neovan Networks appearing on the Service are owned by Neovan Networks. All other trademarks, service marks, product names, and logos appearing on the Service are the property of their respective owners. You may not use or display any trademark, service mark, product name, trade name, or logo appearing on the Service without the owner’s prior written consent.
In order to use the Service and send User Files, you or your company must register and create a Neovan Networks account. You may create a Neovan Networks account on the Pricing Page. Once you have created an account, you will be a "Registered User." In creating an account, you agree to provide accurate, current, and complete information.
You are responsible for safeguarding the password that you use to access the Service. You agree not to disclose your password to any third party. You agree to take sole responsibility for any activities or actions under your password, whether or not you have authorized such activities or actions. You will immediately notify Neovan Networks of any unauthorized use of your password. You are responsible for keeping your account information current and accurate; Neovan Networks will have no liability for failure to deliver notices that result from inaccurate account information or otherwise.
Neovan Networks offers its Service, as described on the Neovan Networks website (www.neovannetworks.com) and as published within the Service, for monthly or annual fees (the "Fees") which you will pay to Neovan Networks by authorized credit card or check. The Fees applicable for the Service are available at www.neovannetworks.com and as published within the Service. Neovan Networks reserves the right to change the Fees or applicable charges and to institute new charges at any time, upon thirty (30) days prior notice to you (which may be sent by e-mail).
Your authorized credit card will automatically be charged Fees on a recurring monthly or annual basis, depending on which account type you have selected. The Fees will automatically be charged to your authorized credit card, in advance, on or about the renewal date for your account. In the event you cancel the Service, Neovan Networks will not refund any Fees already paid by you.
Your Neovan Networks account will be considered delinquent if your credit card company refuses for any reason to pay the amount billed to it and that amount remains unpaid at the beginning of the next accounting cycle. The Service may be suspended, archived or purged from system if account is delinquent for more than 30 days. Neovan Networks may impose a charge to restore archived data from delinquent accounts.
If you believe Neovan Networks has billed you incorrectly, you must contact Neovan Networks no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Neovan Networks's Customer Support department ( ).
Neovan Networks may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Neovan Networks thirty (30) days after the mailing date of the invoice, or the Service may be terminated. Unpaid invoices are subject to interest of 1% per month on any outstanding balance, or the maximum permitted by law, plus all expenses of collection. Please remember that Neovan Networks bills you immediately for the extra features you order. You will initially be charged a pro-rated charge for the upgrade based on the number of days left until your regular billing date. Subsequently, you will be billed for all subscription charges on the normal billing date for your account. If you choose to cancel the extra features after your card has been billed for the month, you will not be reimbursed for the days you did not use the features.
For more information about the subscription services and available payment methods, refer to the Pricing Page.
Neovan Networks from time to time offers coupons, credits and special promotional offers to prospective customers, and reserves the right to discontinue or modify these coupons, credits and special promotional offers at our discretion. The Free Trial offer associated with Neovan Networks entitles subscribers to a one-time free trial usage of the service for evaluation purposes.
You have sole responsibility for all User Files that you store on Neovan Networks servers through use of the Service. You acknowledge and agree that Neovan Networks will not be responsible for any failure of the Service to store a User File, for the deletion of a User File stored on the Service, or for the corruption of or loss of any data, information or content contained in a User File.
We may communicate with users from time to time via email to send information about important changes to our products and services, and to send notices and other disclosures required by law. By providing your email address, you agree to these communications, but they will be primarily informational in nature rather than promotional and will be strictly limited in number. We follow a strict no-spam policy.
You will not use the service to transmit, route, provide connections to or store any material that contains illegal or obscene material or fosters or promotes illegal activity, including but not limited to, the promotion or publication of any material that may violate legislation.
It is our policy to (1) block access to or remove material that we believe in good faith to be copyrighted material that has been illegally copied and distributed by any of our users; and (2) remove and discontinue service to repeat offenders. Users are prohibited from storing or posting adult content. All material of a pornographic nature is considered adult content. Neovan Networks reserves the right to determine what violates this policy.
Neovan Networks reserves the right to immediately suspend or terminate any account or transmission that violates this policy, without prior notice.
Neovan Networks will cooperate fully with any criminal investigation into a user's violation of any act of law concerning child exploitation, including child pornography. Neovan Networks will involve and cooperate with law enforcement and the National Center for Missing & Exploited Children if a criminal violation is suspected. This may result in disclosing all information available to Neovan Networks including but not limited to information contained in user's profiles, folders, transmissions, communications, passwords, or any other information Neovan Networks considers applicable. Any user involved in such file transfers through Neovan Networks will also be permanently removed from our service.
You will not use the service to transmit, route, provide connections to or store any material that infringes any copyrights or otherwise violates or promotes the violation of the intellectual property rights of any third party. Neovan Networks has adopted and implemented a policy that provides for the termination in appropriate circumstances of the accounts of users who repeatedly infringe or are believed to be infringing the rights of copyright holders. Neovan Networks reserves the right, in its sole discretion, at any time, to remove User Files that it believes to be in violation of this Agreement.
Neovan Networks seeks to protect and enforce the rights of copyright holders around the world. Therefore, Neovan Networks seeks to comply with the Digital Millennium Copyright Act of the United States, 17 U.S.C. § 512 (“DMCA”) and its take down provisions. Any users of this web site who are designated by Neovan Networks as repeat infringers of the DMCA will be denied access to the Site in the future, in accordance with Neovan Networks's DMCA Policy.
Neovan Networks, in its sole and absolute discretion, may take any reasonably necessary measures to terminate or prevent access users who infringe the intellectual property rights of others. Neovan Networks reserves the right to remove, delete, or deny access to materials, data, or files which Neovan Networks, in good faith, has determined to be infringing material.
If you believe that a user of the site has infringed your intellectual property rights, please notify Neovan Networks's Copyright Agent, and provide the following information:
(a) A physical or electronic signature of the person authorized to act on behalf of the owner of the intellectual property right.
(b) An identification of the intellectual property claimed to have been infringed.
(c) A detailed description of the material that you claim is infringing, so that we may locate it, including the URL where the infringing material appears.
(d) Your address, telephone number, and email address.
(e) A statement by you that you have a good faith belief that the allegedly infringing use is not authorized by the intellectual property rights owner, its agent, or the law.
(f) A statement, made under penalty of perjury, by you that the above information is accurate and that you are authorized to act on behalf of the owner of the intellectual property rights involved.
Neovan Networks's Copyright Agent can be reached at this email address: .
Neovan Networks may be required to disclose information to individuals asserting rights under the DMCA. You hereby authorize Neovan Networks to release information about you, and/or the materials, data or files uploaded through our site if required by law or subpoena without notice to you, and in accordance with our Privacy Policy.
As a condition to your use of the Service, you agree not to:
Neovan Networks will have the right to investigate and prosecute violations of any of the above, including without limitation possible infringement of any intellectual property rights and possible security breaches, to the fullest extent of the law. Neovan Networks may involve and cooperate with law enforcement authorities in prosecuting users who violate this Agreement. You acknowledge that, although Neovan Networks has no obligation to monitor your access to or use of the Service, it has the right to do so for the purpose of operating the Service, to ensure your compliance with this Agreement, or to comply with applicable law or the order or requirement of a court, administrative agency, or other governmental body. Neovan Networks reserves the right at all times to disclose, in its sole discretion, any User Files as necessary to (a) satisfy any law, regulation, or governmental request or (b) reduce or prevent what Neovan Networks considers to be, in its sole discretion, a serious or imminent threat to your health or safety, or the health or safety of another.
The Service may contain links to third-party websites. You acknowledge and agree that Neovan Networks is not responsible or liable for: (i) the availability or accuracy of such websites; or (ii) the content, products, or services on or available from such websites. Links to such websites do not imply any endorsement by Neovan Networks of such websites or the content, products, or services available from such websites. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites.
Neovan Networks performs system maintenance on a regular basis to ensure high quality of service. Neovan Networks uses commercially reasonable efforts to ensure that the Service is available for use during this time. Neovan Networks will use reasonable efforts to perform all maintenance during its pre-scheduled maintenance windows.
You may cancel a paid account at any time in your account settings on the Sites. For accounts billed annually, if you cancel within fourteen (14) days of the beginning of the annual term, Neovan Networks will refund to you 90% of the subscription fees paid for the then-current term. If you cancel an account that is billed on a monthly basis, or you cancel an annual account after the first fourteen (14) days, Neovan Networks will not refund any fees paid by you. Instead, your account will remain active for the remainder of the term for which you paid.
Neovan Networks reserves the right to discontinue the Service or to change the Service at any time and without notice, except that Neovan Networks will provide notice of such discontinuation to corporate account holders. In the event of such discontinuation by Neovan Networks, Neovan Networks will refund any fees paid by you, prorated proportionally to the amount of time remaining in the then-current subscription period. For month-to-month accounts, that period is one month, for annual accounts, that period is one year. If you breach this Agreement, Neovan Networks will have the right to terminate this Agreement immediately, without notice, and to deactivate your account. In the event of your breach of this Agreement, Neovan Networks will not be required to refund any fees paid by you.
The Service is provided "AS-IS," without warranty of any kind, either express or implied. Without limiting the foregoing, Neovan Networks explicitly disclaims any warranties of merchantability, fitness for a particular purpose and non-infringement. Neovan Networks makes no warranty that the Service will meet your requirements or will be available on an uninterrupted, secure, or error-free basis. Your use of the Service is at your own risk. You acknowledge and agree that Neovan Networks will not be responsible for any damages to your computer system or the computer system of any third party that result from use of the Service.
You will defend, indemnify, and hold harmless Neovan Networks, its officers, directors, affiliates, employees and agents, from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your access to or use of the Service, or your violation of this Agreement, including without limitation third party claims that User Files submitted to the Service by you infringe or misappropriate the intellectual property rights, privacy rights, publicity rights, or moral rights of a third party.
In no event will Neovan Networks be liable to you or to any third party for any incidental, special, consequential or punitive damages arising out of or in connection with this Agreement or from the use of or inability to use the Service or any User Files sent through, stored by or downloaded from the Service, whether based on warranty, contract, tort (including negligence) or any other legal theory, and whether or not Neovan Networks has been informed of the possibility of such damage, even if any limited remedy set forth herein is found to have failed of its essential purpose.
In no event will Neovan Networks’s aggregate liability to you or to any third party for any and all claims arising out of or in connection with the use of the Service exceed the lesser of (a) one hundred U.S. dollars ($100) and (b) the fees paid to Neovan Networks by you in the twelve (12) months leading up to the event giving rise to such a claim. The limitations of damages set forth above are fundamental elements of the basis of the bargain between Neovan Networks and you.
This Agreement will be governed by the laws of the State of California without regard to its conflict of laws provisions. The exclusive jurisdiction and venue of any action with respect to the subject matter of this Agreement will be the state and federal courts located in San Francisco County, California, and you waive any objection to jurisdiction and venue in such courts.
This Agreement is the entire and exclusive agreement between Neovan Networks and you regarding the Service, and this Agreement supersedes and replaces any prior agreements between Neovan Networks and you regarding the Service. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other Neovan Networks services, affiliate services or third-party content software or services.
You will not assign any rights granted to you or delegate any of your duties hereunder; any attempt to do so is void and of no effect. Neovan Networks may freely assign these Terms of Service and the rights granted hereunder without restriction. Nothing in this Agreement shall constitute a partnership or joint venture between you and Neovan Networks. In the event that any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force and affect. Neovan Networks may provide you with notices, including those regarding changes to the Service by email or by postings on the Service. The failure of Neovan Networks to enforce any right or provision of this Agreement will not be deemed a waiver of such right or provision. The headings and captions are for convenience only and are not to be used in the interpretation of this Agreement. If you have any questions about this Agreement, please contact Neovan Networks at .