Terms of Service - Cloud
Published: 21st January 2022 Copyright 2022, Cubbit S.r.l.
Thank you for using Cubbit, we are pleased to welcome you to a more private, secure and sustainable cloud network, a space made by users for other users, where you can store, manage, share your files and collaborate on folders with friends or colleagues. We encourage you to read this document carefully. If you sign up for a Cubbit Cloud account or use our Services, you agree to be bound to these Terms or to have the legal power to do so on behalf of the Customer.
These Terms of Service (the "Terms") is between Cubbit S.r.l., with its registered office in Via della Zecca 1, 40121 Bologna, Italy ("Cubbit" or “we” or “us”) and the natural or legal entity agreeing to these Terms ("Customer" or “you”).
These Terms govern access to our websites and applications (the “Software”), and all technologies or functions (the “Services”) unless you (or your organisation) has a separate agreement in effect with us.
Please do not use this Service if you are prohibited from doing so by applicable law.
2.1. Scope. Cubbit will provide the Services as described in the Purchase Order. Customers and authorised End Users (collectively “Users”) may access and use the Services in accordance with these Terms, the End User Licence Agreement, the Cubbit Privacy Policy and the Data Processing Agreement (if it applies to you).
2.2. Software. Use of the Services requires you to download and install the Software on a personal device running a supported operating system (please refer to our help page) and to have access to the internet.
2.3. Main Features. Cubbit enables Customers and authorised End Users to store, synchronize, share files and collaborate to folders using state-of-the-art, end-to-end, client side zero-knowledge encryption. Every single file is encrypted, split into multiple chunks and distributed over a peer-to-peer network of nodes, which we have named the Cubbit Swarm.
2.4. Communications. You understand and agree that the Services may require Cubbit to send communications, such as service announcements and administrative messages, and that such communications are considered part of the Services offered by us. Cubbit may also send promotional offers from time to time and other general news about Cubbit, but you may opt-out from receiving such communications at any time.
3.1. Account Set Up. In order to access and use the Services you are required to create a Cubbit account by setting up a username (i.e. a valid email address), a strong password and a recovery passphrase (the “Credentials”).
3.2. Admin Panel. Customers have access to an Administration Panel from their account, which allows them to manage the Services, including the ability to invite new End-Users to join Cubbit and assign a certain amount of storage space to their accounts.
4.1. Encryption: Before the upload, every file is encrypted with an AES-256 key that is randomly generated client-side and added to the user’s keychain. This keychain is then encrypted by a key generated from the user’s password before being saved on the coordinator server. As a result, according to our knowledge and state-of-the-art technology, it is mathematically impossible for us or anyone who doesn’t have access to your Credentials to decrypt or invert your encrypted files.
4.2. Zero Knowledge: WE DON’T HAVE A USER’S PASSWORDS RECORD. THIS MEANS FOR YOU THAT ONLY NO ONE EXCEPT YOU HAVE THE KEY TO DECRYPT AND ACCESS YOUR FILES. IT’S YOUR DUTY AND RESPONSIBILITY TO ALWAYS KEEP YOUR CREDENTIALS PRIVATE AND SECURE.
5.1. Eligibility. Customers represent and warrant to be at least 18 years of age or of legal adult age in your country of residence and to have the right and legal capacity to sign this Agreement.
5.2. Password Security and Confidentiality. YOU UNDERSTAND AND EXPRESSLY AGREE THAT, IN THE EVENT OF LOSS OF YOUR CREDENTIALS THE FILES STORED WITHIN YOUR CUBBIT ACCOUNT WILL NO LONGER BE ACCESSIBLE AND DECRYPTABLE BY US. THEREFORE, YOU ARE THE SOLE COMMITTED TO MAINTAINING THE SECURITY AND CONFIDENTIALITY OF YOUR CREDENTIALS.
5.3. Compliance. Customers (i) shall use the Services in accordance with these Terms and any applicable contractual terms or policies, and the laws and regulations applicable to them for the use of the Service; (ii) acknowledge that the Services offered by Cubbit are adequate for their purposes, taking into account the nature of Customer's data and the technical and organizational requirements implemented by Cubbit under EU Data Protection Laws.
5.4. Unauthorized Access and Use. Customers will be responsible for preventing unauthorized access and use of the Services by administrators and/or authorised End Users and for the termination of any unauthorized use or access to the Services. Customers represent and warrant to be responsible for the activities carried out within a Cubbit Cloud account and the accounts of their authorised End-Users and agree to notify Cubbit immediately of any unauthorized access or use, releasing Cubbit from any liability or responsibility for any damage or loss suffered in connection with such unauthorized access or use.
5.5. Use Restrictions. Customers agree not to: (i) sell, resell or lease the Services; (ii) use the Services for activities where use or failure of the Services could lead to physical damage, death or personal injury; (iii) reverse engineer the Services, or attempt or assist anyone else to do so, unless otherwise expressly provided for in the End User Licence Agreement.
6.1. Limited Licence. By using the Service, the Customer and its End User expressly grant Cubbit the licence to store, use, copy, transmit, distribute the files they choose to store or synchronize and the licence to copy, share or publish and distribute the content of the file to those being designated by them, either through the generation of a private or a public link.Cubbit will use those files for the sole purpose of providing the requested service. This limited permission shall also apply to any subcontractors or subprocessors of Cubbit.
6.2. Sharing, Collaborating and Confidentiality. The encrypted content of Customer Files will always be inaccessible to anyone unless you decide to make it available to others. The use of the Software allows you to access all the Service features, such as storage, synchronization and sharing of encrypted files and folders and also to assign individual roles and privileges to individual recipients (i.e. Admin, Editor, Viewer), in order to define how to collaborate with the selected folders.In particular, the Software allows to generate a custom encryption key for each single file that users wish to share externally, so that only the recipient of the file - who has the decryption key - actually has the right to access it.
6.3. Third-party Requests:
6.1. Limited Licence. By using the Services, Customers and authorised End Users expressly grant Cubbit the licence to store, use, copy, transmit, distribute the files they choose to store or synchronize and the licence to copy, share or publish and distribute the content of the file to those being designated by them, either through the generation of a private or a public link. Cubbit will use those files for the sole purpose of providing the Service you requested. This limited permission shall also apply to any of our subcontractors or subprocessors.
6.2. Sharing, Collaborating and Confidentiality. The encrypted content of Customer Files will always be inaccessible to anyone unless you decide to make it available to others. The use of the Software allows you to access all the service features, such as storage, synchronization and sharing of encrypted files and folders and also to assign individual roles and privileges to individual recipients, in order to collaborate with the selected folders.In particular, Services allow you to generate a custom encryption key for each single file that users wish to share externally, so that only the recipient of the file - who has the decryption key - actually has the right to access it.
6.3. Third-party Requests:
6.3.1. Customer Responsibility. Considering that all files uploaded within the Cubbit account are encrypted by a user-side encryption key, of which Cubbit has no knowledge (as stated in paragraph 4 above), Customers, therefore, acknowledge and accept that they are solely responsible for responding to any requests for information coming from Third-Parties, through their access to the data stored in the account. Customers undertake to make every diligent effort to provide the information necessary to respond to requests from third parties and to contact Cubbit only if its intervention is not necessary under the circumstances.
6.3.2. Cubbit Responsibility. If Cubbit receives a Third-Party Request relating to Customers, Cubbit will make any commercially reasonable efforts, to the extent allowed by law and by the terms of the Third-party Request, to: (i) notify Customers regarding the receipt of the Third-party Request; (ii) comply with the Customer's commercially reasonable requests regarding its efforts to oppose a Third-party Request; and (iii) provide Customers with the information or tools required to respond to the Third-party Request, if Customers are otherwise unable to respond to the Third-party Request. If Cubbit is prohibited from notifying Customers of a Third-Party Request or Customers fail to respond promptly to any Third-party Request, Cubbit may, but are not obligated to do so. In particular Cubbit may provide Service Data in response to a Third-party Request, to the limitations set out in paragraph 3, if Cubbit has reason to believe that this is necessary in order to (i) comply with the law or order issued by any legal authority; (ii) avoid violations of the rights of third parties; (iii) protect Cubbit's property or the personal safety of others Customers or End-Users or the public.
7.1. Reservation of Rights. Except as expressly set forth herein, the Agreement does not grant: (a) Cubbit any intellectual property rights in Customer Data; or (b) Customers any intellectual property rights of the Service or the Cubbit trademarks and characteristics.
7.2. Rights over Content. Customers hereby represent and warrant that they are responsible for the content of the files uploaded to Cubbit Cloud using the Services, and that they have all necessary permissions to distribute, transfer, store those files, including copyrights and other intellectual property rights.
7.3. Customer suggestions and co-design program. Submitting questions, comments, ideas, feedback, original and creative materials or other information about Cubbit or the Service (the "Suggestions") are always welcome and we encourage Customers and their authorised End-Users to take part to co-design programs in order to make Cubbit work as good as your expect. Suggestions do not include Customer Content. You hereby grant Cubbit a worldwide, royalty-free, irrevocable, perpetual and irrevocable license to use and incorporate any Suggestions.
7.4. Copyright Complaints. Cubbit aims to promote respectful behavior that safeguards the intellectual property rights of others within our users community. Should we become aware of illegal or abusive conduct with respect to copyrights, Cubbit reserves the right to suspend and/or terminate accounts. Anyone who has reason to believe that your copyrights or other intellectual property rights have been infringed by publications of others through the Service, please send us a report, providing any information useful for handling the complaint, to: hello@cubbit.io
8.1. Subscription Plans. Access to the Services by Customers is subject to the purchase of a paid Subscription Plan, unless you subscribe to a free account. Customers will pay Cubbit the applicable fee for the selected Subscription Plan in the amount, conditions and currency specified in the Order Form. By subscribing to a Subscription Plan, you authorize Cubbit to charge the applicable fees, using the selected payment method. Fees are non-refundable, except when required by law or otherwise specifically permitted by these Terms.
8.2. Billing. Before purchasing a Subscription Plan or subscribing for a Free Trial, Customers may be required to provide complete and accurate billing and contact information together with details of the selected payment method. The amounts due according to the signed Subscription Plan and the number of connected End-Users accounts are invoiced in advance on a monthly or annual basis, depending on the choice made by the Customer. The purchase of additional accounts to the Subscription Plan are also invoiced in advance on a pro-rata daily basis with respect to the Customer's billing period.
8.3. Taxes. Fees shown on our website are considered inclusive of any taxes (even if they do not apply to you). It is the responsibility of the customer to remit any VAT relating to goods or services to the customer’s local revenue authorities.
8.4. Free trials. Before purchasing a Subscription Plan, Customers may be allowed to register and use the Services for a free trial period, for the duration and under the conditions expressly indicated at the time of subscription.
8.5. Auto-Renewals. Unless Customer notifies Cubbit before the termination, fees will be charged automatically at the end of the trial period, or at the end of the monthly or annual subscription, for each month, or year, depending on the billing period selected. Customers agree that the subscription shall be automatically renewed for a period of the same duration as the previous one, at the end of each billing period.
8.6. Changes. Cubbit reserves the right to change the prices, conditions and characteristics of any or all Subscription Plans. Such changes shall not affect any Subscription Plans still in force until the end of the subscription period. Customers will receive notice from Cubbit of changes in the economic conditions of the Subscription Plans, with at least thirty (30) days' notice. In this case, at the end of the term, Cubbit will charge the Customers the fee as updated and communicated to them, unless the Customer terminates the Subscription Plan.
8.7. Promotions. As part of promotional initiatives, Customers who meet the defined criteria are entitled to subscribe to special Subscription Plans at a discounted price, or with advantageous features and conditions for a limited time (the "Promotions"). Cubbit reserves the right to modify or terminate such Promotions with at least thirty (30) days' notice. All Promotions are subject to availability, cannot be transferred, exchanged or combined.
9.1. Term. These Terms will remain in effect until Customer's subscription to the Service expires or until terminated.
9.2. Termination
9.2.1. Customers may decide to terminate the subscription to the Services before the end of the ongoing subscription period by either (i) using the option within their Admin Panel or (ii) contacting Cubbit directly at hello@cubbit.io. In this case, the Customer's subscription will not be renewed. Subscription Plans paid in advance will not be refunded.
9.2.2. Cubbit reserves the right to terminate the subscription to the Services by providing a period of notice to the Customer of not less than thirty (30) days in the event of a discontinuance of the Services. In such an event, Cubbit agrees to provide Customers with a pro rata refund of any prepayment.
9.3. Suspension for cause. Upon notice, Cubbit reserves the right to suspend or exclude Customers or authorised End Users from accessing the Services:
Customers and authorised End Users will be contacted at the email address associated with the account to stop the above activities and avoid deleting the account or, alternatively, to export files from their account. If after this warning Customers do not take the required steps, we will proceed to disable the Service, and we will decline from then on any responsibility for the loss of Customer data.
9.4. Termination for cause. We may terminate the Services immediately upon notice to Customers in the event of failure to timely pay the amount due to Cubbit for the Service subscription. However, Cubbit reserves the right to terminate the Services without providing any prior notice if:
10.1. Cubbit does its best to make its technology simple, easy to use, secure and reliable. NEVERTHELESS, TO THE FULLEST EXTENT PERMITTED BY LAW, CUBBIT AND OUR SUPPLIERS AND DISTRIBUTORS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, ABOUT THE SERVICES. THE SOFTWARE AND ANY SERVICE PERFORMED OR PROVIDED BY THE SOFTWARE ARE PROVIDED "AS IS" AND “AS AVAILABLE.” WE ALSO DISCLAIM ANY WARRANTIES THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE DUE TO THE CUBBIT NETWORK OR SOFTWARE OR THAT THE SOFTWARE WILL BE ABLE TO MEET ALL USER REQUIREMENTS OR THAT ANY DEFECTS WILL BE CORRECTED. THEREFORE, YOU EXPRESSLY ACKNOWLEDGE THAT YOU ARE AWARE OF THE ESSENTIAL CHARACTERISTICS OF THE DISTRIBUTED CLOUD SERVICE AND ACCEPT THE RISK OF ITS FUNCTIONALITY IN RELATION TO YOUR OWN NEEDS AND EXPECTATIONS. Some jurisdictions may not allow such limitations, so they may not apply to you. These limitations in particular do not override consumer legal protections, including legal guarantees under European law. 10.2 WE DO NOT EXCLUDE OR LIMIT OUR LIABILITY IN COUNTRIES WHERE SUCH EXCLUSIONS OR LIMITATIONS ARE SPECIFICALLY PROHIBITED BY APPLICABLE LAW. SOME OF THE EXCLUSIONS OR LIMITATIONS SET FORTH BELOW MAY NOT APPLY TO YOU. THIS PARAGRAPH DOESN’T AFFECT CONSUMER RIGHTS THAT CAN'T BE WAIVED OR LIMITED BY ANY CONTRACT OR AGREEMENT. IF YOU ARE AN EU OR UK CONSUMER, THESE TERMS DO NOT EXCLUDE OUR LIABILITY FOR LOSSES RESULTING FROM (A) CUBBIT’S FAILURE TO USE REASONABLE SKILL AND DUE CARE; (B) CUBBIT’S GROSS NEGLIGENCE, WILFUL MISCONDUCT OR FRAUD; OR (C) DEATH OR PERSONAL INJURY.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT CUBBIT AND ITS AFFILIATES, SUPPLIERS AND DISTRIBUTORS WILL NOT BE LIABLE UNDER THE AGREEMENT FOR ANY DIRECT AND/OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION AND ANY OTHER ECONOMIC LOSS) SUFFERED BY YOU AND/OR THIRD PARTIES AS A RESULT OF AND/OR IN CONNECTION OR RESULTING FROM: (I) THE USE OR INABILITY TO USE THE SERVICES (II) ANY CHANGES MADE TO THE SERVICES OR ANY TEMPORARY OR PERMANENT CESSATION OF THE SERVICES OR ANY PART THEREOF; (III) THE UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE AND/OR SEND OR RECEIVE YOUR TRANSMISSIONS OR DATA ON OR THROUGH THE SERVICE; (V) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; AND (VI) ANY OTHER MATTER RELATING TO THE SERVICE.
10.3. You agree to defend, indemnify and hold Cubbit and its agents, partners and contractors harmless from any claims, actions and demands made by third parties against all losses, damages, liabilities, costs and charges, including any legal fees that may be incurred by Cubbit as a consequence or related to: (i) content of data transmitted or put online by you, for whatever reason, and/or otherwise stored in the Cubbit Network; (ii) your use of the Services; (iii) your violation of these Terms; (iv) violation of the rights of third parties The provisions of this paragraph shall remain valid and effective even after the termination of this contract for any reason.
Cubbit's Privacy Policy describes how we collect, process, protect and disclose users' personal data. You acknowledge that you have read, understand and agree to the Privacy Policy and that you will make the Privacy Policy familiar to administrators and employees or agents who have access to and use the Service.
12.1. Dispute Resolution Before taking any legal action against Cubbit, you agree to attempt to resolve the dispute informally by submitting any matter concerning the provision of the Services or related to these Terms to us by email at hello@cubbit.io. If you are a consumer resident in the European Union, you have the right to file a complaint using the European Commission's online dispute resolution platform ODR, at this address http://ec.europa.eu/odr
12.2 Applicable Law and Jurisdiction. These Terms will be governed by and interpreted by Italian law. In case of failure to reach an out-of-court solution, any dispute concerning the validity, execution and interpretation will be referred to the exclusive jurisdiction of the Court of Bologna (Italy). If for any reason a competent judge considers that one or more clauses or parts of these Terms are not applicable, the remaining part will remain fully effective.
12.3. Modifications. We may revise these Terms from time to time to better reflect:
a) improvements or enhancements made to our Software or Services;
b) new regulatory requirements, or
c) changes in legislation.
If an update affects your use of the Services or your legal rights as a user of our Software, we’ll notify you prior to the update's effective date by sending an email to the email address associated with your account or via an in-product notification.
12.4. Communications.
12.4.1. Notifications pursuant to these Terms to the Customer must be submitted in writing to the registered administrator of the account.12.4.2. Notifications pursuant to these Terms to Cubbit must be submitted in writing to:Email: hello@cubbit.ioAddress: Cubbit S.r.l., Via della Zecca 1, 40121 Bologna, Italy.
Capitalized terms and expressions used in this Agreement shall have the following meaning:
Customer Data means the uploaded and stored data, account data, messages, comments, structured data and any other files transmitted through the Services by the Customer or by End Users and processed by Cubbit.
Cubbit Network: is the Cubbit IT infrastructure composed by Cubbit nodes distributed worldwide, the server coordinator and the Software applications.
Distributed Cloud Service: is the Services performed by Cubbit through the Software applications in connection with the Cubbit Network.
Effective Date means the date of subscription of the Service.
End Users means the Customer’s authorised individuals who use the Services through accounts associated and administered by the Customer.
Intellectual Property Rights means current and future worldwide rights under patent, copyright, trade secret, trademark, moral rights and other similar rights.
Service Data means information collected by Cubbit through the use of the Services in order to operate.
Purchase Order means the document on which the terms and conditions of the purchased Service are summarized.
Third-party Request means the request by a third party, including search warrants from public authorities, court orders or subpoenas, or any other request for which there is written consent by the Customer, relating to information regarding the use of the Service, including data stored in the Customer Account and in the administered End Users accounts.
