Terms & Conditions

This Membership Agreement sets forth the terms and conditions on which Virtual Drive, offers products and services to registered users (each a "Member") of the website http://virtualdrive.com.

PLEASE READ THIS MEMBERSHIP AGREEMENT CAREFULLY BEFORE REGISTERING TO BECOME A MEMBER. YOU WILL BE REQUIRED TO ACCEPT THIS AGREEMENT IN ORDER TO BECOME A MEMBER.

1. Terms

The Membership Agreement is comprised of (a) all terms and conditions set forth herein; (b) all operating rules and policies that are by published on the Site from time to time, (c) Legal Notices and Trademarks and (d) the Virtual Drive Privacy Policy, each as modified from time to time. In light of the evolving nature of web-based offerings, Virtual Drive may post a notice on the Site, or broadcast messages through the Service, to inform you of changes to this Membership Agreement, the Service, or other matters of importance. Such posting or broadcast will constitute notice to you. Any amendment to the Membership Agreement shall be effective immediately upon posting of the notice, or broadcast of the message. Your continued use of the Service after such notice or broadcast will reaffirm your agreement to be bound and to abide by this Membership Agreement as amended.

2. The Service

The term "Service" includes all functionality made available by Virtual Drive on or through the Site. Virtual Drive may add to, delete from, or modify the Service. Unless explicitly stated otherwise, any new files, products, services, information, software or other features that augment or enhances the current Service, will be subject to this Membership Agreement.

3. Member's Privileges and Obligations

The Service is available only to users over the age of 16. In order to use the Service, you must first register as a Member. You agree to provide accurate information, as prompted by the registration form, including an accurate email address where you can be contacted. Each Member is allowed to have only one Membership. Membership is intended for personal or business use only and is non-transferable. You must choose a password. You are responsible for any activity that occurs under your user ID. You agree to immediately notify Virtual Drive of any unauthorized use of your user ID or another breach of security in relation to the Service. You may use the Service only for your personal or business use.

4. Member Data; Member Private Area; Public Area

You may store, display and publish your "Member data" on the Site. The "Member Data" may include any document files or other data files. Your Member Data is linked to your user ID. As a Member, you can display or publish your Member Data:

As "Private Member Data", in a private area of the Site, which is accessible only to you and your guests, and which requires the use of a password (the "Member Private Area") or

As "Public Content", in the public area of the Site, which is accessible by all users of the Site, whether or not they are Members, and which does not require the use of a password (the "Community Area").

You agree not to post, send, transmit, upload, display, publish or distribute through any part of the Site, any Member Data that:

(a) Uses materials of others that are protected by copyright, trademark or trade secrets, patent or other intellectual property law without the express permission of the author or owner;

(b) Contains false or misleading statement of facts or description of the origin of the material or communications;

(c) Violates anyone's copyright, moral rights, author's rights, trade secrets, trademark rights, patent, or other intellectual property or other rights;

(d) Interferes with the privacy rights of any person, or impersonates any person;

(e) Contains a virus, may corrupt files or other content that may compromise or harm the Site or any user thereof;

(f) Constitutes a criminal offense, gives rise to civil liability, or violates any applicable laws or regulations, or encourages anyone to break the law; or advocates illegal activity; or

(g) Contains links to your Member Private Area (defined below) that does any of the above.

You are responsible for creating and maintaining copies of your Member Data, as back-ups, prior to posting or uploading any material, data, document, or other files or materials on the Site.

5. Price and Payment

You are responsible to make service payments on time. The products and services are offered as is without explicit or implicit warrantty. Virtual Drive shall make good faith effort to solve any service bugs or defects. However, bugs or defects shall not affect service pricing unless the core service is disrupted. Virtual Drive may also offer free services or free trial services. Virtual Drive may, at its discretion and with advanced notice, elect to modify, delete, reduce, augment, or discontinue the Service or any product, service, feature, functionality on the Site, or institute a fee. Virtual Drive shall not be liable to you or any third party for any such change.

6. License Grant and Intellectual Property Rights

Virtual Drive will not assume any copyright or ownership of contents uploaded by members. With respect to your Public Member Content, you grant Virtual Drive the right for Virtual Drive and third parties to access or view the portions of your Public Member Content on the Public Area. You can stop publishing any contents or delete your contents at any time.

With respect to your Private Member Content, you grant Virtual Drive and its contractors the right to access, display, reproduce, modify, and transmit any portions of your Private Member Content in order to store, host and display it on the Site, to improve site operations, and comply with applicable laws.

You acknowledge and agree that certain technical processing or reformatting of your Member Content may be required to (a) perform indexing functions; (b) conform to connecting network technical requirements; (c) conform to the limitations of the Service or other similar requirements.

As between Virtual Drive and you: you will own your Member Content, whether private or public; you can delete, stop public or private sharing of your contents at any time; Virtual Drive owns all right, title and interest (including all intellectual property rights) in and to the Site, the Service, the technology, information, documents, files, web pages and other product developed in connection with the Site or available on the Site.

You agree not to translate, reverse engineer, reverse compile, disassemble or create derivative works from software programming contained in the Site or the Service.

7. Member Profiles

Member Profiles are intended to be brief descriptions of a Member's interest and contact information. Any information you place on your Member Profile is inaccessible to anyone visiting the Site, unless you have made it public. You agree not to send transmissions through the Site that attempt to hide your identity or represent yourself as someone else.

8. Responsibility for Member Content

Virtual Drive does not as a policy review or screen any contents or data files or other Contents that a Member posts, displays or stores before they appear on the Site. Generally, Virtual Drive's automated machinery and computers index the Member Content. Virtual Drive does not endorse the content or views expressed in any Member Content and is not responsible or liable in any manner for any conduct by any Member or for any Member Content.

You are solely responsible for the Member Content that you provide to Virtual Drive for hosting, display or access on the Site, on the Community Area and/or on your Private Member Area. This includes, without limitation, responsibility for the nature, content, subject matter, views that you express, display or publish in your Member Content.

You agree not to use the Service for illegal purposes. Your use of the Site, the Service, and the products, services, information available on the Site, is subject to all applicable local, state, national and foreign laws and regulations, and international treaties, including, without limitation, U.S. laws regarding the transmission of technical data exported from the United States.

You represent and warrant that (a) you have the right to enter into this Membership Agreement without any other approvals; (b) you have the right to use, upload, publish, display the Member Content linked to your user ID; (c) you have the right to grant the licenses granted herein; and (d) the use by Virtual Drive of the rights that you grant Virtual Drive in this Membership Agreement will not violate the rights of any third parties, including without limitation your employer and your clients.

9. Code of Conduct

Virtual Drive provides Members with cloud-based IT System service on the Site as a service to Members. Virtual Drive encourages the free exchange of ideas, but has established the following parameters for any Member Content. When using any area of the Site you agree not to post, send, transmit, upload, or otherwise publish any data, text, image, video, music, sound, audio file, text, or other content or material that:

(i) Contains or displays any expression of bigotry, racism, or hatred, or is ethnically offensive, objectionable or inappropriate;
(ii) Is or might be perceived by Virtual Drive or Virtual Drive members or users, as defamatory, libelous, disparaging, obscene, pornographic, profane, threatening, abusive, deceptive, offensive, vulgar, ethnically offensive, objectionable or inappropriate, including nudity, adult content, illegal content, content of a sexual nature, and unacceptable language;
(iii) Is inconsistent with the values or the spirit of the Virtual Drive Community, as determined by Virtual Drive in its sole discretion;
(iv) Interferes with anyone else's use of this Site
(v) Contains links to your Member Private Area that promotes or does any of the above.

10. Illegal Activities

It is Virtual Drive's policy to report suspected illegal activities to law enforcement agencies and to cooperate fully with their investigations

11. Warranty, Disclaimer of Warranty

The Service and the Site, including all content, products, services and information made available or accessed through the Site, are provided "AS IS", with no warranties of any kind. Uploading, downloading or transmitting any Member Content or any other material, data, text, images, video, music, sound or audio files on the Site or through the use of the Service is at your own risk and in your sole discretion. You will be solely responsible for any damages to your computer system or loss of data, or any other damages that result from such uploading, downloading or transmittal, or otherwise

Virtual Drive makes no representation or warranty of any kind

(a) that the Site or Service will meet your requirements;

(b) that defects in the software for the Service will be corrected;

(d) that the Service or any content, product, services or information on the Site are accurate, correct, reliable or complete;

(e) that Member Content or any material, data, text, images, video, music, sound, audio file, content or materials posted, displayed or stored on or through the Site will not be altered, deleted or damaged, or will be available for access, upload or download at all times or indefinitely;

(f) as to the result that may be obtained from the use of the Service;

(g) that the Site or the Service is free of viruses or other components that may infect, harm, or cause damage to computer equipment, data, software, or any other property when you access, browse, download from, upload to, or otherwise use the Service, the Site or any product or content on the Site

Virtual Drive expressly disclaims all warranties of any kind, whether express or implied, including but not limited to any warranty of merchantability, fitness for a particular purpose or non-infringement of any products, content, information or service published on, or available through the Site or the Service.

Some jurisdiction to not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you.

12. Disclaimer of Damages; Limitation of Liability

Even if Virtual Drive, or any of its authorized representatives have been advised of the possibility of such damages, under no circumstances (including but not limited to Virtual Drive's negligence), shall Virtual Drive be liable for any direct, indirect, consequential, incidental, special or punitive damages for any claim, loss and/or causes of action, whether in contract, tort (including but not limited to negligence) or otherwise. related to:

(a) the quality, reliability, accuracy, completeness, of the Service;

(b) any modification, alteration, publication, display, failure to store, failure to index, loss, deletion, alteration, loss of access, or damages of or to your Member Content, computer equipment, software, data, or any text, image, video, music, sound, audio or other material that result from your use of the Site or the Service;

(c) any harm, errors, omissions, cost, losses, or damages arising from the use of, or inability to use (whether because of interruption, suspension, termination or otherwise) of the Site, the Service, Member Content or any content, products, services or information provided on the Site

(d) any failures, delays, misdeliveries, or interruptions in the Service or any content, products, services or information on the Site;

(e) any harm resulting from downloading or accessing any Member Content, or any other content, products, services or information provided on the Site;

(f) any unauthorized access to or alteration of Member Content or any breach of security related to any server used by the Site or the Service; or

(g) the cost of procurement of any substitute goods or services.

Some jurisdictions do not allow the exclusion or limitation of consequential or incidental damages, and therefore, the above limitation may not apply to you. Some Members may have additional rights.

If, despite the above limitations, Virtual Drive were found responsible to a Member for any reason whatsoever, this liability shall not exceed one hundred dollars ($100).

13. Privacy

It is Virtual Drive's policy to respect the privacy of all of its customers. For more information, please see our full privacy policy .

14. Site Content

Domestic and foreign copyright, trademark, patents, and other intellectual property rights law and international treaties, and other laws, protect all material, data, text, images, photos, video, graphics, music, sound and audio files available on the Site ("Site Content"), both as individual works and as a collection. Unless authorized, you may not copy, reproduce, display, perform distribute, or create derivative works from the Site Content, without being expressly authorized to do so by the owners of the intellectual property or proprietary rights in such Content.

You may download or use individual files that are available in the Public Area of the Site only for personal non-commercial use. You may not copy, reproduce, retransmit, distribute, publish, commercially exploit, or otherwise transfer any part of the Site Content in any format, electronic or otherwise.

15. Copyrighted Material

Virtual Drive respects the intellectual property of others, and requires that its users and Members do the same.

You may not place any material protected by copyright anywhere on the Site without the express permission of the author or owner of the copyright in that material.

Virtual Drive will promptly take down or block access to infringing or allegedly infringing material on its servers if Virtual Drive becomes aware that such material infringes the copyright rights of a third party, whether Virtual Drive identifies such infringement in the course of its ordinary and reasonable business activities, or through notification by a third party. Virtual Drive will promptly contact the Member responsible for the Member Content, and alert him or her of the allegations of infringement, and of Virtual Drive's take down or blocking of the allegedly infringing material. If the Member believes that the removal or blocking of his or her material was a result of a mistake or a misidentification of the material, the Member shall provide Virtual Drive a counter-notification establishing the Member's rights to display the material in question, as well as any other information Virtual Drive shall request. Upon receipt, Virtual Drive will promptly forward the counter-notification to the party that claims to be the copyright owner. If that party then does not file suit to enjoin the alleged infringement, Virtual Drive will re-post or unblock the material within 14 days after receiving the counter notification.

If you believe that your work has been copied in a way that constitutes copyright infringement, and appears on the Site, please provide Virtual Drive the following information:

1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;

2. a description of the copyrighted work that you claim has been infringed;

3. a description of where the material that you claim is infringing is located on the Site;

4. your address, telephone number and email address;

5. a statement by you that you have a good faith belief that the disputed use is no authorized by the copyright owner, its agent or the law;

6. a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on behalf of the copyright owner

16. Indemnity

Since you are responsible for your Member Content and the consequences of its use and publication, you agree to indemnify and hold Virtual Drive, its parents, subsidiaries, affiliates, officers, employees, licensors, contractors and users harmless from and against any and all claims, demands, and expenses, including attorneys' fees, made by any third party, due to or arising from: (a) your use of the Site or the Service; (b) your violation of this Membership Agreement; (c) your violation of a third party's privacy rights; (d) your violation or infringement of a third party's copyright, trademark, trade secret, patent, or other intellectual property rights; (e) any libelous or unlawful material contained within your Member Content; or (f) your violation of this Membership Agreement.

17. Force Majeure

Virtual Drive is not liable for any delay or failure in performance resulting directly or indirectly from causes beyond its reasonable control, including, without limitation, failure of the Internet, power failure, failure of computer, telecommunication or other equipment, strikes, labor disputes, riots, insurrections, civil disturbances, shortage of labor or materials, fires, floods, storms, explosions, act of God, war, governmental actions, orders of domestic or foreign courts, non-performance of third parties.

18. Termination of Service

If you object to any portion of this Membership Agreement, or any subsequent modification thereto, or become dissatisfied with the Service, the Site, or any materials, data, text, images, video, audio, music, sound or other Site Content, or any transaction entered into through the Site or Service, your only recourse is to immediately discontinue use of the Service and notice Virtual Drive of such termination. The preceding sentence sets forth your sole and exclusive remedy regarding any objection to the terms of this Membership Agreement, or any dissatisfaction with the Service or the Site.

Virtual Drive reserves the right, in its sole discretion, to terminate all or a portion of the Service at any time and for any reason.

Virtual Drive reserves the right, in its sole discretion, to terminate your Membership in the Site, or to remove your Member Content (including unlisted, password protected and unassigned Member Content) or to edit, delete or remove any postings from the Site without prior notice for any cause or no cause in its sole discretion

Any termination under any provision of this Membership Agreement may be effected without prior notice, and Virtual Drive may immediately delete and discard all of your Member Content, and/or bar any further access to such files on the Site or through the Service. Upon any termination of your Membership, or of this Membership Agreement, your right to use the Service will immediately cease. Virtual Drive will have no obligation thereafter to host or provide access to your Member Content, or to forward any materials stored through the Service or any unread or unsent messages. Virtual Drive may retain certain materials for administrative and other reasons.

19. Notices & Questions

All notices from a Member to Virtual Drive shall be in writing, and shall be made or delivered to Virtual Drive via email or conventional mail.

If you have any question about the Service or this Membership Agreement, please feel free to contact us at support@virtualdrive.com

20. Choice of Law

This Membership Agreement shall be constructed and controlled by the laws of the State of Kansas, excluding its conflict of law provisions. With the exception of Virtual Drive's rights to pursue injunctive relief in any court of competent jurisdiction, you agree to submit to the exclusive jurisdiction of Johnson County in the state and federal courts of the State of Kansas.

21. General

This Membership Agreement constitutes the entire agreement between you and Virtual Drive with respect to the Service; and your Member Content, and it supersedes any other agreement, proposals and communications, written or oral, between you and any Virtual Drive representatives with respect to the Service and your Member Content

If a court of competent jurisdiction holds that any provision of this Membership Agreement is illegal, unenforceable, or contrary to law, such provision shall be construed, as nearly as possible to reflect the original intent of this Membership Agreement, with the other provisions remaining in full force and effect

Any failure by Virtual Drive to exercise or enforce any right or provision of this Membership Agreement shall not constitute a waiver of such rights or provision unless Virtual Drive acknowledges and agrees to it in writing.

Virtual Drive may assign this Membership Agreement to any third party at its sole discretion. You shall not assign or sublicense the rights granted under this Membership Agreement without the prior written authorization of Virtual Drive.

You and Virtual Drive agree that any cause of action arising out of, or related to the Service or the Site must commence within one (1) year after the cause of action arose, otherwise, such cause of action is permanently barred.