The Jetdrop software platform (‘Platform’) is owned and licensed by Jetdrop Limited (‘Jetdrop’, ‘we’, ‘us’, ‘our’). These general terms of use apply to all users (‘you’, ‘your’) of the Platform. By accessing or using the Platform via the internet you are deemed to agree to these terms of use. If you do not agree to be bound by these terms of use, you must stop accessing and using the Platform.

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1. The Platform

Certain features of the Platform are provided free of charge and registration (‘Free Lite Service’). Other services on the Platform require payment before you can access them (‘Paid Pro Service’).

The Free Lite Service enables you to transfer digital files and share content up to 1,000 individual digital files totaling a maximum of 10GB per transfer. Uploaded files are stored and available to be downloaded on the Platform for a period of 7 days and will expire automatically after. The expiration of the transfer will be shown on the download page on the Platform.

The Paid Pro Service enables you to manage and better control how you transfer digital files and share digital content. Uploaded digital files can be configured to have expiry dates and can have multiple recipients, that each have different view and share configurations. Uploaded digital files are versioned on each change or iteration. The Paid Pro Service does not have limitations imposed by us on the period that the digital content can be stored but will expire and content will be deleted when the account is terminated.

We may make modifications and enhancements to the Free Lite service and/or the Paid Pro Services at any time, without notice to you, provided that such modifications and enhancements do not materially impair the functionality of the Paid Pro Services. If the functionality of the Paid Pro Services will be materially impaired by a modification or enhancement, we will give you at least 30 days’ notice on the Platform.

2. Registration and accounts

In order to use the Paid Pro Service, you will have to register an account on the Platform. Where you complete a registration in relation to the Platform:

a) Password security: You will ensure that all usernames and passwords required to access the Platform are kept secure and confidential and you will notify us immediately of any unauthorised use of your password or any other breach of security.

b) Account transfer: You may not transfer your account to another user or maintain more than one account with us without our consent.

c) Registration data: You confirm that the data you provided to us on registering as a registered user was at the time you provided it current, complete and accurate, and you agree to maintain and update the data as required to keep it so.

d) Reliance upon password: You release us from any claim in respect of or arising from any reasonable reliance by us upon any use of your password, including us disclosing information relating to your registration and/or affairs with us.

3. Links Provided

The contents of the Platform may include links to third party materials. To the maximum extent permitted by law, we will not be responsible for the contents of any linked sites or be liable for any direct or indirect loss or damage suffered by you from accessing, using, relying on or trading with third parties. The linked sites are provided to you only as a convenience, and the inclusion of any linked site does not imply any endorsement of it by us or any association with its operators.

4. Advertising

Any dealings with any advertiser appearing on the Platform are solely between you and the advertiser or other third party. To the maximum extent permitted by law, we are not responsible or liable for any part of any such dealings or promotions.

5. Payment and termination

From time to time, we may offer trials of the Paid Pro Service for a specified period without payment and without the need to collect your payment details. We reserve the right, in our absolute discretion, to determine your eligibility for a trial, and, subject to applicable laws, to withdraw or to modify a trial at any time without prior notice and with no liability, to the maximum extent permitted under the law. When your trial is over you will need to register for the Paid Pro Service to continue receiving it.

You agree to pay for any Paid Pro Service you order. We will charge your credit card or other form of payment for the price listed on the relevant Paid Pro Service offer, along with any additional amounts relating to applicable taxes, bank fees and currency fluctuations. Paid Pro Services can be purchased from us at https://www.jetdrop.net/pro by paying a recurring fee each month (‘Billing Period’).

Your payment to us will automatically renew at the end of each Billing Period. You agree that we will charge the payment method on file on the first day of each Billing Period for the relevant Paid Pro Service, and if the payment method on file becomes invalid due to an expired credit card or other similar reason and we are unable to charge you on the next Billing Period, we reserve the right to immediately revoke your access to the Paid Pro Service until you update your payment method. If you fail to update your payment method within a reasonable amount of time, we may cancel your subscription.

We may change the price for the Paid Pro Service from time to time, and will communicate any price changes to you in advance of the next Billing Period.

You may terminate the Paid Pro Service any time before the end of the current Billing Period, and the termination will take effect on the next Billing Period. You will retain access to the Paid Pro Service from the time you cancel until the start of the next Billing Period. This can be done by going into your account settings on the Platform and clicking ‘cancel and delete this account’.

Sections 3, 4, 9, 10, 11, 13, 14, 15, 16 and every other clause that, either explicitly or by their nature, must remain in effect after termination of these terms of use, shall survive termination.

6. Provision and suspension of Platform

a) Use of the Platform

When accessing or using the Platform, you must access or use the Platform for lawful purposes in accordance with all reasonable instructions and directions given by us concerning the use of the Platform.

You confirm that you:

i. are not breaching any laws by sending the files and sharing the content; and

ii. have the recipients consent to sending the files and sharing the content through the Platform with them.

b) Suspension or termination of Platform:

In addition to the methods of cancellation in clause 5 (Payment and termination), we may terminate or suspend your access to the Platform, without refund, where you undermine the security or integrity of the Platform, or if you are, in our opinion, in breach of these terms of use.

We may also from time to time suspend your access to the Platform during any technical failure, modification or maintenance that relates to the Platform although we will endeavour to procure the resumption of the Platform as soon as reasonably practicable. We endeavour to provide the Platform uninterrupted; however the Platform is not fault-free and relies on factors outside of our control. If you are unable to access the Paid Pro Service for 7 days, you will receive a pro-rata refund for the time within the Billing Period that the Paid Pro Service was paid for but was unavailable.

c) Discontinuation

We reserve the right to discontinue the Paid Pro Services. If we do so, you will receive a pro-rata refund for the remaining time within the Billing Period that the Paid Pro Service was paid for but was unavailable due to discontinuation.

d) Changes to Platform

We may make modifications and changes to the Platform from time to time, with or without notice to you, provided that such modifications and changes do not substantially or materially impair the functionality of the Platform. If the functionality of the Paid Pro Service is materially or substantially impaired, you will be entitled to request a pro-rata refund for the remaining time within the Billing Period.

7. Restrictions

You must not:

a) use the Platform for any purpose that is unlawful or prohibited by these terms of use, including without limitation the distribution, transfer or storage of any threatening, libellous, defamatory, obscene, scandalous, inflammatory, pornographic, profane or spam material;

b) modify, adapt, enhance, decompile, disassemble, or reverse engineer the Platform (or any part of the Platform), or attempt to do the same, except as expressly permitted by the law;

c) not attempt to defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection mechanisms in the Platform including any mechanisms used to restrict or control the functionality of the software;

d) attempt to disrupt or interfere with the operation of the Platform, or interfere with other users’ use and enjoyment of the Platform;

e) provide your password to any other person or use any other person’s username or password;

f) allow someone else to access the Paid Pro Service that such person did not order;

g) take any action that in our opinion imposes an unreasonable load on the infrastructure of the Platform, including unreasonably large recipient lists;

h) sell, rent, sublicense or lease any part of the Platform; and

i) distribute, transfer or store any material on the Platform in breach of any intellectual property laws, rights of privacy or other applicable laws.

8. File ownership, permissions and responsibility

Jetdrop does not claim any ownership of the contents of the files you transfer through the Platform. You are full and solely responsible and accountable for the files you transfer though the Platform. We have no obligation to monitor, review, or edit content of those files to ensure they comply with applicable laws.

By using our Platform you guarantee that you have, for each file, all required permissions, including from copyright and other intellectual property rights holders, to distribute, transfer, store and/or make available online as part of our Platform.

9. Property rights

The Platform and any part of the Platform are the property of Jetdrop or Jetdrop’s licensors. We grant you a limited, non-exclusive, revocable licence to make use of the Platform. The licence shall remain in effect until and unless terminated by you or us in accordance with these terms of use.

All Intellectual Property rights and all other proprietary rights that may subsist in the Platform and any underlying systems, software, or processes, and all confidential information relevant to the Platform or the system or business processes used to provide the Platform (including all improvements made by any person thereto) (together, the ‘IP Rights’) belong solely to us or our licensors (as the case may be). All property rights that may subsist in modifications, enhancements, translations, or derivative works of the Platform (and any underlying systems, software, or processes) made by any person shall vest in us when such modifications, enhancements or derivative works come into existence.

You acknowledge our ownership of the IP Rights and agree not to challenge our claim to ownership of the IP Rights or to permit any act that is inconsistent with our ownership of the IP Rights at any time, including after termination or expiry of these terms of use.

10. Privacy

Information collected through the Platform may include your personal information, and you agree to the terms of our privacy policy (https://www.jetdrop.net/legal/privacy-policy/).

To the extent that you are a controller under General Data Protection Regulation (‘GDPR’), the Data Processing Addendum (https://www.jetdrop.net/legal/data-processing-addendum-for-gdpr/) for GDPR will apply.

11. Limitations on Liability

a) Third Party Providers

You acknowledge that certain aspects of the Platform may be provided by one or more third parties, on those third parties’ terms, including the payment processing provider. Where a third party is involved in providing any aspect of the Platform, you acknowledge that to the maximum extent permitted by law we do not provide any warranties or guarantees in relation to those aspects of the Platform, including in relation to the availability, reliability, or performance of the Platform.

b) Free Lite Services

To the maximum extent permitted by law, we are not responsible for any adverse consequences arising out of use of the Free Lite Service, and we exclude:

We may also from time to time suspend your access to the Platform during any technical failure, modification or maintenance that relates to the Platform although we will endeavour to procure the resumption of the Platform as soon as reasonably practicable. We endeavour to provide the Platform uninterrupted; however the Platform is not fault-free and relies on factors outside of our control. If you are unable to access the Paid Pro Service for 7 days, you will receive a pro-rata refund for the time within the Billing Period that the Paid Pro Service was paid for but was unavailable.

i. all warranties and representations in relation to the Platform (including in any content on the Platform and services provided through the Platform) whether express, implied, statutory or otherwise and we will not be responsible for any errors or misstatements in the Platform; and

ii. all liability in relation to the Platform whether in contract, tort (including negligence) or otherwise, for any loss or damage however caused (including direct, indirect, consequential or special loss or damage, or loss of profits, loss of data, loss of savings and loss of opportunity).

c) Paid Pro Service

In relation to the Paid Pro Service, to the maximum extent permitted by the law:

i. we exclude all warranties and representations in relation to the Platform (including in any content on the Platform and services provided through the Platform) whether express, implied, statutory or otherwise and we will not be responsible for any errors or misstatements in the Platform;

ii. we will only be liable for direct losses and will not in any circumstances be liable for any loss of profits, loss of revenue, loss of opportunity or loss of savings or for any indirect, consequential, special, exemplary, or incidental damages; and

iii. the liability of Jetdrop to you arising out of any and all claims whatsoever (irrespective of the cause of action) will not in any circumstances exceed in aggregate the total amount of the sums paid by you to us for access and use of the Platform during the 6 month period prior to the most recent event giving rise to the liability.

12. Changes

We reserve the right to change these terms of use at any time by notifying you of the existence of the amended terms of use through the Platform. By continuing to access the Free Lite Service or by not terminating your access to the Paid Pro Service before the next Billing Period, you agree to be bound by the amended terms of use.

13. Third Party Commission

You acknowledge that we may receive a commission, or other payment, from any third party providers or advertisers on the Platform.

14. Assignment

We may assign the terms of use or any part of them, and may delegate any of our obligations under these terms of use. You may not assign the terms of use or any part of them, nor transfer or sub-license your rights under these terms of use to any third party.

15. Force Majeure

We will not be liable for any delay in meeting, or failure to meet, our obligations under the terms of use where such delay or failure is caused by any event outside our reasonable control (including any delay or failure caused by any act or omission by you).

16. General

If at any time we do not enforce any of these terms of use or grant you time or other indulgence, we will not be construed as having waived that term or condition or our rights to later enforce that or any other term or condition. Further, if any part or provision of these terms of use is deemed to be invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part of provision. The remaining terms of use will be binding on the parties.

17. Governing law

These terms of use are governed by and will be construed in accordance with the laws of New Zealand and you submit to submit to the non-exclusive jurisdiction of the Courts of New Zealand.

18. Contact us

If you have any questions concerning the Platform or these terms of use, please contact us as set out below:

Email: [email protected]