Terms of Service

Effective: 16th September 2020

These terms of service (“Terms”) cover your use and access to our services,  software and websites ("Services"). We explain in Privacy Policy about how we collect and use your information when using our Services. By using our Services, you’re agreeing to be bound by these Terms and Privacy Policy.

Your Material & Your Permissions

When you use our Services, you provide us with things like your files, content, messages, contacts, and so on (“Your Material”). Your Material is yours. These Terms don’t give us any rights to Your Material except for the limited rights that enable us to offer the Services.

We need your permission to do things like hosting Your Material, encrypting it, and sharing it when you ask us to. Our Services also provide you with features including but not limited to sharing, tracking, image thumbnails, document previews, easy sorting and organization, and personalization. To provide these and other features, Encl encrypts, stores, and transfers Your Material. You give us permission to do those things, and this permission extends to our affiliates and trusted third parties we work with.

Confidentiality of Encrypted Content

You acknowledge that by using the Service, Your Material uploaded and/or shared through the Service are encrypted by client-side encryption before they leave your location ("Encrypted Material"). According to the best of Encl's knowledge and the current state of the art, Encrypted Material cannot be decrypted or inverted by Encl or any unauthorized third party. When you upload and/or share Your Material through the Service, Encrypted Material can only be decrypted by you and by persons with whom Encrypted Material is specifically shared with ("Recipient"). You understand that Encrypted Material will be accessible by Recipient  to the extent the relevant Recipient has been granted access. Your and Recipient' rights are defined in accordance with your "permission" that defines whether you can modify, delete or reshare the Encrypted Material. Before sharing Encrypted Material, please consider the permissions of the relevant Recipient. Encl has no access to passwords and there is no way for Encl to recover passwords relating to your Encrypted Material. Encl is not liable if Encrypted Material cannot be decrypted due to password loss. It is strongly recommended that you keep backups of any content on their own systems.

Your Responsibilities

Content in the Services may be protected by others’ intellectual property rights. Please don’t copy, upload, download, or share content unless you have the right to do so. We may review your conduct for compliance with these Terms. We aren’t responsible for the content people post and share via the Services. Keep Your Material protected. Be careful with your password to the Services. Don’t share your account credentials or give others access to your account. Pick a good password and don't use the same password elsewhere. You may use our Services only as permitted by applicable laws.

Software

Some of our Services may allow you to download client software (“Software”) which may update automatically. So long as you comply with these Terms, we give you a limited, nonexclusive, non -transferable, revocable license to use the Software, solely to access the Services. To the extent any component of the Software may be offered under an open source license, we’ll make that license available to you and the provisions of that license may expressly override some of these Terms. Unless the following restrictions are prohibited by law, you agree not to reverse engineer or decompile the Services, attempt to do so, or assist anyone in doing so.

Beta Services

We may release products and features that we’re still testing (“Beta Services”). Beta Services may not be as reliable as Encl’s other services. Beta Services are made available so that we can collect user feedback, and by using our Beta Services, you agree that we may contact you to collect such feedback. Beta Services are confidential until official launch. If you use any Beta Services, you agree not to disclose any information about those Services to anyone else without our permission.

Our Material

The Services are protected by copyright, trademark, and other laws. These Terms don’t grant you any right, title, or interest in the Services, others’ content in the Services, Encl trademarks, logos and other brand features.

Intellectual Property

‍We shall retain all rights, title and interest in and to all its respective patents, inventions, copyrights, trademarks, domain names, databases trade secrets, know-how and any other intellectual property and/or proprietary rights (collectively, "Intellectual Property Rights"). Except as expressly set out in this Terms, this Terms does not grant any right, title, or interest to you with respect to the Services or in any Encl intellectual property rights. We may use any feedback, ideas, comments, enhancement requests, recommendations or suggestions ("Suggestions") that you send or share with Encl without any obligation to you. You hereby grant to Encl a world-wide, royalty free, irrevocable, perpetual license to use and otherwise incorporate any Suggestions.

Paid Accounts

Billing. You can add paid features to your account (turning your account into a “Paid Account”). We’ll automatically bill you from the date you convert to a Paid Account and on each periodic renewal until cancellation. If you’re on an annual plan, we’ll send you a notice email reminding you that your plan is about to renew within a reasonable period of time prior to the renewal date. You’re responsible for all applicable taxes, and we’ll charge tax when required to do so. Some countries have mandatory local laws regarding your cancellation rights, and this paragraph doesn’t override these laws.

No Refunds. You may cancel your paid account at any time. Refunds are only issued if required by law.

Downgrades. Your Paid Account will remain in effect until it's cancelled or terminated under these Terms. If you don’t pay for your Paid Account on time, we reserve the right to suspend it or remove Paid Account features.

Changes. We may change the fees in effect but will give you advance notice of these changes via a message to the email address associated with your account.

Termination

You’re free to stop using our Services at any time. We reserve the right to suspend or terminate your access to the Services with notice to you if:

  1. you’re in breach of these Terms,
  2. your use of the Services would cause a real risk of harm or loss to us or other users, or
  3. you don’t have a Paid Account and haven't accessed our Services for 12 consecutive months.

We’ll provide you with reasonable advance notice via the email address associated with your account to remedy the activity that prompted us to contact you and give you the opportunity to export Your Material from our Services. If after such notice you fail to take the steps we ask of you, we’ll terminate or suspend your access to the Services.

We won’t provide notice before termination where:

  1. you’re in material breach of these Terms,
  2. doing so would cause us legal liability or compromise our ability to provide the Services to our other users, or
  3. we're prohibited from doing so by law.

Discontinuation of Services

We may decide to discontinue the Services in response to unforeseen circumstances beyond our control or to comply with a legal requirement. If we do so, we’ll give you reasonable prior notice so that you can export Your Material from our systems. If we discontinue the Services in this way before the end of any fixed or minimum term you have paid us for, we’ll refund the portion of the fees you have pre-paid but haven't received Services for.

Services “AS IS”

We strive to provide great Services, but there are certain things that we can't guarantee. TO THE FULLEST EXTENT PERMITTED BY LAW, ENCL AND ITS AFFILIATES, SUPPLIERS AND DISTRIBUTORS MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT THE SERVICES. THE SERVICES ARE PROVIDED "AS IS." WE ALSO DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Some places don’t allow the disclaimers in this paragraph, so they may not apply to you.

Limitation of Liability

WE DON’T EXCLUDE OR LIMIT OUR LIABILITY TO YOU WHERE IT WOULD BE ILLEGAL TO DO SO—THIS INCLUDES ANY LIABILITY FOR ENCL’S OR ITS AFFILIATES’ FRAUD OR FRAUDULENT MISREPRESENTATION IN PROVIDING THE SERVICES. IN COUNTRIES WHERE THE FOLLOWING TYPES OF EXCLUSIONS AREN’T ALLOWED, WE'RE RESPONSIBLE TO YOU ONLY FOR LOSSES AND DAMAGES THAT ARE A REASONABLY FORESEEABLE RESULT OF OUR FAILURE TO USE REASONABLE CARE AND SKILL OR OUR BREACH OF OUR CONTRACT WITH YOU. THIS PARAGRAPH DOESN’T AFFECT CONSUMER RIGHTS THAT CAN'T BE WAIVED OR LIMITED BY ANY CONTRACT OR AGREEMENT.

IN COUNTRIES WHERE EXCLUSIONS OR LIMITATIONS OF LIABILITY ARE ALLOWED, ENCL, ITS AFFILIATES, SUPPLIERS OR DISTRIBUTORS WON’T BE LIABLE FOR:

  1. ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR
  2. ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS, REGARDLESS OF LEGAL THEORY.

THESE EXCLUSIONS OR LIMITATIONS WILL APPLY REGARDLESS OF WHETHER OR NOT ENCL OR ANY OF ITS AFFILIATES HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES.

IF YOU USE THE SERVICES FOR ANY COMMERCIAL, BUSINESS, OR RE-SALE PURPOSE, ENCL, ITS AFFILIATES, SUPPLIERS OR DISTRIBUTORS WILL HAVE NO LIABILITY TO YOU FOR ANY LOSS OF PROFIT, LOSS OF BUSINESS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS OPPORTUNITY. ENCL AND ITS AFFILIATES AREN’T RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICES.

OTHER THAN FOR THE TYPES OF LIABILITY WE CANNOT LIMIT BY LAW (AS DESCRIBED IN THIS SECTION), WE LIMIT OUR LIABILITY TO YOU TO THE GREATER OF $10 USD OR 100% OF ANY AMOUNT YOU'VE PAID UNDER YOUR CURRENT SERVICE PLAN WITH ENCL.

Resolving Disputes

You and Encl both agree that any dispute between us in connection with the Services and/or this Agreement shall be determined by arbitration administered by the International Centre for Dispute Resolution (ICDR) in accordance with its International Arbitration Rules. The number of arbitrators shall be one (1) as shall be selected by the ICDR. The language of the arbitration shall be English. If Customer resides in a country with laws that give consumers the right to bring disputes in their local courts, this clause does not affect those requirements.

Jurisdiction

These Terms will be governed by British laws except for its conflicts of laws principles. However, some countries have laws that require agreements to be governed by the local laws of the consumer's country. This paragraph doesn’t override those laws.

Entire Agreement

These Terms constitute the entire agreement between you and Encl with respect to the subject matter of these Terms, and supersede and replace any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of these Terms. These Terms create no third party beneficiary rights.

Waiver, Severability & Assignment

Encl’s failure to enforce a provision is not a waiver of its right to do so later. If a provision is found unenforceable, the remaining provisions of the Terms will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights under these Terms, and any such attempt will be void. Encl may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services.

Modifications

We may revise these Terms from time to time to better reflect:

  1. changes to the law
  2. new regulatory requirements, or
  3. improvements or enhancements made to our Services.

If an update affects your use of the Services or your legal rights as a user of our Services, 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. These updated terms will be effective no less than 30 days from when we notify you.

If you don’t agree to the updates we make, please cancel your account before they become effective. Where applicable, we’ll offer you a prorated refund based on the amounts you have prepaid for Services and your account cancellation date. By continuing to use or access the Services after the updates come into effect, you agree to be bound by the revised Terms.