General Provisions
Company Information
1.1. ThatApp.io is a software offering provided by SPOXY, LLC, a Utah-based Limited Liability Company with offices in South Jordan, Utah ("we," "us").
Services Description
1.2. We provide online software-as-a-service (SaaS) applications, enabling professional users to make backups of their files and data stored in supported third-party cloud applications. Our applications and related services are referred to as our "Services." The third-party cloud applications are referred to as "Integrations."
Supported Integrations
1.3. Our Services are only available for supported Integrations. Please refer to our website (Supported Integrations) to learn about the current and future supported Integrations.
Account Registration
1.4. To use our Services, you must create an account on ThatApp.io and be at least eighteen (18) years old. Registration requires your acceptance of these terms and conditions (the "Conditions") and our Privacy Policy. By registering an account as a professional user, you accept the Conditions on behalf of the company you represent. We recommend you carefully read these Terms before accepting them. These Conditions govern your use of our Services and your subscriptions.
Modification of Terms
1.5. We may modify these Conditions from time to time for any valid reason, including changes in the business environment or policies. Changes to these Conditions will be published on our website (ThatApp.io) and notified by email to registered users. Modified Conditions will enter into force ten (10) business days after such notification unless stated otherwise in our message. Continued use of our Services after modification signifies acceptance of the modified Conditions.
Right to Access and Use
2.1. Upon full payment of your subscription fees (whether monthly or yearly), we grant you a limited, non-exclusive, and non-transferable right to access and use the Services during your chosen subscription term ("Subscription Term"). This right is for internal use only and does not permit you to offer our Services as a service to third parties.
Account Registration
3.1. To use our Services, you must create an account and be at least eighteen (18) years old.
3.2. To register your account, you will need an email address and password. You will also be prompted to provide your name or an alias for communication purposes. Once your account is set up, you will be able to link your account to the Integrations and establish connections.
3.3. You must keep your authentication data confidential and not disclose it to third parties. In case of a breach of confidentiality, you must notify us immediately and follow our instructions. Any actions performed through your account will be deemed performed by you, and you may be held liable for such actions. We reserve the right to block access to our Products and Services if we detect or reasonably suspect any unauthorized access or use.
Subscription and Service Term
4.1. Subject to the terms of this Agreement, you can subscribe to different service plans of your choice as set forth on your subscriptions page. This Agreement will remain in effect for the chosen Subscription Term and will renew under the same conditions for consecutive terms of the same duration. You may terminate or downgrade your subscriptions at any time from within your subscriptions page, and such changes will apply after the expiration of the current Subscription Term. SPOXY, LLC may terminate your subscription with a minimum notice period of sixty (60) days, affecting the renewal of your subscription. Your current Subscription Term will not be affected. This is without prejudice to SPOXY, LLC’s right to terminate the Agreement for cause as stated in clause 19.
4.2. Any renewal or extension of use after a trial version or promotional subscription to the Services will occur as a paid subscription in accordance with our price plan in effect at the time of renewal or extension.
4.3. Consumers who subscribe to our Services cannot invoke a right to withdraw the subscription during a reflection period, as our Agreement concerns software and is performed immediately after the commencement of the subscription.
Authorized Users
5.1. Our Services shall be used solely by you or users authorized by you, for whom you agree to bear full responsibility. You may only add users to your subscription if this is included in your subscription plan. You will ensure that all authorized users comply with the obligations under these Conditions.
Fees and Price
6.1. Subscriptions are subject to different price plans, which are listed on the pricing page. Payments are due and payable monthly or annually according to the chosen plan. The payment methods accepted by us are indicated on the subscriptions page. Unless otherwise indicated, all fees are exclusive of value-added or other taxes. You agree to pay all taxes, duties, and charges arising out of or in connection with this Agreement on or before their due date.
6.2. In the event of overdue payments, we reserve the right to suspend, downgrade, or terminate your account and your access to our Services.
6.3. Paid fees are non-refundable.
6.4. We reserve the right to modify the applicable price plans at any time for any valid reason, taking into consideration the business environment, technical evolution, adaptations to our business strategy, etc. Changes to your price plan will be notified to you by written notice. Changes will become effective when your current Subscription Term (monthly or yearly) expires, and your next payment is due after the notice of change. If your current Subscription Term expires within thirty (30) days of our notice to you, the change in your price plan will not take effect until your subscription renews for a second time after the notice. If you do not agree with the proposed changes to your price plans, you may terminate or downgrade your subscription during the notice period from within your subscriptions page.
Suspension of Services
7.1. We are entitled to deny access to our Services and to suspend our Services if you or your authorized users materially or repeatedly breach any provision of these Conditions. Unless we reasonably believe that we need to act urgently due to the circumstances, we will provide a notice of default by email before taking such action. Circumstances warranting such action may include, but are not limited to, situations where we may incur legal liability caused by your actions, when the security of our Services is at risk, or when other users’ ability to access and use our Services may be disrupted.
Warranties and Disclaimers
8.1. During the term of this Agreement, we will provide our Services with a reasonable level of skill and care, ensuring that our Services substantially conform to the specifications contained in our documentation. Our sole responsibility under this limited warranty is to use reasonable efforts to correct or replace the Services that fail to conform to this limited warranty.
8.2. This limited warranty does not apply if: (a) you or any authorized user, or third party on your behalf, modifies any part of our Services; (b) you fail to notify us of the claimed breach of warranty in a timely manner; (c) the failure to conform is caused wholly or partly by third parties other than us, or by products, equipment, software, services, infrastructure, or environments not supplied by us, including Integrations; (d) you use our Products or Services in any manner that is not in conformity with these Conditions.
You acknowledge that you are responsible for the internet connections and infrastructures necessary to use our Services. Online services are not guaranteed to be uninterrupted or error-free, relying on various services and factors outside our control. Furthermore, you acknowledge that our Services depend on third-party Integrations and applications, which may be modified by such third parties, potentially causing errors.
8.3. Except as expressly stated, the above warranties are the only warranties we provide concerning our Services, which are otherwise offered on an as-is and as-available basis. We, along with our suppliers, licensors, and distributors, disclaim all other warranties, express or implied, by operation of law or otherwise, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose.
Modifications to Our Services or Products
9.1. In an evolving environment, we are continually changing and improving our Services. We may make performance or security improvements, change functionalities or features, adapt our Services to be compatible with Integrations, products, or services that we depend on, or make changes to comply with legal obligations or prevent illegal activities or abuse of our systems.
We will provide notice of material changes to our Services that we reasonably believe will adversely impact your usage. However, we may need to make urgent changes without prior notice in situations requiring immediate action to ensure the security and operability of the Service, prevent abuse, or meet legal requirements or imposed standards. If you do not agree with any changes, you are entitled to terminate the Agreement as stated in Article 4.
Acceptable Use
10.1. Without prejudice to any other provision of these Conditions, you are not allowed to:
Upload, transfer, or post any content that is false or misleading, defamatory, illegal, or otherwise harmful to other users or third parties;
Distribute computer viruses or any other form of harmful code;
Attempt to gain unauthorized access to our systems, undertake hacker attacks, circumvent any security provisions, or interfere in any other way with our services and communications;
Copy, analyze, reverse engineer, or modify the software code used for the performance of our Services.
10.2. If you or any authorized user violates one or more of the aforementioned provisions, you will be obliged to follow our instructions. If files or data stored using our Services are unlawful, we are entitled to remove these files or data immediately and destroy them without prior notice. We shall not be liable for any damage arising from such actions.
Your Files and Data
11.1. You retain sole and exclusive ownership of all files and data that are transferred and stored through our Services.
11.2. We have the right to use and disclose your files and data to: (a) you or your authorized users to provide our Services; (b) monitor your use of our Services for security and other internal business purposes; (c) enforce the terms of these Conditions.
11.3. We handle and protect your personal data in accordance with these Conditions and our Privacy Policy. By subscribing to and using our Services, you agree to our use of such data as stated in the Privacy Policy.
11.4. If you transfer and disclose personal data as part of backed-up data, you agree to instruct us on the basis of our Data Processing Agreement. In this instance, we act as your processor, and you are the controller. You agree to comply with applicable legislation regarding the protection of personal data, particularly the GDPR (Regulation 2016/679).
Intellectual Property
12.1. You retain sole and exclusive ownership of all intellectual property rights in all files and data that are transferred and stored through our Services.
12.2. We, our licensors, and our suppliers are the sole owners of our applications, documentation in any form, and the know-how incorporated in our Services, including all copyright, design right, trade secret, patent, trademark, and other intellectual property rights. Nothing in these Conditions provides you or any authorized user with any rights, title, or ownership to any of such Services and/or intellectual property rights, except as explicitly stated in these Conditions.
Non-Infringement
13.1. We warrant that our Services do not infringe upon any third party's intellectual property rights. If any action, claim, or opposition arises from a third party claiming an adverse intellectual property right, we will defend you, provided the alleged violation does not result from modifications or additions made by you, or from any unauthorized use.
13.2. If one or more Services are judged or alleged to infringe upon third party rights, we will, at our choice: (a) provide a replacement with similar functionalities and performance; (b) obtain the right to continue using and exploiting the concerned Service; or (c) reimburse the price paid for the relevant Service.
Confidentiality
14.1. Any non-public information, data, materials, or know-how supplied by one party to the other in connection with these Conditions, which a reasonable person would consider confidential ("Confidential Information"), constitutes valuable assets of the disclosing party.
14.2. During the term of these Conditions and for five (5) years thereafter, each party agrees to use Confidential Information only for authorized purposes, hold it in strict confidence, and not disclose it to any third party except as necessary to provide the Services or as otherwise contemplated under these Conditions. Access to Confidential Information shall be limited to those employees and contractors whose use or access is necessary for the authorized use of the Confidential Information.
14.3. The obligations of non-disclosure shall not apply if a party is legally required to produce Confidential Information pursuant to a subpoena or other legal process, provided that such party gives prompt written notice to the other party (to the extent permitted) and produces only that portion of the Confidential Information legally required.
Liability
15.1. We, our suppliers, licensors, and distributors, are not liable for:
Losses not caused by our breach of these Conditions;
Losses or damages that were not reasonably foreseeable at the time of your subscription to our Service;
Indirect or consequential damages, including but not limited to commercial loss, moral damage, loss of goodwill, lost profits, revenues, expected savings or opportunities, or third-party claims;
Losses that could have been reasonably prevented or mitigated by you;
Losses caused by circumstances not notified to us promptly;
Losses caused by third-party infrastructure, goods, or services.
15.2. Our total liability, and that of our suppliers and distributors, for any claims under these Terms, including implied warranties, is limited in aggregate to the total amount paid by you for the Services.
15.3. You and your authorized users determine which files and data are transferred and stored using our Services. We have no knowledge of these data and their content and shall not supervise or control them. Therefore, you remain responsible for the transferred data and shall indemnify us against any third-party claims arising from your use of our Services.
15.4. Nothing in these Terms excludes or limits liability for death or personal injury, fraud, fraudulent misrepresentation, or any liability that cannot be excluded by law. In such cases, liability may still be limited to a reasonable maximum amount, as decided by a court if necessary.
15.5. You acknowledge that the price of our Services reflects the financial risk we undertake, and this clause reflects that understanding.
Force Majeure
16.1. We will not be liable for any failure or delay in performing our obligations due to causes beyond our reasonable control ("Force Majeure"), including but not limited to acts of God, government actions, fire, general strikes, civil disturbances, terrorism, transportation interruptions, power or communication failures, natural disasters, or epidemics.
16.2. A Force Majeure event will not automatically terminate our agreement under these Conditions, but if the non-performance due to Force Majeure continues for more than thirty (30) days, either party may terminate the agreement by giving thirty (30) days’ written notice to the other party.
Termination for Cause
17.1. Either party may terminate the agreement under these Conditions for cause (1) upon thirty (30) days' written notice of a material or repeated breach if such breach remains uncured at the end of the period, or (2) immediately upon written notice if the other party becomes subject to a bankruptcy petition, insolvency, receivership, restructuring, liquidation, or assignment for the benefit of creditors, or undergoes any similar procedure due to debt.
Effect of Termination
18.1. Upon the effective date of termination of the Subscription Term, all usage rights terminate. If we terminate the subscription, we will provide at least ten (10) days’ prior notice. During this period, you can migrate your files out of our backup storage, following our instructions upon request. After this period, you will no longer have access to stored files and data, which we will be entitled to delete.
18.2. If you terminate the subscription, you may migrate files and data before the termination date.
18.3. In case of termination for cause as stated in Article 17, we will decide whether you should have the opportunity to migrate your files, considering the circumstances.
Independent Contractors
19.1. The parties are independent contractors. These Conditions do not create a partnership, franchise, joint venture, agency, or employment relationship between the parties.
Severability
20.1. If any provision of these Conditions is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, it shall be deemed replaced by a valid and enforceable provision that respects the intention of the unenforceable provision, insofar as possible.
Applicable Law
21.1. These Conditions and the contractual relationship between us and you are governed by the laws of the State of Utah, USA, without regard to its conflict of law principles. Legal instruments of international private law, such as the Vienna Convention on the International Sale of Goods, do not apply.
Jurisdiction
22.1. The courts of the State of Utah shall have exclusive jurisdiction for all disputes arising out of or in connection with these Conditions and the use of ThatApp.io, without prejudice to any applicable consumer protection laws.
22.2. Furthermore, in case of a dispute, you agree to submit to the personal and exclusive jurisdiction of the courts located within Salt Lake County, Utah.