READ THIS AGREEMENT CAREFULLY. WE ARE WILLING TO PROVIDE XDRIVE'S SOFTWARE, CONTENT AND SERVICES ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE FOLLOWING TERMS.

BY REGISTERING WITH US AND/OR BY USING XDRIVE, YOU ARE AGREEING ELECTRONICALLY TO THE FOLLOWING TERMS, WHICH IS AN AGREEMENT BINDING ON YOU (THE "AGREEMENT"). IF YOU DO NOT AGREE, DO NOT USE XDRIVE.

1. ABOUT THIS AGREEMENT.
   
   This Agreement governs your registration, access and use of Xdrive's software (including any updates), services, Content and upgrades ("XDrive"). The general terms of this Agreement may be supplement by usage rules, terms, guidelines and policies ("Usage Rule(s)") that will apply to your use of specific Xdrive features. Such Usage Rules will be posted with the applicable application and are binding on you as part of this Agreement. In this Agreement, the terms:
   
   
   • "Content" means data, text, communications, software, images, sounds, video or other information that you store or that others may share with you, either privately or publicly on or through Xdrive;
   • "We" or "us" means collectively Xdrive LLC, its parent (AOL LLC) and affiliates; and
   • "You" and "your" means both you and such person or entity in whose behalf you act, if any.


2. CHANGES TO THE AGREEMENT.
   
   We may modify this Agreement and any Usage Rules at any time. You agree to assume all responsibility in reviewing this Agreement periodically so that you will be apprised of any changes. If you continue to use Xdrive after we post or notify you about changes to these terms, you are signifying your acceptance of the new terms.
   
   
3. XDRIVE.
   
   Xdrive provides online data storage resources. We offer Xdrive at different plans and price packages, either individually or as part of a premium bundle offered by AOL LLC or its affiliates (collectively, "AOL"). The level of features that will be available to you will depend on the plan and price package selected by you. Certain premium features, such as additional storage space, telephone customer support, etc., are available only with fee-based plans. The terms of the offer selected by you, including any fees associated with the plan, are binding on you. Purchases are final and non-refundable. In the event we offer any free trial promotions, we may limit the number of promotions we offer to you. Any trial promotion to a subscription plan (such as free trial time) must be used within the specified time of the trial. You must cancel your account before the end of the trial period to avoid being charged a fee.
   
   We have no obligation to offer any specific feature or plan. Certain features or offerings may not be available in all geographic locations. We may change or discontinue Xdrive or any feature of Xdrive at any time and without notice.
   
   
4. GENERAL OPERATING RULES; BANDWIDTH LIMITATIONS.
   
   YOU AGREE THAT WE MAY IN OUR COMPLETE DISCRETION ESTABLISH GENERAL OPERATING PRACTICES TO MAXIMIZE THE OPERATION AND AVAILABILITY OF XDRIVE FOR THE GREATEST BENEFIT OF OUR USERS AND TO PREVENT ABUSES. AS PART OF THESE PRACTICES, WE RESERVE THE RIGHT TO MONITOR OUR SYSTEM TO IDENTIFY EXCESSIVE CONSUMPTION OF NETWORK RESOURCES AND TO TAKE SUCH TECHNICAL AND OTHER REMEDIES WE DEEM APPROPRIATE TO PREVENT ABUSES. YOUR CONSUMPTION OF XDRIVE SERVICES MAY BE DEEMED EXCESSIVE IF, WITHIN ANY MONTH, YOUR USAGE GREATLY EXCEEDS THE AVERAGE LEVEL OF MONTHLY USAGE OF XDRIVE'S CUSTOMERS GENERALLY. IN THE EVENT YOU ARE DEEMED TO HAVE VIOLATED THIS POLICY, WE RESERVE THE RIGHT IN OUR DISCRETION TO ARRANGE A CUSTOM PRICING PLAN THAT WILL PERMIT YOU TO CONTINUE TO USE XDRIVE. PLEASE NOTE, INCIDENTS OF VIOLATION OF THIS POLICY HAVE BEEN INFREQUENT AMONG XDRIVE USERS; HOWEVER, WE RETAIN THE RIGHT TO TERMINATE OR SUSPEND YOUR ACCOUNT WITHOUT PRIOR NOTICE IN THE EVENT OF A VIOLATION OF THESE TERMS.
   
   
5. REGISTRATION WITH INTERACTIVE SERVICES.
   
   You may be required to register with us and obtain a User ID or screen name ("Screen Name") and password in order to access and use Xdrive. This same Screen Name may allow you to access other online services offered by us and AOL (collectively, the "AOL Services"). Your registration for a Screen Name will be subject to separate terms and conditions, which you agree you will abide by when you use your Screen Name with Xdrive or any other AOL Service. You may not have a Screen Name that is vulgar, attempts to impersonate another person or violates the rights of others. We also may reject any Screen Name that we determine in our discretion is unacceptable for use with Xdrive.
   
   
6. YOUR REPRESENTATION.
   
   You represent and warrant that you have adequate legal capacity to enter into this Agreement, that you will use Xdrive only for lawful purposes, that you are providing complete and accurate information about yourself when you register with us, that you will keep your registration information current, and that you will not violate the terms of this Agreement.
   
   
7. YOUR INFORMATION.
   
   The Xdrive Privacy Policy located at http://www.xdrive.com/privacy.jsp discloses our information practices regarding your registration and use of Xdrive and the choices that you can make about the use of your information. By signing up for Xdrive and/or by using Xdrive, you consent to the information practices disclosed in our privacy policy. Please keep in mind that your use of any Screen Name with Xdrive also is governed by the privacy policy of the AOL Service from which you obtained your Screen Name.
   
   
8. EQUIPMENT AND SOFTWARE.
   
   You must provide at your own expense Internet access, compatible software and compatible equipment to access and use Xdrive. You must ensure that you meet the system requirements that we will disclose to you when you sign up for Xdrive. You may need to download from us certain software to use Xdrive features. Please go to the "Support" area located at www.xdrive.com/support for more information. You may need to obtain updates or upgrades from time to time in order to continue using Xdrive. We may modify system requirements or the Software at any time.
   
   WE MAKE NO WARRANTY THAT ANY PARTICULAR COMPUTER OR OTHER DEVICE WILL BE COMPATIBLE OR FUNCTION WITH THE XDRIVE SOFTWARE AND SERVICE. We may modify the system requirements for Xdrive at any time.
   
   
9. YOUR RESPONSIBILITIES.
   
   Xdrive is for your personal use only. You are responsible for all activities under your account, including all legal liability incurred from the use or access of your account by you and others. You are solely responsible for the Content you store, make available or retrieve from your account and from all public folders. You are responsible for keeping your password confidential. You may not submit or transmit through Xdrive any Content, material, or otherwise engage in any conduct that:
   
   
   • violates or infringes the rights of others including, without limitation, patent, trademark, trade secret, copyright, publicity or other proprietary rights;
   • violates the privacy of another;
   • is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, or contains explicit or graphic descriptions, or accounts of, sexual acts;
   • victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
   • impersonates any person, business or entity, including our company and our employees and agents;
   • contains viruses or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, or otherwise permit the unauthorized use of a computer or computer network;
   • encourages conduct that would constitute a criminal offense, or that gives rise to civil liability;
   • advertises, sells or distributes prohibited items, including lotteries, betting or wagering activities, ammunition, firearms, fireworks, tobacco, alcohol, adult products/services and explosive materials;
   • violates this Agreement, guidelines or any policy posted on Xdrive; or
   • interferes with the use of Xdrive by others.
   
   You may not:
   
   
   • use Xdrive in any way that may damage, disable, overburden, or impair our servers or networks;
   • use Xdrive services to attempt to exploit a minor (under 18 years) old or solicit personal information from a minor;
   • try to gain unauthorized access to any services, user accounts, computer systems or networks, through hacking, password mining or any other means;
   • use Xdrive or communication tools provided by us to transmit, directly or indirectly, any unsolicited bulk communications (including e-mails and instant messages); or
   • harvest information about our users for the purpose of sending, or to facilitate the sending, of unsolicited bulk communications.
   
   We may take any legal and technical remedies to prevent the violation of this provision and to enforce this Agreement, including without limitation, immediate termination of your account or access to Xdrive if we believe in our discretion you are violating this Agreement.
   
   
10. PROPRIETARY RIGHTS.
    
    Xdrive, its licensors and contributors own all right, title and interest in Xdrive ("Xdrive Rights"). The Xdrive Rights are protected by copyright, trademark, patent, trade secret, international treaties, laws and other proprietary rights, and also may have security components that protect digital information. All Xdrive Rights are reserved by their respective owners. You may only use Xdrive as authorized by this Agreement.
    
    
11. POSTING CONTENT AND DATA.
    
    You may only share or post Content on Xdrive that you created or that you have permission to share or post. You are solely responsible for the Content you post on Xdrive, including without limitation, the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Content. We shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Content. You may not post or share Content that violates this Agreement. We do not claim ownership of any Content that you may post on or share through Xdrive; however, if you elect to submit Content on areas of Xdrive that are generally available to the public (such as message boards), you grant us, our parent, affiliates, and distributors the right to use, copy, display, perform, distribute, adapt and promote this content in any medium. Visit the Copyright Permission Page for information on how you can request permission to reproduce certain Content from Xdrive.
    
    
12. MONITORING.
    
    We are not liable for Content that is provided by others. We have no duty to pre-screen such Content. We reserve the right to remove Content for any reason, but we are not responsible for any failure or delay in removing such material. We are not responsible for Content made available on the Internet.
    
    
13. FEES AND PAYMENT.
    
    You agree to pay the applicable fees and charges for any purchases that you make from us. All charges are nonrefundable unless provided otherwise by us. We may limit the number of promotions for which you may be eligible in a given period. You must select a payment method to pay us for any subscription fees and all purchases made from us. You must give us accurate billing and payment information and keep this information up-to-date by going to the "Support" area on Xdrive, or you can go to Keyword: Billing if you subscribe to Xdrive as a member of the AOL Online Service. We will bill you through the payment method that is associated with your account. You agree to pay us for all charges incurred under your account, including all applicable taxes, fees and surcharges. You authorize us to charge your designated payment method for these charges and to retain information about the payment method associated with your account. If we do not receive payment from your designated payment method, you agree to pay all amounts due upon demand by us. We may, in our discretion, post charges to your payment method individually or may aggregate your charges with other purchases you make from us.
    
    Every time you make a purchase or use Xdrive, you reaffirm that (i) we are authorized to charge your designated payment method; (ii) we may submit charges incurred under your Account for payment; and (iii) you will be responsible for such charges, even if your membership is canceled or terminated. You are responsible for all charges incurred under your account made by you or anyone who uses your account (including your children, family or friends).
    
    Any monthly service fees will be charged one month in advance and are not refundable. We will automatically charge your payment method for your monthly service charges, and any applicable fees and taxes, after the last day of the billing period. Any pre-paid services or other subscription plans, such as seasonal passes, will be subject to supplemental terms that will be disclosed to you when you make your purchase and that will supplement this contract.
    
    After 30 days from the date of any unpaid charges, your account will be deemed delinquent and we may terminate or suspend your account for nonpayment. We reserves the right to assess an additional 1.5 percent (or the highest amount allowed by law, whichever is lower) per month late charge if your payment is more than 30 days past due and to use alternate means to collect any unpaid charges. You are liable for any fees, including attorney and collection fees incurred by us in our efforts to collect any remaining balances from you.
    


14. BILLING DISPUTES.
    
    You must notify us about any billing problems or discrepancies within 60 days after they first appear on the statement you receive from your bank or credit card company. If you do not bring such problems or discrepancies to our attention within 60 days, you agree that you waive the right to dispute such problems or discrepancies. Please go to the Support area on www.xdrive.com for general billing information.
    
    
15. LICENSE; SOFTWARE.
    
    We grant you a personal, non-exclusive, non-transferable, limited and revocable license to use Xdrive for your own use and provided that you comply and remain in compliance with this Agreement. You may not circumvent any mechanisms for preventing the unauthorized reproduction or distribution of Xdrive. Your license terminates immediately upon cancellation or termination of your Xdrive account or if we believe you are in violation of this Agreement. Unless provided otherwise in a separate license agreement, any software we provide to you may be installed on any single computer or device from which you wish to access and use Xdrive. You may not (a) sell or redistribute Xdrive, (b) incorporate any aspect of Xdrive into another product, or (c) reverse engineer, decompile or disassemble Xdrive or otherwise attempt to derive the source code from Xdrive (except where expressly permitted by law). You may not modify, adapt or create derivative works from Xdrive in any way or remove proprietary notices posted on Xdrive. You may access Xdrive only through the software, interfaces and protocols provided or authorized by us. Also, you may not authorize or assist any third party to do any of the things prohibited in this paragraph. Any rights not specifically licensed to you for any Xdrive software are reserved by the owner of the rights in the software. We may automatically check your version of Xdrive software. We may automatically update Xdrive software on your computer to improve the performance and capabilities of such software. If you shut down the Xdrive software during an automatic update or otherwise interfere with the installation of the update, the software may be damaged and/or cease to operate.
    
    Your license will end on the date your Xdrive service ends. Your license will also end if we modify Xdrive in a way that no longer supports the service.
    
    Xdrive (including its software) is a "commercial item," as that term is defined in 48 C.F.R. 2.101, consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 27.405(b) (2) (June 1998) and 48 C.F.R. 227.7202, all U.S. Government end users acquire the Software with only those rights as set forth herein.
    
    We are under no obligation to provide you with any error corrections, updates, upgrades, bug fixes and/or enhancements to Xdrive, although we may do so in our sole discretion.
    
    You agree that the terms of the AOL Developer Network Agreement will be binding on you if you elect to access or use any developer applications provided by us, including without limitation, code (in object or source code form, and instructions), application programming interfaces, software development kits and related documentation, data, content and services.
    
    
16. DISCLAIMER OF WARRANTIES.
    
    We provide Xdrive "as is", "with all faults" and "as available." We, our vendors and distributors ("Service Providers") make no express warranties or guarantees about Xdrive. TO THE EXTENT PERMITTED BY LAW, THE SERVICE PROVIDERS DISCLAIM IMPLIED WARRANTIES THAT XDRIVE IS MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING. THE SERVICE PROVIDERS DO NOT GUARANTEE THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF XDRIVE, INCLUDING ANY SUPPORT SERVICES, WILL BE EFFECTIVE, RELIABLE, ACCURATE, MEET YOUR TASTES, OR MEET YOUR REQUIREMENTS. WE DO NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE XDRIVE (EITHER DIRECTLY OR THROUGH THIRD-PARTY NETWORKS) AT TIMES OR LOCATIONS OF YOUR CHOOSING. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY OUR REPRESENTATIVES SHALL CREATE A WARRANTY. WE MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE INEGRITY OR SECURITY OF YOUR FILES OR CONTENT. WE MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY, QUALITY, INTEGRITY, LEGALITY, RELIABILITY, APPROPRIATENESS AND COPYRIGHT OF ANY DATA OFFERED OR SHARED BY OTHERS ON XDRIVE. You may have additional consumer rights under your local laws that this contract cannot change. You use Xdrive at your own risk.
    
    
17. LIMITATION OF LIABILITY.
    
    YOUR EXCLUSIVE REMEDY REGARDING ANY SOFTWARE PROVIDED BY US SHALL BE THE REPLACEMENT OF ANY SUCH SOFTWARE FOUND TO BE DEFECTIVE. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY OTHER DISPUTE WITH THE SERVICE PROVIDER OR XDRIVE IS TO DISCONTINUE YOUR USE OF XDRIVE OR TO CANCEL ANY SUBSCRIPTION THAT YOU MAY HAVE WITH US. IN NO EVENT SHALL OUR CUMULATIVE LIABILITY TO YOU FOR ANY AND ALL CLAIMS RELATING TO THE USE OF XDRIVE EXCEED THE TOTAL AMOUNT OF SERVICE FEES THAT YOU PAID DURING A ONE-YEAR PERIOD FOR THE SPECIFIC SERVICE AT ISSUE.
    
    WE SHALL NOT BE LIABLE FOR LOSS OF CONTENT THAT YOU STORE WITH XDRIVE. WE ARE NOT RESPONSIBLE FOR CIRCUMSTANCES BEYOND OUR CONTROL, INCLUDING WITHOUT LIMITATION, ACTIONS OF THIRD PARTIES OR NATURAL DISASTERS.
    
    THE SERVICE PROVIDERS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING FROM YOUR USE OF XDRIVE AND ITS SOFTWARE. THESE EXCLUSIONS APPLY TO ANY CLAIMS FOR LOST PROFITS, LOST DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF THE SERVICE PROVIDERS KNEW OR SHOULD HAVE KNOWN THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, THE SERVICE PROVIDERS' LIABILITY IN SUCH STATE OR JURISDICTION IS LIMITED TO THE EXTENT PERMITTED BY LAW.
    
    
18. CANCELLATION.
    
    Unless you are on a plan that requires a time commitment, you may cancel a subscription that you may have with Xdrive at any time, for any reason. Please go to the "Support" area on Xdrive at www.xdrive.com or to Keyword: Billing on the AOL Online Service for instructions on how to cancel a subscription. If you are participating in any trial period offer, you must cancel Xdrive before the end of the trial period to avoid incurring charges. Certain plans may require cancellation charges, and you will pay all cancellation charges as specified in the materials describing the offer.
    
    
19. TERMINATION; DEACTIVATION.
    
    We may cancel or suspend access to your Xdrive account at any time, without cause and/or without notice. TERMINATION OR CANCELLATION OF AN AOL SERVICE OR SCREEN NAME THAT IS ASSOCIATED WITH YOUR XDRIVE ACCOUNT MAY ALSO RESULT IN THE TERMINATION OF YOUR XDRIVE ACCOUNT. We may (in our sole discretion) remove and/or purge the data and account of any user from our system if a user of any free service does not access his or her account for a period of one (1) year.
    
    Your right to use Xdrive will end once your Xdrive account is cancelled or terminated, and any data you have stored on Xdrive may be unavailable later. You remain responsible for paying any amounts owed on your account at the time your account is terminated or cancelled.
    
    
20. INDEMINIFICATION.
    
    Upon a request by us, you agree to defend, indemnify, and hold harmless us and our subsidiaries, parent and other affiliated companies, and their employees, contractors, officers, and directors from all liabilities, claims, and expenses, including attorney's fees that arise from your use or misuse of Xdrive and for any violation by you of this Agreement. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.
    
    
21. ELECTRONIC CONTRACTING AND NOTICES.
    
    Your affirmative act purchasing or registering for Xdrive constitutes your electronic signature to this Agreement and your consent to enter into agreements with us electronically. You agree that we may send to you in electronic form any privacy, disclosures or other notices about Xdrive, including without limitation, notices about changes to pricing or changes to this Agreement (collectively, "Notices"). We can send you electronic Notices (1) to the e-mail address that you provided to us during registration, (2) to any e-mail account associated with the Screen Name you use for your Xdrive account, or (3) by posting the Notice on Xdrive. The delivery of any Notice from us is effective when sent by us, regardless of whether you read the Notice when you receive it or whether you actually receive the delivery. You can withdraw your consent to receive Notices electronically by canceling or discontinuing your Xdrive account. In order to receive Notices electronically, you must have a personal computer with a modem connected to a communications source (telephone, wireless or broadband), and a Windows-based operating system with an Internet browser or a Macintosh-based operating system with an Internet browser. You will need a printer attached to your personal computer to print any Notices. You can retrieve an electronic copy and a printable version of this contract by clicking on the "Terms of Service" (or "Terms of Use") link on the home page of www.xdrive.com. All contracts completed electronically will be deemed for all legal purposes to be in writing and legally enforceable as a signed writing.
    
    
22. ENTIRE AGREEMENT.
    
    This Agreement and any Usage Rules, price package offers, supplemental terms, policies, rules and guidelines posted on Xdrive constitute the entire agreement between you and us and supersede all previous written or oral agreements. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. Sections 6, 9, 13 to 16, 18, and 20 to 22 survive the termination of this Agreement.
    
    
23. CHOICE OF LAW AND LOCATION FOR RESOLVING DISPUTES.
    
    You agree that the law of the Commonwealth of Virginia governs this contract and any claim or dispute that you may have against us, without regard to Virginia's conflict of laws rules, and that the United Nations Convention on Contracts for the International Sale of Goods shall have no applicability. You further agree that any disputes or claims that you may have against us will be resolved by a court located in the Commonwealth of Virginia.
    
    PLEASE NOTE THAT BY AGREEING TO THIS AGREEMENT, YOU ARE: (1) WAIVING CLAIMS THAT YOU MIGHT OTHERWISE HAVE AGAINST US BASED ON THE LAWS OF OTHER JURISDICTIONS, INCLUDING YOUR OWN; (2) IRREVOCABLY CONSENTING TO THE EXCLUSIVE JURISDICTION OF, AND VENUE IN, STATE OR FEDERAL COURTS IN THE COMMONWEALTH OF VIRGINIA OVER ANY DISPUTES OR CLAIMS YOU HAVE WITH US; AND (3) SUBMITTING YOURSELF TO THE PERSONAL JURISDICTION OF COURTS LOCATED IN THE COMMONWEALTH OF VIRGINIA FOR THE PURPOSE OF RESOLVING ANY SUCH DISPUTES OR CLAIMS
    
    
24. ASSIGNMENT.
    
    We may assign this contract at any time without notice to you. You may not assign or transfer this contract to any one else.
    
    
25. PROCEDURES FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT.
    
    We respect the intellectual property of others. If you believe that your work has been copied and is accessible on Xdrive in a way that constitutes copyright infringement, please review the Procedures for Making Claims of Copyright Infringment for instructions on how to contact us to report possible copyright infringement.
    
    

Last Updated: 02-26-2007