Thank you for using Cubbit, we're glad you have chosen to join the Cubbit Swarm!
This Cubbit Business Service Agreement (the "Agreement") is between Cubbit S.r.l., with its registered office in Via della Zecca 1, 40121 Bologna, Italy ("Cubbit" or “we” or “us”) and the legal entity agreeing to these terms ("Customer" or “you”). Cubbit is designed to store, synchronize, share files and collaborate using state-of-the-art end-to-end encryption, which has a lower environmental impact on our planet than traditional centralized cloud storage service providers. This Agreement governs access to our websites, client software (the “Software”), and all technologies or functions (the “Service”), unless you (i.e. your organisation) has a separate agreement in effect with Cubbit. By clicking “I agree” or by starting to use our Service, you declare to understand and accept the following terms, also representing and guaranteeing to have the legal power to enter into the agreement and to act on behalf of the Customer.
Please do not use this Service if you are not of legal age, or if you are prohibited from doing so by applicable law.
Capitalized terms and expressions used in this Business Agreement shall have the following meaning:
Agreement means, collectively, this Business Agreement, each applicable Order Form, the Data Processing Agreement Addendum and any Service Addenda entered into by the parties.
Customer Data means uploaded and stored data, account data, messages, comments, structured data and any other files transmitted to the Service by the Customer or by End Users
Cubbit Network: is the peer-to-peer network, formed by all the Cubbit nodes distributed worldwide, the server coordinator and the Client Software.
Distributed Cloud Service: is the service performed by Cubbit through the Client Software and the web app in connection with the Cubbit Network.
Effective Date means the date of subscription of the Service.
End Users means the Customer and those individuals (i.e. employees, contractors, colleagues) who use the Service through accounts associated and administered by the Customer.
End User Account means a Cubbit account assigned by the Customer through the Service for an End User.
Intellectual Property Rights means current and future worldwide rights under patent, copyright, trade secret, trademark, moral rights and other similar rights.
Service Data means non-encrypted information which is collected by Cubbit (and may contain Personal Data), in order to operate and provide the Service.
Metadata: are basic information on users’ data (i.e. file extension and dimension), that are stored in a separate storage service within the European Union. This information is only used to identify the peers on which files are distributed to.
Purchase Order means the document on which the terms and conditions of the purchased Service are summarized.
Third-party Request means the request by a third party, including search warrants from public authorities, court orders or subpoenas, or any other request for which there is written consent by the Customer, relating to information regarding the use of the Service, including data stored in the Customer Account and in the administered End Users accounts.
2.2. Software. Use of the Service requires you to download and install the Software on a personal computer running a supported operating system (Windows 10, MacOS 10.13, Ubuntu: 18.04 LTS, linux mint: 19 LTS, or higher) and to have access to the internet. The Customer shall use the Software exclusively to access and use the services offered by Cubbit.
2.3. Main Features. Cubbit enables Customers and End Users to store, synchronize, share files and collaborate to folders using state-of-the-art, end-to-end encryption. Every single file is encrypted, split into several chunks and distributed over a peer-to-peer network of nodes, which we have named the Swarm. Our hybrid cloud architecture has also less environmental impact on our planet than traditional centralized cloud storage service providers (please see paragraph n. 12 ).
2.4. Communications. Customers understand and agree that the Service may require Cubbit to send communications, such as service announcements and administrative messages, and that such communications are considered part of the Service offered and that it is not possible to opt-out from receiving them. Cubbit may also send promotional offers and general news about Cubbit or its affiliates, but customers may opt-out of receiving such communications at any time.
3. Access to the Services
3.1. Account Set Up. To access the Service it is required to create a Cubbit account by creating a username (i.e. your company's email address), a strong password plus a phrase or recovery code (the “Credentials”).
3.2. Admin Panel. Customers access an Administration Panel from their account, which allows them to manage the Service, including the ability to add new End-Users to the Team - each of whom will receive the amount of storage space included in the customer’s subscription plan.
4. Confidentiality and Security
4.1. Encryption: Before the upload, every file is encrypted with an AES-256 key (a military-grade protocol used by the US government to protect top-secret files) that is randomly generated client-side and added to the user’s keychain. This keychain is then encrypted by a key generated from the user’s password before being saved on the coordinator server. As a result, according to our knowledge and state-of-the-art technology, it is mathematically impossible for us or anyone who has not been authorized by you to decrypt or invert your encrypted files.
4.2. Zero Knowledge: WE DON’T HAVE A RECORD OF A USER’S PASSWORD. THIS MEANS THAT ONLY YOU HAVE THE KEY TO DECRYPT AND ACCESS YOUR OWN FILES. WE RECOMMEND YOU KEEP IT SAFE.
This also means that there is no way for us to recover your password if lost. However, you can reset your password by correctly typing the secret code or phrase you set when you created your Cubbit account.
DISCLAIMER: IN CASE OF LOSS OF BOTH YOUR PASSWORD AND THE RECOVERY PHRASE, YOUR DATA WILL NO LONGER BE ACCESSIBLE OR RECOVERABLE.
5. Customer Responsibilities
5.1. Eligibility. Customers represent and warrant to be at least 18 years of age or of legal adult age in your country of residence and to have the right and legal capacity to sign this Agreement.
5.2. Password Security and Confidentiality. Customers understand and expressly agree that, pursuant to clause 4.2, in the event of loss of a Cubbit account password, together with the secret phrase, the encrypted content stored within the Cubbit account will no longer be accessible and decryptable by anyone, not even Cubbit. Therefore, Customers are committed to maintaining the security and confidentiality of the Cubbit Business account password.
5.3. Compliance. Customers (i) shall use the Service in accordance with the terms of this Agreement, the End User License Agreement and any applicable contractual terms or policies, and the laws and regulations applicable to them for the use of the Service; (ii) acknowledge that the Service offered by Cubbit are adequate for their purposes, taking into account the nature of Customer's data and the technical and organizational requirements implemented by Cubbit under EU Data Protection Laws.
5.4. Unauthorized Access and Use. Customers will be responsible for preventing unauthorized access and use of the Service by administrators and/or End Users and for the termination of any unauthorized use or access to the Service. Customers represent and warrant to be responsible for the activities carried out within a Cubbit Business account and the accounts of their End-Users and agree to notify Cubbit immediately of any unauthorized access or use, releasing Cubbit from any liability or responsibility for any damage or loss suffered in connection with such unauthorized access or use.
5.5. Use Restrictions. Customers agree not to: (i) sell, resell or lease the Service or Software; (ii) use the Service or Software for activities where use or failure of the Service or Software could lead to physical damage, death or personal injury; (iii) reverse engineer the Service or Software, or attempt or assist anyone else to do so, unless the specific cases provided for in the End User Licence Agreement.
6. Customer Files
6.1. Limited Licence. By using the Service, the Customer and its End User expressly grant Cubbit the licence to store, use, copy, transmit, distribute the files they choose to store or synchronize and the licence to copy, share or publish and distribute the content of the file to those being designated by them, either through the generation of a private or a public link.
Cubbit will use those files for the sole purpose of providing the requested service. This limited permission shall also apply to any subcontractors or subprocessors of Cubbit.
6.2. Sharing, Collaborating and Confidentiality. The encrypted content of Customer Files will always be inaccessible to anyone unless you decide to make it available to others. The use of the Software allows you to access all the Service features, such as storage, synchronization and sharing of encrypted files and folders and also to assign individual roles and privileges to individual recipients (i.e. Admin, Editor, Viewer), in order to define how to collaborate with the selected folders.
In particular, the Software allows to generate a custom encryption key for each single file that users wish to share externally, so that only the recipient of the file - who has the decryption key - actually has the right to access it.
6.3. Third-party Requests:
6.3.1. Customer Responsibility. Considering that all files uploaded within the Cubbit account are encrypted by a user-side encryption key, of which Cubbit has no knowledge (as explained in paragraph 4 above), Customers, therefore, acknowledge and accept that they are solely responsible for responding to any requests for information coming from third-parties, through their access to the data stored in the account. Customers undertake to make every diligent effort to provide the information necessary to respond to requests from third parties and to contact Cubbit only if its intervention is not necessary under the circumstances.
6.3.2. Cubbit Responsibility. If Cubbit receives a Third-Party Request relating to Customers, Cubbit will make any commercially reasonable efforts, to the extent allowed by law and by the terms of the Third-party Request, to: (i) notify Customers regarding the receipt of the Third-party Request; (ii) comply with the Customer's commercially reasonable requests regarding its efforts to oppose a Third-party Request; and (iii) provide Customers with the information or tools required to respond to the Third-party Request, if Customers are otherwise unable to respond to the Third-party Request.
If Cubbit is prohibited from notifying Customers of a Third-Party Request or Customers fail to respond promptly to any Third-party Request, Cubbit may, but are not obligated to do so. In particular Cubbit may provide Service Data in response to a Third-party Request, to the limitations set out in paragraph 4, if Cubbit has reason to believe that this is necessary in order to (i) comply with the law or order issued by any legal authority; (ii) avoid violations of the rights of third parties; (iii) protect Cubbit's property or the personal safety of others Customers or End-Users or the public.
7. Intellectual Property Rights
7.1. Reservation of Rights. Except as expressly set forth herein, the Agreement does not grant: (a) Cubbit any intellectual property rights in Customer Data; or (b) Customers any intellectual property rights of the Service or the Cubbit trademarks and characteristics.
7.2. Rights over Content. Customers hereby represent and warrant that they are responsible for the content of the files uploaded to the Cubbit Cloud Network using the Service, and that they have all necessary permissions to distribute, transfer, store those files, including copyrights and other intellectual property rights.
7.3. Customer suggestions and co-design program. Submitting questions, comments, ideas, feedback, original and creative materials or other information about Cubbit or the Service (the "Suggestions") are always welcome and we encourage Customers to also participate in our co-design program to make our Service more and more in line with your expectations. Suggestions do not include Customer Content. You hereby grant Cubbit a worldwide, royalty-free, irrevocable, perpetual and irrevocable license to use and incorporate any Suggestions.
7.4. Copyright Complaints. Cubbit aims to promote respectful behavior that safeguards the intellectual property rights of others within its Users community. Should we become aware of illegal or abusive conduct with respect to copyrights, Cubbit reserves the right to suspend and/or terminate accounts. Anyone who has reason to believe that your copyrights or other intellectual property rights have been infringed by publications of others through the Service, please send us a report, providing any information useful for handling the complaint, to: firstname.lastname@example.org.
8. Fees and Payment
8.1. Subscription Plans. Access to the Service by Customers is subject to the purchase of a paid Subscription Plan. Features and conditions of the single Subscription Plans can be found on the Cubbit Business website. Customers will pay Cubbit the applicable fee for the selected Subscription Plan in the amount, conditions and currency specified in the Order Form. By subscribing to a Subscription Plan, Customers also authorize Cubbit to charge the applicable fees, using the payment method selected by the Customer. Fees are non-refundable, except when required by law or otherwise specifically permitted by this Agreement.
8.2. Billing. Before purchasing a Subscription Plan or accessing the free trial period, Customers are required to provide complete and accurate billing and contact information together with details of the selected payment method. The amounts due according to the signed Subscription Plan and the number of connected accounts are invoiced in advance on a monthly or annual basis, depending on the choice made by the Client.
The purchase of additional accounts to the Subscription Plan are also invoiced in advance on a pro-rata day basis with respect to the Customer's billing period.
8.3. Taxes. Fees shown on the Cubbit Business website are considered inclusive of any taxes (even if they do not apply to you). It is the responsibility of the customer to remit any VAT relating to goods or services to the customer’s local revenue authorities.
8.4. Free trials. Before purchasing a Subscription Plan, Customers may register and use the Service for a free trial period of seven (7) days.
8.5. Auto-Renewals. Unless the Customer notifies Cubbit in advance of the termination of the Agreement, fees will be charged automatically at the end of the trial period, or at the end of the monthly or annual subscription, for each month, or year, depending on the billing period selected. Customers agree that the subscription shall be automatically renewed for a period of the same duration as the previous one, at the end of each billing period.
8.6. Changes. Cubbit reserves the right to change the prices, conditions and characteristics of any or all Subscription Plans. Such changes shall not affect any Subscription Plans still in force until the end of the subscription period.
Customers will receive notice from Cubbit of changes in the economic conditions of the Subscription Plans, with at least thirty (30) days' notice. In this case, at the end of the term, Cubbit will charge the Customers the fee as updated and communicated to them, unless the Customer terminates the Subscription Plan.
8.7. Promotions. As part of promotional initiatives, Customers who meet the defined criteria are entitled to subscribe to special Subscription Plans at a discounted price, or with advantageous features and conditions for a limited time (the "Promotions"). Cubbit reserves the right to modify or terminate such Promotions with at least thirty (30) days' notice. All Promotions are subject to availability, cannot be transferred, exchanged or combined.
9. Term and Termination
9.1. Term. This Agreement will remain in effect until Customer's subscription to the Service expires or until the Agreement is terminated.
9.2.1. Customers may decide to terminate the subscription to the Service before the end of the ongoing subscription period by either (i) using the option within their Admin Panel or (ii) contacting Cubbit directly at email@example.com. In this case, the Customer's subscription will not be renewed. Subscription Plans paid in advance will not be refunded.
9.2.2. Cubbit reserves the right to terminate this Agreement by providing a period of notice to the Customer of not less than thirty (30) days in the event of a discontinuance of the Service. In such an event, Cubbit agrees to provide Customers with a pro rata refund of any prepayment.
9.3. Suspension for cause. Upon notice, Cubbit reserves the right to suspend or exclude Customers from accessing the Service:
- in case of violation of this Agreement and the End User Licence Agreement;
- if the Service is used incorrectly and maliciously to third parties;
- in any other case Cubbit deems necessary to guarantee the correct operation of the Software and the proper development of the Distributed Cloud Service.
Customers and End Users will be contacted at the email address associated with the account to stop the above activities and avoid deleting the account or, alternatively, to export files from their account. If after this warning Customers do not take the required steps, we will proceed to disable the Service, and we will decline from then on any responsibility for the loss of Customer data.
9.4. Termination for cause. We may terminate the Agreement immediately upon notice to Customers in the event of failure to timely pay the amount due to Cubbit for the Service subscription. Otherwise Cubbit reserves the right to terminate the Agreement without providing any prior notice if:
- Customers have committed a serious violation of this Agreement or End-User Licence Agreement;
- sending a notice could imply a direct legal responsibility for Cubbit, putting at risk national security operations or whether this may compromise the correct use and continuation of the product;
- is not permitted by law.
10. Exclusion of Warranties and Liability Limitations
10.1. CUBBIT DOES ITS BEST TO MAKE ITS TECHNOLOGY SIMPLE, EASY TO USE, SECURE AND RELIABLE. NEVERTHELESS, USERS EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SERVICE IS AT THEIR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE AND ANY SERVICE PERFORMED OR PROVIDED BY THE SOFTWARE ARE PROVIDED "AS IS" AND “AS AVAILABLE.”
10.2. CUBBIT DOES NOT WARRANT THAT ANY ACTIVITY WILL BE UNINTERRUPTED OR ERROR-FREE DUE TO THE CUBBIT NETWORK, SOFTWARE, PRODUCTS OR THAT THE SOFTWARE WILL BE ABLE TO MEET ALL USER REQUIREMENTS OR THAT ANY DEFECTS WILL BE CORRECTED. THEREFORE, USERS EXPRESSLY ACKNOWLEDGE THAT THEY ARE AWARE OF THE ESSENTIAL CHARACTERISTICS OF THE DISTRIBUTED CLOUD SERVICE AND ACCEPT THE RISK OF ITS FUNCTIONALITY IN RELATION TO THEIR OWN NEEDS AND EXPECTATIONS.
10.3. CUBBIT SHALL NOT BE LIABLE FOR THE TOTAL OR PARTIAL NON-FULFILMENT OF FEATURES OR SERVICE RELATED TO THE USE OF THE SOFTWARE IN THE FOLLOWING CIRCUMSTANCES:
- Unforeseen accident or Force Majeure Case. Including but not limited to, events of unforeseeable circumstances are to be considered those for which the event is absolutely not foreseen or foreseeable; events of force majeure, those with a force such that it is not objectively possible to resist or dependent on natural events or those of third parties: natural disasters, lightning, fire, explosion, act of public authority, strikes.
- Extraordinary Operations. That is, the operations to be carried out urgently at the sole discretion of Cubbit to avoid risks to the security and/or stability and/or confidentiality and/or integrity of the network created and allocated by users and the data and/or information contained therein. Any such operation will be communicated to Users by email sent with adequate notice, or at the same time as the start of the operations in question or at any rate as soon as possible.
- Network unavailability or blocking. That is, unavailability or blockage of the network created and allocated by Users attributable to: incorrect use, incorrect configuration or shutdown commands, voluntarily or involuntarily executed by Users; anomalies and malfunctions of the application/management software supplied by third parties; violation or breach of this Licence by Users. All repair costs directly related to such violations by Users will be charged to them.
- Malfunctions. Failure or delayed removal or elimination of the anomaly/malfunction due to breach or violation of the Agreement by the Users or misuse of the software by the Users themselves.
- Failure to connect to the Public Network. In the event that the Cubbit Network has not been connected to the public network because of the will or the actions of the users.
- Inaccessibility of the network. Any failure of the internet network, which has resulted in total or partial inaccessibility of the service
- Maintenance. In the case of activities carried out periodically by Cubbit to maintain the functionality of the resources of the Distributed Cloud Service, subject to prior notice to Users, with a notice of 48 hours (to the email address indicated during registration).
10.4. USERS ARE AWARE THAT THEY ARE THE ONLY ONES IN CONTROL OF THE CUBBIT ACCOUNT PASSWORD AND THAT CUBBIT WILL NOT BE ABLE TO RECOVER IT IN CASE OF LOSS. However, it will be possible to reset the password by correctly typing a secret code or phrase set by users when creating the account. CUBBIT THEREFORE RECOMMENDS USERS TO KEEP PASSWORD STORED SAFELY, WARNING THAT IN THE EVENT OF LOSS OF THE PASSWORD AND OF THE SECRET CODE, THE USER’S DATA WILL NO LONGER BE RECOVERABLE, REMOVING CUBBIT FROM ANY LIABILITY FOR DAMAGES RESULTING FROM THE LOSS OF SUCH DATA.
10.5. CUBBIT SHALL NOT BE LIABLE FOR ANY DATA ENTRY ACTIVITIES OR FOR THE CONTENT OF INFORMATION AND DATA THAT MAY PASS THROUGH THE NETWORK BY USING THE CLIENT SOFTWARE. THEREFORE CUBBIT IS NOT RESPONSIBLE FOR THE CONTENTS OF ANY MESSAGE CONVEYED BY USERS THROUGH THE SOFTWARE.
10.6. CUBBIT CANNOT GUARANTEE THE RESISTANCE OF THE COMPUTER/DEVICE AND TELECOMMUNICATIONS SYSTEM OR NETWORK AND IS THEREFORE NOT LIABLE FOR ANY DIRECT AND/OR INDIRECT DAMAGE SUFFERED BY USERS AND/OR THIRD PARTIES IN THE EVENT OF COMPUTER ATTACKS (VIRUSES, TROJANS, SPAMMING, DOS ATTACKS, ETC.).
10.7. CUBBIT IS NOT LIABLE FOR ANY SERVICE DISRUPTION CAUSED BY A LACK OF CONNECTION PROVIDED TO USERS BY ITS SUPPLIER.
10.8. TO THE EXTENT NOT PROHIBITED BY LAW, CUBBIT AND ITS AFFILIATES, SUPPLIERS AND DISTRIBUTORS WILL NOT BE LIABLE UNDER THE AGREEMENT FOR ANY DIRECT AND/OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION AND ANY OTHER ECONOMIC LOSS) SUFFERED BY USERS AND/OR THIRD PARTIES AS A RESULT OF AND/OR IN CONNECTION WITH THE MALFUNCTIONING OF THE CUBBIT NETWORK.
10.9. Therefore, Users will indemnify Cubbit from any claims, actions and demands made by third parties as compensation for damages.
10.10. The provisions of this paragraph shall remain valid and effective even after the termination of this contract for any reason.
10.11. Cubbit shall not be held liable for any failure by a third party to operate the Software, including, but not limited to, slowdowns in speed or failure of power and/or telecommunications lines and equipment managing telematic traffic between Users and the Cubbit Network.
10.12. Users expressly agree to waive Cubbit's liability, even in the event of claims for damages by third parties, in relation to the content of data transmitted or put online by Users, for whatever reason, and/or otherwise stored by them in the Cubbit Network.
10.13. Users indemnify Cubbit against all losses, damages, liabilities, costs and charges, including any legal fees that may be incurred by Cubbit as a consequence of any breach of the obligations assumed by users agreeing to the terms of this Licence.
11. Privacy Data Processing
12. Environmental commitment
The Software shows the amount of CO2 saved compared to using a cloud service based on centralized data centers.
Based on the data we have, every 4 TB stored on Cubbit instead of traditional cloud service providers saves the equivalent of the carbon footprint of a refrigerator (~350 kWh/year).We have collected this information in our Green Paper which anyone can read by visiting the following address link.
Once accepted, such agreement, or any right or obligation under this agreement, may not be assigned or transferred without our prior written consent.
We shall also not be entitled to assign this Agreement without giving you prior notice. However, Cubbit may freely assign its rights and obligations under this Agreement in its entirety to an affiliate or in connection with a reorganization, merger, acquisition or sale of our assets, provided that such successor agrees to perform Cubbit's obligations under these Terms.
14. General Terms
14.1. Applicable Law and Jurisdiction. This Agreement will be governed by and interpreted by Italian law and any controversy concerning the validity, execution and interpretation will be referred to the exclusive jurisdiction of the Court of Bologna (Italy). If for any reason a competent judge considers that one or more clauses or parts of this licence are not applicable, the remaining part will remain fully effective.
14.2. Modifications. We may revise these Terms from time to time to better reflect:
(a) improvements or enhancements made to our Software;
(b) new regulatory requirements, or
(c) changes in legislation.
If an update affects your use of the Services or your legal rights as a user of our Software, 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.
14.3.1. Notifications pursuant to this Agreement to the Customer must be submitted in writing to the registered administrator of the account.
14.3.2. Notifications pursuant to this Agreement to Cubbit must be submitted in writing to:
Address: Cubbit S.r.l.
Via della Zecca 1
40121 Bologna, Italy.