Terms of Service

These Terms of Service (the "Terms") form a binding agreement between you ("you", "your", or "Customer") and Backup Engine Inc., a British Columbia, Canada corporation ("Backup Engine", "we", "us", or "our"). By creating an account, installing the desktop or mobile agent, or otherwise using the Backup Engine service (the "Service"), you agree to these Terms and to our Privacy Policy.

If you do not agree to these Terms, do not use the Service. If you are accepting these Terms on behalf of an organization, you represent that you have authority to bind that organization.

• •Service — the Backup Engine desktop agent, mobile app, customer portal, website, APIs, and supporting cloud infrastructure operated by us.
• •Customer Data — all data you upload, transmit, or store through the Service, including backup contents, file metadata, and account configuration.
• •Plan — a paid or free subscription tier governing storage limits, device counts, and features available to your account.
• •Beta Period — the period before Backup Engine is declared generally available (GA), during which the Service is offered on a best-effort basis without formal SLA commitments.

You must be at least 18 years old (or the age of majority in your jurisdiction, whichever is greater) to create an account. The Service is not designed for or directed at children under 18.

You are responsible for keeping your account credentials, encryption passphrase, and recovery codes secure. If you lose your encryption passphrase and have not enabled the optional managed-recovery option, your backups become permanently unrecoverable — this is a deliberate consequence of zero-knowledge encryption, not a defect.

You must provide accurate registration information and keep it up to date. You are responsible for all activity under your account, including activity by sub-users you invite.

Subject to these Terms and your payment of applicable fees, we grant you a non-exclusive, non-transferable, revocable license to access and use the Service for your internal business or personal purposes during the term of your subscription.

You may not: (a) reverse-engineer, decompile, or attempt to extract the source code of the Service except where this restriction is prohibited by applicable law; (b) resell, sublicense, or offer the Service as a competing backup service to third parties; (c) circumvent storage quotas, plan gating, or rate limits; (d) use the Service in violation of applicable law.

You agree not to use the Service to store, transmit, or process:

• •Content that is illegal under the laws of British Columbia, Canada, or your jurisdiction.
• •Child sexual abuse material (CSAM) — we cooperate fully with law enforcement on any reports.
• •Malware, ransomware, exploit kits, or material whose primary purpose is to compromise other systems.
• •Content that infringes the intellectual property rights of others (we will respond to valid DMCA-style notices via support@backupengine.com).
• •Material that promotes violence, terrorism, or content prohibited by international sanctions regimes that apply to us.

You also agree not to: (a) probe, scan, or test the vulnerability of the Service except through a disclosed responsible-disclosure program; (b) interfere with other customers' use of the Service; (c) use the Service in a way that could cause damage to our infrastructure or third-party providers we rely on.

Because of zero-knowledge encryption we cannot inspect the content of your backups, and we make no warranty about content monitoring. The responsibility for what you back up is yours.

Paid plans are billed in advance, in the currency shown at checkout, on a monthly or annual cycle. Desktop and server subscriptions are billed via Stripe; mobile subscriptions are billed via the Apple App Store or Google Play in-app purchase systems and are governed by their respective terms in addition to these.

You authorise us (or our payment processor) to charge your selected payment method for the applicable fees, applicable taxes, and any usage-based add-on charges.

We may change pricing for new subscription terms with at least 30 days' written notice. Price changes do not apply to the unexpired portion of an already-paid term.

• •New paid plans: full refund of the first month if you cancel within 30 days of the initial charge for any reason.
• •After 30 days: no refunds for partial months on a monthly plan; no pro-rata refund on cancellation.
• •Plan changes (upgrades / downgrades): pro-rata credit applied to the next invoice.
• •Annual plans: pro-rata refund of unused months only if cancellation is required by a defect attributable to us; otherwise non-refundable.
• •Mobile in-app purchases: refunds are governed by the Apple App Store or Google Play refund policies; we do not process those refunds directly.

You retain all rights to your Customer Data. We act as a processor of your backup content (which you encrypt on-device before transmission) and as a controller of the limited account data we collect to provide the Service (email, plan, billing details, device metadata). See our Privacy Policy for the full data inventory.

Backup content is encrypted client-side with a key derived from your passphrase using Argon2id; we never receive the key in any form. Metadata (file names, sizes, timestamps) is stored on Supabase infrastructure in Canada and is encrypted in transit and at rest.

Customers subject to the GDPR, CCPA/CPRA, PIPEDA, or similar regulations: see our GDPR Statement and Privacy Policy for rights and controller/processor relationships.

Our service-level commitments are described in the Service Level Agreement. During the Beta Period, the Service is provided on a best-effort basis without formal SLA commitments.

The Service, including all software, designs, trademarks, logos, and documentation, is owned by Backup Engine and its licensors. These Terms do not transfer any intellectual property rights to you other than the limited license described above. The Backup Engine name, mark, and logo are trademarks of Backup Engine Inc.

Feedback, suggestions, or feature requests you submit may be used by us without attribution or compensation.

• •You may cancel your subscription at any time from the customer portal. Cancellation takes effect at the end of the current paid term.
• •We may suspend or terminate your account immediately for material breach of these Terms, non-payment, or where required by law.
• •We may terminate the Service or any free tier on at least 30 days' notice to active customers.
• •After termination, we retain your backup data for 90 days to allow recovery, then permanently and irreversibly delete it. You may request immediate deletion via support@backupengine.com.

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". EXCEPT AS EXPRESSLY STATED IN THESE TERMS OR THE SLA, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

We do not warrant that the Service will be uninterrupted, error-free, or completely secure. Backup integrity depends on factors outside our control, including the integrity of your source devices and your management of your encryption passphrase. You are responsible for verifying that backups complete successfully and for periodically testing restores.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST DATA, OR LOSS OF GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE AMOUNTS YOU PAID TO US FOR THE SERVICE IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Some jurisdictions do not allow the exclusion of certain warranties or limitations of liability, so some of the above may not apply to you.

You agree to defend, indemnify, and hold harmless Backup Engine, its affiliates, and their officers, directors, employees, and agents from and against any claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) your use of the Service in violation of these Terms; (b) the content you back up; (c) your violation of any law or third-party right; or (d) any activity under your account other than activity caused by us.

These Terms are governed by the laws of British Columbia, Canada and the federal laws of Canada applicable therein, without regard to conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Any dispute arising out of or in connection with these Terms or the Service will be resolved exclusively in the courts of British Columbia, Canada, and you irrevocably consent to the personal jurisdiction and venue of those courts.

We may update these Terms from time to time. Material changes will be notified by email to the address on file at least 30 days before they take effect. Continued use of the Service after the effective date constitutes acceptance.

These Terms, the Privacy Policy, the SLA, and any plan-specific terms referenced at checkout constitute the entire agreement between you and Backup Engine. If any provision is held unenforceable, the rest remains in effect. Our failure to enforce any provision is not a waiver. You may not assign these Terms without our prior written consent; we may assign them in connection with a merger, acquisition, or sale of substantially all of our assets.

Backup Engine Inc.
British Columbia, Canada
support@backupengine.com