This Service Agreement (the “Agreement”) describes the terms and conditions on which (“we” or “our company”) offer services to you (“Customer” or “You”). By registering for or using services, Customer agrees to be bound by the following terms and conditions.
- 1. Eligibility for ServicesOur Services are available only to individuals and business entities (including but not limited to sole proprietorships) in good legal standing that can form legally binding contracts under applicable law. Customer hereby represents and warrants that it is duly licensed to do business and is in good legal standing in the jurisdictions in which it does business (during the term of this Agreement) that it is not a competitor of , and that the person agreeing to this Agreement for Customer is at least eighteen years of age and otherwise capable of and authorized to enter binding contracts for Customer.
- 2. ServicesSubject to the terms and conditions of this Agreement, makes certain Services available to Customer.
For the purposes of this Agreement:
a. “Customer” (or “you”) means the individual or business entity that is using or registering to use the Services, including its employees and agents;b. “Services” means those electronic or interactive services offered by . Online reserves the right to change or discontinue any of the Services at any time.
- 3. OwnershipYou acknowledge that all materials (except those uploaded by users) provided on this Web site, including but not limited to information, documents, products, logos, graphics, sounds, gui, software, and services (collectively “Materials”), are provided either by or by their respective third party authors, developers and vendors (collectively “Third Party Providers”) and the underlying intellectual property rights are owned by and/or its Third Party Providers. Elements of the Web site are protected by trade dress and other laws and may not be copied or imitated in whole or in part. , the logo and other products referenced herein are trademarks of , and may be registered in certain jurisdictions. All other product names, company names, marks, logos, and symbols may be the trademarks of their respective owners.
- 4. Customer InformationCustomer represents and warrants that the information it provides in contact information forms is true, accurate, current and complete. Customer agrees to maintain and update this information to ensure that it is true, accurate, current and complete. If, at any time, any information provided by Customer is untrue, inaccurate, not current or incomplete, will have the right to suspend or terminate Customer’s account and this Agreement.
- 5. Customer Account
5.1 Authorized Users
Customer may designate persons to act as its agents to use the Services, provided that each designated person has the legal capacity to enter into binding contracts for Customer. Furthermore, Customer represents and warrants that each person who registers under Customer’s account is an authorized agent of Customer (an “Authorized User”) who has such legal capacity.
5.2 Responsibility for Access
Customer is solely responsible and liable for any and all access to and use of the Services (including all activities and transactions) by any Authorized User and/or User ID registered under Customer’s account, unless such access to or use of the Services is the direct result solely of the gross negligence of . It is Customer’s responsibility, through its systems administrator Authorized User, to set the appropriate access for each of Customer’s Authorized Users.
5.3 Responsibility for User IDs and Passwords
Customer is solely responsible for maintaining the confidentiality of Customer access information, i.e. account ID’s and passwords of its Authorized Users, and are responsible for all activities that occur under your account.
5.4 Notification of Unauthorized Use
Customer will immediately notify if Customer notices any activity indicating that Customer’s account or data is being used without authorization, including:a. Customer has received confirmation of an order or orders placed using Customer’s account which Customer did not place or any similar conflicting report;b. Customer becomes aware of any unauthorized use of any product or service related to its account(s).
- 6. Customer DataCustomer has sole responsibility and liability for the data its stores on ‘s servers. Customer controls its data through its generated link. encourages Customer to archive its data regularly and frequently; Customer bears full responsibility for archiving its data and sole liability for any lost or irrecoverable data. Customer agrees to maintain its data in compliance with its legal obligations. will delete Customer data upon termination of this Agreement. However, may retain Customer data in its archives after deletion and will not be liable to Customer in any way for such retained data.
- 7. Special Circumstanceswill provide access to the Services and Customer’s data to an agent of Customer (“Authorized Agent”) who provides with a notarized letter signed by an officer of Customer which letter shall include statements of authenticity, authority, and liability as required by in its sole discretion. Customer expressly and irrevocably agrees that may rely on such a letter and on the apparent authority of the person requesting access to the Services or to Customer’s account. In no event will be liable to Customer or any third party for ‘s reliance on such letter or such apparent authority.
- 8. Acceptable UseYou agree to not use ‘s Service to:
a. upload, post, e-mail, transmit or otherwise make available any Content that spreads messages of terror or depicts torture or death-gui; if serious enough, the content will be reported to the appropriate legal authority and/or the member’s ISP will be contacted;b. harm minors in any way, this includes any form of child pornography; if serious enough, the content will be reported to the appropriate legal authority and/or the member’s ISP will be contacted; File.al will report files it detects through its service that appear to involve child exploitation to the National Center for Missing & Exploited Children’s CyberTipline.c. upload, post, e-mail, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party.
8.1 Illegality/Adult Content
neither sanctions nor permits site content or the transmission of data that contains illegal or obscene material and pornography or fosters or promotes illegal activity, including but not limited to, gambling, the offering for sale of illegal weapons, and the promotion or publication of any material that may violate hate crimes legislation.
reserves the right to immediately suspend or terminate any account or transmission that violates this policy, without prior notice.
Further, should Customer violate this policy, will actively assist and cooperate with law enforcement agencies and government authorities in collecting and tendering information about Customer, Customer’s site, the illegal or obscene content, and those persons that may have inappropriately accessed, acquired, or used the illegal or obscene content.
8.2 Wrongful Conduct
Customer shall not commit or permit wrongful or damaging acts which justify civil action including, but not limited to, posting of defamatory, scandalous, or private information about a person without their consent or intentionally inflicting emotional distress.
8.3 Access and Interference
Violations or attempts to violate systems or to interrupt services are strictly prohibited, and may result in criminal and civil liability. Examples of system violations include, without limitation:
a. Unauthorized access to or use of Services, including any attempt to probe, scan or test the vulnerability of a system or to breach security or authentication measures without express authorization of ;b. Interference with Service to any customer or network including, without limitation, flooding, or deliberate attempts to overload a system and broadcast attacks;c. Use of any device, software, or routine to interfere or attempt to interfere with the proper working of the Services;d. Any action that imposes an unreasonable or disproportionately large load on ‘s infrastructure
Customer shall not decompile, disassemble, decrypt, extract, reverse engineer or otherwise attempt to derive the source code of the “software tools” (including the tools, methods, processes, and infrastructure) underlying the Services or any other software on the Web site.
8.4 Copyright or Trademark Infringement
Services may be used only for lawful purposes. Transmission, distribution or storage of any material in violation of any applicable law or regulation, including export control laws, is prohibited. This includes, without limitation, material protected by patent, copyright, trademark, service mark, trade secret or other intellectual property rights. If you use another party’s material, you must obtain prior authorization. By using the Services, you represent and warrant that you are the author and copyright owner and/or proper licensee with respect to any hosted content and you further represent and warrant that no content violates the trademark or rights of any third party. reserves the right to suspend or terminate a Customer’s transmission(s) that, in ‘s discretion, violates these policies or violates any law or regulation.
Notwithstanding the foregoing, undertakes no responsibility to monitor the Content made available by Members. operates the Site and Services as a neutral party, and does not regularly monitor, scan or regulate the use of the and/or services by any of its Members. The use of the and/or services by a Member or otherwise does not constitute an endorsement by of that member. is not responsible or liable for the acts, omissions, agreements, promises, content, content links, other products, services, comments, opinions, advice, statements, offers and/or other information made available by, or related to, any member or other third party.
8.4.2 Member Content
As a Member, you agree that you are solely responsible for the Member Content uploaded by you to the , and for any and all subsequent uses of the member content URLs. If you post member content, you represent and warrant that you have all necessary ownership or other rights in and to the member content enabling you to upload it on the , generate a member content URL and display the member content URL and associated member content as intended. Without limiting the foregoing, you agree to use the Services in a manner consistent with any and all applicable laws and regulations.
You shall be solely responsible for any and all of your own uploads and the consequences that arise from posting, uploading and publishing them. Furthermore, with uploaded content, you affirm, represent, warrant and/or agree that you will not:
1. Make available for and/or display any content that could be considered unlawful, harmful, threatening, defamatory, obscene and/or objectionable;
2. Make available for and/or display any content that infringes upon the trademark, trade name, copyright, license and/or other intellectual property or property right of any third party;
3. Make available for and/or display any private information of any third person such as but not limited to: telephone numbers, street addresses, last names and/or e-mail addresses;
4. Make available for and/or display any audio files, text, photographs, videos or other imagery featuring confidential information without prior authorization by the information owner/holder;
5. Make available for and/or display any audio files, text, photographs, videos or other images that might be found to be obscene in your community, as defined under applicable local law;
6. Express or imply or lead any 3rd parties to believe that any statements you make are endorsed and/or approved by , without administration’s specific prior written consent;
7. Collect by any means whatsoever any personal information about end-users or other third parties, without their express consent and/or approval;
8. Utilize any software such as but not limited to: robot, spider, site search/download application or any other device or utility to retrieve, index, “data mine,” or in any way reproduce the navigational structure and/or presentation of the , it’s services or related content;
9. Interfere with or disrupt the Services, Site and/or the servers and/or networks connected to ;
10. Make available, offer for download, post, e-mail or otherwise transmit any material that contains viruses or any other software, malware, code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
11. Make available, post, offer for download, transmit, promote any software, product or service that is illegal and/or that violates the rights of a third party including, but not limited to, spyware, adware, programs designed to send unsolicited advertisements (SPAM), services that send unsolicited advertisements, programs designed to initiate DDOS attacks and programs designed to gain unauthorized access to networks on the Internet;
12. Create a mirror of any part of the and/or its services or impersonate and/or its services without our prior written authorization;
13. Make available for and/or display display any content that could be considered exploitative of children in any way, whatsoever;
14. Modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of the and/or services or any software used on or for same. Engaging in any of the aforementioned practices shall be deemed a breach of the Agreement and may result in the immediate termination of your account and access to the services without prior notice, in the sole discretion of . reserves the right to pursue any and all legal remedies against Members that engage in the aforementioned prohibited conduct. Without limiting the foregoing, reserves the right to report any content that could be considered exploitative of children in any way, whatsoever, to any and all applicable legal and regulatory bodies and organizations.
8.4.3 Termination of the Account.
By using our site and/or service, you agree that we are authorized to block your access and delete any or all files in your account for any violation of our Terms and Conditions.
We have a policy of terminating, without notice and without recourse, accounts of subscribers or account holders who are repeat infringers of copyright based upon a suspicion on our part or a notice we receive regardless of any proof of infringement.
reserves the rights to decide whether member’s or user’s uploads are appropriate and comply with these Terms. reserves the right to remove such user/member uploads and/or terminate user’s access for uploading such material in violation of these Terms at any time, without prior notice and at its sole discretion.
8.5 Misuse of System Resources
Customer shall not misuse system resources including, but not limited to, employing content which consume excessive CPU time or storage space; utilizing excessive bandwidth; or resale of access to content hosted on servers.
8.6 Other Activities
Whether lawful or unlawful, reserves the right to determine what is harmful to its Customers, operations or reputation, including any activities that restrict or inhibit any other user from using and enjoying the Service or the Internet.
Please be aware reserves the right to cancel any account or transmission they find in violation of any of the above policies. If appropriate, will refer complaints to law enforcement authorities, and in such case, will actively assist law enforcement agencies with the investigation and prosecution of any such activities, including surrendering Customer account and data information.
Complaints about violators of our Policy should be sent via our support center. Each complaint will be investigated and may result to immediate cancellation of Services without prior notice.
- 9. No WarrantyYou expressly understand and agree that:
a. your use of the Service is at your sole risk. Services are provided on an “as is” and “as available” basis. and its suppliers, to the fullest extent permitted by law, disclaim all warranties, including but not limited to warranties of title, fitness for a particular purpose, merchantability and non-infringement of proprietary or third party rights. and its suppliers make no warranties about the accuracy, reliability, completeness, or timeliness of our Services, software, or content;b. makes no warranty that (I) the Service will meet your requirements, (II) the service will be uninterrupted, timely, secure, or error-free, (III) the results that may be obtained from the use of the service will be accurate or reliable, (IV) the quality of any products, services, information, or other material purchased or obtained by you through the Service will meet your expectations, and (V) any errors in the software will be corrected;c. any material downloaded or otherwise obtained through the use of the Service is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or loss of data that results from the download of any such material;d. no advice or information, whether oral or written, obtained by you from us or through or from the Service shall create any warranty not expressly stated in these terms and conditions.
- 10. IndemnityYou agree to defend, indemnify, and hold harmless , its affiliates, officers, directors, employees and agents, from and against any claims, actions or demands, including without limitation reasonable legal fees, alleging or resulting from your use the Service, or your breach of this Agreement or other policies, terms and conditions.
- 11. Limitation of LiabilityYour use of is at your own risk. If you are dissatisfied with any aspect of our Service or with these terms & conditions, or any other rules or policies, your sole remedy is to discontinue use of the Service. You expressly understand and agree that shall not be liable for any direct, indirect, incidental, special, consequential exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if we have been advised of the possibility of such damages), resulting from:
(I) the use or the inability to use the Service; (II) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the Service; (III) unauthorized access to or alteration of your transmissions or data; (IV) statements or conduct of any third party on the service; or (V) any other matter relating to the Service.
- 12. Modifications to Agreements, Policies or to our ServicesWe reserve the right to change this Service Agreement at any time without notice. We also reserve the right at any time to modify or discontinue the Service, temporarily or permanently, with or without notice to you. You agree that we shall not be liable to you or any third party for any modification, suspension or discontinuance of the Service. You acknowledge that we may establish general practices and limits concerning use of the Service, including the maximum disk space that will be allotted on ‘s servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the Service in a given period of time. Further, you acknowledge that may change subscription fees at any time without notice. Changes in subscription fees will take effect on expiration of any existing Customer subscription.
- 13. Termination
13.1 Without limiting other remedies, may immediately issue a warning, suspend (i.e., lock out access and operation of Services for Customer) either temporarily or indefinitely, or terminate Customer’s account and refuse to provide Services to Customer if:
a. believes that Customer have violated or acted inconsistently with this Agreement, or any of our policies;b. Customer have failed to pay fees or other payments due to ;c. is unable to verify or authenticate any information Customer provides to ;d. believes that Customer’s actions may cause legal liability for Customer, ‘s other clients, or .
may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of these terms and conditions may be effected without prior notice, and acknowledge and agree that may immediately deactivate, archive or delete your account and all related information and data and/or any further access to such data or the Service. Further, you agree that shall not be liable to you or any third-party for any termination of your access to the Service.
Upon termination of this Agreement by either Customer or , all of Customer rights under this Agreement, and ‘s provision of Services, will terminate immediately.
13.2 The Sections 6 (“Customer Data”), 9 (“No Warranty”), 10 (“Indemnity”), 11 (“Limitation Of Liability”) and this Section 13 will survive any termination of this Agreement.
- 14. MiscellaneousTo the extent that anything in or associated with the Site is in conflict or inconsistent with these Terms and Conditions, these Terms and Conditions shall take precedence. Our failure to enforce any provision of the Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision. The parties do not intend that any agency or partnership relationship be created through operation of the Agreement.
Customer and are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
Customer may not assign any of its rights, or delegate any of its duties, under this Agreement, and any attempted assignment will be null and void.
14.4 Force Majure
Operation of our Services may be interfered with by numerous factors outside of our control and we shall not be liable to you for any delay or failure in performance under this Agreement resulting directly or indirectly from causes beyond ‘s control.
If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck, as narrowly as possible, and the remaining provisions shall be enforced. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
14.6 Confidential Information
You represent and warrant to that
a. you are not a competitor ofb. you shall keep publicly unannounced information and materials pertaining to , pre-release software, testing or testing procedures strictly confidential andc. you shall not use any information gained from access to the Web site or use of the Services to compete with in its business.
Except for other agreements or terms appearing on the Web site, this Agreement set forth the entire understanding and agreement between us with respect to the subject matter hereof.