This FilesMatic.com Service Agreement (the "Agreement") describes the terms and conditions on which FilesMatic.com ("we" or "our company") offer services to you ("Customer" or "You"). By registering for or using FilesMatic.com services, Customer agrees to be bound by the following terms and conditions.
� 1. Eligibility for FilesMatic.com Services
Our 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 FilesMatic.com, 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. FilesMatic.com Services
Subject to the terms and conditions of this Agreement, FilesMatic.com 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. FilesMatic.com "Services" means those electronic or interactive services offered by FilesMatic.com. FilesMatic.com Online reserves the right to change or discontinue any of the Services at any time.
� 3. Ownership
You 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 FilesMatic.com or by their respective third party authors, developers and vendors (collectively "Third Party Providers") and the underlying intellectual property rights are owned by FilesMatic.com 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. FilesMatic.com, the FilesMatic.com logo and other FilesMatic.com products referenced herein are trademarks of FilesMatic.com, 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 Information
Customer represents and warrants that the information it provides in FilesMatic.com 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, FilesMatic.com 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 FilesMatic.com. 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 FilesMatic.com 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 Data
Customer has sole responsibility and liability for the data its stores on FilesMatic.com's servers. Customer controls its data through its generated link. FilesMatic.com 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. FilesMatic.com will delete Customer data upon termination of this Agreement. However, FilesMatic.com 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 Circumstances
FilesMatic.com will provide access to the Services and Customer's data to an agent of Customer ("Authorized Agent") who provides FilesMatic.com with a notarized letter signed by an officer of Customer which letter shall include statements of authenticity, authority, and liability as required by FilesMatic.com in its sole discretion. Customer expressly and irrevocably agrees that FilesMatic.com 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 FilesMatic.com be liable to Customer or any third party for FilesMatic.com's reliance on such letter or such apparent authority.
� 8. Acceptable Use
You agree to not use FilesMatic.com'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; FilesMatic 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 Content
FilesMatic.com neither sanctions nor permits site content or the transmission of data that contains illegal, adult, obscene material like child pornography or promotes illegal activity, including the offering for sale of illegal weapons, and the promotion or publication of any material that may violate hate crimes legislation.
FilesMatic.com 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, FilesMatic.com 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 FilesMatic.com systems or to interrupt FilesMatic.com 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 FilesMatic.com 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 FilesMatic.com;
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;
action that imposes an unreasonable or disproportionately large load on
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 FilesMatic.com Web site.
8.4 Copyright or Trademark Infringement
FilesMatic.com 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. FilesMatic.com reserves the right to suspend or terminate a Customer's transmission(s) that, in FilesMatic.com's discretion, violates these policies or violates any law or regulation.
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 FilesMatic.com servers.
8.6 Other Activities
Whether lawful or unlawful, FilesMatic.com 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 FilesMatic.com reserves the right to cancel any account or transmission they find in violation of any of the above policies. If appropriate, FilesMatic.com will refer complaints to law enforcement authorities, and in such case, FilesMatic.com 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 contact form. Each complaint will be investigated and may result to immediate cancellation of Services without prior notice.
� 9. No Warranty
You expressly understand and agree that:
a. your use of the Service is at your sole risk. FilesMatic.com Services are provided on an "as is" and "as available" basis. FilesMatic.com 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. FilesMatic.com and its suppliers make no warranties about the accuracy, reliability, completeness, or timeliness of our Services, software, or content;
b. FilesMatic.com 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. Indemnity
You agree to defend, indemnify, and hold harmless FilesMatic.com, 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 FilesMatic.com policies, terms and conditions.
� 11. Limitation of Liability
Your use of FilesMatic.com 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 FilesMatic.com 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 Services
We 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 FilesMatic.com'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 FilesMatic.com 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, FilesMatic.com 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. FilesMatic.com 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 FilesMatic.com;
c. FilesMatic.com is unable to verify or authenticate any information Customer provides to FilesMatic.com;
d. FilesMatic.com believes that Customer's actions may cause legal liability for Customer, FilesMatic.com's other clients, or FilesMatic.com.
FilesMatic.com 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 FilesMatic.com 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 FilesMatic.com 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 FilesMatic.com, all of Customer rights under this Agreement, and FilesMatic.com'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.