Terms of Service

Last Updated: March 4, 2011

This is a legal agreement between you and GB Solutions, operating as FilesDIRECT (“FilesDIRECT”); please read it carefully. By using or accessing this website or any website hosted at filesdirect.com (the “Sites”), or by accessing or using any part of the FilesDIRECT proprietary file transmission services (together with the Sites, the “Service”), you agree to be bound by these Terms of Service and by the FilesDIRECT Privacy Policy, which are collectively referred to as the “Agreement”. If you do not agree to these terms then you have no right to access or use the Service. The terms of this Agreement, as modified by FilesDIRECT from time to time in accordance with the next paragraph, will govern all your future use of the Service.

FilesDIRECT may revise these Terms of Service and the Privacy Policy from time to time. Each revision will be marked with a revision date and will be posted on the Sites. FilesDIRECT recommends that you review this page from time to time to note any changes. By continuing to access or use the Service, you agree to be bound by any Terms of Service and Privacy Policy in effect at the time of such access or use. If you do not agree to the modified terms then you must cease using the Service.

FilesDIRECT may modify, suspend, or discontinue, temporarily or permanently, the Service and may remove or delete any User Files (defined below) at any time, in its sole discretion.

Description of the Service
Accounts
Payment
Responsibility for Data
User Files and FilesDIRECT’s Copyright Policy
Proprietary Rights
Ownership of User Files
Trademarks
General Prohibitions
Links
Scheduled Maintenance
Termination
Disclaimer of Warranties
Indemnity
Limitation of Liability
Controlling Law and Jurisdiction
Entire Agreement
General

The Service enables users to store and send files that they provide, or receive files from others (“User Files”). FilesDIRECT offers several different accounts, which are listed here. Free trials are offered to new users for one (1) month at no charge; after the one (1) month a trial account is automatically converted to a “Starter” account. All account types (except the free trial) are subscription services requiring monthly payments. A more detailed description of the Service, and the features associated with different account types, can be found on the Plans & Pricing page.

You acknowledge and agree that FilesDIRECT may establish revised practices and policies concerning use of the Service, including without limitation, the maximum amount of data that a user may transfer through the Service, the maximum size of the file that a user may store and send through the Service, the maximum number of days that a file will be stored by the Service, the maximum number of times a user may access the Service in a given period of time, and the maximum number of recipients to which a user may send a User File. Notwithstanding the foregoing, the features and limitations in effect when you began your then-current subscription term will remain in effect for the remainder of such subscription term.

The only software needed to access the Service is a standard Web browser. However, FilesDIRECT may make certain software applications available to users that offer additional ways to access the Service. Such software will be made available by FilesDIRECT under the terms of an end user license agreement, which you should read prior to installing that software.

In order to use the Service and send, store and receive User Files, you must register and create a FilesDIRECT account. You may create a FilesDIRECT account on the Signup Page. Once you have created an account, you will be a “Registered User.” In creating an account, you agree to provide accurate, current, and complete information.
You are responsible for safeguarding the password that you use to access the Service. You agree not to disclose your password to any third party. You agree to take sole responsibility for any activities or actions under your password, whether or not you have authorized such activities or actions. You will immediately notify FilesDIRECT of any unauthorized use of your password or account. You are responsible for keeping your account information current and accurate; FilesDIRECT will have no liability for failure to deliver notices that result from inaccurate account information or otherwise.
In addition to your primary email address, you will be entitled to enter alternate email addresses to which your account will be linked. This will enable you to receive notifications at your alternate email addresses, but the files will still be stored and displayed in your account. You agree not to add any alternate email addresses that are registered to persons other than you.

At any time after you register for an account, you can select what payment plan you prefer. FilesDIRECT paid accounts are subscription services with a one-time sign up fee of $20 and recurring credit card charges on a monthly basis (which vary depending on the plan selected). For certain premium accounts, FilesDIRECT may offer the choice of credit card payments or corporate account invoicing. All accounts have a set amount of total usage available each month (combined uploads and downloads) that is measured in MB: overuse fees will be charged to any account that exceeds its allotted monthly usage. These fees can be found on the Plans & Pricing page.

Accounts are billed every month until cancelled, regardless of the amount of usage on the account.

You agree to pay all account charges (including overuse fees), and to pay any applicable taxes and other fees that accrue in relation to your use of the Service. For accounts set up on an invoice basis, you agree to pay FilesDIRECT all amounts stated in such invoices within thirty (30) days of receipt.

You have sole responsibility for all User Files that you store on FilesDIRECT servers or send or receive through use of the Service. You acknowledge and agree that FilesDIRECT will not be responsible for any failure of the Service to store, send or receive a User File, for the deletion of a User File stored on the Service, for material contained in any User File or for the corruption of or loss of any data, information or content contained in a User File.

You will not use the service to transmit, route, provide connections to or store any material that infringes any copyrights or otherwise violates or promotes the violation of the intellectual property rights of any third party. FilesDIRECT has adopted and implemented a policy that provides for the termination in appropriate circumstances of the accounts of users who repeatedly infringe or are believed to be infringing the rights of copyright holders. Please see the FilesDIRECT Copyright Policy for further information.
FilesDIRECT reserves the right, in its sole discretion, at any time, to remove User Files that it believes to be in violation of this Agreement.

All right, title, and interest in and to the Service is and will remain the exclusive property of FilesDIRECT and its licensors. The Service is protected by copyright, trademark, and other laws of both the United States and foreign countries. Except as expressly permitted in this Agreement, you may not reproduce, modify, or prepare derivative works based upon, distribute, sell, transfer, publicly display, publicly perform, transmit, or otherwise use the Service.

FilesDIRECT does not claim any ownership rights in any User Files that you make available through the Service. However, by making User Files available through the Service, you grant FilesDIRECT the non-exclusive, worldwide, transferable right, on a royalty-free basis, with a right to sublicense this right only to third parties assisting FilesDIRECT in providing the Service, to use, copy, distribute and process User Files on the Sites and through the Service on your behalf and on behalf of your customers solely for the purposes of ensuring secure transfer and delivery of such User Files.

FilesDIRECT, the FilesDIRECT logo, and all other FilesDIRECT trademarks, service marks, product names, and trade names of FilesDIRECT appearing on the Service are owned by FilesDIRECT. All other trademarks, service marks, product names, and logos appearing on the Service are the property of their respective owners. You may not use or display any trademark, service mark, product name, trade name, or logo appearing on the Service without the owner’s prior written consent.

As a condition to your use of the Service, you agree not to:

Upload or transmit any User File: (i) that you do not have the lawful right to copy, transmit, distribute, and display (including any User Files that would violate any confidentiality or fiduciary obligations that you might have with respect to the User Files); (ii) for which you do not have the consent or permission of each identifiable person in the User Files to use the name, voice, signature, photograph, or likeness of each such person (to the extent each is implicated by the User Files); (iii) that infringes or misappropriates the intellectual property rights or violates the privacy rights of any third party (including without limitation copyright, trademark, patent, trade secret, or other intellectual property right, or moral right or right of publicity); (iv) that is false or misleading; (v) that violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability;
Access, tamper with, or use any non-public areas of the Service or FilesDIRECT’s computer systems or the technical delivery systems of FilesDIRECT’s providers;
Attempt to probe, scan, or test the vulnerability of the Service or any related system or network or breach any security or authentication measures used in connection with the Service and such systems and networks;
Attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Service;
Harm or threaten to harm other users in any way or interfere with, or attempt to interfere with, the access of any user, host or network, including without limitation, by sending a virus, overloading, flooding, spamming, or mail-bombing the Service;
Send unsolicited email, junk mail, spam, chain letters, or promotions or advertisements for products or services;
Impersonate or misrepresent your affiliation with any person or entity.

FilesDIRECT will have the right to investigate and prosecute violations of any of the above, including without limitation possible infringement of any intellectual property rights and possible security breaches, to the fullest extent of the law. FilesDIRECT may involve and cooperate with law enforcement authorities in prosecuting users who violate this Agreement. You acknowledge that, although FilesDIRECT has no obligation to monitor your access to or use of the Service, it has the right to do so for the purpose of operating the Service, to ensure your compliance with this Agreement, or to comply with applicable law or the order or requirement of a court, administrative agency, or other governmental body. FilesDIRECT reserves the right at all times to disclose, in its sole discretion, any User Files as necessary to (a) satisfy any law, regulation, or governmental request or (b) reduce or prevent what FilesDIRECT considers to be, in its sole discretion, a serious or imminent threat to your health or safety, or the health or safety of another.

The Service may contain links to third-party websites. You acknowledge and agree that FilesDIRECT is not responsible or liable for: (i) the availability or accuracy of such websites; or (ii) the content, products, or services on or available from such websites. Links to such websites do not imply any endorsement by FilesDIRECT of such websites or the content, products, or services available from such websites. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites.

FilesDIRECT performs system maintenance on a regular basis to ensure high quality of service. FilesDIRECT uses commercially reasonable efforts to ensure that the Service is available for use during this time. FilesDIRECT will use reasonable efforts to inform users of upcoming maintenance periods during which the service may be unavailable.

You may cancel a paid account at any time in your account settings on the Site. If you did not use the service, and cancel your account within 15 days of the end of your free trial, FilesDIRECT will refund the $20 signup fee. All fees (including overuse fees) must be paid in full if the account is not cancelled within 15 days of the end of the free trial.
FilesDIRECT reserves the right to discontinue the Service or to change the Service at any time and without notice, except that FilesDIRECT will attempt to provide notice of such discontinuation to account holders.
If you breach this Agreement, FilesDIRECT will have the right to terminate this Agreement immediately, without notice, and to deactivate your account. In the event of your breach of this Agreement, FilesDIRECT will not be required to refund any fees paid by you.

The Service is provided “AS-IS,” without warranty of any kind, either express or implied. Without limiting the foregoing, FilesDIRECT explicitly disclaims any warranties of merchantability, fitness for a particular purpose and non-infringement.
FilesDIRECT makes no warranty that the Service will meet your requirements or will be available on an uninterrupted, secure, or error-free basis. Your use of the Service is at your own risk. You acknowledge and agree that FilesDIRECT will not be responsible for any damages to your computer system or the computer system of any third party that result from use of the Service.

You will defend, indemnify, and hold harmless FilesDIRECT, its officers, directors, affiliates, employees and agents, from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your access to or use of the Service, or your violation of this Agreement, including without limitation third party claims that User Files submitted to the Service by you infringe or misappropriate the intellectual property rights, privacy rights, publicity rights, or moral rights of a third party.

In no event will FilesDIRECT be liable to you or to any third party for any incidental, special, consequential or punitive damages arising out of or in connection with this Agreement or from the use of or inability to use the Service or any User Files sent through, stored by or downloaded from the Service, whether based on warranty, contract, tort (including negligence) or any other legal theory, and whether or not FilesDIRECT has been informed of the possibility of such damage, even if any limited remedy set forth herein is found to have failed of its essential purpose.
In no event will FilesDIRECT’s aggregate liability to you or to any third party for any and all claims arising out of or in connection with the use of the Service exceed the lesser of (a) one hundred U.S. dollars ($100) and (b) the fees paid to FilesDIRECT by you in the twelve (12) months leading up to the event giving rise to such a claim. The limitations of damages set forth above are fundamental elements of the basis of the bargain between FilesDIRECT and you.

This Agreement will be governed by the laws of the State of Nevada without regard to its conflict of laws provisions. The exclusive jurisdiction and venue of any action with respect to the subject matter of this Agreement will be the state and federal courts located in Clark County, Nevada, and you waive any objection to jurisdiction and venue in such courts.

This Agreement is the entire and exclusive agreement between FilesDIRECT and you regarding the Service, and this Agreement supersedes and replaces any prior agreements between FilesDIRECT and you regarding the Service. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other FilesDIRECT services, affiliate services or third-party content software or services.

You will not assign any rights granted to you or delegate any of your duties hereunder; any attempt to do so is void and of no effect. FilesDIRECT may freely assign these Terms of Service and the rights granted hereunder without restriction. Nothing in this Agreement shall constitute a partnership or joint venture between you and FilesDIRECT. In the event that any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force and effect. FilesDIRECT may provide you with notices, including those regarding changes to the Service by email or by postings on the Service. The failure of FilesDIRECT to enforce any right or provision of this Agreement will not be deemed a waiver of such right or provision. The headings and captions are for convenience only and are not to be used in the interpretation of this Agreement.

If you have any questions about this Agreement, please contact FilesDIRECT at [email protected].

Terms of Service

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