This FilesXpress.com Terms of Service Agreement (the "Agreement") describes the Terms and Conditions (TOC) on which FilesXpress.com ("we" or "Company") offer file-sharing services to you ("Customer" or "You"). By registering for or using FilesXpress.com services, Customer agrees to be bound by the following Terms and Conditions. You should carefully read the following Terms of Service Agreement before using the FilesXpress.com website ("Site") and our file-sharing services ("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 FilesXpress.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.
Subject to the Terms and Conditions of this Agreement, FilesXpress.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) FilesXpress.com "Services" means those electronic or interactive services offered by FilesXpress.com. FilesXpress.com reserves the right to change or discontinue any of the Services at any time.
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, videos, images, software, and services (collectively "Materials"), are provided either by FilesXpress.com or by their respective third party authors, developers and vendors (collectively "Third Party Providers") and the underlying intellectual property rights are owned by FilesXpress.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. FilesXpress.com, the FilesXpress.com logo and other FilesXpress.com products referenced herein are trademarks of FilesXpress.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.
Customer represents and warrants that the information it provides in FilesXpress.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, FilesXpress.com will have the right to suspend or terminate Customer's account and this Agreement.
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.
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 FilesXpress.com. It is Customer's responsibility, through its systems administrator Authorized User, to set the appropriate access for each of Customer's Authorized Users.
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.
Customer will immediately notify FilesXpress.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; or (b) Customer becomes aware of any unauthorized use of any product or service related to its account(s).
Customer has sole responsibility and liability for the data its stores on FilesXpress.com's servers. Customer controls its data through its generated link. FilesXpress.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. FilesXpress.com will delete Customer data upon termination of this Agreement. However, FilesXpress.com may retain Customer data in its archives after deletion and will not be liable to Customer in any way for such retained data.
FilesXpress.com will provide access to the Services and Customer's data to an agent of Customer ("Authorized Agent") who provides FilesXpress.com with a notarized letter signed by an officer of Customer which letter shall include statements of authenticity, authority, and liability as required by FilesXpress.com in its sole discretion. Customer expressly and irrevocably agrees that FilesXpress.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 FilesXpress.com be liable to Customer or any third party for FilesXpress.com's reliance on such letter or such apparent authority.
You agree to NOT USE FilesXpress.com's Service to:
FilesXpress.com neither sanctions nor permits site content or the transmission of data that contains illegal or obscene material 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. FilesXpress.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, FilesXpress.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.
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.
Violations or attempts to violate FilesXpress.com systems or to interrupt FilesXpress.com services are strictly prohibited, and may result in criminal and civil liability. Examples of system violations include, without limitation:
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 FilesXpress.com Web site.
FilesXpress.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. FilesXpress.com reserves the right to suspend or terminate a Customer's transmission(s) that, in FilesXpress.com's discretion, violates these policies or violates any law or regulation. FilesXpress.com's DMCA Policy, which is herein incorporated by reference, has further important details on this matter.
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 FilesXpress.com servers.
Whether lawful or unlawful, FilesXpress.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 that FilesXpress.com reserves the right to cancel any account or transmission they find in violation of any of the above policies. If appropriate, FilesXpress.com will refer complaints to law enforcement authorities, and in such case, FilesXpress.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 e-mail to report-abuse@FilesXpress.com. Each complaint will be investigated and may result to immediate cancellation of Services without prior notice.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
You agree to defend, indemnify, and hold harmless FilesXpress.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 of the Service, or your breach of this Agreement or other FilesXpress.com policies, terms and conditions.
Your use of FilesXpress.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 FilesXpress.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:
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 FilesXpress.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 FilesXpress.com may change subscription fees at any time without notice. Changes in subscription fees will take effect on expiration of any existing Customer subscription.
Without limiting other remedies, FilesXpress.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:
Upon termination of this Agreement by either Customer or FilesXpress.com, all of Customer rights under this Agreement, and FilesXpress.com's provision of Services, will terminate immediately.
The Sections 6 ("Customer Data"), 8 ("No Warranty"), 9 ("Indemnity"), 10 ("Limitation Of Liability") and this Section 12 will survive any termination of this Agreement.
These terms and conditions will be governed by and construed in accordance with the laws of the Republic of the Philippines, excluding that body of law governing conflict of laws. If any provision of these Terms is held to be invalid or unenforceable, such provision will be enforced to the greatest extent possible and the remaining provisions will remain in full force and effect. Headings are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of such section. FilesXpress.com's failure to act with respect to a breach by Customer or others does not waive FilesXpress.com's right to act with respect to subsequent or similar breaches. No action by Customer arising under this Agreement may be brought at any time more than twelve (12) months after the facts occurred upon which the cause of action arose.
Customer and FilesXpress.com 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.
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 FilesXpress.com'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.
You represent and warrant to FilesXpress.com that
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.