These Terms of Service define the terms under which All Covered, a division of Konica Minolta Business Solutions U.S.A., Inc. (“All Covered”) provides FileAssist file services to you. These Terms of Service shall supplement the Terms and Conditions of Services (“T&Cs”) applicable to your All Covered Schedule of Services. In the event of a conflict between these Terms of Service and the T&Cs, these Terms of Service shall control. By using FileAssist, you are affirmatively indicating that you accept these Terms of Service, which shall thereby constitute a legally binding agreement between you and All Covered (“Agreement”).
1. Grant of License; Non-Transferable Membership . Subject to these Terms of Service, All Covered grants to you a limited, non-exclusive and nontransferable license to use the FileAssist products and software (collectively, the “Software”) made available to you by All Covered. All rights related to the Software not expressly granted to you hereunder are retained by All Covered. You shall use the Software only as specifically permitted by this license and in accordance with the requirements of applicable federal, state and local law. You shall not modify, enhance or otherwise alter the Software without All Covered’s express prior written consent and under All Covered’s direct supervision. You further agree not to alter, obscure or remove any copyright notices and other proprietary notices, regardless of form, contained in or affixed to the Software. You must have a valid, registered user account to access the Software. The Software may only be accessed and used by those authorized individuals who are registered with All Covered. You may use your password for as long as you like; however, this password is non-transferable and your account may not be shared with other individuals except as otherwise permitted in this Agreement. Upon termination of your membership subscription due to nonpayment, cancellation or suspension of service, this Agreement will automatically terminate and the license to use the Software under this Agreement shall be permanently revoked. YOU AGREE THAT YOUR ACCOUNT PASSWORD MUST BE KEPT PRIVATE AND MAY NOT BE USED BY ANY OTHER INDIVIDUAL OR AUTOMATED PROCESS TO ACCESS YOUR ACCOUNT UNLESS THEY ALSO HAVE AN ASSIGNED USER LICENSE OR “SUBACCOUNT” USER LICENSE. This includes access via Web, FTP, Secure FTP or WebDAV protocols.
2. Scope of Services. The FileAssist services provided by All Covered hereunder (the “Services”) include all online virtual data room, offline services and any related support services that All Covered makes available to you in accordance with the license. All Covered shall host your documents and files made available to All Covered (the “Materials”) in a secure site and in accordance with a customary service level. All Covered shall keep all Materials supplied by you confidential, secure and in accordance with the standards required under ISO 27002 (Security) and SSAE16 SOC3 and shall further ensure that all All Covered personnel having access to Materials are required to maintain the confidentiality and security of those Materials. In the event that you require any additional services not provided for herein, All Covered may provide such additional services upon mutually agreeable terms and conditions in a separate service agreement.
3. No Liability for Data Stored. All Covered assumes no liability whatsoever for the content of any of the data which is stored through your use of the Software or the Services. Individual users are solely responsible for the file content they upload and store. You warrant and represent that you own or otherwise control all of the intellectual property rights necessary for the data you store using the Software or Services.
4. Individual Account Security, Privacy, and Personal Use . You agree that you alone are responsible for the security and confidentiality of your passwords or other identifiers required to be used in order to access the site and All Covered is not responsible for such security or confidentiality. Furthermore, you are entirely responsible for any and all activities that occur under your account. You agree to notify All Covered immediately of any unauthorized use of your account or any other breach of security. All Covered shall not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. However, you shall liable for losses incurred by All Covered or another party due to someone else using your account or password. You may not use anyone else’s account at any time without the permission of the account holder.
5. Disclaimer of Warranties. YOU AGREE THAT NO WARRANTY IS MADE WITH RESPECT TO THE SOFTWARE OR THE SERVICES AND SUCH SOFTWARE AND SERVICES ARE “AS IS” AND “AS AVAILABLE” ONLY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL COVERED EXPRESSLY DISCLAIM EVERY TYPE OF WARRANTY WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. ALL COVERED SHALL NOT BE RESPONSIBLE FOR ANY LOSS OF DATA DUE TO TRANSMISSION ERROR, SOFTWARE ERROR, SERVER SOFTWARE ERROR, USER ERROR, OR ANY OTHER CAUSE.
All Covered shall have no responsibility for damage done to your property as a result of your use of the Software or the Services. FileAssist is not intended to be the sole backup location for any data; users are responsible for backing up their own data files to a location other than FileAssist.
DUE TO THE NATURE OF THE INTERNET AND THE ONLINE BACKUP SERVICE, IT IS STRONGLY RECOMMENDED THAT YOU PERFORM ROUTINE TESTS OF THE FILE RESTORE FEATURES AND FAMILIARIZE YOURSELF WITH THE COMPLETE OPERATION OF THE BACKUP SOFTWARE BEFORE AN EMERGENCY SITUATION ARISES. YOU AGREE TO ASSUME ALL RISKS ASSOCIATED WITH ACCEPTING A SERVICE OF THIS KIND.
6. U.S. and Other Laws. When using the Software or the Services, you agree to comply with U.S. laws regarding transmitting data. You shall not use the Software or the Services for any illegal purpose. The Software and the Services, including technical data and data you store, are subject to U.S. export control laws, including the International Emergency Economic Powers Act and the U.S. Export Administration Act and their associated regulations, and may be subject to export or import regulations in other countries. You agree to comply strictly with all such regulations and acknowledge that you have the responsibility to obtain licenses to export, re-export, or import such data. Further, you agree not to use FileAssist (i) to transmit vulgar, obscene, harmful, libelous, abusive, or unlawful material; (ii) to use FileAssist to gain unauthorized access to other computer systems or (iii) in any manner which may cause anyone to incur civil or criminal liability or to violate applicable laws or regulations. You also agree not to interfere with any other end user’s use and enjoyment of the Software or the Services.
7. Use of Service. In connection with any file uploads, shared folders, published MediaLinks™, emailed file attachments, or FileShare™ links, you agree that you will not: (i) submit material to the Service or distribute material from the Service, whether it be via uploading, GroupShare™ folders, email file attachments, FileShare links, MediaLinks, or any other feature provided by the Service, that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from the rightful owner of such rights to post the material and to grant to All Covered all of the license rights granted herein; (ii) publish falsehoods or misrepresentations that may damage All Covered or any third party; (iii) submit material that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil or criminal liability, violate any law, or is otherwise inappropriate; (iv) post advertisements or solicitations of business; or (v) impersonate another person.
All Covered does not endorse any user-supplied content or guest-supplied content or uploaded material or any opinion, recommendation, or advice expressed therein, and All Covered expressly disclaim any and all liability in connection with such content or material. All Covered does not monitor your use of the Software and the Services; however, All Covered reserves the right to review data and use and to remove any materials in its sole discretion. All Covered does not permit copyright infringing activities and infringement of intellectual property rights on its website, and All Covered will remove all user-supplied content or guest-supplied content or uploaded material if properly notified that such content or material infringes another’s intellectual property rights. All Covered reserves the right to remove such content or material without prior notice. All Covered may also terminate this Agreement and the license conveyed hereby if you are determined to be a repeat infringer. You are a repeat infringer if you have been notified of infringing activity more than twice or have had such content or material removed from the Service more than twice. All Covered also reserves the right to decide whether user-supplied content or guest-supplied content or uploaded material is appropriate and complies with this Agreement for violations other than copyright infringement and violations of intellectual property law such as, but not limited to, pornography, obscene or defamatory material, material that may be offensive, content having excessive file size or excessive use which puts an excessive load on the servers to the detriment of other end users, or MediaLinks that have been unused for a period of one year or longer. All Covered may remove such uploaded material or links and/or terminate a user’s access for uploading such material in violation of this Agreement at any time, without prior notice and at its sole discretion.
In particular, if you are a copyright owner or an agent thereof and believe that any material uploaded by an end user or guest of an end user or other content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) to All Covered’s Designated Copyright Agent (see 17 U.S.C 512(c)(3) for further detail).
8. Sole Responsibility for Data; Account Termination . You agree to be solely and completely responsible for all of your transmissions onto and off of your FileAssist account, and the contents of those transmissions. All Covered may terminate your access to FileAssist at any time in the event that you commit a breach of this Agreement. In such event, you agree you shall not have permission to access your files on FileAssist and your files may be permanently removed from All Covered’s servers. In such event, All Covered shall not be obligated to give you access to any data which you have uploaded or inserted into FileAssist. You agree that All Covered shall not be obligated in any way to refund any portion of monies paid for a subscription service period if the account is terminated due to your breach of this Agreement.
9. Intellectual Property. By registering with this service, you understand and agree that all content created by All Covered for FileAssist, as well as all software that supports FileAssist, is protected by trademarks, copyright, service marks, or other property rights and laws, and title to such content and software, including all copies thereof, shall be in and remain exclusively with All Covered. You shall not “unlock,” decompile, reverse engineer, disassemble, or otherwise translate the binary or object code versions of the Software or the Services to human-readable form nor permit any person or entity under your control to do so. Therefore, you must have appropriate legal and written authorization before reproducing, distributing, copying, or taking and changing any of these contents. Further, your use of FileAssist shall be in accordance with and governed by all applicable laws and regulations.
10. Miscellaneous. You may, with prior written approval from All Covered, assign this Agreement or any of your rights or interests hereunder, to (i) an affiliate, (ii) your successor pursuant to a merger, reorganization, consolidation or sale, or (iii) an entity that acquires all or substantially all of that portion of your assets or business for which the Software and the Services hereunder were acquired or are then being used. All Covered may assign this Agreement, or any of its rights or interests hereunder, at any time to (i) an affiliate, (ii) its successor pursuant to a merger, reorganization, consolidation or sale, (iii) an entity that acquires all or substantially all of its assets; or (iv) any other entity or individual to whom All Covered deems it necessary to assign this Agreement, or any of its rights or interests hereunder. This Agreement shall be binding upon, and shall inure to the benefit of, the legal successors and permitted assigns of the Parties. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment or agency relationship between the parties. This Agreement contains the entire agreement between the parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorized representatives of the parties. The section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.