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FileCloud Online – Terms of Service

Posts Tagged ‘policy’

FileCloud Online – Terms of Service

These Terms of Service (“Terms”) are between you (“you” or “Customer”) and CodeLathe (CodeLathe, FileCloud, “we,” “us,” or “our”). Please read them carefully because they form a contract between you and CodeLathe. These Terms govern your initial purchase as well as any future purchases made by you that reference these Terms. These Terms also apply to all trials including pre-purchase trials and pilots. These Terms apply whether your purchases are made directly from CodeLathe or through CodeLathe’s authorized resellers (each, a “Reseller”).

By clicking on the “I agree” (or similar) button that is presented to you at the time of your Order, or by using, registering for, or accessing the FileCloud Online Services described herein, you indicate that you have the power to form a contract with CodeLathe and are agreeing to be bound by these Terms. By signing the contract, you are representing that you are of legal age to form a binding contract with CodeLathe.

These Terms may be modified from time to time. The date of the most recent revisions will appear on this page, so please check back often. Your use of or continued access to the FileCloud Online Services after any changes constitutes your acceptance of those changes, whether or not you have reviewed them. If you do not agree to changes to the Terms, you must stop using the FileCloud Online Services and cancel your user account.

1. FileCloud Online Service and Support

Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Services in accordance with this agreement. Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with the terms set forth in Exhibit A.

2. Additional Definitions.

These definitions are in addition to those defined elsewhere in these Terms.

  • “Account” means a Content storage account created by you or on your behalf within the FileCloud Online Services.
  • “FileCloud Administrator” means a user (or users) you identify as having administrative rights including, without limitation, the permission to manage licenses, users and FileCloud instance.
  • “Content” means files, materials, data, text, audio, video, images, email or other content.
  • “Documentation” means written or online user documentation that describes the functionality, operation, and use of the FileCloud Online Services.
  • “FileCloud Online Services” refers, collectively, to (i) the cloud storage solution provided by CodeLathe for the online storage, sharing and processing of Content, (ii) the Software, and (iii) the Documentation.
  • “Services” refers, collectively, to the FileCloud Online Services, support for the FileCloud Online Services, and Ancillary Services.
  • “Software” means the software provided or made available by CodeLathe for use in connection with the Services. Software includes the FileCloud Client Software (Sync, Drive, Browser Extensions, Others) which is that portion of the Software that is installed on Customer’s desktop, mobile, local server or other device (for example, mobile apps, desktop apps, and group apps). Software also includes bug fixes, patches, major or minor releases, or any other changes, enhancements, or modifications to the FileCloud Client Software that FileCloud makes commercially available (“New Releases”).
  • “End User” means an individual you authorize to use your FileCloud service.
  • “Limited Client User” (or “Guest User”) means an individual who was authorized by ‘end users’ to access data using FileCloud service.
Any references to “Users” or “End Users” in this document refers to both “End User” and “Limited Client User”
  • “Attributable Monthly Subscription Fee” means one-twelfth of the base annual fee for the Services.
  • “Emergency Maintenance” means downtime of the Service outside of the Scheduled Maintenance Window hours that is required to complete the application of urgent patches or fixes, or to undertake other urgent maintenance activities. If Emergency Maintenance is required, CodeLathe will immediately contact Customer and provide the expected start time of the Emergency Maintenance, its planned duration, and whether CodeLathe expects the Services to be unavailable during the Emergency Maintenance.
  • “Scheduled Maintenance Window” means the window during which scheduled maintenance of the Services may be performed, which may cause the Services to be unavailable. The Scheduled Maintenance Window occurs each Saturday, 8:00 AM to 1:00 PM (Central Standard Time) for North American based customers and 2:00 PM to 7:00 PM CET for European based customers, and will not exceed three hours per calendar quarter. Additional, non-impactful updates to the Services may be released periodically during the work week.
  • “Service Credit” means the percentage of the Attributable Monthly Subscription Fees that is awarded to Customer for a validated claim related to breach of the SLA during that month.
  • “System Availability” means the percentage of total time during which the Services are available to Customer, excluding the Scheduled Maintenance Window and Emergency Maintenance.

3. Availability of the FileCloud Online Services.

i. Access to the FileCloud Online Services. The FileCloud Online Services are on-line, subscription-based products made available by CodeLathe for your use on a non-exclusive basis in accordance with these Terms and all applicable laws. Your use includes allowing Users to transmit, store, share, retrieve, and process Content through the FileCloud Online Services solely through an Account registered to you and in accordance with the orders you place with CodeLathe. All use of the FileCloud Online Services by you and your Users must be within the Scope of Use (defined below), for the quantity and User type for which you have paid, and solely for the benefit of you.

ii. Software Provided for Use with the FileCloud Online Services.

Subject to your continued compliance with these Terms, we grant you the nonexclusive, nontransferable, worldwide, personal license to install and use the FileCloud Client Software for the sole purpose of accessing the FileCloud Online Services by Users. You acknowledge that, we may issue updates to the Software (for example, to address security vulnerabilities, upgrade the protocol, improve usability or performance, and upgrade features). We require you run the latest FileCloud Client software. All updates to the Software will be subject to the terms and conditions of this Agreement.

iii. Support. All support requests have to be made by your FileCloud ‘Administrator’. CodeLathe doesn’t provide direct support to ‘End Users’. In case of temporary reduced hours of support or permanent changes to support timings, CodeLathe will inform you through email and through our website.

iv. Updates to the FileCloud Online Services. We reserve the right, in our sole discretion, to change, update, or enhance the FileCloud Online Services as well as support for the FileCloud Online Services at any time including to add functionality or features, or remove them from the FileCloud Online Services. We may also suspend the FileCloud Online Services or stop providing the FileCloud Online Services all together. In that case, support for the FileCloud Online Services may also be suspended or terminated.

4. Your Responsibilities relating to Use of the FileCloud Online Services.

i. Passwords and Account. To obtain access to the FileCloud Online Services, you will be required to obtain an Account with CodeLathe by completing a registration form and designating a user ID and password. You agree and represent that all registration information you provide is accurate, complete, and current, and that you will update it promptly when that information changes. CodeLathe may withdraw Account approval at any time in its sole discretion, with or without cause. You are responsible for safeguarding the confidentiality of your user ID and passwords, and for all activities that take place in connection with your Account. CodeLathe has no liability for any loss or damage arising from any unauthorized use of your Account.

ii. Equipment. You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, PCs, smartphones, operating systems, networking, modems, hardware, software, and the like (collectively, “Equipment”). You shall also be responsible for maintaining the security of the Equipment.

iii. Notices from CodeLathe. You acknowledge that once you have registered with us, we may send you communications or data regarding the FileCloud Online Services using electronic means. These may include, but are not limited to (i) notices about your use of the FileCloud Online Services, including any notices concerning violations of use, (ii) updates to the Services, (iii) promotional information and materials regarding CodeLathe’s products and services, and (iv) information the law requires us to provide. Notices we e-mail to you will be deemed given and received when the e-mail is sent. If you don’t agree to receive required notices via e-mail, you must stop using the FileCloud Online Services.

iv. Notices from You regarding Unauthorized Use.

You agree to notify us promptly in writing when you become aware of any unauthorized use of an Account, the Content or the FileCloud Online Services, including if you suspect there has been any loss, theft or other security breach of your password or user ID. If there is an unauthorized use by a third party which obtained access to the Services through you or your Users, whether directly or indirectly, you agree to take all steps necessary to terminate the unauthorized use. You also agree to provide CodeLathe with any cooperation and assistance related to that unauthorized use which we reasonably request.

v. Content.

CodeLathe does not monitor any Content transmitted or processed through, or stored in, the FileCloud Online Services. You agree that you:

  1. are responsible for the accuracy and quality of all Content that is transmitted or processed through, or stored in, your Account, will ensure that the Content (including its storage and transmission) complies with these Terms, and applicable laws and regulations;
  2. will promptly handle and resolve any notices and claims from a third party claiming that any Content violates that party’s rights, including regarding take-down notices pursuant to the Digital Millennium Copyright Act; and
  3. will maintain appropriate security, protection and backup copies of the Content, which may include (A) the use of encryption technology to protect the Content from unauthorized access and (B) routine archiving of the Content. CodeLathe will have no liability of any kind as a result of any deletion, loss, correction, or destruction of Content or damage to or failure to store or encrypt any Content.

vi. Use Restrictions. You are responsible for Users’ compliance with these Terms and for the quality, accuracy and legality of the Content. You will not, and will ensure that your Users do not:

  1. use the FileCloud Online Services in any manner or for any purpose other than as expressly permitted by these Terms
  2. sell, rent, resell, lease, or sublicense the FileCloud Online Services to any third party;
  3. modify, tamper with or otherwise create derivative works of the FileCloud Online Services;
  4. reverse engineer, disassemble, decompile or attempt to derive source code from the FileCloud Online Services;
  5. use the FileCloud Online Services (filecloudonline.com) to send unsolicited junk mail, spam or any other form of duplicative or unsolicited messages or communication not permitted by law;
  6. store or transmit Content: (A) containing unlawful, defamatory, threatening, pornographic, abusive, or libelous material, (B) containing any material that encourages conduct that could constitute a criminal offense, or (C) that violates the intellectual property rights or rights to the publicity or privacy of others;
  7. use the FileCloud Online Services to store or transmit viruses, worms, time bombs, Trojan horses or other harmful or malicious code, files, scripts, agents or programs;
  8. interfere with or disrupt servers or networks connected to the FileCloud Online Services or the access by other CodeLathe client to the servers or networks, or violate the regulations, policies or procedures of those networks;
  9. access or attempt to access CodeLathe’s other accounts, computer systems or networks not covered by these Terms, through password mining or any other means

vii. Fair Use Policy. CodeLathe provides a multi-tenanted SaaS solutions and seeks to ensure and maintain an optimal user experience. We monitor usage to prevent improper use of the services, so we can offer all our customers an excellent user experience. CodeLathe does not charge extra costs when the service is used reasonably and normally. When we determine the scope of Fair Use we take into account your contract, the observed use of many of our users, technical advances and the current price rate of all necessary assets. When we detect something out of the ordinary in your FileCloud online environment, we’ll contact you to discuss the situation and potential alternatives. If the situation doesn’t change, we may have to limit the available storage, bandwidth, database usage, API usage or allowed emails, for example.

viii. Third Party Services and Content. All transactions using the FileCloud Online Services are between the transacting parties only. The FileCloud Online Services may contain features and functionalities linking or providing you with certain functionality and access to third party content, including Web sites, directories, servers, networks, systems, information and databases, applications, software, programs, products or services, and the Internet as a whole. You acknowledge that CodeLathe is not responsible for such content or services. We may also provide some content to you as part of the FileCloud Online Services. However, CodeLathe is neither an agent of any transacting party nor a direct party in any such transaction. Any of those activities, and any terms associated with those activities, are solely between you and the applicable third-party. Similarly, we are not responsible for any third party content you access with the FileCloud Online Services, and you irrevocably waive any claim against CodeLathe with respect to such sites and third-party content. CodeLathe has no liability, obligation or responsibility for any such correspondence, purchase or promotion between Customer and any such third-party. In the event you have any problems resulting from your use of a third party service, or suffer data loss or other losses as a result of problems with any of your other service providers or any third-party services, we are not responsible unless the problem was the direct result of our breaches.

5. Fees and Payment.

i. Fees. You agree to pay, using a valid credit card (or other form of payment which we may accept from time to time), the charges and fees (such as recurring monthly or annual fees) set forth on our website (collectively, “Fees”), Taxes (as defined below), and other charges and fees incurred for the Services. You will pay Fees in the currency we quoted for your account (and we reserve the right to change the quoted currency at any time). We will automatically charge your credit card or other account at the start of the billing period and at the start of each renewal period. Except as specifically set forth in this Section, the FileCloud Online Services are prepaid for the period selected and are non-refundable. This includes Accounts that are renewed.

ii. Fees for Upgrade. If you upgrade or expand consumption of the FileCloud Online Services (for example, to obtain additional User access, features or functionality to the FileCloud Online Services) (collectively referred to as a “Service Upgrade”), additional fees may be due at FileCloud’s then-current pricing. If additional fees are due, those fees will be immediately charged to your credit card or other account and will apply for the entire month in which the Service Upgrade occurred.

iii. Fee Increases. We will notify you in advance, either through a posting on our website or by email to the address you have most recently provided to us, if we increase Fees or institute new charges or fees. Any increase in Fees will take effect at the beginning of the next renewal subscription term or support period, as applicable. For example, if you pay annually, your use of the FileCloud Online Services will be charged at the new price when the FileCloud Online Services are renewed in the year that follows the notice. If you don’t agree to these changes, you must cancel and stop using the Services.

iv. Invoicing and Payment Terms. You agree to keep all information in your billing account current. You may change your billing account information at any time by using the means provided. In the event that we invoice you, then all fees will be due and payable upon receipt. We may suspend your access to the FileCloud Online Services or cancel the Services if your account is past due over 15 days.

v. Purchases through Resellers. If you purchase Services through a Reseller, you owe payment to the Reseller as agreed between you and the Reseller, and the payment terms described in this Section will not apply to you. You acknowledge, however, that we may terminate your rights to use the Cloud Services and discontinue Services if we do not receive our corresponding payment from the Reseller.

vi. Taxes. Fees are exclusive of Taxes and you will pay or reimburse CodeLathe for all Taxes arising out of these Terms, whether assessed at the time of your purchase or are thereafter determined to have been due. For purposes of these Terms, “Taxes” means any sales, use and other taxes, export and import fees, customs duties and similar charges applicable to the transactions contemplated by these Terms that are imposed by any government or other authority. You agree to promptly provide CodeLathe with legally sufficient tax exemption certificates for each taxing jurisdiction for which you claim exemption.

6. Canceling the FileCloud Online Services.

To cancel the FileCloud Online Services, you must provide us with at least 30 days’ notice. If you cancel, the Services will end at the end of your current term or period following the 30 days’ notice. If you fail to cancel as required, we will automatically renew the FileCloud Online Services for the same term and will charge your payment information on file with us commencing on the first day of the renewal term.

7. Protection of Content.

CodeLathe maintains appropriate administrative and technical safeguards to protect the security, and integrity of the Content in the FileCloud Online Services. Except as requested by you in connection with customer support, we will not (i) modify the Content, (ii) disclose the Content except pursuant to the requirements of a governmental agency, by operation of law, to investigate occurrences that may involve violations of system or network security, or as you expressly permit in writing, or (iii) access the Content except to provide the Services or to address other service or technical problems.

8. Data Retention

i. File Deletion.

  • i a) if you (your administrator) has turned on FileCloud’s ‘Deleted Files’ (Recycle bin) feature: when an user deletes a file, the file will be moved to recycle bin (a soft delete). The user can recover the file from recycle bin. Once a file moves into recycle bin, the file stays in the recycle bin till the user deletes the file from the recycle bin or administrator empties the recycle bin. If user deletes files from recycle bin or administrator empties recycle bin, then file will be purged permanently (a hard delete). If the files are larger than the default size (set in FileCloud administrator portal), then files will be permanently deleted. Note: Recycle bin only holds the most recent deleted file version. A new deleted file will replace any other older versions with same name and file path in the recycle bin.
  • i b) if you (your administrator) has turned off FileCloud’s ‘Deleted Files’ (Recycle bin) feature: when an user deletes a file, the file will be purged (a hard delete) from the system permanently and it can’t be recovered.

ii. File Version Retention. FileCloud comes with the ability to store previous versions of a file (versioning stores older versions only when a new version of a file has the same name and path as the older file). If administrator has turned off this versioning feature, then older file versions will not be retained. If administrator has turned on the versioning feature, the older versions will be retained until any of the following actions

  • User deletes the previous versions from the UI.
  • Original file is deleted. When a file is sent to recycle bin or permanently deleted, its previous versions are permanently deleted.
  • The administrator deletes the older versions.

iii. Account Cancellation. If you cancel your FileCloud Online paid account, your files and account data will be marked for deletion from our servers after 30 days. After the 30-day mark, files can no longer be recovered. If you need an immediate data deletion, you can request it by contacting FileCloud customer support.

9. Ownership.

i. Ownership by Customer. As between Customer and CodeLathe, Customer own all right, title and interest in and to the Content provided, transmitted or processed through, or stored in, the FileCloud Online Services. Customer hereby grants CodeLathe the right to transmit, use, modify, adapt, reproduce, display or disclose the Content solely (i) to provide the Services to Customer or any User, (ii) to comply with any request of a governmental or regulatory body (including subpoenas or court orders) or as otherwise required by law, (iii) for statistical use (provided that such data is not personally identifiable), and (iv) as necessary to monitor and improve the FileCloud Online Services and corresponding support. Customer represents and warrants that Customer has all rights in the Content necessary to grant these rights and use the FileCloud Online Services, and that the transmission, storage, retrieval, and processing of the Content do not violate any law or these Terms.

ii. Ownership by CodeLathe. As between CodeLathe and Customer, CodeLathe own and reserve all right, title and interest in and to the Services (including all hardware, software and other items used to provide the FileCloud Online Services) and Materials, including all intellectual property rights in any of the foregoing. No title to or ownership of any proprietary rights related to the foregoing is transferred to Customer or any User pursuant to these Terms or any transaction contemplated by these Terms. CodeLathe reserves all rights not explicitly granted to Customer. CodeLathe is free to use any comments, suggestions, recommendations, and other feedback you provide with respect to the Services for any purpose, without obligation.

CodeLathe may have patents, patent applications, trademarks, copyrights, or other intellectual property rights covering subject matter that is part of the Services. Unless CodeLathe has granted Customer licenses to our intellectual property in these Terms, providing Customer with the Services does not give Customer any license to CodeLathe’s intellectual property. Any rights not expressly granted herein are reserved.

10. Warranty.

CODELATHE PROVIDES THE SERVICES “AS IS,” “WITH ALL FAULTS,” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CODELATHE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. CODELATHE SPECIFICALLY DISCLAIMS, WITHOUT LIMITATION, ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF HARMFUL COMPONENTS, THAT THE CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED, OR ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF ANY COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE.

11. SLA

i. CodeLathe warrants at least 99.9% System Availability during each calendar month. If the System Availability is less than 99.9%, and if Customer has fulfilled all of its obligations under these Terms, CodeLathe will provide Customer with a Service Credit applied to the month in which the failure to meet the SLA has occurred. The Service Credit will be equal to the credit percentage identified in the table below multiplied by the Customer’s fees paid to CodeLathe for the FileCloud Service that are attributable to the corresponding month (calculated on a straight line pro-rated basis with respect to any fees paid in advance). Customer may terminate the Agreement upon 30 days’ written notice if System Availability is less than 97% for one or more validated SLA claims submitted by Customer under the SLA in each of three consecutive calendar months or one or more validated SLA claims submitted by Customer under the SLA in each of three out of five consecutive calendar months.

% of Services Availability per Calendar MonthService Credit
99.9% to 99.5%10%
99.4% to 99.0%20%
< 99.0%40%

ii. General Terms Applicable to the SLA:

  • a. SLA Claims and Service Credits.
    • i. In order to receive any Service Credits, Customer must notify CodeLathe in writing within 10 business days from the time Customer becomes eligible to receive a Service Credit. The remedies set forth herein represent Customer’s sole and exclusive remedy for CodeLathe’s failure to meet the SLA defined in this Exhibit. Failure to comply with this requirement will forfeit Customer’s right to receive the Service Credit. In no event will the total amount of Service Credits if any, exceed the fees paid by Customer for the corresponding month.
    • ii. For all claims subject to validation by CodeLathe, CodeLathe will use log files, database records, audit logs, and any other information available to validate claims and make a good faith judgment on the applicability of Service Credits to the incident. CodeLathe will make information used to validate the SLA claim available for auditing by Customer at Customer’s request.
    • iii. The maximum credit Customer is entitled to receive in any given month is calculated against the Attributable Monthly Subscription Fee for the Services. Customers who are past due on any payments owed to CodeLathe are not eligible to receive Service Credits. CodeLathe will issue Service Credits, as determined in its sole discretion, either on future billing cycles or as a refund against annual fees paid.
  • b. Exclusions
    • i. Customer will not be entitled to Service Credits in connection with any Force Majeure Event as defined in these Terms.
    • ii. Customer will not be entitled to Service Credits to the extent a Service Credit claim is due to: (A) use of the Services outside the scope described in these Terms and the Documentation; (B) Customer equipment, software or other technology or third party equipment, software or other technology outside of CodeLathe’s data center and not under the direct control of CodeLathe; (C) failure of Customer to meet the configuration requirements for Customer equipment set forth in the Documentation; (D) any actions or inactions of Customer or any other third party not under the direct control of CodeLathe; or (E) attacks (i.e. hacks, denial of service attacks, malicious introduction of viruses and disabling devices) caused by third parties, unless such attacks succeeded due to CodeLathe’s failure to meet its security requirements described in these Terms.
12. Indemnification.

To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless CodeLathe, its officers, directors, employees, and agents, against any cost, loss, damage, or other liability arising from any third party demand or claim that any Content provided by you, or your use of the Services, in breach of these Terms: (a) infringes any patent, trademark, or copyright of a third party, or misappropriates a trade secret (to the extent that such misappropriation is not the result of CodeLathe’s actions) or (b) violates applicable law or these Terms.

13. Limitation of Liability.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE FOLLOWING APPLIES: (a) IN NO EVENT WILL THE LIABILITY OF CODELATHE, ITS AFFILIATES, OFFICERS, EMPLOYEES, OR AGENTS FOR ANY AND ALL CLAIMS RELATING TO THIS AGREEMENT OR THE TRANSACTIONS UNDER IT, INCLUDING THE SERVICES EXCEED THE TOTAL AMOUNT OF FEES THAT YOU PAID US DURING THE PREVIOUS THREE MONTHS OF SERVICE, AND (b) IN NO EVENT WILL CODELATHE, ITS AFFILIATES, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, REVENUE, GOODWILL, USE OR CONTENT) HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, NEGLIGENCE OR OTHERWISE, EVEN IF CODELATHE HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES.

14. Suspension and Termination of your Use of the Services.

i. General. CodeLathe reserves the right to temporarily suspend or terminate your access to the Services at any time in CodeLathe’s sole discretion, with or without cause, and with or without notice, without incurring liability of any kind. For example, we may suspend or terminate your access to or use of the FileCloud Online Services for: (i) the actual or suspected violation of these Terms; (ii) the use of the FileCloud Online Services in a manner that may cause CodeLathe to have legal liability or disrupt others’ use of the FileCloud Online Services; (iii) the suspicion or detection of any malicious code, virus or other harmful code in your Account; or (iv) your use of excessive storage capacity or bandwidth. If, in our determination, the suspension might be indefinite or we have elected to terminate your access to the FileCloud Online Services, we will notify you through email. You acknowledge that if your access to the FileCloud Online Services is suspended or terminated, you may no longer have access to the Content that is stored with the FileCloud Online Services. We may not be able to restore the content that was stored prior to the suspension.

ii. Post-Termination Obligations. Upon termination of these Terms for any reason, all of your rights to use or access the FileCloud Online Services will cease. For 15 days following the expiration or termination of these Terms or the applicable subscription term for which you have paid, and subject to your prior written request, we will grant you with limited access to the FileCloud Online Services solely for purposes of your retrieval of the Content. After that 15 day period, CodeLathe has no further obligation to maintain the Content and will delete the Content unless legally prohibited. In case of Trials, CodeLathe has no further obligation to maintain the Content after the trial is completed and will delete the Content at the end of the trial period.

15. General Provisions.

i. Governing Law. These Terms will be construed and enforced in all respects in accordance with the laws of the State of Texas -USA, without reference to its choice of law rules. Any dispute between the parties will be brought in a court in Travis County, Texas and each party irrevocably waives any claim that such court does not have personal jurisdiction over the party. All use of the Services is expressly governed by any applicable import laws, and you agree to comply with all such laws. Claims arising out or related to these terms must be filed within 3 months from the date on which the claim arose unless local law requires a longer time to file claims. If a claim is not filed accordingly, then it is permanently barred.

ii. Assignment. You may not assign these Terms or your rights and obligations under them, in whole or in part, to any third party without our prior written consent, and any attempt by you to do so will be invalid.

iii. Force Majeure. Neither party will be liable to the other for any delay or failure to perform its obligations under these Terms (excluding payment obligations) if the delay or failure arises from any cause or causes beyond that party’s reasonable control.

iv. Public Announcement. CodeLathe reserves the right to release a press announcement regarding the parties’ relationship, and to include Customer’s name on CodeLathe’s customer lists on CodeLathe’s web site and in any other marketing materials.

v. Entire Agreement. These Terms, including our Privacy Policy and Fees specified in Orders we accept, constitute the entire agreement between you and CodeLathe with respect to the subject matter of these Terms, and supersede and replace any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of these Terms. These Terms create no third party beneficiary rights.

vi. Government Users. If you are a U.S. government entity, you acknowledge that any CodeLathe Client Software and Documentation are provided as “Commercial Items” as defined at 48 C.F.R. 2.101, and are being licensed to U.S. government end users as commercial computer software subject to the restricted rights described in 48 C.F.R. 2.101 and 12.212.

vii. DMCA. We respect the intellectual property of others, and reserve the right to delete or disable Content that appears to violate these terms or applicable law. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that Content infringes your copyright, you (or your agent) may send us a notice requesting that the Content be removed or access to it blocked. Federal law requires that your notification include the following information: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) identification of the copyrighted work claimed to have been infringed or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit us to locate the material; (iv) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail; (v) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

viii. Assignment Provisions We may assign this Agreement and all rights and/or obligations hereunder to any third party without notice for any purpose, including, without limitation, collection of unpaid amounts, or in the event of an acquisition, corporate reorganization, merger or sale of substantially all of the party’s assets to another entity. You hereby consent to such assignment. In this regard, we may assign the rights and obligations under this Agreement in connection with a sale of all or a substantial part of its business to which such rights and obligations pertain. You must continue making all required payments to us in accordance with your billing statement, unless notified otherwise.

EXHIBIT A Support Terms

Company provides non-emergency support during our regular office hours M-F 9:00 AM (US CST) to 5:00 PM (US CST), with the exclusion of Federal Holidays (“Support Hours”). Company provides emergency support after hours and during weekends on an as-needed basis.

Customer may initiate a helpdesk ticket during Support Hours any time by emailing support@filecloud.com. Company will use commercially reasonable efforts to respond to all Helpdesk tickets within one (1) business day.

Date: July 15th, 2020

Terms of Sale and Software Licensing Agreement

Terms of Sale and Software Licensing Agreement

The following terms constitute a binding agreement between you and Codelathe with respect to use of the Tonido FileCloud (“Licensed Software”)
1. EVALUATION LICENSE:
 CodeLathe grants to you a non-exclusive, non-transferable, Evaluation License for trial and evaluation of the licensed software, in binary object code form, for a period of fourteen (14) days from the date of download or installation. This License begins upon downloading or installing the Licensed Software and ends fourteen (14) days thereafter (“Evaluation Period”).
 If you are not willing to use the Licensed Software after the Evaluation Period, delete all the copies installed in your computer with immediate effect. You are forbidden from using the Licensed Software for any other use or otherwise offering it for resale under the terms of this Section 1. CodeLathe retains all rights not specifically granted to you herein.
2. COMMERCIAL LICENSE:
 CodeLathe grants you a fee-bearing, nonexclusive, non-transferable, world-wide license to Use the Licensed Software including user documentation, updates and upgrades to which you are entitled during the period of your subscription, provided that such access and Use of the Licensed Software is in accordance with License granted by CodeLathe. Under the Subscription License, the Licensed Software is licensed only for a subscription period of one year. You must renew your license at least 7 days before the expiry of the subscription period in order to continue using the Licensed Software.
3. RESTRICTIONS ON USE:
 In addition to all other terms and conditions of this Agreement, you shall not: (i) install one copy of the Licensed Software on more than one server or Domain; (ii) remove any copyright, trademark or other proprietary notices from the Licensed Software or its copies; (iii) rent, lease, license, sublicense or distribute the Licensed Software or any portions of it on a standalone basis or as part of your application; (v) modify or enhance the Licensed Software; or (vi) reverse engineer, decompile or disassemble the Licensed Software.
4. PRODUCT UPDATES & TECHNICAL SUPPORT:
 As part of subscription license, CodeLathe provides support that includes email support for problem reporting, product updates, upgrades and online access to product documentation at no additional cost for the period of subscription.
5. OWNERSHIP AND INTELLECTUAL PROPERTY:
 CodeLathe owns all right, title and interest in and to the Licensed Software. CodeLathe expressly reserves all rights not granted to you herein, notwithstanding the right to discontinue or not to release any Licensed Software and to alter prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability or characteristics of the Licensed Software. The Licensed Software is only licensed and not sold to you by CodeLathe.
6. WARRANTY DISCLAIMER:
 CodeLathe does not warrant that the Licensed Software will be error-free. Except as provided herein, the Licensed Software is furnished “as is” without warranty of any kind, including the warranties of merchantability and fitness for a particular purpose and without warranty as to the performance or results you may obtain by using the Licensed Software. You are solely responsible for determining the appropriateness of using the Licensed Software and assume all risks associated with the use of it, including but not limited to the risks of program errors, damage to or loss of data, programs or equipment, and unavailability or interruption of operations.
7. LIMITATION OF LIABILITY:
 In no event will CodeLathe be liable to you or any third party for any special, incidental, indirect, punitive or exemplary or consequential damages, or damages for loss of business, loss of profits, business interruption, or loss of business information arising out of the use or inability to use the program or for any claim by any other party even if CodeLathe has been advised of the possibility of such damages. CodeLathe’s entire liability with respect to its obligations under this agreement or otherwise with respect to the Licensed Software shall not exceed the amount of the license fee paid by you for the Licensed Software.
8. INDEMNIFICATION:
 CodeLathe agree to indemnify and defend you from and against any and all claims, actions or proceedings, arising out of any claim that the Licensed Software infringes or violates any valid patent, copyright or trade secret right of any third party; so long as you provide; (i) prompt written notice to CodeLathe of such claim; (ii) cooperate with CodeLathe in the defense and/or settlement thereof, at CodeLathe ‘s expense; and, (iii) allow CodeLathe to control the defense and all related settlement negotiations. The above is CodeLathe‘s sole obligation to you and shall be your sole and exclusive remedy pursuant to this Agreement for intellectual property infringement.
 CodeLathe shall have no indemnity obligation for claims of infringement to the extent resulting or alleged to result from (i) any combination, operation, or use of the Licensed software with any programs or equipment not supplied by CodeLathe; (ii) any modification of the Licensed Software by a party other than CodeLathe; and (iii) your failure, within a reasonable time frame, to implement any replacement or modification of Licensed Software provided by CodeLathe.
9. TERMINATION:
 This Agreement is effective until terminated by either party. You may terminate this Agreement at any time by destroying or returning to CodeLathe all copies of the Licensed Software in your possession. CodeLathe may terminate this Agreement for any reason, including but not limited to your breach of any of the terms of this Agreement. Upon termination, you shall destroy or return to CodeLathe all copies of the Licensed Software and certify in writing that all know copies have been destroyed. All provisions relating to confidentiality, proprietary rights, non-disclosure, and limitation of liability shall survive the termination of this Agreement.
10. JURISDICTION
 If, for any reason, any provision of this TOS is held invalid, such invalidity shall not affect the remainder of this TOS, and this TOS shall continue in force and effect to the full extent allowed by law. This TOS shall be construed and controlled by the laws of the State of Texas, USA. Any dispute concerning or breach of the terms of this Agreement will be governed by the laws of the State of Texas and hereby submit to personal jurisdiction and binding arbitration in Austin, Texas as the dispute resolution type and forum for all disputes or controversies arising under this Terms of Sale and Your use of Tonido FileCloud. If you have any questions or concerns about this Terms of Use or any issues raised in the TOS or on the sites, please contact us at: support@filecloud.com.

FileCloud TOS

FILECLOUD TERMS OF SERVICE

FileCloud, including its applications, software and services, and the filecloud.com are owned, published and operated by CodeLathe, and provided to You under the terms and conditions of this Terms of Service agreement (the “TOS”). BY INSTALLING FILECLOUD YOU AGREE TO THE FOLLOWING TERMS OF SERVICE.

Who Can Accept TOS: You may not accept the TOS and therefore may not use FileCloud if (a) you are not of legal age to form a binding contract with CodeLathe, or (b) you are a person barred from using FileCloud under the laws any applicable country or other jurisdiction. License: Subject to Your acceptance of the TOS, CodeLathe hereby grants you a personal, non-exclusive, non-sub licensable, non-assignable license to download, install and use FileCloud on Your Server for the sole purpose of using the services and products provided by FileCloud (the “License”).

Your Own Risk : You acknowledge and agree that the entire risk arising out of this License and Your use of FileCloud is Your own, to the maximum extent permitted by law. This includes the possibility of problems arising out of security or other flaws in FileCloud. CodeLathe does not warrant that FileCloud functions and/or service will be uninterrupted or error-free, that defects will be corrected or that FileCloud will be invulnerable to security flaws or problems arising out of such flaws, including data loss, malware etc.

Intellectual Property : Any and all intellectual property rights (the “IP Rights”) of the FileCloud software are and shall remain the exclusive IP Rights of CodeLathe. Nothing contained in this TOS or the License intends to transfer or vest with you any such IP Rights.

Your Privacy : CodeLathe is committed to respecting Your privacy. The Privacy Policy at http://www.filecloud.com/privacy details how CodeLathe may use Your personal information, traffic data, and the content contained in Your communication(s) with CodeLathe or by using Tonido or FileCloud.

FileCloud Software Updates : In order to provide You with better CodeLathe products and services, FileCloud will periodically contact CodeLathe to check for new software updates.

New FileCloud Versions : CodeLathe has no obligation to make available to You any subsequent versions of FileCloud . You may be required to enter into an updated version of this TOS agreement in the event you want to download, install or otherwise use an updated or new version of FileCloud. Please note that CodeLathe reserves the right to discontinue bug fixes and/or otherwise provide support for all versions—other than the most current version—of FileCloud.

FileCloud Relay Service : CodeLathe will offer relay infrastructure and services that enable you to create, open, edit and save Microsoft Office files stored in FileCloud using Microsoft Office 365. On user request to create, open, edit or save, FileCloud Relay Service transmits the contents of the file between your FileCloud server instance and Microsoft Office service, run by Microsoft. FileCloud Relay Service just transmits the files and doesn’t store them. FileCloud uses secure HTTPS for transmitting files between servers. General Terms: When using the relay service you will agree (i) not to interfere or disrupt networks connected to the Service; (ii) not to use the Service or Service to infringe any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; and (iii) not to transmit any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind or nature.You and the Contracting Party will not attempt to gain unauthorized access to other computer systems or interfere with another user’s use and enjoyment of the Service. CodeLathe reserves the right to (i) modify, alter or terminate this service at any time and (ii) offer it as a ‘paid only’ service in the future. All the terms of service for FileCloud, including, without limitation,’No Warranty’, ‘Indemnification’, ‘Limitation of Liability’ terms apply to FileCloud Relay Service.

Licensing : A single FileCloud License is valid only for a single licensed domain (could be served by a single server or a cluster of servers running on a physical or virtual machines across datacenters). Unless you are a CodeLathe authorized service provider partner, you will need separate licenses for each domain for a multi-tenant installations or to run FileCloud on multiple domains. Using a single FileCloud license for multiple domains is a violation of the licensing terms of service.

Refund Policy : All product sales are final. We give you ample time to trial the software for free and then give you a generous 14 day refund policy after the sale in case you change your mind. After that time, we don’t process refunds. We stand behind the products we sell. Your satisfaction with your purchase is extremely important to us. If you are unsatisfied with your purchase for any reason please contact us and we will try to help rectify the issue you might have with the product.

Publicity : Customer grants CodeLathe the right to include the Customer’s organization name and logo as a customer on CodeLathe’s website and other promotional and advertising materials. You can opt-out of all promotional and advertising materials with a written request. With a written request, CodeLathe will remove the Customer’s organization name and logo from CodeLathe’s website and will cease to include the Customer’s organization name and logo in CodeLathe’s other promotional and advertising materials.

No Modifications : You will not undertake, cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of FileCloud or any part thereof except to the extent permitted by law.

Security Vulnerabilities : In the event you detect security vulnerabilities, You will contact CodeLathe and inform CodeLathe of such vulnerabilities.

Content: The content of the communication spread and transmitted by the use of FileCloud is entirely the responsibility of the person from whom such content originated. You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) which You may have access to as part of, or through Your use of, FileCloud are the sole responsibility of the person from which such content originated. You should be aware that content presented to You as part of FileCloud, may be protected by intellectual property rights and other applicable laws. It is your responsibility if You violate any of these applicable laws and you agree that CodeLathe is not responsible for any of your activities. In the event You or the person from whom such content originated violates the intellectual rights of others, You agree to indemnify CodeLathe and hold it harmless from all causes of action, damages, awards CodeLathe may sustain as a result of such transmission(s). You also understand, therefore, that by using FileCloud, You may be exposed to content that is offensive, harmful to minors, indecent or otherwise objectionable, and that You use FileCloud at Your own risk as CodeLathe does not control or monitor such content.

Lawful purposes : You will use FileCloud solely for lawful purposes. In this respect You may not, without limitation (a) knowingly intercept or monitor, damage or modify any communication which is not intended for You; (b) knowingly use any type of spider, virus, worm, trojan-horse, time bomb or any other codes or instructions that are designed to distort, delete, damage or disassemble FileCloud or the communication; (c) knowingly send any unsolicited commercial communication not permitted by applicable law; (d) knowingly expose any third party to material which is offensive, harmful to minors, indecent or otherwise objectionable in any way; (e) knowingly use FileCloud to cause or intend to cause embarrassment or distress to, or to threaten, harass or invade the privacy of, any third party; or (f) knowingly use any material or content that is subject to any third party proprietary or intellectual property rights, unless you have a license or permission from the owner of such rights. If the law of Your country (or other applicable jurisdiction) prohibits You from downloading or using FileCloud because You are under the age limit or because FileCloud services are not allowed, You agree not to use FileCloud and to indemnify and hold CodeLathe harmless from such use.

Warranties : You expressly understand and agree that your use of FileCloud is at your sole risk and that the services are provided “as is” and “as available” and “without warranty of any kind.” In no event does CodeLathe warrant that the Software is error free or that Customer will be able to operate the Software without problems or interruptions. Although CodeLathe endeavors to make timely fixes to flaws in FileCloud, CodeLathe is not responsible for any problems arising out of your use of FileCloud. CODELATHE PROVIDES NO WARRANTIES AS TO THE FUNCTION OR USE OF THE LICENSED PROGRAMS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE LICENSED PROGRAM IS WITH LICENSEE. LICENSOR DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE LICENSED PROGRAMS WILL MEET LICENSEE’S REQUIREMENTS OR THAT THE OPERATION OF THE LICENSED PROGRAMS WILL BE UNINTERRUPTED OR ERROR FREE. IN NO EVENT WILL CODELATHE OR ITS SUPPLIERS BE LIABLE FOR ANY LOST REVENUE, PROFIT, OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE EVEN IF CODELATHE OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event shall CODELATHE’s or its suppliers’ liability to Customer, whether in contract, tort (including negligence), or otherwise, exceed the price paid by Customer.

FIPS 140-2 Mode : When using FileCloud with FIPS mode enabled, note that additional product modules licensed from SafeLogic are enabled and usage of those modules are subject to the following additional terms. (a) SafeLogic product must only be used bundled with FileCloud and cannot be used separately or by itself. (b) You cannot sublicense, assign or transfer the SafeLogic product (c) You will not undertake, cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of SafeLogic product or any part thereof except to the extent permitted by law. (c) All rights and Ownership regarding SafeLogic product remains with SafeLogic (d) You expressly understand and agree that your use of SafeLogic product is at your sole risk and that the modules are provided “as is” and “as available” and “without warranty of any kind.” IN NO EVENT WILL SAFELOGIC BE LIABLE FOR ANY LOST REVENUE, PROFIT, OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE EVEN IF SAFELOGIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (e) You agree that any export or re-export of SafeLogic product will only be done with the appropriate US or foreign government licenses. (f) You agree that license rights cannot exceed standard license rights when used by US or any government.

Termination : Without limiting other remedies, CodeLathe may limit, suspend, or terminate Your License and Your use of FileCloud, immediately and without notice, explanation, or recourse, if we think that You are in breach of the TOS, creating problems and/or legal liabilities (actual or potential), infringing upon someone else’s intellectual property rights, engaging in fraudulent or illegal activities, or for other similar reasons.

Modifications to TOS : CodeLathe reserves the right to modify the provisions of the TOS. Such changes, modifications, additions or deletions to the TOS shall be effective immediately upon notice thereof, which may be given by means including, but not limited to sending an email to your registered customer email/posting in the forums/posting in the website. You acknowledge and agree that it is your responsibility to review and to be aware of any modifications to the TOS after such communication. Your continued use of FileCloud after such modifications will constitute your: (a) acknowledgment of the modified TOS; and (b) agreement to abide and be bound by the modified TOS.

Distribution: You are not allowed to distribute the FileCloud software without the express written consent of an authorized officer of CodeLathe. If you want to make use of the possibility to distribute FileCloud software, send an email containing Your name, address, phone number and email address to support@filecloud.com, stating Your intentions to distribute the FileCloud Software and defining the applicable media. FileCloud reserves the right, at its sole discretion, to deny any or all requests to distribute. Unless you are a CodeLathe authorized partner, you agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of FileCloud, regardless of commercial gain, including but not limited to any selling of related services or attempt to charge for the FileCloud. You will acknowledge that the provisions of the Agreement must be agreed to by all end users who install the FileCloud software as part of your distribution. Further, you will not make any indications about FileCloud’s intellectual property rights illegible or otherwise attempt to impair CodeLathe’s IP rights. In case you are distributing FileCloud via your website, you are recommended to monitor the FileCloud website (www.filecloud.com/) in order to ensure that You are distributing the latest stable version of the FileCloud Software as well as that You are aware of any changes in the applicable legal documents. You will at any and all times clearly indicate that the FileCloud software originates from CodeLathe by providing a link to FileCloud’s website (www.filecloud.com) in your distribution materials. You agree to indemnify, defend and hold CodeLathe harmless from and against any and all liability and costs, including reasonable attorneys’ fees incurred by said parties, in connection with or arising out of (a) Your distribution of the FileCloud software, or (b) any breach of violation of the terms and conditions of the distribution terms of this agreement.

Electronic Signature(s): You hereby agree to the use of electronic communication in order to enter into contracts, place orders and create other records and to the electronic delivery of notices, policies and records of transactions initiated or completed through FileCloud. Furthermore, You hereby waive any rights or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable mandatory law.

Online Behavior : You must exercise respect when participating in any of FileCloud’s community features such as Forums, Blogs, Email functions, etc. You may not submit or publish through FileCloud any information that are libelous, defamatory, pornographic, an invasion of privacy, obscene, abusive, illegal, racist, offensive, harmful to a minor or an infringement on any intellectual property rights of a third party or would otherwise violate the rights of any third party. Furthermore, you may not submit or publish information through FileCloud that solicits funds or services, contains advertising or include programs that contain viruses or any other programs designed to impair the functionality of any computer.

Submissions : Certain parts of the FileCloud may ask for written suggestions or problem reports such as using our contact form or problem report form. In such a case, please read carefully the specific terms, which govern those submissions. These submissions shall be deemed the property of CodeLathe unless indicated otherwise. CodeLathe shall exclusively own all now known or hereafter existing rights to the submissions throughout the universe in perpetuity and shall be entitled to use the submissions for any purpose whatsoever, commercial or otherwise, without compensation to the provider of the submissions. In any event, any submissions you send to FileCloud or CodeLathe will not be treated as confidential and FileCloud or CodeLathe shall not be liable for any disclosure of the submissions. In case any submission is deemed to be confidential, before submission of these contents it’s your responsibility to inform CodeLathe of the confidential nature of these submissions.

Notification of Copyright Infringement : CodeLathe will investigate notices of copyright infringement and take appropriate actions. If you believe that your work has been used or copied in a way that constitutes copyright infringement and such infringement is occurring on this Site or on sites linked to from this Site, please notify CodeLathe via email at support@filecloud.com.

Trademarks : CodeLathe, Tonido, FileCloud, TonidoPlug, Tonido Photos, Tonido Webshare, Tonido Workspace, Tonido Jukebox and other marks indicated on our sites, software, and products are trademarks of CodeLathe. Codelathe’s trademarks may not be used in connection with any product or service that is not CodeLathe’s, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits CodeLathe’s products. All other trademarks not owned by CodeLathe or any of its related companies that appear on this site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by CodeLathe.

Copyright : All content and compilation of content included on our websites, such as text, graphics, logos, button icons, images, audio clips, digital downloads and software, is the property of CodeLathe and is protected by United States and international copyright laws.

Assignment Provisions : We may assign this Agreement and all rights and/or obligations hereunder to any third party without notice for any purpose, including, without limitation, collection of unpaid amounts, or in the event of an acquisition, corporate reorganization, merger or sale of substantially all of the party’s assets to another entity. You hereby consent to such assignment. In this regard, we may assign the rights and obligations under this Agreement in connection with a sale of all or a substantial part of its business to which such rights and obligations pertain. You must continue making all required payments to us in accordance with your billing statement, unless notified otherwise.

Miscellaneous : If, for any reason, any provision of this TOS is held invalid, such invalidity shall not affect the remainder of this TOS, and this TOS shall continue in force and effect to the full extent allowed by law. This TOS shall be construed and controlled by the laws of the State of Texas, USA. Any dispute concerning or breach of the terms of this Agreement will be governed by the laws of the State of Texas and hereby submit to personal jurisdiction and binding arbitration in Austin, Texas as the dispute resolution type and forum for all disputes or controversies arising under this TOS and Your use of Tonido. If you have any questions or concerns about this Terms of Use or any issues raised in the TOS or on the sites, please contact us at: support@filecloud.com  

Date of Last Revision: March 24, 2019

FileCloud Privacy Policy

This Privacy Policy discloses the privacy practices for the FileCloud Product, the http://www.filecloud.com website, and the http://filecloud.com_migration website and various related services (together referred to as the “site“). CodeLathe, the provider of the site (referred to as “CodeLathe” or “us ” or “we“), is committed to protecting your privacy.

Please read the information below to learn the following regarding your use of this site. You acknowledge that this Privacy Policy is part of our Site Terms of Use, and by accessing or using our site, you agree to be bound by all of its terms and conditions. If you do not agree to these terms, please do not access or use this site. We reserve the right to change this Privacy Policy at any time.


1. WHAT IS CODELATHE AND WHAT PRODUCTS DOES IT OFFER?

CodeLathe makes Computer Software(FileCloud – Enterprise File Share and Sync Software)

2. WHAT INFORMATION DOES CODELATHE COLLECT?

CodeLathe may gather and process the following information when you use different CodeLathe products or services:
When using FileCloud:
(a) In order to provide You with better CodeLathe products and services, FileCloud will periodically contact CodeLathe to report the running FileCloud version, operating system and environment statistics when checking for new software updates.
(b) In order to provide a monthly user count report (Service Provider Licenses) and enforce the usage of legal licenses, FileCloud will periodically report the number of licensed users and the IP address of the FileCloud server to CodeLathe.
(c) In order to continuously improve the product and fix issues, FileCloud mobile apps report anonymous usage statistics including anonymous crash events, device and operating system versions and anonymous and aggregate usage of features.

When using CodeLathe’s Websites:
(a) Banking and payment information (credit card information, account numbers), if you purchase FileCloud or other future software products
(b) Survey results, feedback information about your usage of the CodeLathe software
(c) Information required for troubleshooting technical issues related to using CodeLathe’s FileCloud software, via emails, discussion forums and other avenues
(d) Aggregated and anonymous user statistics. CodeLathe web pages may include analytics software to track your visits to the page (but which do not retain any personally identifiable information) so we can measure the effectiveness of content on our websites.

3. HOW DOES CODELATHE USE THIS INFORMATION AND FOR WHAT PURPOSE?

The information collected by CodeLathe via our website and other medium is used to:
(a) Process or deliver orders made via our websites, invoice you or notify you of the status of your order;
(b) Provide you with customer support and to help troubleshoot problems;
(c) Inform you about FileCloud software updates and issues;
(d) Request feedback or participation in on-line surveys;
(e) Resolve disputes;
(f) Verify your identity;
(g) Customize and improve CodeLathe software, our products and website content and layout;
(h) Organize and carry out CodeLathe’s marketing or promotional operations/offers, contests, games and similar events;
(i) Protect your and CodeLathe’s interests, in particular to enforce our Terms of Service; or
(j) Provide other services for you (as described when we collect the information).

4. TO WHOM DOES CODELATHE TRANSFER YOUR PERSONAL INFORMATION?

Except as mentioned below, CodeLathe shall not sell, rent, trade or otherwise transfer any personal and/or traffic data or communications content to any third party without your explicit permission, unless it is obliged to do so under applicable laws or by order of the competent authorities.

CodeLathe may disclose personal information to response to legal requirements, or to protect CodeLathe’s interests, to enforce our policies or to protect anyone’s rights, property, or safety.

5. LINKED WEBSITES AND THIRD PARTY APPLICATIONS

CodeLathe websites may contain links that will let you leave CodeLathe’s website and access another website. Linked websites are not under the control of CodeLathe and it is possible that these websites have a different privacy policy. This privacy policy applies solely to personal information that is acquired on the websites or through your use of the CodeLathe software, CodeLathe products and/or your relationship with CodeLathe, so CodeLathe urges you to be careful when you enter any personal information online. CodeLathe accepts no responsibility or liability for these other websites.

6. HOW DOES CODELATHE PROTECT YOUR PERSONAL INFORMATION?

CodeLathe shall take appropriate organizational and technical measures to protect the personal data provided to it or collected by it with due observance of the applicable obligations and exceptions under the relevant legislation. Your customer profile and traffic data can only be accessed by authorized employees or consultants of CodeLathe that need to have access to this data in order to be able to fulfill their given duties.

7. CONTACTING YOU

CodeLathe may as an opt-in feature, from time to time ask you to provide feedback on your experiences which will be used to measure and improve quality. You are at no time under any obligation to provide any of such data. Any and all information which is voluntarily submitted in feedback forms on the website or any survey that you accept to take part in is used for the purposes of reviewing this feedback and improving the CodeLathe software products and websites.

8. CAN THIS PRIVACY POLICY BE MODIFIED?

CodeLathe reserves the right to modify the provisions of this Privacy Policy if deemed necessary. We will inform you of these changes by publishing the revised Privacy Statement at http://www.filecloud.com/privacy. Such changes, modifications, additions or deletions to the Privacy Policy shall be effective immediately upon notice thereof, which may be given by means including, but not limited to issuing an email/posting in the forums and posting the revised Policy on this page. You acknowledge and agree that it is your responsibility to review this site and this Privacy Policy periodically and to be aware of any modifications.

Your continued use of the site after such modifications will constitute your:
(a) acknowledgment of the modified Policy; and
(b) agreement to abide and be bound by the modified Privacy Policy.

9. WHAT RIGHTS DO YOU HAVE AND HOW CAN YOU CONTACT CODELATHE?

You have the right to access your personal information and the right to be forgotten. Please send your requests to support@filecloud.com. We will respond to your requests to view or delete your personal information within a reasonable period of time and upon verification of your identity. CodeLathe will use its best endeavors to accommodate requests to delete personal information unless it is required to be retained by law or for lawful business purposes.

10. HOW LONG IS YOUR PERSONAL DATA KEPT BY CODELATHE?

CodeLathe will retain your information for as long as is necessary to: (1) fulfill any of the purposes as defined in article 3 of this Privacy Statement or (2) comply with applicable legislation, regulatory requests and relevant orders from competent courts.

11. IS THERE A MINIMUM AGE REQUIREMENT TO USE FileCloud AND OTHER CODELATHE PRODUCTS?

You must be at least 18 years old to have our permission to use this site. Our policy is that we do not knowingly collect, use or disclose information about visitors that are under 18 years of age.

12. ARE THERE MISCELLANEOUS PRIVACY ISSUES THAT I SHOULD BE AWARE OF?

You should also be aware that when information is voluntarily disclosed (i.e. your name, email address, etc.) in the discussion forums or other public areas on this site, that information, along with any information disclosed in your communication, can be collected and used by third parties and may result in unsolicited messages from third parties. Such activities are beyond our control and this Privacy Policy does not apply to such information. Any submissions to chat rooms or other public areas such as the discussion forums on this site are accepted with the understanding that they are accessible to all third parties. If you do not want your comments to be viewed by third parties, you are advised not to make any submissions. Ultimately, you are solely responsible for maintaining the secrecy of your password and/or account information. Please be careful and responsible whenever you’re online. When you use our site we may store cookies on your computer in order to facilitate and customize your use of our site. A cookie is a small data text file, which a Web site stores on your computer’s hard drive (if your Web browser permits) that can later be retrieved to identify you to us. Our cookies store authentication information for secure areas of our website and other information necessary for the functioning of the site. The cookies make your use of the site easier, make the site run more smoothly and help us to maintain a secure site. You are always free to decline our cookies if your browser permits, but some parts of our site may not work properly in that case.

13. WHAT IF I HAVE FURTHER QUESTIONS?

If you have any further questions about this Privacy Policy, the practices of this site, or your dealings with this site, please contact us by sending an email to support@filecloud.com.

Date of Last Revision: March 26, 2018

Worldwide

FileCloud
13785 Research Blvd, Suite 125
Austin TX 78750, USA

Phone: +1 (888) 571-6480
Fax: +1 (866) 824-9584

EMEA

(+49) 8846 7929 724
(+33) 977 215 403