FILECLOUD TERMS OF SERVICE

FileCloud, including its applications, software and services, and the getfilecloud.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.getfilecloud.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. 

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). For multi-tenant installations or to run FileCloud on multiple domains, you will need separate licenses for each domain. 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. Within thirty business days after 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. 

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@codelathe.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. You also 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.getfilecloud.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.getfilecloud.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@codelathe.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@codelathe.com   

Date of Last Revision: November 3, 2016