FILECLOUD TERMS OF SERVICE

FileCloud, including its applications, software and services, and the getfilecloud.com, Tonido.com, (collectively referred to as “TONIDO”) are owned, published and operated by CodeLathe, LLC (“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 Tonido 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”). This license doesn’t apply to embedded hardware devices such as NAS drives, Smart Routers and setup boxes which are not Tonido branded devices.

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.codelathe.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.

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 site. If you want to do mulittenancy or multiple sites, you still need multiple licenses for each site. Running a single FileCloud license for multiple sites 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 CodeLathe'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 FileCloudor 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 Tonido, 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) intercept or monitor, damage or modify any communication which is not intended for You; (b) 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) send any unsolicited commercial communication not permitted by applicable law; (d) expose any third party to material which is offensive, harmful to minors, indecent or otherwise objectionable in any way; (e) 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) 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 : Although CodeLathe will endeavor to make timely fixes to flaws in the FileCloud, CodeLathe is not responsible for any problems arising out of Your use of FileCloud. EXCLUSION OF WARRANTIES NOTHING IN THESE TERMS, SHALL EXCLUDE OR LIMIT CODELATHE’S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. 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 PARTICULAR, CODELATHE, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF FileCloud WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF FileCloud WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, (C) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF TONIDO WILL BE ACCURATE OR RELIABLE, AND (D) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF FileCloud WILL BE CORRECTED. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF FileCloud IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA AND VIOLATION OF LAW THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CODELATHE OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS. CODELATHE FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS OR IMPLIED WARRANTIES OF: 1) MERCHANTABILITY; 2) FITNESS FOR A PARTICULAR PURPOSE; 3) EFFORT TO ACHIEVE PURPOSE; 4) QUALITY; 5) ACCURACY; 6) NON-INFRINGEMENT; 7) QUIET ENJOYMENT; AND 8) TITLE. YOU AGREE THAT ANY EFFORT BY CODELATHE TO MODIFY TONIDO SHALL NOT BE DEEMED A WAIVER OF THESE LIMITATIONS, AND THAT ANY CODELATH WARRANTIES SHALL NOT BE DEEMED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. Limitation of Liability: IN NO EVENT SHALL CODELATHE OR THE CODELATHE STAFF BE LIABLE, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER FORM OF LIABILITY, FOR: (a) ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF OR CORRUPTION TO DATA, INTERRUPTION, COMPUTER FAILURE OR PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE FileCloud; (b)ANY LOSS OF INCOME, BUSINESS OR PROFITS (WHETHER DIRECT OR INDIRECT) ARISING OUT OF THE USE OR INABILITY TO USE FileCloud; OR (c) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU AS A RESULT OF; (1) ANY DISRUPTIONS OR DELAYS IN ANY COMMUNICATION WHEN USING TONIDO; (2) THE SUSPENSION OR TERMINATION OF THIS AGREEMENT BY YOU OR BY CODELATHE FOR ANY REASON; (3) THE RELEASE OR THE DECISION NOT TO RELEASE NEW VERSIONS OF FileCloud TO YOU; OR (4) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF TONIDO. THE LIMITATIONS ON CODELATHE’S LIABILITY TO YOU SHALL APPLY WHETHER OR NOT CODELATHE HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

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, immoral 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 issuing an 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. 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 Tonido software, send an email containing Your name, address, phone number and email address to support@codelathe.com, stating Your intentions to distribute the Tonido Software and defining the applicable media. Tonido 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 Tonido, regardless of commercial gain, including but not limited to any selling of related services or attempt to charge for the Tonido. You will acknowledge that the provisions of the Agreement must be agreed to by all end users who install the Tonido software as part of your distribution. Further, You will not make any indications about Tonido’s intellectual property rights illegible or otherwise attempt to impair CodeLathe’s IP rights. In case you are distributing Tonido via your website, You are recommended to monitor the Tonido website (www.Tonido.com/cloud) in order to ensure that You are distributing the latest stable version of the Tonido 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 Tonido software originates from CodeLathe by providing a link to Tonido’s website (www.Tonido.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 Tonido 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 Tonido. 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 Tonido’s community features such as Forums, Blogs, Email functions, etc. You may not submit or publish through Tonido 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 Tonido 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 Tonido 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. 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 Tonido or CodeLathe will not be treated as confidential and Tonido or CodeLathe shall not be liable for any disclosure of the submissions.

Notification of Copyright Infringement : Tonido 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 LLC. Tonido’s trademarks may not be used in connection with any product or service that is not Tonido’s, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Tonido. All other trademarks not owned by Tonido 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 Tonido.

Copyright : All content and compilation of content included on Site, 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.

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