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. 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”
2. 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.

3. 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:

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;
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
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:

use the FileCloud Online Services in any manner or for any purpose other than as expressly permitted by these Terms
sell, rent, resell, lease, or sublicense the FileCloud Online Services to any third party;
modify, tamper with or otherwise create derivative works of the FileCloud Online Services;
reverse engineer, disassemble, decompile or attempt to derive source code from the FileCloud Online Services;
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;
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;
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;
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;
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. 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.

4. 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.

5. 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.

6. 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.

7. 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 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.

8. 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.

9. No 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.

10. 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.

11. 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.

12. 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.

13. 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.

Aug 7th, 2017