Filedart is a software application developed, owned, and licensed by Grio. The Filedart.com website is a website owned, maintained, and operated by Grio. Please read these terms of service (these "Terms") carefully as they form a contract between you and Grio ("Grio," "we," "us," or "our") that governs your access and use of: (i) the Filedart software plug-ins, tools and applications provided or made available by Grio (the “Filedart App” or "Software") for sharing files, materials, data, text, audio, video, images or other content (collectively, "Content"); (ii) the Filedart website; and, (iii) any written or electronic use or features guides or other documentation provided or made available by Grio (the "User Guides") (collectively the "Service(s)").
By using any of the Services YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE And you agree to be bound by these Terms. If you are using the Services on behalf of an organization, you are agreeing to these Terms for that organization and promising to Grio that you have the authority to bind that organization to these Terms (in which event, "you" and "your" will refer to that organization). You may use the Services only in compliance with these Terms and only if you have the power to form a contract with Grio and are not barred under any applicable laws from doing so.
You may not use the Services if you are under the age of 13.
IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MUST NOT USE THE SERVICES.
Please note that Grio does not provide warranties for the Services. This contract also limits our liability to you. See Sections 12 and 14 for details.
1. CHANGES TO THESE TERMS
2. Consent to Access and Modification
You acknowledge and agree that by utilizing the Services, you consent to (i) the access to any computer or device to which you have downloaded and installed the Filedart software application, and (ii) the transmission of your Content by Grio. Accordingly, you hereby grant to Grio a license to (i) use, copy, modify, transmit, distribute, store and cache any Content that you choose to send and/or share, whether that user file resides on your computer or device or Grio’s servers, and (ii) copy, transmit, publish, and distribute to others the user files as you designate through the Service, in each case solely to provide the Service to you.
You are solely responsible for maintaining and protecting all data and information that is stored, retrieved or otherwise processed by the Services. Without limiting the foregoing, you will be responsible for all costs and expenses that you or others may incur with respect to backing up, and restoring and/or recreating any data and information that is lost or corrupted as a result of your use of the Services.
Except for material that we license to you, we do not claim ownership of any Content that is transmitted by you or temporarily stored on our server after being transmitted by you. We don't control, verify, or endorse the Content that you and others make available via the Service.
Filedart is designed to allow you to share your Content. If you use the Filedart feature that allows you to share the Content with others, anyone you've shared content with may have access to your Content.
You hereby grant Grio and its contractors the right, to use, modify, adapt, reproduce, distribute, display and disclose Content transmitted and temporarily stored via the Service solely to the extent necessary to provide the Service or as otherwise permitted by these Terms.
You represent and warrant that: (a) you have all the rights in the Content necessary for you to use the Service and to grant the rights in this Section; and, (b) the storage, use or transmission of the Content doesn't violate any law or these Terms.
You will: (a) be solely responsible for the nature of the Content; (b) ensure that the Content (including the storage or transmission thereof) complies with these Terms and any and all applicable laws, and regulations; (c) promptly handle and resolve any notices and claims relating to the Content, including any notices sent to you by any person claiming that any Content violates any person's rights, such as take-down notices pursuant to the Digital Millennium Copyright Act and any other notices; and (d) maintain appropriate security, protection and backup copies of the Content, which may include, your use of additional encryption technology to protect the Content from unauthorized access. Grio will have no liability of any kind as a result of the deletion of, correction of, destruction of, damage to, loss of or failure to store or encrypt any Content.
You must immediately notify Grio in writing of any unauthorized use of any (a) Content or (b) the Service that comes to your attention. In the event of any such unauthorized use by any third party that obtained access through you, you will take all steps necessary to terminate such unauthorized use. You will provide Grio with such cooperation and assistance related to any such unauthorized use as Grio may reasonably request.
4. CONTENT STORED IN THE UNITED STATES
The Service is provided from the United States. By using and accessing the Service, you understand and consent to the temporary storage and processing of the Content and related information in the United States.
5. SUSPENSION AND TERMINATION OF CUSTOMER'S USE OF THE SERVICE
We reserve the right, to suspend or terminate your access to the Service at any time in our 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 Service for: (a) the actual or suspected violation of these Terms; (b) the use of the Services in a manner that may cause Grio to have legal liability or disrupt others' use of the Services; (c) the suspicion or detection of any malicious code, virus or other harmful code by you or in your account; (d) scheduled downtime and recurring downtime; (e) use of excessive storage capacity or bandwidth; or (f) unplanned technical problems and outages. If, in Grio 's determination, the suspension might be indefinite and/or Grio has elected to terminate your access to the Service, Grio will use commercially reasonable efforts to notify you through the Service. You acknowledge that if your access to the Service is suspended or terminated, you may no longer have access to the Content that is transmitted via the Service.
In addition to other termination provisions, we at our discretion may terminate your access to the Service if: (a) you do not engage in any activity in your account within thirty (30) days after first use of the Service, or (b) you do not engage in any activity via the Filedart application for any period of one-hundred and twenty (120) consecutive days.
6. ACCEPTABLE USE
You must not use the Service to harm others or the Service. For example, you must not use the Service to harm, threaten, or harass another person, organization, or Grio and/or to build a similar service or website. You must not: damage, disable, overburden, or impair the Service (or any network connected to the Service); resell or redistribute the Service or any part of it; use any unauthorized means to modify, reroute, or gain access to the Service or attempt to carry out these activities; or use any automated process or Service (such as a bot, a spider, or periodic caching of information stored by Grio) to access or use the Service. In addition, you promise that you will not and will not encourage or assist any third party to:
(a) modify, alter, tamper with, repair or otherwise create derivative works of any Software;
(b) reverse engineer, disassemble or decompile the software used to provide or access the Service, including the Software, or attempt to discover or recreate the source code used to provide or access the Service, except and only to the extent that the applicable law expressly permits doing so;
(d) access or use the Service in a way intended to improperly exceed usage limits or quotas;
(e) use the Service to: (i) engage in any unlawful or fraudulent activity or perpetrate a hoax or engage in phishing schemes or forgery or other similar falsification or manipulation of data; (ii) send unsolicited or unauthorized junk mail, spam, chain letters, pyramid schemes or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) advertise or promote a commercial product or service that is not available through Filedart; (iv) store or transmit inappropriate Content, such as Content: (1) containing unlawful, defamatory, threatening, pornographic, abusive, libelous or otherwise objectionable material of any kind or nature, (2) containing any material that encourages conduct that could constitute a criminal offense, or (3) that violates the intellectual property rights or rights to the publicity or privacy of others; (v) store or transmit any Content that contains or is used to initiate a denial of service attack, software viruses or other harmful or deleterious computer code, files or programs such as Trojan horses, worms, time bombs, cancelbots, or spyware; or (vi) abuse, harass, stalk or otherwise violate the legal rights of a third party;
(f) interfere with or disrupt servers or networks used by Grio to provide the Service or used by other users' to access the Service, or violate any third party regulations, policies or procedures of such servers or networks or harass or interfere with another user's full use and enjoyment of any Software or the Service;
(g) access or attempt to access Grio 's other accounts, computer systems or networks not covered by these Terms, through password mining or any other means; or
(h) cause, in Grio 's sole discretion, inordinate burden on the Service or Grio 's system resources or capacity.
Grio will have the right to investigate and prosecute violations of any of the above, including without limitation, possible infringement of any intellectual property rights and possible security breaches to the fullest extent of the law. Grio may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms of Service. You acknowledge that, although Grio has no obligation to monitor your access to or use of the Services, it has the right to do so for the purposes of operating the Services, to ensure your compliance with these Terms of Service, or to comply with applicable law, or the order or other requirement of a court, administrative agency, or other governmental body.
Grio will make all judgments concerning the applicability of these guidelines in our sole and exclusive discretion. We reserve the right, in our sole discretion, to determine whether and what action to take in response to each incident, event, or occurrence, and any action or inaction in a particular instance will not dictate or limit our response to a future complaint. We will not assume or have any liability for any action or inaction with respect to any Content.
7. UPDATES TO THE SERVICE
Grio reserves the right, in its sole discretion, to make necessary unscheduled deployments of changes, updates or enhancements to the Service at any time. We may add or remove functionalities or features, and we may suspend or stop a Service altogether.
If you download and/or use Software from us, its use is governed in one of two ways: If you're presented with license terms that you must accept in order to use the Software, those terms apply; if no license is presented to you, these Terms apply. We reserve all other rights to the Software.
License Grant. Any Software is licensed, not sold. Subject to your compliance with the terms and conditions of these Terms of Service, Grio grants you a limited, non-exclusive, non-transferable license, without the right to sublicense, to download and install a copy of each Filedart App onto one or more mobile devices or computers that you own or control and run such copies of the Filedart App solely for your own personal use. Grio reserves all rights in each Filedart App not expressly granted to you in these Terms of Service.
Restrictions. Except as expressly specified in these Terms of Service, you may not: (i) copy, modify or distribute any Filedart App for any purpose; (ii) transfer, sublicense, lease, lend, rent or otherwise distribute any Filedart App to any third party; (iii) decompile, reverse-engineer, disassemble, or create derivative works of any Filedart App; (iv) make the functionality of any Filedart App available to multiple users through any means; or (v) use any Filedart App in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms of Service.
Updates and Upgrades; No Obligation. Grio is not obligated to maintain or support any Filedart App, or to provide you with updates, upgrades or services related thereto. You acknowledge that Grio may from time to time in its sole discretion automatically check your version of the Software and issue updates or upgrades to any Filedart App, and may automatically update or upgrade the version of any Filedart App that you are using on your mobile device or computer. You consent to such automatic updating or upgrading, and agree that the terms and conditions of these Terms of Service will apply to all such updates or upgrades.
Term and Termination. The license to each Filedart App granted under these Terms of Service remains in effect for a period of 75 years, unless earlier terminated by you or Grio in its unlimited discretion. You may terminate the license at any time by destroying all copies of the Filedart App in your possession or control. Without limiting any other terms of these Terms of Service, the license will automatically terminate without notice from Grio if you breach any terms of these Terms of Service. Upon any termination of these Terms of Service, you must cease all use of the Filedart App and promptly delete and destroy all copies, full or partial, of the Filedart App.
Proprietary Rights. The copy of each Filedart App is licensed, not sold, to you. You agree that Grio and its licensors own all right, title and interest in and to the Filedart App, including all intellectual property rights therein, and that Grio retains ownership of all copies of the Filedart Apps even after installation on your mobile device or computer. Each Filedart App is protected by United States copyright law and international treaties. You will not delete or in any manner alter the copyright, trademark, and other proprietary rights notices or markings appearing on the Filedart App as delivered to you.
U.S. Government End Users. Each Filedart App and related documentation are "commercial items" as that term is defined in FAR 2.101, consisting of "commercial computer software" and "commercial computer software documentation," respectively, as such terms are used in FAR 12.212 and DFARS 227.7202. If a Filedart App and related documentation are being acquired by or on behalf of the U.S. Government, then, as provided in FAR 12.212 and DFARS 227.7202-1 through 227.7202-4, as applicable, the U.S. Government's rights in the Filedart App and related documentation will be only those specified in these Terms of Service.
Export Control. You may not use, export, re-export, import, or transfer any Filedart App except as authorized by United States law, the laws of the jurisdiction in which you obtained the Filedart App, and any other applicable laws. In particular, but without limitation, the Filedart App may not be exported or re-exported: (a) into any United States embargoed countries; or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals, or the U.S. Department of Commerce's Denied Person's List or Entity List. Furthermore, by using the Filedart App you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
9. THIRD PARTY SERVICES AND CONTENT
All transactions using Grio's services are between the transacting parties only. The Services may contain features and functionalities linking you 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 we are not responsible for such content or services. We may also provide some content to you as part of the Services. However, Grio is not an agent of any transacting party, nor or we a direct party in any such transaction. Any such activities, and any terms associated with such activities, are solely between you and the applicable third-party. Similarly, we are not responsible for any third party content you access with the Services, and you irrevocably waive any claim against us with respect to such sites and third-party content. Grio shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You are solely responsible for your dealings with any third party related to the Services, including the delivery of and payment for goods and services. Should you have any problems resulting from your use of any third party services, or should you suffer data loss or other losses as a result of problems with any of your other service providers or any third-party services, we will not be responsible unless the problem was the direct result of our breaches.
10. GRIO PROPRIETARY RIGHTS
As between Grio and you, Grio or its licensors own and reserve all right, title and interest in and to the Service and all hardware, software and other items used to provide the Service, other than the rights explicitly granted to you to use the Service in accordance with these Terms. No title to or ownership of any proprietary rights related to the Service is transferred to you pursuant to these Terms. All rights not explicitly granted to you are reserved by Grio. In the event that you provide comments, suggestions and recommendations to Grio with respect to the Service (including, without limitation, with respect to modifications, enhancements, improvements and other changes to the Service) (collectively, "Feedback"), You hereby grant to Grio a world-wide, royalty free, irrevocable, perpetual license to use and otherwise incorporate any Feedback in connection with the Service.
As part of the Service, we may automatically upload information about your computer or device, your use of the Service, and Service performance. You further acknowledge and agree that we may access or disclose information about you, including the content of your communications, in order to: (a) comply with the law or respond to lawful requests or legal process; (b) protect the rights or property of Grio or our customers, including the enforcement of our agreements or policies governing your use of the Service; or (c) act on a good faith belief that such access or disclosure is necessary to protect the personal safety of Grio employees, customers, or the public.
We retain the right to block or otherwise prevent delivery of any type of file, email or other communication to or from the Service as part of our efforts to protect the Service, protect our customers, or stop you from breaching these Terms. The technology or other means we use may hinder or break your use of the Service.
12. NO WARRANTY
GRIO PROVIDES THE SERVICE "AS IS", "WITH ALL FAULTS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GRIO MAKES NO (AND SPECIFICALLY DISCLAIMS ALL) REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY THAT THE SERVICE 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. SOME JURISDICTIONS DO NOT ALLOW THE FOREGOING EXCLUSIONS. IN SUCH AN EVENT SUCH EXCLUSION WILL NOT APPLY SOLELY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
You will defend, indemnify, and hold harmless Grio, its officers, directors, affiliates, employees and agents, from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of, or in any way connected with, your access to or use of the Services, any Filedart Application, or your violation of these Terms of Service, including, without limitation, third party claims that Content submitted to or sent through the Services by you infringe or misappropriate the intellectual property rights, privacy rights, publicity rights, or moral rights of a third party.
14. LIMITATION OF LIABILITY
IN NO EVENT SHALL GRIO BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OR DAMAGES WHATSOEVER (EVEN IF GRIO HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER IN AN ACTION UNDER CONTRACT, NEGLIGENCE, OR ANY OTHER THEORY, IN ANY MANNER ARISING OUT OF OR IN CONNECTION WITH THE USE, INABILITY TO USE, PERFORMANCE OF, OR SERVICES PROVIDED ON OR THROUGH Filedart. GRIO ASSUMES NO RESPONSIBILITY AND SHALL NOT BE LIABLE FOR ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, BROWSING OF, OR DOWNLOADING OF ANY MATERIAL OR SOFTWARE FROM Filedart. GRIO ASSUMES NO RESPONSIBILITY OR LIABILITY IN ANY MANNER ARISING OUT OF OR IN CONNECTION WITH ANY INFORMATION, CONTENT, PRODUCTS, SERVICES, OR MATERIAL AVAILABLE ON OR THROUGH Filedart, AS WELL AS ANY THIRD PARTY WEBSITE MATERIAL LINKED TO THIS SITE, FOR ANY ERROR, DEFAMATION, LIBEL, SLANDER, OMISSION, FALSEHOOD, OBSCENITY, PORNOGRAPHY, PROFANITY, DANGER, INACCURACY CONTAINED THEREIN OR HARM TO PERSON OR PROPERTY CAUSED THEREBY. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN NO EVENT SHALL GRIO'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE, EXCEED (A) THE AMOUNT PAID BY YOU TO GRIO, IF ANY, OR (B) $100 (WHICHEVER IS LESS).
15. CONTRACTING PARTY; GOVERNING LAW; LOCATION FOR RESOLVING DISPUTES
We may send you, in electronic form, information about the Service, additional information, and information the law requires us to provide. Notices emailed to you will be deemed given and received when the email is sent. If you don't consent to receive notices electronically, you must stop using the Service. You may provide legal noticed to us via email to legalops@Grio.com, with a duplicate copy sent via registered mail, return receipt requested, to the following address: Grio, 215 Second Street, Third Floor, San Francisco, CA 94105, USA. Any such notice, in either case, must specifically reference that it is a notice given under these Terms.
17.1. Severability; Entire Agreement
These Terms apply to the maximum extent permitted by relevant law. If a court holds that we cannot enforce a part of these Terms as written, you and we will replace those terms with similar terms to the extent enforceable under the relevant law, but the rest of this Terms will remain in effect. This is the entire contract between you and us regarding the Service. It supersedes any prior contract or oral or written statements regarding your use of the Service.
17.2. Assignment and transfer
We may assign, transfer, or otherwise dispose our rights and obligations under this contract, in whole or in part, at any time without notice. You may not assign this contract or transfer any rights to use the Service.
Claims must be filed within one year. You must bring any claim related to these Terms or the Service within one year of the date you could first bring the claim, unless your local law requires a longer time to file claims. If it isn't filed in time, the claim is permanently barred.
The failure of either party to insist upon or enforce strict performance of any of the provisions of these Terms or to exercise any rights or remedies under these Terms will not be construed as a waiver or relinquishment to any extent of such party's right to assert or rely upon any such provision, right or remedy in that or any other instance; rather, the same will remain in full force and effect.
17.6. Government Use
If you are a U.S. government entity, you acknowledge that any Software and User Guides that are provided are "Commercial Items" as defined at 48 C.F.R. 2.101, and are being provided as commercial computer software subject to the restricted rights described in 48 C.F.R. 2.101 and 12.212.
17. COPYRIGHT COMPLAINTS AND REMOVAL POLICY
Grio does not tolerate content that appears to infringe any copyright or other intellectual property rights or otherwise violates these Terms and will respond to notices of alleged copyright infringement that comply with the law and are properly provided to us. We reserve the right to delete or disable Content alleged to violate these Terms and to terminate repeat infringers. Our designated agent for notice of alleged copyright infringement is:
Attn: DMCA Copyright Agent
215 Second Street, Third Floor
San Francisco, CA 94105
Federal law requires your DMCA Notice to include the following information:
18. INTELLECTUAL PROPERTY NOTICES
All contents of the Site and Services including but not limited to design, text, software, technical drawings, configurations, graphics, other files, and their selection and arrangement are: Copyright © 2013 Bitalign, Inc., and/or the proprietary property of its suppliers, affiliates, or licensors. All Rights Reserved.
Filedart and the Filedart logo are including without limitation, either trademarks, service marks or registered trademarks of Bitalign, Inc., and may not be copied, imitated, or used, in whole or in part, without Bitalign Inc.'s prior written permission or that of our suppliers or licensors. Other product and company names may be trade or service marks of their respective owners.
Bitalign, Inc. dba Grio may have patents, patent applications, trademarks, copyrights, or other intellectual property rights covering subject matter that is part of the Service. Unless we have granted you licenses to our intellectual property in these Terms, our providing you with the Service does not give you any license to our intellectual property. Any rights not expressly granted herein are reserved.