Terms of Service

June 21, 2019

1.             AGREEMENT. This Terms of Service Agreement (“Agreement”) is a contract between the business entity you represent (“you” or “your”) and SingleFile Technologies Inc. ("SingleFile", "we", "our", or "us"), and describes the terms and conditions governing your access to and use ofSingleFile which provides software as a service through a website port allocated at singlefile.io, including but not limited to your use of the content, applications, documents, and information (the “Site”). By accessing or using the Site, you agree to the terms and conditions of this Agreement.If you do not agree to the terms and conditions of this Agreement, then you may not use the Site. All one-time and recurring services provided by SingleFile (“Services”) and any of its sub-providers (collectively the “Third Party Providers”) purchased by you shall be governed by the terms provided herein.

2.             YOUR RIGHTS TO ACCESS AND USE THE SERVICES; RESTRICTIONS

a.             All right, title, and interest in and to the Site are owned by SingleFile and/or its licensors,

b.             You are not granted any rights of ownership in the Site. You are only granted a license to access and use the Site and only for the purposes authorized by SingleFile. SingleFile reserves all other rights in the Site. Until termination oft his Agreement and as long as you meet any payment obligations set forth in this Agreement and comply with this Agreement, SingleFile grants to you a personal, limited, nonexclusive, nontransferable right and license to access and use the Site solely for your internal business purposes. 

c.              You agree and warrant to SingleFile that you will not use the Site in a manner that violates any applicable law, rule, or regulation, or this Agreement. Additionally, you agree that:

●     You will not interfere with or disrupt the integrity or performance of the Site or the data contained therein;

●     You will not send, store or use any material containing any viruses, worms, Trojan horses or other malicious or harmful computer code, files, scripts, agents or programs in connection with the Site;

●     If you are entering this agreement on behalf of a third party, including any client or customer of your business, you have full power and authority to bind your client or customer to this Agreement;

●     All information you submit is accurate and truthful;

●     You will not violate any rights of SingleFile, including intellectual property rights such as copyright or trademark rights;

●     You will provide at your cost all equipment, software, and internet access necessary to use the Services. This Agreement is void where prohibited by law, and the right to access the Services is revoked in such jurisdictions; and

●     The information provided on theSite is not legal advice is not guaranteed to be correct, complete or up-to-date.

SingleFile may, at its sole discretion, change the terms of this Agreement from time to time. If changes  occur, the updated Agreement will be posted on the site. It is your responsibility to check the Agreement periodically for changes. Updated versions of the Agreement will never apply retroactively and the Agreement will give the exact date any updated terms go into effect. Your continued use of the Services following the posting of any changes to the Agreement means you accept those new terms. Therefore, you should review the Agreement prior to each use. In addition, some services offered through the Service may be subject to additional terms and conditions adopted by SingleFile. Your use of those services means you agree to be subject to those additional terms and conditions, including the SingleFile PrivacyPolicy, which are incorporated into these Terms of Use by this reference.

SingleFile may, at its sole discretion, change the terms of this Agreement from time to time. If changes  occur, the updated Agreement will be posted on the site. It is your responsibility to check the Agreement periodically for changes. Updated versions of the Agreement will never apply retroactively and the Agreement will give the exact date any updated terms go into effect. Your continued use of the Services following the posting of any changes to the Agreement means you accept those new terms. Therefore, you should review the Agreement prior to each use. In addition, some services offered through the Service may be subject to additional terms and conditions adopted by SingleFile. Your use of those services means you agree to be subject to those additional terms and conditions, including the SingleFile PrivacyPolicy, which are incorporated into these Terms of Use by this reference.

THIS AGREEMENT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OFA DISPUTE.

THIS AGREEMENT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OFA DISPUTE.

3.             YOUR ACCOUNT

In order to use certain features of the Services, you must register for an account (“Account”) and provide certain information about yourself as prompted by the account registration process. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information. Failure to do so shall constitute a breach of the terms, which may result in immediate termination of your Account.

You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You shall never use another user’s Account without the other user’s express permission. You agree to immediately notify SingleFile at support@singlefile.io of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. SingleFile will not be liable for any loss or damage arising from your failure to comply with the above requirements.  You agree that you are responsible for anything that happens through your account.

You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You shall never use another user’s Account without the other user’s express permission. You agree to immediately notify SingleFile at support@singlefile.io of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. SingleFile will not be liable for any loss or damage arising from your failure to comply with the above requirements.  You agree that you are responsible for anything that happens through your account.

4.             YOUR CONTENT 

a.             You are solely responsible for all information and materials uploaded, posted, or stored by you through your use of the Site ("Content"). You may only upload, post, or store Content if you own all the rights to that Content, or if the rights holder has provided authorization to you to do so.

b.             You do not transfer ownership ofContent by uploading, posting, or storing it through your use of the Site. However, by doing so, you grant us, our agents, licensees, and assigns a non-exclusive right and permission to reproduce, encode, store, copy, transmit, publish, display, modify, create derivative works of, and otherwise use the Content as necessary to provide the Site. You represent and warrant that you have all necessary right and power to grant the foregoing right and permission to us.

c.              You agree not to use, or permit any third party to use, the Site to upload, post, or store any Content that would impersonate another person or entity, falsely represent your identity, or that constitutes a breach of any individual's privacy.

d.             SingleFile may, but has no obligation to monitor Content on the Site. We may disclose to third parties any information necessary to satisfy our legal obligations, protect SingleFile, its licensors, or its customers, or operate the Site properly. SingleFile, in its sole discretion, may refuse to accept the uploading, posting or storage of any Content, in whole or in part, which it deems, in its sole discretion, to be unacceptable, undesirable, inappropriate, or in violation of this Agreement. You agree that SingleFile has no responsibility or liability for the deletion or failure to store any messages, other communications, or other content maintained or transmitted by the Service. You acknowledge that SingleFile reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

5.             TELECOMMUNICATIONS/INTERNET SERVICES

a.             Use of the Site requires Internet and telecommunications access. You agree that you are solely responsible for these requirements, including any applicable changes, updates and fees as well as the terms of your agreement with your internet/telecommunications provider.

b.             SINGLEFILE MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO: (1) THE AVAILABILITY OF TELECOMMUNICATION OR INTERNET SERVICES FROM YOUR PROVIDER AND ACCESS TO THE SERVICES AT ANY TIME OR FROM ANY LOCATION; (2) ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION OR INTERNET SERVICES; AND (c)ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH THE SITE.

6.             PRIVACY POLICY. You can view SingleFile's Privacy Policy, the terms of which are incorporated by this reference, at link to singlefile.io/privacy-policy. You agree that SingleFile may use and maintain your data according to the terms of the SingleFile Privacy Policy.

7.             DISCLAIMER OF WARRANTIES

EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT: (a) THE SITE IS PROVIDED "AS IS" AND YOUR USE OF THE SITE ISAT YOUR OWN RISK; (b) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SINGLEFILE AND ITS LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, TITLE,MERCHANTABILITY, AND NON-INFRINGEMENT; AND (c) SINGLEFILE AND ITS LICENSORS DO NOT WARRANT THAT THE SITE WILL BE COMPLETELY SECURE, FREE FROM BUGS, VIRUSES,INTERRUPTION, OR ERRORS. FURTHER, IF WE MAKE A TYPOGRAPHICAL ERROR IN OUR ENTITY FILINGS FOR YOU, WE WILL MAKE THE CORRECTION FREE OF CHARGE.

SingleFile specifically disclaims any warranty. Under no circumstances is SingleFile liable or responsible for any damage or inconvenience caused or alleged to be caused by the use of our services. SingleFile does not assume any legal, financial, or other liability or responsibility for the accuracy, completeness or usefulness of any official documents prepared and or filed by you directly with any state. SingleFile will not be held liable for any fees or corrections needed in connection with you filing your own documents improperly.

SingleFile specifically disclaims any warranty. Under no circumstances is SingleFile liable or responsible for any damage or inconvenience caused or alleged to be caused by the use of our services. SingleFile does not assume any legal, financial, or other liability or responsibility for the accuracy, completeness or usefulness of any official documents prepared and or filed by you directly with any state. SingleFile will not be held liable for any fees or corrections needed in connection with you filing your own documents improperly.

8.             LIMITATION OF LIABILITY

EXCEPT AS OTHERWISE SET FORTH INTHIS AGREEMENT: (a) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,SINGLEFILE AND ITS LICENSORS DISCLAIMS ALL LIABILITY TO YOU AND ANY THIRD PARTIES IN CONNECTION WITH YOUR USE OF THE SITE OR THIS AGREEMENT;AND (b) SUBJECT TO APPLICABLE LAW, SINGLEFILE AND ITS LICENSORS WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, RELIANCE, OR PUNITIVE LOSSES OR DAMAGES IN CONNECTION WITH YOUR USE OF THE SITE, THE SERVICES OR THIS AGREEMENT. THE ABOVE LIMITATIONS APPLY EVEN IF SINGLEFILE AND/OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.             INDEMNIFICATION

You agree to indemnify and hold SingleFile and its Licensors harmless from any and all claims, liability and expenses, including reasonable attorneys' fees and costs, arising out of your use of the Site, Content, or your breach of this Agreement (collectively referred to as "Claims"). SingleFile reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any third-party Claims.You agree to reasonably cooperate as requested by SingleFile in the defense of any third-party Claims.

10.          CHANGES 

We reserve the right to revise the terms of this Agreement at any time, and the changes will be effective when posted through the Site, on the Site, or when we notify you as permitted hereunder. We may also change or discontinue the Site, in whole or in part, at any time in our sole discretion. Your continued use of the Site after any changes indicates your agreement to the changes.

11.          TERMINATION

You agree that SingleFile may in its discretion terminate or suspend your use of and access to all or part of theSite immediately and without notice at any time and for any reason. You agree that SingleFile shall not be liable to you or to any third party for any termination or suspension of all or part of the Site.

Your right to use to use theServices is subject to any limits established by SingleFile or by your credit card issuer. If payment cannot be charged to your credit card or your charge is returned for any reason, including charge back, SingleFile reserves the right, in its sole and absolute discretion, to suspend or terminate your access to theServices and the Account, thereby terminating this Agreement and all obligations of SingleFile hereunder.

If you wish to reactivate yourAccount after such suspension or termination, there will be no setup or reactivation fees; provided, however, Accounts terminated for non-payment will be reactivated only on receipt of the full amount past due and a written request to reinstate the Account.

12.          GENERAL

a.             Third Party Links and Websites. The Site may include links to third-party websites. SingleFile has no control over, is not responsible for, and does not endorse any such websites, and SingleFile will have no liability for any damages or losses you incur by accessing or using such third-party websites.

b.             Partial Invalidity. In the event any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be contrary to the law, the remaining provisions of this Agreement will remain in full force and effect.

c.              Independent Contractors. The Parties are independent contracting parties. Neither Party has, or will hold itself out as having, any right or authority to incur any obligation on behalf of the other Party. The Parties’ relationship in connection with this Agreement will not be construed as a joint venture, partnership, franchise, employment, or agency relationship, or as imposing any liability upon either Party that otherwise might result from such a relationship.

d.             Non-Waiver. Except as otherwise specifically provided herein, any failure or delay by SingleFile to exercise or partially exercise any right, power, or privilege under the Agreement shall not be deemed a waiver of any such right, power, or privilege under the Agreement.

e.             Consent to Electronic Notice; Notices. You consent to the use of electronic means to deliver any notices pursuant to this Agreement. Notices will be given by SingleFile via email or a reasonably prominent posting made on or through the Site. Notices by you to SingleFile should be sent via email to legal@singlefile.io. 

f.              Authority. Each Party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such Party and enforceable in accordance with its terms.

g.             Governing Law. This Agreement shall be governed by the laws of the State of Washington, without reference to conflicts of law principles. The parties hereby consent to the exclusive jurisdiction of the federal and state courts in King County, Washington, for purposes of any legal action arising out of or related to this Agreement.

h.             Entire Agreement. This Agreement, including all other agreements incorporated herein, constitutes the entire agreement between the parties with regard to the subject matter of this Agreement and supersedes all previous communications, whether oral or written, between the parties with respect to such subject matter.