Terms of Service

November 1, 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 of SingleFile 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 of this 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, and you will not permit any third party to, use the Site in a manner that violates any applicable law, rule, or regulation, or this Agreement.Additionally, you agree that:

●       Will not reproduce, modify, distribute, transfer, disclose, or make available to any third party any portion of the Site in any form;

●       Will not reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Site;

●       Will not modify or create derivative works of the Site;

●       Will not perform or publish any performance or benchmark tests or analyses relating to the Site or the use thereof;

●       Will not access or permit others to access the Site to build a competitive product or service, or perform or publish any performance, or benchmark test or analysis relating to the Site;

●       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

●       You acknowledge that the information provided on the Site 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 Privacy Policy, 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 OF A 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.

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 of Content 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, inits 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 singlefile.io/privacy-policy.You agree that SingleFile may use and maintain your data according to the terms of the SingleFile Privacy Policy.

7.                  REGISTERED AGENT SERVICES

You acknowledge and agree that we do or may work with Third Party Providers of our choice to provide some or all of the Services. You acknowledge and agree that any such Third Party Providers may provide Services to you.  

You authorize your registered agent to receive service of process, including any notices of legal proceedings, other legal notices, or official government communication (collectively, the “Mail”), on your behalf. If available in your area or under your subscription, you further authorize your registered agent to scan and upload the Mail received on your behalf into your Account, accessible on the Site. You may direct, and thus authorize, your registered agent to perform the following actions in respect of your Mail:

a.                  forward to an address you specify;

b.                  forward to another Account you specify;

c.                  shred or recycle the envelope and its contents;

d.                  unsubscribe or opt in to mailing lists;

e.                  perform any other actions that your registered agent may offer; or

f.                   respond that this is not a mailing address.

Where scanning and uploading of Mail is available, you agree that this will be the default method of handling Mail and that you will receive Mail in a PDF or other generally accepted electronic document format via the SingleFile platform unless the Mail includes instructions to be forwarded physically. If you request us to forward you Mail, we will do so in accordance with Section 8 (Mail) and will charge you a handling fee for time and postage. Mail that is not forwarded is held in a secure storage facility for six (6) months before it is commercially shredded.

Unless otherwise specified in this Agreement, Services are limited to the receipt and forwarding of items covered by the respective statute, rule, regulation or contract, and do not include the provision of a business or mailing address independent of such statute, rule, regulation or contract. Your registered agent has no obligation to forward any items received pursuant to any unauthorized use of your registered agent’s address (the “Registered Address”) and neither SingleFile nor any Third Party Provider assumes liability to you or any other party for loss of such items. You assume all liability for such losses regardless of whether you had approved or initiated the unauthorized use. SingleFile may seek reimbursement from you for any and all costs incurred in connection with the unauthorized use of the Registered Address. Unless otherwise specified, the primary business address you provide on any filed document should reflect the primary business address from which your company operates.

You agree not to represent or misleadingly suggest, whether orally, in writing, photographically, or otherwise, that the Registered Address is your place of business, your location of operations or business records, or is a physical address at which third parties can find you. You may not list the Registered Address in your company’s public media, including business cards, brochures, websites, or emails.

8.                  MAIL

You give SingleFile, Third Party Providers, and their respective local offices the authority to open your mail received and forward on to the address you have designated. SingleFile cannot be held liable for failure to get lawsuits and official mail delivered to you.

You acknowledge that your registered agent delivers mail into the postal system and does not warrant that mail will be delivered in a timely and accurate manner. You agree that if mail is misdelivered, neither SingleFile nor any Third Party Provider is liable to the intended recipient. Your registered agent will use commercially reasonable efforts to notify the intended recipient and the unintended recipient upon discovery of the error and seek immediate retrieval of the item from the unintended recipient.

You may be asked to sign for or otherwise acknowledge receipt of Mail sent to you by your registered agent. If you refuse or fail to accept Mail forwarded to you from your registered agent pursuant to this Agreement, you will bear any costs of return shipping and re-induction of the Mail.

9.                  RESPONSIBILITY TO PROVIDE ACCURATE AND UPDATED INFORMATION

You will provide SingleFile with correct and true information which may include, but is not limited to: names, telephone numbers, email addresses and physical addresses of each entity’s directors, officers, limited liability company managers, managing members, partners, trustees or persons serving in a similar capacity (or a representative who is a natural person of the foregoing if applicable).

 It is your responsibility to update your contact information, persons authorized to receive SingleFile notifications, reports, processes and legal matters.  In addition, you must notify us about changes in business status (such as dissolved or inactive) within 30 days of the change. Failure to do so may result in the termination of your services. You acknowledge that neither SingleFile nor any Third Party Provider is liable to you for damages resulting from your failure to update or provide accurate information.

It is your responsibility to update your contact information, persons authorized to receive SingleFile notifications, reports, processes and legal matters.  In addition, you must notify us about changes in business status (such as dissolved or inactive) within 30 days of the change. Failure to do so may result in the termination of your services. You acknowledge that neither SingleFile nor any Third Party Provider is liable to you for damages resulting from your failure to update or provide accurate information.

10.              AUTHORIZED OFFICER OR REPRESENTATIVE

You agree that upon placing an order with SingleFile to act as your registered agent, you, on behalf of your entity, appoint SingleFile as an authorized representative and/or signer under the laws of your entity’s state of formation, and grant SingleFile a limited power of attorney, solely for the purposes of appointing or changing your registered agent to SingleFile or back to you should you so request it.

If you no longer wish to use our Services in any jurisdiction, you must appoint another registered agent in such jurisdiction and pay all fees related to changing your agent (including appointment and/or registration fees). You must notify SingleFile that you have changed registered agents by the next billing date, either by phone or email, and provide us with satisfactory written proof that you have appointed a new registered agent. If, however, you are discontinuing your business operations(voluntarily or otherwise) and no longer require a registered agent, you must notify us and provide proof of the dissolution, cancellation, withdrawal or termination of your entity.  If you notify us and provide sufficient proof prior to the next billing date, you will not incur any additional charges.  If you fail notify and provide sufficient proof in time, you will continue to incur charges from SingleFile for the next billing cycle.

Once your subscription for Services has been terminated, any mail that we continue to receive on your behalf will be either (i) marked “Return to Sender” if it is first class mail or (ii)destroyed if it is not. You agree that SingleFile has no obligation to forward or re-mail Mail to you except as expressly stated in this Agreement. You agree to indemnify and hold harmless SingleFile, all Third Party Providers and the affiliates of each from any claim to the contrary.

You acknowledge that you have sole responsibility for notifying senders (including all government agencies) of a change of your registered agent address.

In the event this Agreement is terminated (other than by reason of your breach), SingleFile will make available to you a file of your Content and relevant filing data upon written request within 60 days of termination. You agree that SingleFile has no obligation to retain the Content and may delete such Content more than 60 days after termination.

11.              REGISTERED AGENT SERVICES FEES AND REFUND SCHEDULE

Our fees and refund policy are set out in the SingleFile Services and Refund Schedule, which SingleFile may, at its sole discretion, change from time to time. Changes to this schedule will become effective when posted on the Site.

12.              BILLING AND PAYMENT

SingleFile will charge you the applicable state fees and any related fees associated with forming a business and filing documents with a state and for Service fees.  SingleFile may collect these fees directly or using a third-party payment service. By creating an Account and submitting your payment information to SingleFile, you authorize SingleFile or a third-party payment service to store your payment information and to charge the billing source you have provided for your account according to the Service you selected.  

SingleFile offers Services that are subject to a one-time fee. These Services include filing, requesting priority service with the state and other services that may be offered by SingleFile from time to time. These one-time service payments are not subject to the automatic renewal or recurring payment schedule referenced in this section and are payable at the time of your request.

SingleFile offers Services that are subject to a one-time fee. These Services include filing, requesting priority service with the state and other services that may be offered by SingleFile from time to time. These one-time service payments are not subject to the automatic renewal or recurring payment schedule referenced in this section and are payable at the time of your request.

SingleFile also offers subscription Services such as Services for an initial period of 12 months which will be charged in full upon purchase. The subscription-based Services are billed to you on an annual basis using a recurring payment system. You will be charged each year on the corresponding month you began using the services with the payment method on file with SingleFile or a third-party payment service. If a payment fails or is expired, you will be notified by SingleFile and access to the Services will be suspended until payment is received. You may elect to discontinue some or all of your paid Services at any time by contacting support@singlefile.io.

SingleFile also offers subscription Services such as Services for an initial period of 12 months which will be charged in full upon purchase. The subscription-based Services are billed to you on an annual basis using a recurring payment system. You will be charged each year on the corresponding month you began using the services with the payment method on file with SingleFile or a third-party payment service. If a payment fails or is expired, you will be notified by SingleFile and access to the Services will be suspended until payment is received. You may elect to discontinue some or all of your paid Services at any time by contacting support@singlefile.io.

13.              DISCLAIMER OF WARRANTIES

EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT: (a) THE SITE IS PROVIDED"AS IS" AND YOUR USE OF THE SITE IS AT 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, ANDNON-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. 

14.              LIMITATION OF LIABILITY

EXCEPT AS OTHERWISE SET FORTH IN THIS 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. WHEN RECEIVING PROCESS ON BEHALF OF THE CLIENT, NEITHER SINGLEFILE NOR ANY THIRD PARTY PROVIDER SHALL BE HELD RESPONSIBLE FOR ANY PART OF THE LAWSUIT OR CLAIM.

15.              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.

16.              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.

17.              TERMINATION

You agree that SingleFile may in its discretion terminate or suspend your use of and access to all or part of the Site 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.

If the Services are terminated for any reason, SingleFile reserves the right to resign, with proper notice if required by state law, as your registered agent. Reasons for termination and resignation may include (but are not limited to): 1) your failure to provide accurate, complete, and current information as requested or required by SingleFile or your registered agent, 2) the inability to locate you after reasonable and diligent efforts are made, 3) your failure to pay or 4) suspected illegal activity.

If you would like to cancel our service as your registered agent, you agree to provide us with sixty (60) days’ written notice, and fill out the proper forms to dissolve your entity, withdraw from the state, or change your registered agent. If you would like us to prepare and file the proper forms for you, the charges are:for dissolution of your entity, $150 plus state fees; and for change of your registered agent, $100 plus state fees.

Your right to use to use the Services 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 the Services and the Account, thereby terminating this Agreement and all obligations of SingleFile hereunder.

If you wish to reactivate your Account 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. 

18.              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.