These Terms of Service set forth the terms and conditions that apply to your (“you”, “your”, and if accepted and applicable, “Reseller”) membership or application for membership in the Files.com Reseller Program (“Reseller Program” or "Program"). The Reseller Program is operated and offered by Action Verb LLC (“Files.com”, “we”, “us”, “our”). All products and services on and through Files.com shall collectively and singularly be referred herein as, the “Files.com Platform”, “Files.com”, or “Platform”.

BY SUBMITTING AN APPLICATION TO JOIN OR BY PARTICIPATING IN THE RESELLER PROGRAM, YOU ARE CONFIRMING THAT YOU HAVE READ AND AGREE TO BE BOUND BY THIS TERMS OF SERVICE.

Participation Requirements

Your participation in the Reseller Program is subject to your application, acceptance, and continued compliance with the following requirements:

• Your submission of accurate information required by Files.com, including any necessary tax forms.
• You must be at least eighteen (18) years of age.
• Your execution and acceptance of the Reseller Agreement.
• You compliance with these Terms of Service.
• To the extent applicable, your compliance with the Files.com Platform's Terms of Service, available here.

Application to the Program

To be considered for participation in the Reseller Program, you must complete an application. To request an application, please contact our team.

Sending an application does not guarantee acceptance into the Reseller Program. Acceptance into the Reseller Program is at Files.com’s sole discretion.

If you are accepted by Files.com into the Reseller Program, as explicitly denoted in writing, then you shall be considered a Reseller, and bound by all applicable obligations and duties.

Promotion & Use of Files.com IP

You explicitly acknowledge and agree that Files.com is the sole owner and operator of the Platform, including any underlying copyrights, trademarks, trade secrets, or other intellectual property ("Files.com IP"). Nothing herein shall give you any rights, ownership, or control to Files.com IP, except to the limited extent explicitly provided herein.

Except as explicitly permitted herein, you shall not and are not authorized to (i) use Files.com’s trademark, name or any of our other intellectual property (including, but not limited to, Files.com), including any variations or misspellings thereof or other term or terms confusingly similar to any of the foregoing (collectively, “Files.com IP”), without Files.com’s express prior written permission; (ii) use Files.com IP in a domain or website name, in any bids for keywords, Google Ads, in any search engine advertising (paid or otherwise), in any metatags, advertising, promotions, social media handles, social media, search terms, code, or otherwise; (iii) act in any way that causes or creates or could cause or create any "initial interest confusion" over the use of Files.com’s IP on the Internet, in any search engine advertising, or otherwise; (iv) use Files.com IP after termination of this Reseller Program and/or your participating in the Reseller Program; (v) use Files.com IP in any derogatory, defamatory, false, or negative manner, or in connection with any obscene, immoral, controversial, and/or defamatory material; (vii) as part of any bulk unsolicited email campaigns, robocalls, or similar actions; and/or, (viii) take any action that suggests or implies Files.com endorses or favors you.

Your use of Files.com IP in any manner, other than as expressly permitted hereunder, shall constitute unlawful infringement of Files.com’s intellectual property rights, and may subject you to claims for damages, and the obligation to pay Files.com’s legal fees and costs in connection with any action or proceeding in which Files.com seeks to enforce its rights under this Terms of Service or with regard to any of Files.com’s intellectual property rights.

Legal Compliance

We require all Resellers to comply with applicable laws, regulations and guidelines, including without limitation:

• The Federal Trade Commission’s (“FTC”) endorsement and disclosure rules and guidelines.
• All applicable data protection laws regarding the transmission of data exported to or from the United States or the country in which Reseller resides, including without limitation, the General Data Protection Regulation 2016/679 of European Parliament and of the Council of 27 April 2016 (the “GDPR”). When appropriate, Reseller will obtain a DPA.
• HIPAA, HITECH, and similar medical privacy compliance laws and regulations. When appropriate, Reseller will obtain a BAA.

You are advised to seek and obtain your own legal advice on determination and application of applicable rules, regulations, and laws related to your participation in the Reseller Program.

Payment and Billing

Files.com shall send a consolidated monthly invoice to Reseller at a rate set forth in the Partner Portal. The invoice shall be due net 30 days from the date of the invoice. If Reseller does not make a full payment within this time, then the account shall be considered overdue.

Reseller is responsible for any charges incurred by Reseller and Reseller's Customers, including Usage fees, as defined in the Platform Terms of Service.

The primary methods of payment accepted are placing a credit card number or linked PayPal account on file. Currently, we accept VISA, Mastercard, American Express, Discover, and PayPal. You agree to pay all charges in accordance with any cardmember agreement governing the use of your credit card. Files.com is not responsible for any third party fees charged by PayPal or any similar financial intermediaries.

The following additional payment methods are also supported:

Mailed Check (US Dollars only) ACH transfer (US Dollars only) SEPA transfer (Euro only) FPS (UK/GB Pound Sterling only) Bitcoin

Invoices are sent to the email on file.

Prices are billed exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for any such tax, levy, and/or duty.

Files.com is required to collect sales tax in certain USA states that tax the type of services we provide and where we also meet certain sales thresholds or have a physical presence. Currently this includes only the following state(s): Pennsylvania. This list may change as Files.com grows and gains additional sales tax nexus, or if states change their laws that determine nexus. In the wake of the recent /Wayfair/ US Supreme Court decision, we expect several more states to expand their sales tax nexus definitions. If your primary billing address is in a state where Files.com is required to collect sales tax, we will add the appropriate sales tax to your invoice and collect sales tax.

Tiers

Without limiting anything herein, Files.com may modify the payment tiers, including the related terms and requirements, at their discretion.

Training

Files.com may, but is not obligated to, require you to complete certain training as part of your participation in this Program.

Support

Reseller will provide all frontline support and contact with Resellers Customers. Additionally, Files.com will have complete discretion over the level of access and control Reseller shall have into Reseller's Customers' accounts.

Reseller's Customers

Files.com will not materially and directly solicit, interfere, or communicate with Reseller's Customers unless (i) Reseller's account becomes overdue; (ii) Reseller's account is no longer in good standing, as determined in Files.com's sole and reasonable discretion; (iii) Reseller violates any of its duties, representations, and/or obligations under these Terms of Services, the Platform Terms of Services, the Reseller Agreement, and/or any other agreement with Files.com; and/or (iv) a Reseller customer proactively reaches out to Files.com, including, but not limited to, requests to directly to Files.com for continuity of services or otherwise following an inability to resolve an issue with Reseller.

Commissions

Resellers are eligible to earn a commission for referring customers directly to Files.com through our Affiliate Program. Participation in this Affiliate Program is subject to the Affiliate Program's Terms and Conditions.

Non-Disparagement

To the extent permitted by law, Reseller agrees to not misrepresent, present in a false light, defame, disparage, or otherwise say anything negative about Files.com, Files.com, or any related property, platform, IP, or item.

Relationship of the Parties

You and Files.com are independent contractors, and nothing in this Terms of Service will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf.

Dispute Resolution and Jurisdiction

Files.com wants to address your concerns without needing a formal legal case. Before filing a claim against Files.com, you agree to try to resolve the dispute informally by contacting dispute@actionverb.com. Files.com will try to resolve the dispute informally by contacting you via email. If a dispute is not resolved within 30 days of submission, you or Files.com may bring a formal proceeding. Any dispute arising under these Terms of Service that is not resolved informally as outlined above, will be subject to binding arbitration by a single arbitrator with the American Arbitration Association (AAA), in accordance with its relevant industry rules, if any. The parties agree that this Agreement will be governed by and construed and interpreted in accordance with the laws of the United States and the State of Nevada. The arbitration will be held in Las Vegas, Nevada, United States. The Arbitrator will have the authority to grant injunctive relief and specific performance to enforce the terms of this Agreement. Judgment on any award rendered by the Arbitrator may be entered in any court of competent jurisdiction.

To the fullest extent permitted by applicable law, you and we agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, collective, or representative action. To the fullest extent permitted by applicable law, you further agree that you will not be a member of any putative or actual class in a class action brought by anyone else, nor will you seek to become a class representative. If any portion of this paragraph is found to be void or unenforceable as to a particular claim, then that claim (and only that claim) shall be resolved in federal court rather than in arbitration; if there is no federal jurisdiction, the case shall be resolved in Nevada state court.

In the event that you are able to sufficiently demonstrate that the costs of arbitration will be prohibitive as compared to costs of litigation, Files.com may, but is not obligated to, mutually agree to have the arbitration conducted by telephone, based on written submissions, in person in the county where you live, or at another mutually agreed location.

Any cause of action or claim you may have arising from or relating to the Reseller Program or these Terms of Service must be commenced within one (1) year after the claim or cause of action arises or it will be barred forever. Notwithstanding the other provisions in this section, if Files.com has a reasonable basis to believe that you have in any manner violated or threatened to violate any of Files.com’s intellectual property rights, Files.com may bring suit in any state or federal court in the state of Nevada, rather than through arbitration. In such instances, you agree that you will submit to the jurisdiction of the state and federal courts in the state of Nevada.

Indemnification

Upon request by Files.com, you agree to defend, indemnify, and hold Files.com, its affiliates, subsidiaries, successors, and assigns, and each of their respective employees, contractors, officers, directors, owners, board members, and agents harmless from all liabilities, claims, damages, losses, and expenses, including attorney’s fees, that arise from or relate to: (i) your use or misuse of the Reseller Program and/or Platform; (ii) your breach of these Terms of Service, or any other agreement with Files.com relating to the Reseller Program and/or Platform; (iii) your illegal and/or fraudulent activity; (iv) your negligence and/or willful acts or omissions; and/or (v) Reseller's Customers. These indemnity obligations shall include any and all users (with whom you will be jointly and severally liable) and actions occurring on or through your Reseller and/or Platform account.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES SHALL Files.com OR ITS AGENTS BE LIABLE FOR: (1) ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO THOSE THAT RESULT FROM THE USE OF, OR INABILITY TO USE THE SITE AND/OR SERVICE, INCLUDING ANY HARDWARE. THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF Files.com HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE; AND/OR (2) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS OR OTHER INACCURACIES OF THE RESELLER PROGRAM, PLATFORM, OR RELATED SERVICES. IN NO EVENT SHALL Files.com’S AGGREGATE LIABILITY EXCEED TEN THOUSAND DOLLARS ($10,000). TO THE EXTENT THE LIMITATION OF LIABILITY FROM THE PLATFORM'S TERMS OF SERVICE APPLY, THE LESSER OF THE TWO LIMITATIONS SHALL CONTROL, AND IN NO EVENT SHALL THEY BE COMBINED.

Disclaimer of Warranties

The Platform and Reseller Program are provided on an "AS-IS, AS-AVAILABLE" basis. Files.com does not warrant that the Platform or Reseller Program will be uninterrupted or error-free or that defects in it will be corrected. Any use is at your own risk.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL MATERIALS, INFORMATION, SOFTWARE, PRODUCTS, HARDWARE, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE RESELLER PROGRAM AND PLATFORM ARE PROVIDED "AS IS" AND "AS AVAILABLE" FOR YOUR USE. THE RESELLER PROGRAM PROGRAM AND PLATFORM ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. Files.com AND ITS AGENTS DO NOT WARRANT THAT THE PLATFORM OR AFFILIATE PROGRAM IS ACCURATE, RELIABLE OR CORRECT; THAT THE RESELLER PROGRAM OR PLATFORM WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE RESELLER PROGRAM PROGRAM OR PLATFORM IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOUR USE OF THE RESELLER PROGRAM PROGRAM AND/OR PLATFORM IS SOLELY AT YOUR RISK.

Termination or Modification of the Reseller Program

Files.com reserves the right to modify or terminate the Reseller Program at any time, without notice. Upon termination, the provision contained in the sections entitled Promotion & Use of Files.com IP; Non-Disparagement; Dispute Resolution and Jurisdiction; Indemnification; Limitation of Liability; Confidentiality; and Additional Terms shall survive termination.

Additionally, Files.com may terminate its relationship with any Reseller at any time for any reason, including, but not limited to, failure to fully pay an invoice net 60 days from the date of the invoice. Upon termination of a relationship with Reseller, Files.com may, at its sole discretion, transfer Reseller's customers directly to the Platform or to another Reseller without additional compensation or consideration.

Termination, Suspension, or Modification of the Files.com Platform

Files.com reserves the right to modify, suspend, or terminate the Files.com Platform at any time, without notice. Nothing herein shall limit Files.com's rights or, if applicable, your obligations under the Platform's Terms of Service.

Confidentiality

Each of the parties hereto agrees that all information that a reasonable person may consider confidential, including, without limitation, the terms of the Reseller Agreement, information on the Partner Portal, business and financial information, and pricing and sales information, (collectively and individually, "Confidential Information") shall remain strictly confidential and shall not be utilized for any purpose outside the explicit scope of the Reseller Agreement or this Terms of Service. Additionally, each party shall take reasonable steps to ensure the safekeeping of any Confidential Information. Confidential Information shall not include information (i) already lawfully known to or independently developed by the receiving party; (ii) generally known to the public; (iii) lawfully obtained from any third party who did not violate any confidentiality agreements to procure the information. Notwithstanding the foregoing, each party may reveal Confidential Information about the other party in response to a valid subpoena from a court, agency, or tribunal of competent jurisdiction provided that, if permitted by law, the revealing party makes a good faith effort to notify the other party in writing so that the other party may challenge such a request.

Additional Terms

If any provision of this Terms of Service is found to be invalid by any court, arbitrator, or tribunal having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Terms of Service, which shall remain in full force and effect. Additionally, the provision(s) found to be invalid shall be replaced with a new provision(s) that closely as possible captures the intention of original section while being compliant.

No waiver of any part of this Terms of Service shall be deemed a further or continuing waiver of such term or any other term.

Nothing in this Terms of Service shall be deemed to confer any third party rights or benefits.

Files.com may freely transfer, sublicense, assign, or confer any of its duties, rights, or obligations hereunder to any third party. Reseller may not transfer, sublicense, assign, or confer any of its duties, rights, or obligations to any third party without Files.com's prior written approval.

Titles and headers are provided for convenience and reference only, and shall not affect the construction or intent of any section of this Terms of Service.

All use of the Files.com Platform, whether by you or any referred customers, is subject to the Files.com Terms of Service, available here.

These Terms of Service may be updated periodically, and Reseller is responsible for verifying their continued compliance with any updates. Files.com may notify Resellers of any updates to these Terms of Service.