These Terms of Service ("Terms") set forth the terms and conditions that apply to your use of Files.com's sites, platforms, and services (collectively, "Service"). The Site and Service are operated and offered by Action Verb LLC, including its affiliates, subsidiaries, successors, and assigns (“Files.com”, “We”). As used herein, “you” and “your” refer to you and the entity you represent. By accessing or using the Site and/or the Service, you acknowledge and agree to comply with this Terms of Service and are authorized and capable with undertaking the obligations contained herein.

1. Files.com Accounts

All of your registration, contact, and billing information must be correct and current. You are solely responsible for keeping such information correct and current.

You are the only person allowed to access and use the username and password associated with your Files.com account. You agree not to allow anyone else to use your account or password, and to take reasonable steps to prevent unauthorized persons from learning your password and API keys. Administrators may create separate user accounts within each Files.com subscription to provide other people access. You shall notify us immediately of any unauthorized use of or activity on your account or of any other breach of security relating to the Site or Service that is known or suspected by you.

You affirm that you and any and all users on your account are either 18 years of age or older, and are fully able and competent to enter into and abide by the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Service.

2. Billing

The main method of payment accepted for paid accounts is 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.

The following additional payment methods are supported if you are pre-paying in advance for 12 months of service:

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

Files.com reserves the right to change the price or features of all services upon 30 days notice. Such notice will be provided by email and/or through the Service. If such a change takes place and you choose not to discontinue or downgrade your account, you will be responsible for the payment of your account at the new rate.

All invoices are due net 30, except for credit card payments, which are due upon receipt. Failure to pay any charges may results in the suspension or cancellation of your account.

Invoices are sent to the email on file, and for customers living in the United States who are on annual terms, a physical copy of the invoice will be mailed as well.

Account prices are billed exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for any such tax, levy, or duty associated with your use of the Service.

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. The list of states we collect sales tax from can be found in our Sales Tax documentation, and 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 Wayfair 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.

Customers on the Power Plan or higher who pay annually may request Files.com to submit invoices via a third party vendor. Each such request will be considered on a case-by-case basis, and Files.com may decline to use, or stop using, any such a third party vendor for any reason at any time. You will be responsible for any fees or expenses incurred by Files.com in connection with such a third party vendor, and Files.com may invoice you or use any payment method on file to recoup such fees and/or expenses. Additionally, such a third party vendor's terms and conditions shall in no way supercede these Terms of Service.

3. Auto-Renewal

Accounts are billed in advance for the selected term and subscriptions will automatically renew until they are cancelled.

For customers on a monthly term:

Accounts on monthly terms will be charged every 30 days, starting with the first day of paid service (“Service Date”). The charges will be for the monthly fee for the upcoming Usage Period (as defined below) and any Usage charges and/or any increase in the number of Billable users (as defined below) from the previous Usage Period beyond what was included in your agreement. Invoices are automatically charged to the payment method on file.

For customers on an annual term:

Accounts on annual terms will be sent an invoice for the annual fee once every 360 days, starting with the first day of paid service (“Service Date”). If there are any Usage Charges for a Usage Period (as defined below), or an increase in the number of Billable users (as defined below) beyond what is included in your agreement, an invoice will be sent at the end of that Usage Period for the Usage and/or additional Billable users. All invoices are due upon receipt, and will be automatically charged if there is a payment method on file.

4. Usage & User Calculation

Files.com leverages Amazon S3 for “at-rest” storage and retrieval of the files on your account. Amazon S3 has a very complicated billing scheme, and we have attempted to craft our usage calculation scheme to be considerably simpler than Amazon’s while at the same time ensuring that we collect enough revenue from our customers to be able to pay our Amazon S3 bill.

Usage is calculated for each 30-day “Usage Period” that your account is open. If your account is billed monthly, your Usage Period will coincide with your monthly billing term. If your account is billed annually, we divide your annual billing term into twelve Usage Periods. If your account is billed on some other interval, we will divide your billing term into Usage Periods that are 30 days long.

For each Usage Period, we will calculate a single sum called “Usage” that represents your total usage of the Service. This “Usage” number is the sum of your “Storage Usage” and your “Transfer Usage.” You can find additional details in our Usage documentation.

Each account comes with a generous amount of Usage included for every Usage Period, determined by your plan. Should the Usage in any Usage Period exceed the included amount, any excess Usage will be billed at a low price determined by your agreement.

Invoices for Usage are issued immediately at the end of each Usage Period and are due upon receipt, regardless of whether your Account is otherwise prepaid for a longer term.

Each Usage Period is evaluated independently, and unused usage does not “rollover” from one Usage Period to the next.

For billing purposes, your user count is simply the highest number of Billable users reached at any point during the Usage Period. You can find additional details in our Billable User documentation.

5. API Calls

The application-programming interface ("API") is used by you to access Files.com's services and features. An API call ("API Call") is any request sent to Files.com's servers.

Each Files.com account comes with a generous amount of daily API Calls. If you exceed the daily API Call limit for your account during any Usage period, you may be required to upgrade your plan.

You can find additional details in our Billable API Calls documentation.

6. Cancellation and Refund Policy

You may cancel your account at any time. Account cancellations may be made through the Service itself on the Settings tab. For security purposes, we do NOT accept cancellation notices via phone or email. Upon cancellation, your data will be removed from the system within 7 days, and there is no mechanism for restoring data once it is removed from the system.

If you are a new customer and cancel your account within ninety (90) days of initiating service with Files.com, you are entitled to a full refund of all monies paid to Files.com, less any overages or excess Usage (to which you remain responsible to pay). Please request a refund when cancelling in order for this to be processed simultaneously.

If you are on an annual or multi-year term, you are obligated to pay for the entire term even if you cancel early, except if you are a new customer as provided in this Section.

Refunds for any reason (including SLA credits) will not be granted if they are requested more than 30 days after account cancellation.

No refund will be given in any instance if Files.com determines, in its sole and reasonable discretion, that you or any user on your account breached any part of these Terms of Service.

7. Service Level Agreement ("SLA")

A) Uptime SLA

We recognize that downtime can be costly and reflect poorly on your business. As such, we offer an Uptime SLA to customers on Premier or Enterprise Plans. We will provide compensation in the form of a refund to your credit card (if you have one on file) or a service credit toward future payments (if you do not have a credit card on file) if certain uptime goals are not met and you are on a qualifying plan and request a refund.

We define uptime as the percentage of time during a Usage Period HTTP, HTTPS, FTP, FTPS, and SFTP services are available on ports 80, 443, 21, 990, and 22 on at least one server in the IP Pool for your site. The IP Pool for your site is defined as the full set of IPs returned by DNS when resolving your Files.com subdomain or associated custom domain, if any. Please note that you may need to make multiple DNS queries to retrieve the full set of IPs in the IP Pool.

The uptimes of these 5 services as computed by Wormly (or another monitoring system we may choose to engage) will be averaged together to compute an overall uptime.

If uptime during a Usage Period is below 99.9%, you are entitled to refund or service credit equal to 50% of your last Usage Period payment (not including any Usage fees).

If uptime during a Usage Period is below 99.5%, you are entitled to refund or service credit equal to 100% of your last Usage Period payment (not including any Usage fees).

No refund will be given if Files.com determines, in its sole and reasonable discretion, that you breached any part of these Terms of Service. SLA refund requests must be made during the Usage Period immediately following the qualifying downtime.

Scheduled downtime for maintenance and other purposes is not counted against uptime for purposes of this SLA. Scheduled downtime is defined as those times where Files.com notifies you of periods of downtime at least five (5) days prior to the commencement of such downtime.

B) Support SLA

Customers on Premier or Enterprise Plans can request a Support SLA. This Support SLA guarantees a response from Files.com within a timeframe documented in a separate signed agreement.

We will provide compensation in the form of a refund to your credit card (if you have one on file) or a service credit toward future payments (if you do not have a credit card on file) if response terms outlined in the signed agreement are not met and you request a refund.

8. Disclaimer of Warranties / Limitation of Liability

The Service and Site are provided on an "AS-IS, AS-AVAILABLE" basis. Files.com does not warrant that the Site or Service will be uninterrupted or error-free or that defects in it will be corrected. Use, including data storage and transfer, 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 SITE AND SERVICE ARE PROVIDED "AS IS" AND "AS AVAILABLE" FOR YOUR USE. THE SITE AND SERVICE 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 NONINFRINGEMENT. Files.com AND ITS AGENTS DO NOT WARRANT THAT THE SITE OR SERVICE IS ACCURATE, RELIABLE OR CORRECT; THAT THE SITE OR SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SITE OR SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOUR USE OF THE SITE OR SERVICE IS SOLELY AT YOUR RISK.

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 SITE, SERVICE, OR HARDWARE. IN NO EVENT SHALL FILES.COM’S AGGREGATE LIABILITY EXCEED THE FEES (EXCLUDING USAGE CHARGES) PAID BY YOU TO FILES.COM IN THE PAST YEAR. FOR CLARITY, "SITE" and "SERVICE" INCLUDE ANY CODE EXAMPLES CREATED OR PROVIDED BY FILES.COM, AS WELL ANY THIRD PARTY INTEGRATIONS WITH FILES.COM.

9. Acceptable Use

You are responsible for your own communications and for any consequences thereof. You will use the Site and Service in compliance with all applicable local, state, national, and international laws, rules, and regulations, including any laws regarding the transmission of technical data exported to or from your country of residence.

You shall not, shall not agree to, and shall not authorize or encourage any third party to: (i) use the Site or Service to upload, transmit or otherwise distribute any content that is unlawful, defamatory, harassing, abusive, fraudulent, obscene, contains viruses or other malicious code, or is otherwise objectionable as reasonably determined by Files.com; (ii) use the Site or Service to upload, transmit or otherwise distribute content that infringes upon another party's intellectual property rights or other proprietary, contractual or fiduciary rights or obligations; (iii) prevent or hinder other authorized individuals or entities from using the Site or Service; (iv) use the Site or Service to invade the personal privacy of other people (e.g. stalking or harassment); (v) use the Site or Service to store personal health information that is regulated by The HIPAA Privacy Rule unless you've also entered into a Business Associate Agreement with Files.com; (vi) use the Site or Service to transmit or store personal information about individuals residing in the European Economic Area unless you have signed a data processing agreement with Files.com; (vii) use the Site or Service for any fraudulent or inappropriate purpose; and/or, (viii) use the Site or Service in any manner Files.com determines to be detrimental to the Site, the Service, users of the Site or Service, the public, and/or Files.com.

You will not use any robot, spider, other automated device, or software process to monitor, post to, or copy any content from the Site or Service, except through APIs explicitly made available by Files.com. You may use automated means to connect to Service’s published API on port 443, to its FTP service running on ports 21, 990, and 3021, or to its SFTP service running on port 22 or 3022. Files.com may terminate your account if, in its sole opinion, your usage of the Service consumes excessive system resources.

Violation of any of the foregoing or any other breach of these Terms of Service may result in immediate revocation of your account(s), and may subject you to state and federal penalties and other legal consequences. Files.com reserves the right at all times to remove or refuse to distribute any content on the Site or Service. Files.com, also reserves the right to access, read, preserve, and disclose any information as it reasonably believes is necessary to: (a) satisfy any applicable law, regulation, legal process or governmental request; (b) enforce these Terms of Service, including investigation of potential violations hereof; (c) detect, prevent, or otherwise address fraud, security or technical issues (including, without limitation, the filtering of spam); (d) respond to user support requests; and/or (e) protect the rights, property or safety of Files.com, its users and the public. Files.com will not be responsible or liable for the exercise or non-exercise of its rights under these Terms of Service.

Files.com reserves the right to cancel or refuse to offer the Service to anyone at any time at its sole discretion. A pro-rated refund will be issued to paid account holders in the event of a service cancellation without cause.

10. Intellectual Property

Except where otherwise explicitly indicated, all materials contained on the Site and Service are owned by Files.com, including but not limited to, graphics, text, source code, the selection, arrangement and presentation of all materials, and the overall design of the Site and Service. Without limiting the foregoing, Files.com does not claim any ownership of any materials stored or transferred by you on the Site or Service. Your stuff is your stuff.

Without limiting the foregoing, we may use the name and marks of your company and screenshots from your website in the advertising, marketing, and promotion of Files.com.

Permission is granted to view and print materials from the Site and Service for the non-commercial purpose of viewing, reading and retaining for reference. Any other copying, distribution, retransmission or modification of information or materials on this site, whether in electronic or hard copy form, without the express prior written permission of Files.com, is strictly prohibited. Accordingly, you agree that you will not copy, reproduce, alter, modify, or create derivative works from the Service.

Files.com and other names, trademarks, and/or service marks (including logos and designs) found on the Site and Service are trademarks/service marks that identify Files.com and the goods and/or services provided by Files.com. Such marks may not be used under any circumstances without the prior written authorization of Files.com. Such marks may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of the Files.com.

You assign Files.com exclusive intellectual property rights to any questions, comments, suggestions, ideas, feedback or other information about the Site or Service provided by you (“Submissions”). Submissions are non-confidential and shall become the sole property of Files.com. Files.com may, but it not obligated to, use and disseminate Submissions for any purpose, commercial or otherwise, without acknowledgment, compensation, or other consideration given or owed to you.

If you believe the Service has been used in a way that constitutes copyright infringement, please send a message and provide the requested information as required by the Digital Millennium Copyright Act ("DMCA") by clicking here.

11. Indemnification

Upon request by Files.com, you agree to defend, indemnify, and hold Files.com, its parents, affiliates, subsidiaries, successors, and assigns, and each of their respective employees, contractors, officers, directors, 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 Site and/or Service; (ii) your breach of these Terms of Service, or any other agreement with Files.com relating to the Service, such as a BAA; (iii) your illegal activity; and/or, (iv) your negligence and/or willful acts or omissions.

12. 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@files.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 with respect to the Site or 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 we have a reasonable basis to believe that you have in any manner violated or threatened to violate any of our intellectual property rights, we 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.

13. Third Party Hyperlinks

Files.com may provide hyperlinks to third-party web sites as a convenience to users and visitors of the Site and/or Service. Files.com does not control third-party websites and is not responsible for the contents of any linked-to, third-party web sites or any hyperlink in a linked-to website. Similarly, Files.com does not endorse, recommend or approve any third-party web site hyperlinked from the Site or Service and will have no liability to any entity for the content or use of the content available through such hyperlink.

14. Privacy, Security, and GDPR

We care deeply about your privacy and the security of your data and will act in accordance with our Privacy Policy. Please read it to understand how you are protected.

Our Security Technology document details exactly how we store and transfer data, and will prevail in the event of a conflict with other information presented on this site. Please read it to understand our security practices and be sure to take the recommended actions for maximum security if this is required by your business.

For information regarding our commitment to the General Data Protection Regulation (“GDPR”), please check out our GDPR page.

15. General Terms

A) Severability

If any provision of this Terms of Service is found to be invalid by any court 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. 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.

B) Survival

Sections 1, 2, 6-13, & 15 will survive after these Terms of Service terminate or your use of the Site and/or Service ends.

C) Entire Agreement and Priority

These Terms represents the entire agreement between the parties as it relates to your use of the Site or Service. Notwithstanding the foregoing, to the extent any provision of this Terms of Service conflicts with another mutually executed document governing your use of the Service - such as a Business Associate Agreement or Data Processing Addendum - then such other documents shall control.

D) Changes to the these Terms of Service

Files.com reserves the right to change these Terms of Service at any time by posting new Terms of Service at this location and alerting paying customers of such change via e-mail and/or through the Service. Any change(s) to this Terms of Service will take effect thirty (30) days after such changes have been posted. Your continued use of the Service following such changes will indicate your acceptance of those changes. This document was last updated according to the date at the top of this page.

E) 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, unless we provide written consent for you to do so.