TalkDocs

FileDocs Secure File Sharing

Terms of Service

(Last Updated: January 11, 2009)

Welcome to FileDocs Secure File Sharing hosted by AlphaBest and powered by iFolder.  We provide services (the “Services”) available at our Web site (the “Site”) to you (“you” or “User”).

The following terms and conditions, along with any other policies or guidelines posted on this Site, shall govern your use of this Site and Services, whether directly or through a third-party site.  By using this Site, the Services, and any service, application, plug-in, component, functionality, or program provided in conjunction with the Services, you are agreeing to the following terms and conditions.  Please read them carefully before using this Site.  Should you have any questions concerning this Agreement, please contact us by using the contact form.

By visiting this Site and/or by completing the registration process for the Services, you represent and warrant that you have read, understand, have the legal capacity to, and hereby agree to be legally bound by these terms and conditions.  Services are available ONLY TO USERS 13 YEARS OF AGE OR OLDER.  REGISTRANTS BETWEEN THE AGES OF 13 AND 18 MUST HAVE A PARENT ASSIST IN THE COMPLETION OF REGISTRATION.

A.         MODIFICATIONS TO THIS AGREEMENT

We reserve the right, at our sole discretion, to change, modify or otherwise alter these terms and conditions at any time.  You can find the most recent version of these terms and conditions on the Site, with the date of last modification noted above.  Such modifications shall become effective immediately upon the posting thereof.  Therefore, we encourage you to check the date of our terms and conditions whenever you visit this Site to check if they have been updated.  You must review this agreement on a regular basis to keep yourself apprised of any changes.  If you do not agree to the revised terms and conditions, your sole recourse is to immediately stop all use of the Services.  Your continued use of the Services following the posting of modifications will constitute your acceptance of the revised terms and conditions.

B.         YOUR REGISTRATION OBLIGATIONS.

We provide the Services for the use specified at the time of setup.  You may not use the Services to conduct business without a separate written contract with AlphaBest.

To obtain and use the Services, you will be required to register with FileDocs by completing a registration form. You will be contacted by the FileDocs administrator for additional details for account setup. The information requested on the registration form must be complete and valid. When registering for Services, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Service’s registration form (such information being the “Registration Data”) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete.  If you provide any information that is untrue, inaccurate, not current or incomplete, or we have grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we may suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).

You may not authorize any third party to access or use the Services on your behalf.  You are responsible for maintaining the confidentiality of the user ID and password, and are fully responsible for all activities that occur under your user ID or password.  You agree to immediately notify the Administrator of any unauthorized use of your user ID or password or any other breach of security.  We cannot and will not be liable for any loss or damage arising from any unauthorized use of your account.

C.         CONSENT TO ELECTRONIC COMMUNICATIONS AND SOLICITATION.

By registering for Services, you understand that we may send you communications or data regarding the Services, including but not limited to (i) notices about your use of the Services, including any notices concerning violations of use, (ii) updates, and (iii) promotional information and materials regarding products and services offered by AlphaBest and its affiliates, via electronic mail.

D.         USER CONDUCT/ACCEPTABLE USE POLICY.

Unauthorized use of the Service, or the resale of said service without our prior written consent, is expressly prohibited. You shall not copy, sell, transfer, distribute, publish, or assign your license to our services in any format to any third party.  In addition, you may not use the Services in any way that violates applicable federal, state, or international law, or for any unlawful purpose.  Further, you may not use the Services to send, receive, or download messages or materials that are inappropriate or violate the intellectual property rights of others.

To the extent that the Services provide Users an opportunity to store and exchange information, materials, data, files, programs, ideas and opinions (“User Content”), you hereby represent and warrant that you have all necessary rights in and to all User Content you provide and all information contained therein.  You continue to retain all ownership rights in any User Content you provide and shall remain solely responsible for your conduct, your User Content, and any material or information transmitted to other Users for interaction with other Users.  AlphaBest/FileDocs does not claim any ownership rights in any User Content.

Content posted by Users is encrypted on the AlphaBest server and not viewable by AlphaBest, its contractors or employees.  AlphaBest reserves the right to suspend and/or delete accounts if there is suspicious activity or if another user notifies us that content is not consistent with the purpose of the Service. Unauthorized use includes but is not limited to file archives, illegal content (warez, bootlegged music or movies) and/or pornographic photos or content and sharing with unauthorized users.

Additionally, AlphaBest reserves the right, without limitation, to terminate your access to and use of the Site and Services if, in our view, your conduct fails to meet any of the following guidelines for User conduct:

1.   You may not attempt to harm, disrupt, or otherwise engage in activity that diminishes, the FileDocs iFolder Site, server, computer systems and network, or the Services.

2.   You may not attempt to interfere with any other person’s use of the Services.

3.   You may not misrepresent your identity or impersonate any person.

4.   You may not attempt to gain access to any account, computers or networks related to the Services without authorization.

5.   You may not attempt to obtain any data through any means from the Services, except if we intend to provide or make it available to you.

6.   You may not attempt to charge others to use the Services either directly or indirectly.

7.   You may not use the Services to participate in pyramid schemes or chain letters.

8.   You may not use the Services to send, either directly or indirectly, any unsolicited bulk e-mail or communications or unsolicited commercial e-mail or communications.

9.   You may not use the Services for defaming, abusing, harassing, stalking, threatening or otherwise violating the legal rights of others.

10. You may not use the Services to send or otherwise make available, any material protected by intellectual property laws unless you own or control the rights to such material or have received all necessary consents.

11. You may not use the Services to send or otherwise making available any material that contains viruses, Trojan horses, worms, corrupted files, or any other similar software that may damage the operation of another’s computer or property.

12. You may not use the Services to download any material sent by another User of the Services that you know, or reasonably should know, cannot be legally distributed in such manner.

13. You may not use the Services to violate any code of conduct or other guidelines which may be applicable to the Services or the Site.

14. You may not use the Services to harvest or otherwise collecting information about others, including e-mail addresses.

15. You may not attempt to modify, translate, adapt, edit, copy, decompile, disassemble, or reverse engineer any software used or provided by AlphaBest in connection with the Site or Services.

16. You may not use the Services in a manner that results in excessive bandwidth usage, as determined by a representative of AlphaBest.

All judgments concerning the applicability of these guidelines shall be at the sole and exclusive discretion of AlphaBest.  AlphaBest reserves the right, in its sole discretion, to determine whether and what action to take in response to each such notification, and any action or inaction in a particular instance shall not dictate or limit AlphaBest’s response to a future complaint.  You acknowledge and agree that AlphaBest shall not assume or have any liability for any action or inaction by AlphaBest with respect to any User Content.  Users shall remain solely responsible for User Content, and any material or information transmitted to other Users for interaction with other Users.

E.         THIRD PARTY CONTENT, SITES AND SERVICES.

All transactions using 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.  We may also provide some content to you as part of the Services.  However, AlphaBest 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.  AlphaBest 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.

F.         PRIVACY.

AlphaBest has established a Privacy Policy to explain to Users how their information is collected and used, which you can read on our Site.  Your use of the Services signifies acknowledgment of and agreement to the TalkDocs Privacy Policy.  You further acknowledge and agree that AlphaBest may disclose your personal information if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to comply with legal process, to enforce these terms and conditions, or, in its sole discretion, to protect the rights, property, or personal safety of AlphaBest, its employees, users and third parties, and the public, or as otherwise described in the Privacy Policy.

G.          AlphaBest MAKES NO WARRANTIES.

AlphaBest is in no way liable for loss of customer data. Under no circumstances will AlphaBest be held accountable for any loss of customer data. By becoming an AlphaBest FileDocs user you, the customer, acknowledge that you forfeit the right to hold AlphaBest accountable for any and all technical errors, including loss of user files (customer data).

AlphaBest intends for the information contained on its Site and Services to be accurate and reliable; however, errors sometimes may occur.  In addition, AlphaBest may make changes and improvements to the information provided herein at any time.  AlphaBest PROVIDES ITS SITE AND SERVICES “AS IS,” “WITH ALL FAULTS” AND “AS AVAILABLE,” AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, alphabest, ITS AFFILIATES, RESELLERS, DISTRIBUTORS, SERVICE PROVIDERS AND/OR SUPPLIERS (EACH, An “alphabest PARTY,” AND COLLECTIVELY, THE “alphabest PARTIES”) MAKE NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED.  THE ALPHABEST PARTIES DISCLAIM ANY AND ALL WARRANTIES OR CONDITIONS, EXPRESS, STATUTORY AND IMPLIED, INCLUDING WITHOUT LIMITATION (1) WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, ACCURACY, TITLE, QUIET ENJOYMENT, NO ENCUMBRANCES, NO LIENS AND NON-INFRINGEMENT, (2) WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE, AND (3) WARRANTIES OR CONDITIONS THAT ACCESS TO OR USE OF THE WEB SITES WILL BE UNINTERRUPTED OR ERROR-FREE.  SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.  THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE FACE OF THIS CONTRACT.

H.         LIMITATIONS OF LIABILITY

IN NO EVENT WILL ANY AlphaBest PARTY BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF, BASED ON, OR RESULTING FROM THIS CONTRACT OR YOUR USE OF THE SOFTWARE OR SERVICE, EVEN IF SUCH ALPHABEST PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THE EXCLUSION OF DAMAGES UNDER SECTION I IS INDEPENDENT OF YOUR EXCLUSIVE REMEDY AND SURVIVES IN THE EVENT SUCH REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR IS OTHERWISE DEEMED UNENFORCEABLE. THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM (1) BREACH OF CONTRACT, (2) BREACH OF WARRANTY, (3) NEGLIGENCE, OR (4) ANY OTHER CAUSE OF ACTION, TO THE EXTENT SUCH EXCLUSION AND LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW.  SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.  IF YOU ARE DISSATISFIED WITH THE SERVICE, YOU DO NOT AGREE WITH ANY PART OF THIS CONTRACT, OR YOU HAVE ANY OTHER DISPUTE OR CLAIM WITH OR AGAINST ANY ALPHABEST PARTY WITH RESPECT TO THIS CONTRACT OR THE SERVICE, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICE.  In the event that, notwithstanding the foregoing disclaimers and indemnification, AlphaBest is found responsible to any Service User for any reason whatsoever, AlphaBest’s responsibility shall be limited to the amounts actually paid by such user for Services, and shall not include punitive damages or consequential or resulting damages of any nature.

I.         CHANGES TO THE SERVICE; ADDITIONAL LIABILITY LIMITATION.

WE MAY CHANGE THE SOFTWARE AND SERVICE OR DELETE FEATURES AT ANY TIME AND FOR ANY REASON.  WITHOUT LIMITING THE GENERAL NATURE OF SECTIONS I AND J, THE AlphaBest PARTIES ARE NOT RESPONSIBLE OR LIABLE FOR (1) ANY CONTENT, INCLUDING WITHOUT LIMITATION, ANY INFRINGING, INACCURATE, OBSCENE, INDECENT, THREATENING, OFFENSIVE, DEFAMATORY, TORTIOUS, OR ILLEGAL CONTENT, OR (2) ANY THIRD PARTY CONDUCT, TRANSMISSIONS OR DATA. IN ADDITION, WITHOUT LIMITING THE GENERALITY OF PRIOR PERTINENT SECTIONS, AlphaBest IS NOT RESPONSIBLE OR LIABLE FOR (1) ANY VIRUSES OR OTHER DISABLING FEATURES THAT AFFECT YOUR ACCESS TO OR USE OF THE SOFTWARE AND SERVICES, (2) ANY INCOMPATIBILITY BETWEEN THE SOFTWARE AND SERVICES AND OTHER WEB SITES, SERVICES, SOFTWARE AND HARDWARE, (3) ANY DELAYS OR FAILURES YOU MAY EXPERIENCE IN INITIATING, CONDUCTING OR COMPLETING ANY TRANSMISSIONS OR TRANSACTIONS IN CONNECTION WITH THE SOFTWARE AND SERVICES IN AN ACCURATE OR TIMELY MANNER, OR (4) ANY DAMAGES OR COSTS OF ANY TYPE ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF ANY SOFTWARE AND SERVICES AVAILABLE FROM THIRD PARTIES THROUGH LINKS.  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

J.         INDEMNIFICATION.

You agree to indemnify, defend and hold harmless, AlphaBest, its affiliates, and their respective officers, directors, employees, agents, licensors, representatives, and third party providers, to and from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from any violation of this agreement by you. AlphaBest reserves the right to assume, at its sole expense, the exclusive defense and control of any matter subject to indemnification by you, in which event you will fully cooperate with AlphaBest in asserting any available defenses.

K.        TERMINATION OF SERVICE.

AlphaBest reserves the right to terminate with reasonable notice your password, account or use of Services and delete any data, in our sole discretion, without cause and/or without notice. You may terminate your user account upon notice to AlphaBest at any time. Upon termination by AlphaBest or at your direction, you are responsible for ensuring that all data have been removed from the Service. Otherwise, ANY DATA YOU HAVE STORED ON ALPHABEST’S SYSTEMS MAY NOT BE RETRIEVED, and AlphaBest shall have no obligation to maintain any data stored in your account or to forward any data to you or any third party.

L. SUSPENSION OF SERVICE

AlphaBest reserves the right to suspend your password, account or use of service without notice for nonpayment of fees. Any data stored by a user or users in a suspended account will be held for no more than ten (10) calendar days pending payment. On receipt of payment, account access will be restored. After ten (10) calendar days, any account not paid in full will be terminated and data deleted. AlphaBest has no obligation to maintain any data stored in your account or to forward any data to you or any third party.

M.         PAYMENT OF FEES; AUTOMATIC RENEWAL.

The fees applicable for AlphaBest’s service are available at www.TalkDocs.com and as published within the Services. AlphaBest reserves the right to change the Fees or applicable charges and to institute new charges at any time, upon thirty (30) days prior notice to you (which may be sent by email to the address you have most recently provided us).

Unless specifically agreed upon in writing between User and AlphaBest at the commencement of a subscription term, or unless User notifies AlphaBest’s FileDocs administrator using the contact form (with cancellation confirmation from an AlphaBest representative) no later than fourteen (14) days prior to the conclusion of the term, at the conclusion of any service term, whether monthly, yearly, or otherwise, AlphaBest will automatically renew the service for the same term and will charge the user’s PayPal account on the first day of the renewal term.

N.        REFUND OF CHARGES.

Except as specifically set forth in this section, all Services are prepaid for the period selected (monthly, yearly or otherwise) and are non-refundable. This includes accounts that are renewed in accordance with the previous section.

Users on our free 14-day trial may cancel or downgrade their accounts, free of charge, at any time up until 14 days after their account was created. (The day of creation constitutes the first day of the 14-day trial.)

When users cancel their account, they will not be issued refunds for their most recent (or any previous) billing. The single exception to this is NON-TRIAL annual subscribers. Annual subscribers who wish to cancel and request a refund may do so within 30 days of the day on which they were charged for their account; in these cases, only a partial refund equivalent to 80% of the annual fee will be returned. Other requests for refunds may be processed at the sole discretion of an AlphaBest sales staff member.

To cancel or downgrade, please submit a request using the contact form. Upon confirmation, changes will be processed within 24 to 48 hours.

If you have a question while canceling your account, you must give our staff adequate time to respond to your message. Delays in our support system do not qualify as a reason to extend your trial period, or excuse canceling after 14 days. Cancellation requests sent via email to e-mail addresses otherwise obtained and not via the contact form will not be processed.

O.         CHOICE OF LAW AND LOCATION FOR RESOLVING DISPUTES.

These Terms of Use shall be governed by and construed in accordance with the laws of the State of California, excluding its conflicts-of-law principles. Please note that your use of the Services may be subject to other local, state, national, and international laws. You expressly agree that exclusive jurisdiction for any claim or dispute with AlphaBest or relating in any way to your use of the Services resides in the courts of California and you further agree and expressly consent to the exercise of personal jurisdiction in the courts of California in connection with any such dispute including any claim involving AlphaBest or its affiliates, subsidiaries, employees, contractors, officers, directors, telecommunication providers and content providers.

P.        EUROPEAN USERS.

By using the AlphaBest Services, Users in the European Union understand and consent to the processing of personal information in the United States.

Q.         NOTICES TO AlphaBest.

You may notify us by using the contact form.

R.         OTHER TERMS.

If any part of these terms and conditions are determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid enforceable provision that most closely matches the intent of the original provision, and the remainder of the agreement shall continue in effect.  A printed version of these terms and conditions and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these terms and conditions to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.  All rights not expressly granted herein are reserved.

S.         MISCELLANEOUS.

AlphaBest may assign this contract, in whole or in part, at any time with or without notice to you. You may not assign this contract, or any part of it, to any other party. Any attempt by you to do so is void.  ANY CLAIM RELATED TO THIS CONTRACT OR THE SOFTWARE AND SERVICE MUST BE BROUGHT WITHIN ONE YEAR.  THE ONE-YEAR PERIOD BEGINS ON THE DATE WHEN THE CLAIM FIRST COULD BE FILED. IF IT IS NOT, THEN THAT CLAIM IS PERMANENTLY BARRED. THIS APPLIES TO YOU AND YOUR SUCCESSORS.  IT ALSO APPLIES TO US AND OUR SUCCESSORS AND ASSIGNS.  The failure of AlphaBest to exercise or enforce any right or provision of the terms and conditions shall not constitute a waiver of such right or provision. The section titles in these terms and conditions are for convenience only and have no legal or contractual effect.

If you have any questions about this policy, please contact us using the contact form.