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TERMS OF SERVICE


PLEASE READ THIS “TERMS OF SERVICE” AGREEMENT CAREFULLY BEFORE USING THIS SITE OR RELATED SUB-DOMAINS.


Sfile provides this web site and all site-related services (collectively, the Site) subject to your compliance with the terms and conditions set forth in this Terms of Service Agreement (the Agreement). This Agreement governs the relationship between Sfile and you with respect to your use of the Site. It is important that you read carefully and understand the terms and conditions of this Agreement. By using the Site, you agree to be bound by this Agreement. If you do not agree to these terms and conditions, please do not use the Site. The term "you" as used in this Agreement refers, as applicable, to Site visitors, registered users and Clients.

Subject to other contractual obligations that we may have with you, we reserve the right at any time to:

  • Change the terms and conditions of this Agreement;
  • Change the Site or any feature of the Site; or
  • Change any fees or charges for use of the Site.

Any changes we make will be effective within thirty (30) days of notice, which we may provide by means including, and without limitation, posting on the Site or electronic mail. Your continued use of the Site following such changes will be deemed as acceptance of such changes. Be sure to return to this page periodically to ensure familiarity with the most current version of this Agreement (you can determine whether this Agreement has been revised since your last visit by referring to the Last Revision Date information at the bottom of this Agreement). Upon our request, you agree to sign a non-electronic version of this Agreement.

1. Registration. The service areas of the Site are for the exclusive use of entities that have entered into separate consulting agreements with us (each one, a Client) and their employees and agents. To access these areas of the Site, you must be a registered user. You agree not to transfer or resell your use of or access to the Site to any third party. If you have reason to believe that your account is no longer secure, you must promptly notify your system administrator and change your password. You are entirely responsible for maintaining the confidentiality of your USERNAME and password and for any and all activities that ARE CONDUCTED through your account.

2. Materials on the Site. The public areas of the Site include information about our services. You must retain all copyright and other proprietary notices on any Materials or other information downloaded or copied, and any such downloads or copies are subject to the terms and conditions of this Agreement. Further, the Materials (except for the Client Data) remain the property of Sfile or its licensors or suppliers.

3. Client Data and Postings. All data, information or material provided or submitted by you or the applicable Client (the Client Data), whether posted by you, such Client or by third parties, shall remain the sole property of you, such Client or such third parties, as applicable, unless specifically notified in advance. You and such Client, not Sfile, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Client Data. Sfile shall not be responsible or liable for any deletion, correction, destruction, damage, loss or failure to store any Client Data resulting from your acts or omissions. Sfile reserves the right to withhold, remove and/or discard Client Data without notice for any breach, including, without limitation, your employer's non-payment. Upon our termination for cause, you and your Client's right to access or use Client Data immediately ceases, and Sfile shall have no obligation to maintain or forward any Client Data.

4. Code of Conduct. While using the Site, Materials and/or Software, you agree not to:

  • Attempt to view, access, copy, download, modify or use any Client Data that you have not been authorized to view, access, copy, download, modify or use by the applicable Client;
  • Exceed the scope of your authorization from a Client to view, access, copy, download, modify or use such Client's Client Data;
  • Transmit (a) any Client Data or other confidential information that you are not expressly authorized to transmit; (b) any Material or information that is unlawful, fraudulent, threatening, abusive, libelous, defamatory, obscene or otherwise objectionable, or infringes our or any third party's intellectual property or other rights; or (c) any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities or other unsolicited commercial communication (except as otherwise expressly permitted by Sfile);
  • Restrict or inhibit any other visitor or registered user from using the Site, including, without limitation, by means of "hacking" or defacing any portion of the Site;
  • Use the Site, Materials or Software for any unlawful purpose;
  • Express or imply that any statements you make are endorsed by us, without our prior written consent;
  • Engage in spamming or flooding;
  • Transmit any software or other materials that contain any viruses, worms, Trojan horses, defects, date bombs, time bombs or other items of a destructive nature;
  • Modify, adapt, sub-license, translate, sell, reverse engineer, decompile or disassemble any portion of the Site or Software;
  • Remove any copyright, trademark or other proprietary rights notices contained in the Site, Materials or Software;
  • Frame or mirror any part of the Site without our prior written authorization;
  • Link to any page of or Materials on the Site other than the URL located at http://sfile.com;
  • Use any robot, spider, site search/retrieval application or other manual or automatic device or process to retrieve, index, "data mine" or in any way reproduce or circumvent the navigational structure or presentation of the Site or its Materials; or
  • Harvest or collect information about Site visitors or registered users without their expressed consent.
  • While using the Site, Materials and/or Software, you agree to comply with all applicable laws, rules and regulations.

5. Information Provided by Sfile. Sfile hopes and believes that the Materials will be helpful, but they should not be construed as legal or other professional advice on any subject matter. Sfile has endeavored to comply with legal and ethical requirements known to the Sfile personnel who compiled this Site, but Sfile is not engaged in rendering legal services, and availability or use of the Materials is not intended to create, and does not create, any attorney-client relationship between you and Sfile or any of our employees or agents.

6. Links. The Site contains links to other Internet websites that are not owned or operated by Sfile. Sfile has not reviewed all of the websites that are linked to the Site, and Sfile has no control over such sites. Unless otherwise explicitly stated, Sfile is not responsible for the Materials of such web sites, any updates or changes to such sites, or the privacy or other practices of such sites, and the fact that Sfile offers such links does not indicate any approval or endorsement of any material contained on any linked site. Sfile is providing these links to you only as a convenience.  We strongly encourage you to take precautions to ensure that whatever links you select or software you download (whether from the Site or other sites) is free of such items as viruses, worms, Trojan horses, defects, date bombs, time bombs and other items of a destructive nature.

7. Claims of Copyright Infringement. The Digital Millennium Copyright Act of 1998 (the DMCA) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. Notices and counter-notices under the DMCA with respect to the Site should be sent to Sfile, Vice President of Operations, at 2603 Augusta Drive, Houston, Texas 77057.

8. Ownership and Restrictions on Use. The Site is owned and operated by Sfile. The Materials (excluding Client Data) and any intellectual property and other rights relating thereto are and will remain the property of Sfile and its licensors and suppliers. The Materials are protected by U.S. and international copyright, trademark and other laws, and you acknowledge that these rights are valid and enforceable. You may not copy, reproduce, republish, upload, post, transmit or distribute Materials (except the Client Data) without our prior written permission. The Materials (except the Client Data) may be used solely to the extent necessary for your authorized use of the Site, as provided in this Agreement or as expressly authorized in writing by Sfile or, if so indicated in writing by Sfile, its licensors or suppliers. You acknowledge that you do not acquire any ownership rights by using the Site or the Materials.

The trademarks, logos, and service marks displayed on the Site (collectively the Trademarks) are the registered and unregistered trademarks of Sfile, Sfile’s licensors and suppliers, and others. The Trademarks owned by Sfile, whether registered or unregistered, may not be used in connection with any product or service that is not Sfile’s, in any manner that is likely to cause confusion with customers, or in any manner that disparages Sfile. Nothing contained on the Site should be construed as granting, by implication, estoppels or otherwise, any license or right to use any Trademark without the express written permission of Sfile, Sfile’s licensors or suppliers, or the third party owner of any such Trademark. Misuse of any Trademarks is prohibited, and Sfile intends to aggressively enforce its intellectual property rights in such Trademarks, including via civil and criminal proceedings.

9. Jurisdictional Issues. The Site is solely directed to individuals residing in the United States. We make no representation that Materials available on or through the Site are appropriate or available for use in other locations. Those who choose to access the Site from other locations do so on their own initiative and at their own risk, and are responsible for compliance with local laws, and if, the extent local laws are applicable. We reserve the right to limit the availability of the Site and/or the provision of any service, program, film or other product described thereon to any person, geographic area or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any such service, program, film or other product that we provide.

10. Termination. This Agreement shall remain effective until terminated in accordance with its terms. Subject to other contractual obligations between the parties regarding the same subject matter, either party may terminate this Agreement immediately upon notice to the other party. In addition, we reserve the right to immediately terminate this Agreement, and/or your access to and use of the Site or any portion thereof, at any time and for any reason, with or without cause. Upon termination of this Agreement by either party, your right to use the Site shall immediately cease, and you shall destroy all Materials (except Client Data) obtained from the Site and all copies thereof, whether made under the terms of this Agreement or otherwise.

11. Disclaimers. THE SITE, THE MATERIALS ON THE SITE, ANY PRODUCT OR SERVICE OBTAINED THROUGH THE SITE AND THE SOFTWARE ARE PROVIDED AS IS AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, SFILE AND ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. Applicable law may not allow the exclusion of implied warranties, so the above exclusions may not apply to you. NO OPINION, ADVICE OR STATEMENT OF SFILE OR ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS, AGENTS, REGISTERED USERS OR VISITORS, WHETHER MADE ON THE SITE, IN THE SOFTWARE OR OTHERWISE, SHALL CREATE ANY WARRANTY. YOUR USE OF THE SITE AND ANY MATERIALS PROVIDED THROUGH THE SITE ARE ENTIRELY AT YOUR OWN RISK. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SFILE, ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS AND AGENTS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY (A) AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SITE, (B) THAT YOUR USE OF THE SITE OR THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE OR OPERATE WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (C) THAT THE SERVICE WILL MEET CUSTOMERS REQUIREMENTS OR EXPECTATIONS, (D) THAT ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (E) THAT DEFECTS WILL BE CORRECTED, OR (F) THAT THE SITE OR THE SERVER(S) THAT MAKE THE SITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE AND THE SOFTWARE AND YOUR RELIANCE THEREON.


YOU ACKNOWLEDGE THAT YOU ARE RESPONSIBLE FOR OBTAINING AND MAINTAINING ALL TELEPHONE, COMPUTER HARDWARE AND OTHER EQUIPMENT NEEDED TO ACCESS AND USE THE SITE, AND ALL CHARGES RELATED THERETO. SFILE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. SFILE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

12. Limitation of Liability. NEITHER SFILE NOR ANY OF OUR AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS OR SPONSORS, NOR OUR OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, AGENTS OR OTHER REPRESENTATIVES, ARE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE), UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO THE SITE AND/OR MATERIALS CONTAINED ON THE SITE, THE SOFTWARE, ANY LINKED SITE OR ANY PRODUCT OR SERVICE OFFERED THROUGH THE SITE. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE, MATERIALS, SOFTWARE OR ANY LINKED SITE IS TO STOP USING THE SITE, MATERIALS, SOFTWARE OR LINKED SITE, AS APPLICABLE. EXCEPT AS EXPRESSLY AGREED OTHERWISE IN WRITING BETWEEN THE PARTIES, IN NO EVENT SHALL A PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE TO SFILE IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.

13. Indemnification. You agree to indemnify, defend and hold Sfile, our affiliates, licensors, suppliers, advertisers and sponsors, and our and their directors, officers, employees, consultants, agents and other representatives, harmless from and against any and all claims, damages, losses, costs (including reasonable attorneys fees) and other expenses that arise directly or indirectly out of or from (a) your breach of this Agreement, including any violation of the Code of Conduct above; (b) any allegation that any Client Data or other materials you submit to us or transmit to the Site infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third party; and/or (c) your activities in connection with the Site.

14. Questions. The Site is provided by Sfile. If you have any questions, comments or complaints regarding this Agreement or the Site, feel free to contact us at 2603 Augusta Drive, Houston, Texas 77057 or email us at info@sfile.com.

15. Miscellaneous. This Agreement is governed by and construed in accordance with the laws of the State of Texas, United States of America, without regards to its principles of conflicts of law. You agree to submit to the exclusive jurisdiction of any State or Federal court located in the County of Harris, State of Texas, United States of America, and waive any jurisdictional, venue or inconvenient forum objections to such courts. If any provision of this Agreement is found to be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. This is the entire Agreement between us relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral Agreements between us with respect to such subject matter, other than a fully-executed written engagement letter between you and us pursuant to which you were provided access to this Site. This Agreement may not be sublicensed, or otherwise assigned or transferred except with Sfile’s prior written consent. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained in this Agreement is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof. Please review carefully Sfile’s Privacy Policy, which is incorporated by a link herein for reference.

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