Updated: September 08, 2010
By indicating your acceptance of these Terms and Conditions of Use (this "Agreement") either by clicking on the "I AGREE" button below or by accessing the password protected website of FiledBy, Inc. ("FiledBy") located at http://www.filedby.com, or at any other related internet address (collectively, the "Site"), you agree, in your individual capacity and on behalf of the company and/or individual(s) you represent, that the you have read and agree to the following terms and conditions:
Use of Site
Certain materials may be made available to you by FiledBy through the Site (the "Content"). FiledBy grants you a limited, non-exclusive and non-transferable license to use the Content and Features made available on the Site and any copyrights, trademarks or service marks embodied therein, only in accordance with this Agreement, FiledBy's then-current service agreement, if applicable, and any other guidelines provided by FiledBy. Except as expressly provided for in this Agreement, you may not modify the Content of this Site in any way or reproduce or publicly display, perform, distribute or otherwise use such Content for any public or commercial purpose except as authorized by FiledBy through the use of approved Features. Any use of the Content on any other website or networked computer environment for any purpose is prohibited. Except as stated herein or otherwise noted on the web pages within the Site, none of the Content may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise without the prior written permission of FiledBy. FiledBy, in its sole discretion, may revoke this license at any time without prior notice to you and without liability.
Your Conduct
As a condition of your use of the Site, you represent and warrant that you shall not use the Site for any purpose that is unlawful or prohibited by this Agreement. You agree to abide by all applicable local, state, national and international laws and regulations, and you shall be solely responsible and liable for all acts or omissions that occur through the use of your Login. By ways of example, and not as a limitation, you agree:
Only to upload content, which you created, own and/or have permission to upload;
Only to upload factually accurate information;
Not to violate any copyright, trademark, trade secret or other right of any person;
Not to upload personal information about any person other than yourself without appropriate authorization.
Not to engage in any commercial activities and/or sales on the site without the permission of FiledBy, and such permission is granted through the provision of authorized Features and tools at the various subscription levels;
Not to impersonate any person, make any communication, or upload any content under false pretenses;
Not to transmit or upload any material to the Site that contains viruses, trojan horses, worms, time bombs, cancelbots, or any other harmful or deleterious programs;
Not to interfere with or disrupt the Site networks or servers;
Not to attempt to gain unauthorized access to the Site, other accounts, computer systems or networks connected to the Site, through password misuse, mining or any other means; or
Not to interfere with another authorized party's use and enjoyment of the Site.
Not to post or transmit to or from this Site any unlawful, threatening, libelous, defamatory, obscene, or pornographic material.
Not to violate any law, civil or criminal.
FiledBy has no obligation to monitor use of the Site or retain the content of any of the sessions on the Site. However, FiledBy reserves the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, legal process, governmental request or the business needs of FiledBy. You further represent and warrant to FiledBy that you: (i) have all requisite rights and authority to enter into this Agreement; and (ii) are authorized by FiledBy to access the Site. You shall immediately notify FiledBy of any breach of this Agreement.
Passwords
FiledBy may assign users a confidential login and password to access certain parts of the Site in accordance with the terms of this Agreement (a "Login"). In order to receive a Login, you may be required to provide information about yourself. You agree to provide and maintain accurate information with FiledBy. You shall maintain your Login in strict confidence and shall not: (i) disclose your Login to any other party; or (ii) allow any other party to access the Site or to obtain any information from the Site by use of your Login. If your Login is disclosed to any other party, you shall immediately inform FiledBy of such disclosure. You shall be responsible for all action taken or arising out of a misuse of your Login.
Submitted Materials
Notwithstanding anything else in this Agreement, you shall retain ownership in your own copyrightable works. However, by submitting materials to the Site, you hereby grant FiledBy a non-exclusive, perpetual, worldwide, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform such materials in connection with the Site, including without limitation for promoting and redistributing part or all of the Site (and derivative works thereof) in any media formats and through any media channels, without compensation to you or any other person. Other than personally identifiable information which is covered under the FiledBy privacy policy, any material, information or other communication you transmit or post to this Site will be considered non-confidential and non-proprietary. FiledBy will have no other obligations with respect to the such communications. You also hereby grant each user of the Site a non-exclusive license to access your submitted non-confidential materials through the Site.
Public Author Page Information Sharing
FiledBy has entered into aggrements with selected third parties such as Ingram Content Group and Copia(DMC Worldwide)(our "Authorized Content Distribution Partners"). Under these agreements, FiledBy receives and shares publicly available author, publication and similar information. The intent of these relationships is to help authors registered at FiledBy to market themselves and their work more broadly on the Internet. By posting or correcting information about works that you have created or about yourself on a publicly available author page on www.filedby.com, you agree that we may allow our Authorized Content Distribution Partners to access, use and display such information for the purpose of additional author promotion and to improve the accuracy of author information. By way of example, FiledBy provides corrected author and book information to Ingram Content Group to assist in updating incorrect or out of date information in the Ingram databases, which are used by booksellers everywhere. FiledBy also serves publicly available author information to other Authorized Content Distribution Partners, such as Copia, a website that promotes authors and sells books and ebooks.
Site Ownership
Other than the rights reserved by you as set forth above, as between you and FiledBy, FiledBy owns all rights and interest in the Site. FiledBy may remove or edit any portion of the Site, in its discretion, including without limitation, any material you submit, if it is perceived by FiledBy as inappropriate.
Communications from FiledBy
You authorize FiledBy to contact you regarding the services or Site, which FiledBy determines are important to your account or enjoyment of the Site.
Confidential Information
You may receive the confidential information of FiledBy, including information that is not publicly available, and information that is deemed to be a trade secret under applicable law (collectively, "Confidential Information"). You shall protect the Confidential Information of FiledBy with the same measures it protects your own confidential information, provided however, in no event shall your protection of the Confidential Information be less than reasonable. You agree to use Confidential Information only as authorized by FiledBy.
Links to Third Party WebSites
FiledBy may provide hyperlinks to third-party websites as a convenience to you. FiledBy does not control third party websites and is not responsible for the contents of any linked-to, third-party websites or any hyperlink in a linked-to site or the content or use thereof. FiledBy may also establish affiliate programs with third-parties to support the services provided by the Site.
Advertising
The Site or portions of the Site may be supported, in part, by advertising. You agree that FiledBy may display advertisements to your account or at any location in the Site. FiledBy shall have sole discretion as to the nature and extent of advertising on the Site.
Disclaimer
THE SITE AND ALL SITE INFORMATION AND CONTENT CONTAINED THEREIN ARE PROVIDED ON AN "AS IS" BASIS WITHOUT ANY WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, FILEDBY DISCLAIMS ALL WARRANTIES, INCLUDING THE WARRANTY OF MERCHANTABILITY, NONINFRINGEMENT OF THIRD PARTIES' RIGHTS, AND THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. FILEDBY MAKES NO WARRANTIES WITH REGARD TO THE ACCURACY, RELIABILITY, ACCESSIBILITY, COMPLETENESS, OR TIMELINESS OF ANY INFORMATION SUPPLIED. FILEDBY DOES NOT WARRANT THAT THE SITE WILL BE OPERATIONAL, SECURE, ERROR-FREE OR VIRUS FREE. YOU USE THE SITE AND ALL SITE INFORMATION AT YOUR OWN RISK. Information published at this Site may refer to products, programs or services that are not available in your country.
Indemnification
You shall indemnify, defend and hold FiledBy and its affiliates, officers, directors, employees, shareholders, members or agents harmless from all damages, liabilities and expenses (and all legal costs including attorneys' fees, court costs, expenses and settlements resulting from any action or claim) arising out of, connected with or resulting from any violation of this Agreement by you, your use of the Site or Content, or from your Login.
Limitation of Liability
IN NO EVENT SHALL FILEDBY OR ITS OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, MEMBERS OR AGENTS BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION, RESULTING FROM THE USE OR INABILITY TO USE THE SITE OR FOR INFORMATION CONTAINED THEREIN, WHETHER SUCH LIABILITY IS BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SUCH PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE TOTAL LIABILITY OF FILEDBY, ITS OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, MEMBERS AND AGENTS, UNDER THIS AGREEMENT, REGARDLESS OF THE FORM OF CLAIM OR ACTION, EXCEED, IN THE AGGREGATE, FIVE HUNDRED DOLLARS ($500.00).
Termination
FiledBy, in its sole discretion, may terminate or restrict your use or access to the Site (or any part thereof) for any reason. You may also terminate your account by providing notice to FiledBy. Upon termination, you will immediately destroy any copies of Content of this Site or other Confidential Information, whether in printed or electronic format, in your possession.
Notices
Notices to you may be made via either email or U. S. mail. FiledBy may also provide notices of changes to this Agreement or its privacy policy by displaying notices or links to notices to you generally on the Site.
Revisions
FiledBy may make changes, and you agree that your continued use of the Site thereafter constitutes your acceptance of such changes, to the terms of this Agreement, the materials and services at the Site, or the products and prices described at the Site, at any time without notice. You are responsible for reviewing this Agreement to ensure that you are aware of any changes made to the Agreement.
Digital Millennium Copyright Act
FiledBy takes allegations of infringement seriously. FiledBy reserves the right to remove any material or suspend the account of any user. If you believe that one of your works has been copied, infringed or violated, you should notify FiledBy by providing the following information: (i) a description of the work you own or control; (ii) a description of the allegedly infringing material and its location on the Site; (iii) your address, telephone number, and email address; (iv) your statement that you have a good faith belief that the use is infringing and not authorized; (v) and the following statement: "Under penalty of perjury, I have the authority to submit this notice on my behalf or on behalf of the copyright owner, the statements made in this notice are true and accurate, and I am not submitting this notice for any malicious purpose." The notice must be signed by you. Pursuant to Title 17, U.S.C. §512(c)(2), notifications of claimed copyright infringement must be sent to FiledBy’s Designated Agent. FiledBy’s Designated Agent will receive notices addressed as follows: DMCA Notices -FiledBy, Inc. at info[at]filedby[dot]com or by fax at (615) 712-8918. Your notice may not be submitted by email.
Equitable Relief
You agree that any violation or threat of violation of this Agreement relating to the intellectual property rights of FiledBy, the Login, or your confidentiality obligations hereunder may result in irreparable harm to FiledBy, for which damages would be an inadequate remedy. Therefore, in addition to any rights and remedies otherwise available at law, FiledBy shall be entitled to equitable relief, without being required to post any bond or other security, and to such other and further equitable relief as may be deemed proper under the circumstances. All remedies for any default or breach of this Agreement whether at law, in equity, or otherwise shall be non-exclusive unless expressly stated otherwise.
Parties
You and FiledBy are independent entities and neither is the partner, joint venturer or agent of the other.
Assignment
You may not assign your rights or obligations under this Agreement, in whole or in part, without the prior written consent of an officer of FiledBy, regardless of whether the assignment is by operation of law or otherwise. Subject to the foregoing restriction, any assigned agreements will be binding on, inure to the benefit of and be enforceable against the applicable parties and their respective successors and assigns.
Jurisdiction and Governing Law
This Agreement shall be construed, governed and enforced under the laws of the United States and the State of Tennessee (without regard to rules governing conflict of laws). You agree that venue for all actions, relating in any manner to this Agreement, shall be in a federal or state court of competent jurisdiction located in Davidson County, Tennessee. You consent and submit to the in personam jurisdiction of such courts, and to the extent permitted by law, consent that all services of process may be made by any nationally recognized overnight courier, or by certified or registered mail, postage prepaid and return receipt requested. You waive any objection based on forum non conveniens or venue to the extent that an action is brought in the courts identified above.
Severability
If any provision hereof is declared invalid by a court of competent jurisdiction, such provision shall be ineffective only to the extent of such invalidity, so that the remainder of that provision and all remaining provisions of this Agreement will continue in full force and effect.
Waiver
No waiver of any breach of a provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provision hereof and no waiver shall be effective unless made in writing.
Electronic Agreement and Counterparts
The parties agree that this Agreement and any other agreements and transactions between the parties may be executed by electronic means and/or in counterparts. You may print a paper copy of this Agreement to retain for your records.
Please direct your inquiries related to the Site or this Agreement to: info[at]filedby[dot]com.