Terms of Service Agreement
Last Updated September 20, 2014
1. ACCEPTANCE OF TERMS
FileThis, Inc. (“FileThis”) welcomes you. FileThis provides its FileThis Professional Services Module (the “Professional Services”) subject to the following Terms of Service (“TOS”), which, will be updated from time to time. When we update the TOS we will send you an email to the email address associated with your account. You agree that such an email will constitute notice to you. You may review the most current version of the TOS at your convenience at: http://www.filethispro.com/about/TOS..xxxxxx. YOUR USE OF the Service INDICATES THAT YOU ACCEPT THE TERMS OF THESE TOS. If you have any problems or reservations regarding our Terms of Service, please do not use FileThis products and let us know if we can help.
2. DESCRIPTION OF SERVICE
FileThis Professional Service is designed especially for accounting professionals (“Professional(s)”). It allows Professionals to invite their clients to join the FileThis consumer based-service that will help your clients retrieve and organize their financial records. This will make it easier for you to prepare their tax returns and provide professional services. Professional Service has its own dashboard that helps you keep track of your Clients’ use of FileThis.
FileThis does not claim to be able to provide all documents necessary for you to provide your professional services. It is still your and your client’s job to double check that all documents that you need have in fact been retrieved. It is possible that in some cases FileThis will not have retrieved certain documents for various reasons and it is also possible that your client may have deleted certain documents that are needed by you. Double Check!
3. MEMBER ACCOUNT, PASSWORD AND SECURITY
You will create a password and account designation (login) as part of the Service’s registration process. You are responsible for maintaining the confidentiality of your password and account and are fully responsible for all activities that occur under your password or account.
You agree to (a) immediately notify FileThis of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you sign out of your account at the end of each session.
You agree to indemnify and hold FileThis and its subsidiaries, affiliates, officers, agents, employees, partners and licensors harmless from any claims, suits, complaints, damages, awards, losses or demands, including attorneys’ fees (“Claims”), made by any third party, including your clients, related to your and your clients’ use of FileThis.
5. MODIFICATIONS TO SERVICE
FileThis reserves the right from time to time to improve, modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that FileThis shall not be liable to you, your clients or to any third party for any Claims arising from the modification, suspension or discontinuance of the Service, including any Claims arising from the loss of Content or an interruption of business caused by the suspension or discontinuance of the Service.
You agree that FileThis may, under certain circumstances and without prior notice, immediately terminate your FileThis account and access to the Service. Cause for such termination may include, but shall not be limited to, (a) breaches or violations of the TOS or other FileThis agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by you (self-initiated account deletions), (d) discontinuance or material modification to the Service (or any part thereof), (e) unexpected technical or security issues or problems, (f) extended periods of inactivity, (g) engagement by you in fraudulent or illegal activities, and/or (h) nonpayment of any fees owed by you in connection with the Service.
7. DISPUTE RESOLUTION
FileThis wants to address concerns without either party resorting to a lawsuit. Before filing a lawsuit, both parties agree to try to resolve the dispute by contacting the other party and using their best faith efforts to achieve a resolution.
YOU AGREE THAT BY ENTERING INTO THIS AGREEMENT and/or using the SERVICE, YOU AND FILETHIS ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. YOU AND FILETHIS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. ANY ARBITRATION SHALL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED.
ANY arbitrations shall be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes of the American Arbitration Association (“AAA“), as modified by this section. For any claim where the total amount of the award sought is $10,000 or less, the AAA, you and FileThis must abide by the following rules: (a) the arbitration shall be conducted solely based on written submissions; and (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties. If the claim exceeds $10,000, the right to a hearing will be determined by the AAA rules, and the hearing (if any) must take place in San Francisco, CA. The arbitrator’s ruling shall be binding and may be entered as a judgment in any court of competent jurisdiction. In the event this agreement to arbitrate is held unenforceable by a court, then the disputes that would otherwise have been arbitrated shall be exclusively brought in the state or federal courts located in San Francisco, California. Claims of infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret shall be exclusively brought in the state and federal courts located in San Francisco, California.
8. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
a. YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. FILETHIS AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
b. FILETHIS MAKES NO WARRANTY THAT: (i) THE SERVICE WILL MEET YOUR REQUIREMENTS; (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; (iv) THAT ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS; AND (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
c. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM FILETHIS OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS.
9. LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT FILETHIS AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF FILETHIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICE. (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT; OR (iv) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT SHALL FILETHIS BE LIABLE TO YOU FOR MORE THAN THE AMOUNT OF MONEY RECEIVED BY FILETHIS FROM YOU.
10. EXCLUSIONS AND LIMITATIONS
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 LIMITATIONS OF SECTIONS 11 AND 12 MAY NOT APPLY TO YOU.
11. NO THIRD-PARTY BENEFICIARIES
You agree that there shall be no third-party beneficiaries to this agreement.
FileThis may provide you with notices, including those regarding changes to the TOS, by email, regular mail or postings on the Service.
The term “FileThis” is the trademark of FileThis, Inc.
This TOS constitutes the entire agreement between you and FileThis and governs your use of the Service. ● This TOS and the relationship between you and FileThis shall be governed by the laws of the State of California without regard to its conflict of law provisions. ● You and FileThis agree to submit to the personal and exclusive jurisdiction of the courts located within the County of San Francisco, California. ● The failure of FileThis to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. ● If any provision of the TOS is found by an arbitrator or court of competent jurisdiction to be invalid, the parties nevertheless agree that the arbitrator or court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the TOS remain in full force and effect. ● You agree that regardless of any statute, or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred. ● The section titles in the TOS are for convenience only and have no legal or contractual effect.