Fileverse - Terms of Service

These Terms of Service (Terms) are between Fileverse (Fileverse, Us, We or Our) and you (You or Your) and Your Users. You agree to these Terms on behalf of You and Your Users, and these Terms shall bind You and Your Users.

You acknowledge that these Terms are binding, and consent to these Terms by either clicking for acceptance or these Terms or registering to use or access the Services including sites or Fileverse.io mobile application (Sites).

Our Acceptable Use Policy forms part of these Terms and is available at https://docs.fileverse.io/acceptable-use. Our Privacy Policy provides information about how we collect, use, disclose and otherwise handle your Personal Data. It also provides further information as to how you can update, manage, export and delete your information.

Definitions
In these Terms unless the context indicates a contrary intention:
Affected Obligations has the meaning given to that term in the definition of Force Majeure Event.
Affected Party has the meaning given to that term in the definition of Force Majeure Event.
Business Day means a day excluding a Saturday, Sunday or public holiday in the Jurisdiction.
Consumer Law means any applicable Law, statute, regulation, ordinance, code, standard or requirements of any government, governmental or semi-governmental body from time to time in force which relates to or affects consumer protection.
Documentation means the user guides and other documents provided with the SaaS Services.
Force Majeure Event means an event beyond the reasonable control of a party including any act, event or cause being:
1. an act of God, peril of the sea, accident of navigation, war, sabotage, riot, act of terrorism, insurrection, civil commotion, national emergency (whether in fact or Law), martial law, fire, lightning, flood, cyclone, earthquake, landslide, storm or other adverse weather conditions, explosion, power shortage, epidemic, quarantine, radiation or radioactive contamination;
2. an action or inaction of a Government Agency, including expropriation, restraint, prohibition, intervention, requisition, requirement, direction or embargo by legislation, regulation, decree or other legally enforceable order; or
3. termination or withdrawal by Third Party providers of any of the products, facilities or services used to provide the Services, or other service disruptions involving hardware, software of power systems within such party’s possession or reasonable control and denial of service attacks,
to the extent that the act, event or cause directly results in a party (Affected Party) being prevented from or delayed in performing one or more of its material obligations under these Terms (Affected Obligations).
Government Agency means any government or any public, statutory, governmental (including a local government), semi-governmental or judicial body, entity, department or authority and includes any self-regulatory organisation established under statute in the relevant jurisdiction.
Information means any information, whether oral, graphic, electronic, written or in any other form, including:
1. forms, memoranda, letters, specifications, processes, procedures, statements, formulae, technology, inventions, trade secrets, research and development Information, know-how, designs, plans, photographs, microfiche, business records, notes, accounting procedures or financial Information, sales and marketing Information, names and details of customers, suppliers and agents, employee details, reports, drawings and data;
2. copies and extracts made of or from that Information and data, whether translated from the original form, recompiled, partially copied, modified, updated or otherwise altered; and
3. samples or specimens disclosed by either party.
Insolvency Event means any one or more of the following events occurring in respect of a person:
1. a resolution is passed for the winding up of that person (other than for the purposes of reconstruction or amalgamation, which, in the case of a party, is on terms which have been previously approved in writing by the other party);
2. a liquidator, provisional liquidator or receiver or receiver and manager, voluntary administrator, or administrator of a deed of company arrangement is appointed to all or any part of the property of that person;
3. a receiver, receiver and manager, voluntary administrator or an administrator of a deed of company arrangement, is appointed to, or a mortgagee takes possession of, all or any part of the business or assets of that person;
4. that person makes any composition or arrangement or assignment with or for the benefit of its creditors;
5. that person or any creditor appoints a voluntary administrator or a resolution is passed for that person to execute a deed of company arrangement;
6. that person ceases, or threatens to cease to carry on its business;
7. that person becomes unable to pay its debts as and when they become due; or
8. any event analogous or equivalent to the events described in paragraphs (a) to (g) occurs in respect of that person.
Intellectual Property Rights means all present and future intellectual and industrial property rights conferred by statute, at common law or in equity and wherever existing, including:
1. patents, inventions, designs, copyright, trade marks, brand names, product names, domain names, database rights, rights in circuit layouts, plant breeder's rights, know how, trade secrets and any other rights subsisting in the results of intellectual effort in any field, whether or not registered or capable of registration;
2. any application or right to apply for registration of any of these rights;
3. any registration of any of those rights or any registration of any application referred to in paragraph (b); and
4. all renewals, divisions and extensions of these rights.
Law means:
1. principles of law or equity established by decisions of courts;
2. statutes, regulations or by-laws, of a Government Agency; and
3. requirements and approvals (including conditions) of a Government Agency that has the force of law,
of any jurisdiction of a country in which We operate or You reside in or which is otherwise applicable to these Terms.
Loss means any loss, damage, cost or expense.
Our Materials means all of Our materials, such as software, application programming interface, design, text, editorial materials, Informational text, photographs, illustrations, audio clips, video clips, artwork and other graphic materials, and names, logos, trademarks and services marks (excluding Your Data), any and all related or underlying technology and any modifications, enhancements or derivative works of the foregoing.
Personal Data means anything that is defined as personal data (or an equivalent term) or as sensitive Information in the relevant Privacy Laws.
Privacy Law means any applicable Law, statute, regulation, ordinance, code, standard or requirements of any government, governmental or semi-governmental body of any jurisdiction of a country in which We operate or You reside in or which is otherwise applicable to these Terms, from time to time in force which relates to or affects privacy and data protection rights, health information or Personal Data.
Related Entity has the meaning given to that term in the Corporations Act 2001 (Cth).
Services means the sites and services including any software which are to be provided by Us to You.
Third Party means a party other than Us or You.
User means You and any individual You authorise to access and use the Services.
Your Data means Your data or data supplied by or on behalf of You that is hosted on the Services.
Services
1. Subject to these Terms, We will provide the Services to You. We will use reasonable endeavours to perform the Services in accordance with these Terms.
2. Without prejudice to any other right or remedy under these Terms available to Us, Our ongoing provision of Services is subject always to You complying with these Terms.
3. You will be responsible for all actions taken using your logon and password.
4. You will be responsible for the content of all of Your Data for complying with all applicable Laws in respect of Your Data.
5. We may make any repairs, modifications, additions and upgrades to the Services, including engaging in system maintenance, as it deems necessary or desirable.
6. You agree that the Services are provided "as-is" and that Your decision to enter into these Terms is not contingent on the delivery of any future functionality or features.
Your obligations
1. To use the Services, You must create an account with Us (Account). In doing so, and through Your use of the Services, You agree that You:
  1. will provide Us with complete and accurate registration Information about you;
  2. must not make the Services available to anyone other than the Users;
  3. must use commercially reasonable efforts to prevent unauthorised access to or use of the Services, and notify Us promptly of any such unauthorised access or use;
  4. are responsible for the accuracy, quality and legality of all of Your Data;
  5. are responsible for all acts and omissions of Users as if they were Your acts and omissions;
  6. must take all reasonable steps to mitigate the risk inherent in the use of the Services (such as loss of Your Data) including performing regular backups of all of Your Data and if necessary, having business continuity plans in place in accordance with standard industry practice;
  7. are responsible for providing the services and equipment necessary to make use of the Services, which includes, without limitation, internet connectivity;
  8. must use the Services only in accordance with these Terms and applicable Laws;
  9. must not interfere with or disrupt the integrity or performance of the Services;
  10. undertake to promptly notify us in writing if you become aware of any unauthorised access or use of your Account and/or any breach of these Terms;
  11. must not resell, rent, loan, sub-license, lease, distribute or license the use of, or attempt to grant any rights to, the Services to any Third Party, including but not limited to using the Services to operate a service bureau;
  12. must not post, link to, or otherwise communicate or distribute any misleading or deceptive, inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful material or information, including any material or information that We deem inappropriate, or otherwise use the Services in a manner which is unlawful or would infringe the rights of another person (including any Intellectual Property Rights);
  13. not use Your username and Password to breach security of another User's Account, solicit information (including login information) or access another User's Account, or attempt to gain unauthorised access to another network or server;
  14. not interfere with anyone else's use and enjoyment of the Services;
  15. must not introduce to the Services, or use the Services to, store or transmit a Malicious Code;
  16. must not attempt to gain unauthorised access to the Services or its related systems or networks; and
  17. must comply with all reasonable directions provided by Us with respect to the Services.
2. You acknowledge that We may terminate the Services as set out at clause 14 due to a failure by You or Your User to comply with these Terms.
3. You acknowledge that You will be solely responsible and liable for any losses, damages, liability and expenses incurred by Us or a third party, due to any unauthorised usage of the Account by either you or any other User or Third Party on your behalf.
Your Data
1. When You use our Services, Your Data may involve your files, content, messages, contacts, and other materials that you chose to share with us. Your Data remains your property, and these Terms do not grant Us any rights to it, except for the limited rights necessary for Us to provide our Services.
2. We require Your permission to perform actions such as hosting, backing up, and sharing Your Data upon your request. We access, store, and scan Your Data. You authorise Us to do this, and this permission extends to Our affiliates and trusted Third Parties we collaborate with.
3. You agree to be solely responsible for Your Data. You warrant and represent that Your Data will not violate these Terms.
4. You retain all intellectual property rights in Your Data, in accordance with clause 9(f) of these Terms.
5. Where Your Data contains material from Third Parties, you warrant that You have obtained the consents (including those pursuant to any relevant copyright Laws) to do so.
6. You represent and warrant that:
  1. You own Your Data or have the necessary licences, rights, consents and permissions to publish Your Data that you upload to the Services;
  2. Your Data will not infringe the Intellectual Property Rights of any Third Party; and
  3. Your Data will not cause you to breach these Terms.
Your Account and Administration of your Account
1. Our Services offer two options, Users can:
  1. create an Account with us to access the full range of Services, or
  2. use Our Services without an account, which will grant you access to Our Services in a limited way.
2. We use Privy.io to help facilitate Account creation. Privy.io is a platform that provides tools for secure identity management and account verification.
3. Upon creation of an Account via Privy.io, We will seek that You connect Your crypto wallet or social media account to streamline Account setup and for verification purposes. In the event that You lose access to an Account or otherwise request Information about an Account, We reserve the right to request from You any verification We deem necessary before restoring access to or providing Information about such Account.
4. You are solely liable and responsible for understanding the settings, privileges and controls for the Services and for controlling whom You permit to become a User, including without limitation, the right for a User to invite other Users. You are responsible for the activities of all of your Users, including how such Users use Your Data. Further, You acknowledge that any action taken by a User of Your Account, is deemed by Us as an authorised action by You.
Passwords
1. You may only access the Services by entering the password You created during the Account registration process (which may include access via a Third Party account as per clauses 5(b) and 7) or which is updated by you from time to time (Password).
2. You agree that You will not share, disclose, or permit disclosure of Your Password, let anyone else access Your Account or do anything that would risk the security of your Account, and You must take steps to ensure that others do not gain access to Your Password.
3. You are solely responsible for maintaining the security and confidentiality of Your Password, and for any and all statements made, and acts or omissions that occur through the use of Your username and Password.
4. You may elect to change the Password at any time using the facility provided on the Services or through the Third Party account connected to your Account.
5. You must immediately notify Us of any Password which is lost, inoperable or used in an unauthorised manner, or if You become aware of an unauthorised access or use of Your Password to access the Services.
6. We are not responsible for, and will not be liable for, unauthorised access or use by a Third Party, damage, destruction or misuse of Your Data, or for any loss, damage, claims, costs or expenses arising out of the use or misuse of Your Password.
Third Party Account Connection
1. The Services allow You to connect with Third Party features and integrations, this includes Privy.io. However, We do not own or operate these third-party offerings. If You choose to access or use any Third Party features or integrations, You do so at your own risk. We are not responsible for any actions or omissions by the Third Party, nor for the availability, accuracy, or quality of their related content, products, or services.
2. Notwithstanding clause 14, We reserve the right to terminate Your access to the Services if any issues arise from Third Party accounts connected to your Account. This includes, but is not limited to, disruptions, malfunctions, or violations of terms of service associated with such Third Party accounts. We will provide you with notice of termination and an opportunity to address any issues, if possible, before finalising the termination.
Data Security
1. As between the parties, You own all of Your Data.
2. You grant Us a non-exclusive, royalty-free, irrevocable, worldwide licence to:
  1. use Your Data in an aggregated anonymised form for Our internal business purposes, including to improve the Services;
  2. share Your Data in an aggregated anonymized form with Our Related Entities and other Third Parties We may contract with from time to time.
3. In providing the Services, We will:
  1. maintain reasonable administrative, physical and technical safeguards for protection of the security, confidentiality and integrity of Your Data; and
  2. not access Your Data other than in accordance with these Terms.
4. We will use commercially reasonable endeavours when performing the Services (including improving access to the Services) to ensure that Your Data is not corrupted, deleted or subjected to unauthorised use, and that no errors are introduced to Your Data.
5. Your Data will be available via IPFS and stored on Filecoin unless we terminate the Services in accordance with these Terms.
6. At any time prior to, termination of your use of the Services, You may request in writing, and We will provide, or allow You to download, a copy of Your Data in an industry standard format, within 21 days of the relevant request.
Intellectual Property
1. You acknowledge and agree that all Intellectual Property Rights in the Services, inclusive of Our Materials are and shall remain Our property, and nothing in these Terms should be construed as transferring any aspects of such rights to You or any Third Party.
2. We grant You and Your Users a non-exclusive, non-transferable, royalty-free licence to use and access the Services, during a Subscription Term, solely for Your internal purposes.
3. You agree not to reverse engineer the Services.
4. You will not use or access the Services to, and will take reasonable measures to ensure that Your Users do not use or access the Services to:
  1. build a competitive product or service;
  2. make or have made a product or service using similar ideas, features, functions or graphics of the Services;
  3. make derivative works based upon the Services;
  4. remove, modify or obscure any copyright, trade mark or other proprietary rights that appear on the Services; or
  5. "frame", "mirror" or otherwise copy any features, functions or graphics of the Services.
5. You will immediately notify Us if You become aware that the Services may infringe the Intellectual Property Rights of a Third Party.
6. To the extent You provide any of Your Data in connection with the Services, it is hereby agreed that We shall have no rights in connection with Your Data, except as expressly permitted in these Terms. You hereby grant Us a non-exclusive, non-transferable, royalty free licence (including the right to sub-license) to use, copy, edit, adapt and communicate Your Data during the Subscription Term for the sole purpose of providing the Services in accordance with these Terms and to adapt that Data into an anonymised form and You perpetually irrevocably licence Us to use, adapt, copy and communicate that anonymised Data.
Privacy
1. You undertake to ensure that You and Your Users will comply with the requirements of any Privacy Laws that may be applicable when using the Services and otherwise in respect of any Personal Data collected, held, accessed, used or otherwise dealt with by You in connection with these Terms, and that You and they will not do or omit to do anything to cause Us to breach such Privacy Laws.
2. You acknowledge that:
  1. from time to time in order to perform Our obligations under these Terms, We will collect Personal Data about You and Your Users;
  2. in performing Our obligations under these Terms or as otherwise required by Law, We may provide that Personal Data to Third Parties, in the country in which You reside or elsewhere.
3. You undertake to take reasonable steps to ensure that You and Your Users are aware:
  1. that We may from time to time collect Personal Data about them in order to perform Our obligations under these Terms;
  2. of Our privacy policy which is available at https://docs.fileverse.io/privacy-policy (Privacy Policy).
4. You must ensure that You have provided the appropriate notifications and procured the necessary consents or authorisations to allow Us to collect Your Data and the Personal Data referred to in this clause 9 and to use Your Data and such Personal Data as contemplated by these Terms and Our Privacy Policy and in accordance with Privacy Laws.
5. You must notify Us immediately upon becoming aware of any breach of any Privacy Laws that may be related to the operation of the Services or the Personal Data.
Warranties
1. Each party warrants that it has full legal capacity and power to enter into these Terms.
2. You warrant that You will comply with all applicable Laws and you will not engage in any act or omission to cause Us to breach any applicable Laws.
3. You warrant that You have not relied on any representation made by Us which has not been stated expressly in these Terms or upon any descriptions, illustrations or specifications contained in any document including catalogues or publicity material produced by Us.
4. Any representation, warranty, condition, guarantee, indemnity or undertaking that would be implied in, or effect, these Terms by legislation, common law, tort, equity, or by course of performance, dealing, trade, custom or usage is excluded to the maximum extent permitted by Law.
5. Nothing in these Terms excludes, restricts or modifies any consumer guarantee, right or remedy conferred by the Consumer Law or any other applicable Law that cannot be excluded, restricted or modified by agreement.
6. To the fullest extent permitted by Law, Our liability for a breach of a non-excludable guarantee referred to in this clause 11(i) is limited, at Our option, to:
  1. the supplying of the Services again; or
  2. the payment of the cost of having the Services supplied again.
Liability
1. In no event shall any party hereto and its affiliates, subcontractors, agents and vendors (including Third Party service providers), be liable under, or otherwise in connection with these Terms for any indirect, exemplary, special, consequential, incidental, or punitive damages; any loss of, or damage to data, use, business, reputation, revenue or goodwill; and/or the failure of security measures and protections, whether in contractor, tort or otherwise.
2. To the extent permitted by Law, and subject to clause 12(c), Our maximum aggregate liability to You or in connection with these Terms or its subject matter, however arising (including breach of contract, negligence, misrepresentation or other claim), is limited to the Fees paid by You to Us for the Services in the 12 months prior to the event giving rise to the liability under these Terms.
3. Nothing in these Terms operates to limit or exclude:
  1. either party's liability to the other in respect of direct Losses arising out of or in connection with:
    1. damages for bodily injury (including death) and damage to real property and tangible personal property; or
    2. any fraudulent or unlawful acts or omissions; or
    3. the indemnities set out in clause 13
Indemnity
1. We indemnify You against any and all claims by a Third Party to the extent arising from a claim by a Third Party that Your use of the Services in accordance with these Terms infringes the Intellectual Property Rights of that Third Party.
2. You will indemnify, defend and hold Us harmless against all claims, damages, obligations, liabilities, losses, reasonable expenses or costs (Losses) incurred as a result of any Third Party claim arising from:
  1. Your violation of these Terms or applicable Law;
  2. Your Data, including the use of Your Data by Us, infringing or violating, any third party's rights, including, without limitation, intellectual property, privacy and/or publicity rights.
3. If a claim is made by a party alleging Your use of the Services infringes that party's Intellectual Property Rights, We will, at Our option either:
  1. modify the Services so that they become non-infringing; or
  2. procure for You the right to continue using the Services.
4. The indemnities in this are continuing obligations, separate and independent from the other obligations of the parties, and survive termination, completion or expiration of these Terms.
5. It is not necessary for a party to incur expense or to make any payment before enforcing a right of indemnity conferred by this clause.
6. You must pay on demand any amount You must pay under the indemnities in this clause.
Termination
1. We reserve the right to terminate the Services, at our sole discretion or to transfer operation of the Services to a third party or smart contract. Prior to termination or transfer, we will provide 30 days' notice to You to provide You with enough time to make arrangements if any.
2. We may by notice in writing immediately terminate the Services (in whole or in part) if You:
  1. become unable to pay amounts owed to Us under these Terms;
  2. fail to comply with the AUP.
3. Either party may terminate these Terms immediately upon written notice to the other party if: the other party is in material breach of these Terms and:
  1. the breach is incapable of remedy;
  2. the other party fails to remedy the breach within 10 Business Days of receiving written notice of the breach from the first party;
  3. the other party is the subject of an Insolvency Event.
Consequences of Termination
If we terminate the Services in accordance with these Terms, we will stop paying for storage for your Account. You will still be able to access Your Data but Your access to parts of the Services will be limited.
Force Majeure
Neither party to these Terms will be liable for a Force Majeure Event.
General
1. Entire understanding
  These Terms contains the entire understanding between the parties concerning the subject matter of these Terms and supersedes, terminates and replaces all prior agreements and communications between the parties concerning that subject matter.
2. No adverse construction
  These Terms, and any provision of these Terms, is not to be construed to the disadvantage of a party because that party was responsible for its preparation.
3. No waiver
  1. A failure, delay, relaxation or indulgence by a party in exercising any power or right conferred on the party by these Terms does not operate as a waiver of the power or right.
  2. A single or partial exercise of the power or right does not preclude a further exercise of it or the exercise of any other power or right under these Terms.
  3. A waiver of a breach does not operate as a waiver of any other breach.
4. Severability
  Any provision of these Terms which is invalid in any jurisdiction must, in relation to that jurisdiction:
  1. be read down to the minimum extent necessary to achieve its validity, if applicable; and
  2. be severed from these Terns in any other case,
  without invalidating or affecting the remaining provisions of these Terms or the validity of that provision in any other jurisdiction.
5. Successors and assigns
  These Terms binds and benefits the parties and their respective successors and permitted assigns under clause 17(f)
6. No assignment
  1. You cannot assign, novate or otherwise transfer the benefit of these Terms without Our prior written consent.
  2. We may assign, novate or otherwise transfer the whole or part of these Terms without Your prior written consent. You agree to execute any document necessary or desirable to give effect to this clause 17(f).
7. No variation
  These Terms cannot be amended or varied except in writing signed by the parties.
8. Governing law and arbitration
  These Terms are governed by and must be construed in accordance with the laws in force Singapore in respect of all matters arising out of or relating to these Terms, its performance or subject matter.The application of the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 shall be excluded.
  The parties will use their best efforts to negotiate in good faith and settle any dispute that may arise out of or relate to this Agreement or any breach of it. If any such dispute cannot be settled amicably through ordinary negotiations between representatives of the parties, the dispute shall be referred to the management of each party who will meet in good faith in order to try and resolve the dispute. All negotiations connected with the dispute will be conducted in complete confidence and the parties undertake not to divulge details of such negotiations except to their professional advisers who will also be subject to such confidentiality obligations and such negotiations shall be without prejudice to the rights of the parties in any future proceedings. Any dispute that is unable to be resolved after thirty (30) days of the commencement of such negotiations shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this clause. The parties agree that any arbitration commenced pursuant to this clause shall be conducted in accordance with the Expedited Procedure set out in Rule 5.2 of the SIAC Rules. The seat of arbitration shall be Singapore. The Tribunal shall consist of one arbitrator. The language of the arbitration shall be English.
9. Third Parties
  A person who is not a party to this Agreement shall have no rights under the Contracts (Rights Of Third Parties) Act, Chapter 53B of Singapore, to enforce or enjoy the benefit of any term of this Agreement.
10. Notices
  Any notice or other communication to or by a party under these Terms:
  1. may be given by personal service, post or email;
  2. must be in writing, legible and in English addressed (depending on the manner in which it is given) as shown in the Particulars, or to any other address last notified by the party to the sender by notice given in accordance with this clause;
  3. is deemed to be given by the sender and received by the addressee:
    1. if delivered in person, when delivered to the addressee;
    2. if posted, at 9.00 am on the second Business Day after the date of posting to the addressee whether delivered or not; or
    3. if sent by email transmission, and no undelivered email message is received within 24 hours, at the time and the date it was sent,
    but if the delivery or receipt is on a day which is not a Business Day or is after 4.00 pm (addressee's time), it is deemed to have been received at 9.00 am on the next Business Day.
11. Counterparts
  If these Terms consist of a number of signed counterparts, each is an original and all of the counterparts together constitute the same document. A party may sign a counterpart by executing a signature page and electronically transmitting a copy of the signed page to each other party or their authorised representative.
12. Operation of indemnities
  Unless these Terms expressly provides otherwise:
  1. each indemnity in these Terms survives the expiry or termination of these Terms; and
  2. a party may recover a payment under an indemnity in these Terms before it makes the payment in respect of which the indemnity is given.
13. Further assurances
  A party, at its own expense and within a reasonable time of being requested by another party to do so, must do all things and execute all documents that are reasonably necessary to give full effect to these Terms.
14. Relationship of parties
  Unless these Terms expressly provides otherwise, nothing in these Terms may be construed as creating a relationship of partnership, of principal and agent or of trustee and beneficiary.