This AXIFILE Service Agreement (the "Agreement") describes
the terms and conditions on which AXIFILE ("we" or "our
company") offer services to you ("Customer" or
"You"). By registering for or using AXIFILE services,
Customer agrees to be bound by the following terms and conditions.YOU
AGREE THAT BY USING THE SERVICE YOU REPRESENT THAT YOU ARE LEGALLY
ABLE TO ENTER INTO THIS AGREEMENT. This Agreement constitutes the
entire and only agreement between us and you, and supersedes all prior
or contemporaneous agreements, representations, warranties and
understandings with respect to the Site, the content, products or
services provided by or through the Site, and the subject matter of
this Agreement.
1. AXIFILE Services
Subject to the terms and conditions of this Agreement, AXIFILE
makes certain Services available to Customer. For the purposes of this
Agreement: (a) "Customer" (or "you") means the
indidual or business entity that is using or registering to use the
Services, including its employees and agents; (b) AXIFILE
"Services" means those electronic or interactive services
offered by AXIFILE. AXIFILE Online reserves the right to change or
discontinue any of the Services at any time. Good legal standing that
can form legally binding contracts under applicable law. Customer
hereby represents and warrants that it is duly licensed to do business
and is in good legal standing in the jurisdictions in which it does
business (during the term of this Agreement) that it is not a
competitor of AXIFILE, and that the person agreeing to this Agreement
for Customer is at least eighteen years of age and otherwise capable
of and authorized to enter binding contracts for Customer.
2. Ownership
You acknowledge that all materials (except those uploaded by users)
provided on this Web site, including but not limited to information,
documents, products, logos, graphics, sounds, gui, software, and
services (collectively "Materials"), are provided either by
AXIFILE or by their respective third party authors, developers and
vendors (collectively "Third Party Providers") and the
underlying intellectual property rights are owned by AXIFILE and/or
its Third Party Providers. Elements of the Web site are protected by
trade dress and other laws and may not be copied or imitated in whole
or in part. AXIFILE, the AXIFILE logo and other AXIFILE products
referenced herein are trademarks of AXIFILE, and may be registered in
certain jurisdictions. All other product names, company names, marks,
logos, and symbols may be the trademarks of their respective owners.
3. Acceptable Use
You agree to not use AXIFILE's Service to:
a. upload, post, email, transmit or otherwise make available
any Content that spreads messages of terror or depicts torture or
death-gui; if serious enough, the content will be reported to the
appropriate legal authority and/or the member's ISP will be
contacted;
b. harm minors in any way, this includes any form of child pornography;
if serious enough, the content will be reported to the appropriate
legal authority and/or the member's ISP will be
contacted;c. upload, post, email, transmit or otherwise make
available any Content that infringes any patent, trademark, trade
secret, copyright or other proprietary rights of any party.
3.1 Illegality/Adult Content
AXIFILE neither sanctions nor permits site content or the transmission
of data that contains illegal or obscene material or fosters or
promotes illegal activity, including but not limited to, gambling, the
offering for sale of illegal weapons, and the promotion or publication
of any material that may violate hate crimes legislation.
AXIFILE reserves the right to immediately suspend or terminate any
account or transmission that violates this policy, without prior
notice.
Further, should Customer violate this policy, AXIFILE will actively
assist and cooperate with law enforcement agencies and government
authorities in collecting and tendering information about Customer,
Customer's site, the illegal or obscene content, and those persons
that may have inappropriately accessed, acquired, or used the illegal
or obscene content.
3.2 Wrongful Conduct
Customer shall not commit or permit wrongful or damaging acts which
justify civil action including, but not limited to, posting of
defamatory, scandalous, or private information about a person without
their consent or intentionally inflicting emotional distress.
3.3 Access and Interference
Violations or attempts to violate AXIFILE systems or to interrupt
AXIFILE services are strictly prohibited, and may result in criminal
and civil liability. Examples of system violations include, without
limitation:
(a) Unauthorized access to or use of AXIFILE Services, including any
attempt to probe, scan or test the vulnerability of a system or to
breach security or authentication measures without express
authorization of AXIFILE; or (b) Interference with Service to any
customer or network including, without limitation, flooding, or
deliberate attempts to overload a system and broadcast attacks; or (c)
Use of any device, software, or routine to interfere or attempt to
interfere with the proper working of the Services; or (d) Any action
that imposes an unreasonable or disproportionately large load on
AXIFILE's infrastructure
Customer shall not decompile, disassemble, decrypt, extract, reverse
engineer or otherwise attempt to derive the source code of the
"software tools" (including the tools, methods, processes,
and infrastructure) underlying the Services or any other software on
the AXIFILE Web site.
3.4 Copyright or Trademark Infringement
AXIFILE Services may be used only for lawful purposes. Transmission,
distribution or storage of any material in violation of any applicable
law or regulation, including export control laws, is prohibited. This
includes, without limitation, material protected by patent, copyright,
trademark, service mark, trade secret or other intellectual property
rights. If you use another party's material, you must obtain prior
authorization. By using the Services, you represent and warrant that
you are the author and copyright owner and/or proper licensee with
respect to any hosted content and you further represent and warrant
that no content violates the trademark or rights of any third party.
AXIFILE reserves the right to suspend or terminate a Customer's
transmission(s) that, in AXIFILE's discretion, violates these
policies or violates any law or regulation.
3.5 Misuse of System Resources
Customer shall not misuse system resources including, but not limited
to, employing content which consume excessive CPU time or storage
space; utilizing excessive bandwidth; or resale of access to content
hosted on AXIFILE servers.
3.6 Other Activities
Whether lawful or unlawful, AXIFILE reserves the right to determine
what is harmful to its Customers, operations or reputation, including
any activities that restrict or inhibit any other user from using and
enjoying the Service or the Internet.
Please be aware AXIFILE reserves the right to cancel any account or
transmission they find in violation of any of the above policies. If
appropriate, AXIFILE will refer complaints to law enforcement
authorities, and in such case, AXIFILE will actively assist law
enforcement agencies with the investigation and prosecution of any
such activities, including surrendering Customer account and data
information.
Complaints about violators of our Policy should be sent via e-mail to
abuse@AXIFILE.com. Each complaint will be investigated
and may result to immediate cancellation of Services without prior
notice.
4. No Warranty
You expressly understand and agree that: (a) your use of the Service
is at your sole risk. AXIFILE Services are provided on an "as
is" and "as available" basis. AXIFILE and its
suppliers, to the fullest extent permitted by law, disclaim all
warranties, including but not limited to warranties of title, fitness
for a particular purpose, merchantability and non-infringement of
proprietary or third party rights. AXIFILE and its suppliers make no
warranties about the accuracy, reliability, completeness, or
timeliness of our Services, software, or content; (b) AXIFILE 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) the quality of 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) any material downloaded or otherwise
obtained through the use of the Service is done at your own discretion
and risk and that you will be solely responsible for any damage to
your computer system or loss of data that results from the download of
any such material; (d) no advice or information, whether oral or
written, obtained by you from us or through or from the Service shall
create any warranty not expressly stated in these terms and
conditions.
5. Indemnity
You agree to defend, indemnify, and hold harmless AXIFILE, its
affiliates, officers, directors, employees and agents, from and
against any claims, actions or demands, including without limitation
reasonable legal fees, alleging or resulting from your use the
Service, or your breach of this Agreement or other AXIFILE policies,
terms and conditions.
6. Limitation of Liability
Your use of AXIFILE is at your own risk. If you are dissatisfied with
any aspect of our Service or with these terms & conditions, or any
other rules or policies, your sole remedy is to discontinue use of the
Service. You expressly understand and agree that AXIFILE shall not be
liable for any direct, indirect, incidental, special, consequential
exemplary damages, including but not limited to, damages for loss of
profits, goodwill, use, data or other intangible losses (even if we
have 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 goods and services resulting from any goods,
data, information or services purchased or obtained or messages
received or transactions entered into through or from the Service;
(III) unauthorized access to or alteration of your transmissions or
data; (IV) statements or conduct of any third party on the service; or
(V) any other matter relating to the Service.
7. Modifications to Agreements, Policies or to our Services
We reserve the right to change this Service Agreement at any time
without notice. We also reserve the right at any time to modify or
discontinue the Service, temporarily or permanently, with or without
notice to you. You agree that we shall not be liable to you or any
third party for any modification, suspension or discontinuance of the
Service. You acknowledge that we may establish general practices and
limits concerning use of the Service, including the maximum disk space
that will be allotted on AXIFILE's servers on your behalf, and the
maximum number of times (and the maximum duration for which) you may
access the Service in a given period of time. Further, you acknowledge
that AXIFILE may change subscription fees at any time without notice.
Changes in subscription fees will take effect on expiration of any
existing Customer subscription.
8. Termination
8.1 Without limiting other remedies, AXIFILE may immediately
issue a warning, suspend (i.e., lock out access and operation of
Services for Customer) either temporarily or indefinitely, or
terminate Customer's account and refuse to provide Services to
Customer if: (a) AXIFILE believes that Customer have violated or acted
inconsistently with this Agreement, or any of our policies; or (b)
Customer have failed to pay fees or other payments due to AXIFILE; or
(c) AXIFILE is unable to verify or authenticate any information
Customer provides to AXIFILE; or (d) AXIFILE believes that
Customer's actions may cause legal liability for Customer,
AXIFILE's other clients, or AXIFILE.
AXIFILE may also in its sole discretion and at any time discontinue
providing the Service, or any part thereof, with or without notice.
You agree that any termination of your access to the Service under any
provision of these terms and conditions may be effected without prior
notice, and acknowledge and agree that AXIFILE may immediately
deactivate, archive or delete your account and all related information
and data and/or any further access to such data or the Service.
Further, you agree that AXIFILE shall not be liable to you or any
third-party for any termination of your access to the Service.
Upon termination of this Agreement by either Customer or AXIFILE, all
of Customer rights under this Agreement, and AXIFILE's provision
of Services, will terminate immediately.
8.2 4 ("No
Warranty"), 5 ("Indemnity"), 6 ("Limitation Of
Liability") and this Section 8 will survive any termination of
this Agreement.
9. Miscellaneous
These terms and conditions will be governed by and construed in
accordance with the laws of the Israel, excluding that
body of law governing conflict of laws. Any legal action or proceeding
relating to or arising out of these Terms or your use of the Web site
will be brought in a federal or state court in Israel,
and you submit to the venue and personal jurisdiction of
such court. If any provision of these Terms is held to be invalid or
unenforceable, such provision will be enforced to the greatest extent
possible and the remaining provisions will remain in full force and
effect. Headings are for reference purposes only and in no way define,
limit, construe, or describe the scope or extent of such section.
AXIFILE's failure to act with respect to a breach by Customer or
others does not waive AXIFILE's right to act with respect to
subsequent or similar breaches. No action by Customer arising under
this Agreement may be brought at any time more than twelve (12) months
after the facts occurred upon which the cause of action arose.
9.1 RelationshipCustomer and AXIFILE are independent contractors, and no
agency, partnership, joint venture, employee-employer or
franchiser-franchisee relationship is intended or created by this
Agreement.
9.2 AssignmentCustomer may not assign any of its
rights, or delegate any of its duties, under this Agreement, and any
attempted assignment will be null and void.
9.3 ForceMajure.
Operation of our Services may be interfered with by numerous factors
outside of our control and we shall not be liable to you for any delay
or failure in performance under this Agreement resulting directly or
indirectly from causes beyond AXIFILE's control.
9.4 Interpretation
If any provision of this Agreement is held to be invalid or
unenforceable, such provision shall be struck, as narrowly as
possible, and the remaining provisions shall be enforced. Headings are
for reference purposes only and in no way define, limit, construe or
describe the scope or extent of such section.
9.5 AXIFILE Confidential Information
You represent and warrant to AXIFILE that (a) you are not a competitor
of AXIFILE, (b) you shall keep publicly unannounced information and
materials pertaining to AXIFILE, pre-release software, testing or
testing procedures strictly confidential and (c) you shall not use any
information gained from access to the AXIFILE Web site or use of the
AXIFILE Services to compete with AXIFILE in its business.
9.6 Exceptions
Except for other agreements or terms appearing on the Web site, this
Agreement set forth the entire understanding and agreement between us
with respect to the subject matter hereof.
Additional Information
Any questions relating to our Legal Agreements
and Policies may be directed to legal@axifile.com.
Abuse management: Click here Illegal files will be removed immetiately after notice.
Furthermore we will add them to our file-filter, so they can't be
uploaded again. Just write an e-mail to our abuse management and send
us the exact links to the files.
|
