Effective February 2, 2023

 

FileOpen Sharebot is a cloud-based platform for controlled distribution of documents. It was developed and is operated by FileOpen Systems Inc. (“FileOpen”) but delivered as a standalone solution (“Sharebot”) distinct from FileOpen’s other offerings, with its own terms of service.

This document, the Sharebot Terms of Service ("Terms"), outlines the conditions for using Sharebot. These Terms are a legally binding contract between you and FileOpen so please read carefully. If you do not agree with these Terms, do not install or use Sharebot.

By using Sharebot you are agreeing to be bound by these Terms. If you are using Sharebot on behalf of an organization, you are agreeing to these Terms for that organization and promising to FileOpen that you have the authority to bind that organization to these Terms. In order to use Sharebot you must be legally permitted to accept these Terms.

Your use of Sharebot is subject to these Terms and to our Acceptable Use Policy.

Privacy

To operate Sharebot we must collect information about you and those accessing your documents. We use and protect that information as described in our Privacy Policy. You acknowledge your use of Sharebot is subject to our Privacy Policy and understand that it identifies how FileOpen collects, stores, and uses certain information.

Modification of these Terms

We reserve the right to modify these Terms. We will post the most current version of these Terms at www.fileopen.com/sharebot. If we make material changes to these Terms, we will notify you via Sharebot and/or by email to the address associated with your account. If you do not accept the changes, you must stop using and cancel your account by emailing info@fileopen.com. Your continued use of Sharebot after we publish or send a notice about our changes to these Terms means that you are consenting to the updated terms.

License

Subject to the terms and conditions of this Agreement, FileOpen grants you a limited, worldwide, non-exclusive, non-transferable, non-sublicensable right during the term of this Agreement for the use of Sharebot solely in connection with your internal business operations.

Support

FileOpen will provide you with technical support services relating to Sharebot in accordance with your tier of service. You acknowledge and agree that Sharebot is still in development by FileOpen and may not operate properly, be in final form or fully functional, that Sharebot may contain errors, design flaws or other problems and that FileOpen is under no obligation to update or continue to develop the Sharebot offering.

Account Registration

You must register for and maintain an account to use Sharebot. You do this via your account with Slack and in so doing you authorize us to extract from this account certain personal information such as your name and email address and other personal information that your Slack privacy settings permit us to access.

Only authorized users may use your Sharebot account. You are responsible for all activities that occur through your account. Please notify us immediately of any unauthorized use of your account or any other breach of security. If there is unauthorized use by anyone who obtained access to Sharebot directly or indirectly through you, you will take all steps reasonably necessary to terminate the unauthorized use. You will cooperate and assist with any actions taken by FileOpen to prevent or terminate unauthorized use of Sharebot.

Content

The electronic documents, “content”, that you upload and distribute via Sharebot are yours. We don't control, verify, index, read, or endorse any documents that you or others put into Sharebot.

You agree that you are solely responsible for the content you upload to Sharebot and for compliance with all laws pertaining to that content, including, but not limited to, laws requiring you to obtain the consent of a third party to use the content and to provide appropriate notices of third-party rights.

FileOpen will not be liable in any way for content that is transmitted or viewed while using Sharebot, for errors or omissions in your content, or for loss or damage of any kind incurred as a result of the use of, access to, or denial of access to your content. Although FileOpen is not responsible for your content, we may delete content, at any time without notice, if we become aware that it violates any provision of this Agreement, or any law. You retain copyright and any other rights you already hold in the content which you distribute on or through Sharebot.

FileOpen will maintain reasonable physical and technical safeguards to prevent unauthorized disclosure of or access to content in Sharebot, in accordance with industry standards. FileOpen will notify you if it becomes aware of unauthorized access to your content. FileOpen will not access, view or process your content except as provided for in this Agreement and in FileOpen’s Privacy Statement, unless authorized or instructed by you, or as required to perform its obligations under this Agreement, or as required by Law. FileOpen has no other obligations with respect to your content.

Fees and Payment

Sharebot is provided as a paid service with a free trial. If you choose a paid plan you are accepting a contract with FileOpen and you agree to pay the fees for the subscription as published at that time on the FileOpen website or agreed between us in writing. You authorize FileOpen or our payment processor to charge your credit card for your subscription fees, including all applicable taxes.

If FileOpen does not receive payment from your credit card provider, you agree to pay all amounts due upon demand and understand that FileOpen may suspend your access to Sharebot until these fees are paid. All sales are final and FileOpen will not issue refunds except as expressly provided in this Agreement. You will promptly reimburse FileOpen for any costs incurred in connection with collection of past-due amounts, including attorneys’ fees. FileOpen reserves the right to discontinue your access to Sharebot for nonpayment or late payment.

Term and Termination

The term of this Agreement begins when you register for a Sharebot subscription and remains in effect for the term of that subscription. Subscriptions are monthly or annual unless we have agreed to other terms in writing. The term of your subscription will automatically renew for the same duration unless terminated as specified in this Section.

You may terminate this Agreement at any time by sending notice to FileOpen by email to info@fileopen.com. Upon termination, your access to Sharebot will be discontinued and any content you have stored in Sharebot may be deleted. FileOpen may terminate this Agreement at any time upon 30 days’ prior written notice. If we terminate the agreement we will refund to you a pro-rata portion of any unused, prepaid fees.

We may immediately, without notice, suspend or terminate your access to Sharebot and terminate this Agreement for any violation of our Acceptable Use Policy.

Access and Modification

We do not provide you with the equipment to access Sharebot; you are responsible for all fees charged by third parties to access and use the Service (e.g., Internet access charges, Slack subscription fees). We reserve the right to modify or discontinue, temporarily or permanently, all or a part of the Sharebot offering without notice. We will not be liable to you or to any third party for any modification, suspension, or discontinuance of Sharebot, except that if we permanently discontinue Sharebot we will refund to you a pro-rata portion of any unused, prepaid fees.

Indemnification

To the extent not prohibited by law, you will defend FileOpen against any cost, loss, damage, or other liability arising from any third party demand or claim that any Content or information provided by you, or your use of Sharebot infringes a registered patent, trademark, copyright, or other intellectual property right of a third party, or misappropriates a trade secret (to the extent that such misappropriation is not the result of FileOpen's actions) or violates applicable law or these Terms. FileOpen will notify you if we become aware of any claim subject to this indemnification obligation.

Limitation of Liability

FILEOPEN’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED ONE HUNDRED DOLLARS. YOU ACKNOWLEDGE THAT THE DELIVERY AND PRICING OF THE SERVICE IS BASED ON THE UNDERSTANDING OF THIS LIMITED DOLLAR CAP ON LIABILITY.

Exclusion of Consequential Damages

IN NO EVENT WILL FILEOPEN BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT REGARDLESS OF THE LEGAL THEORY OR WHETHER OR NOT WE ARE ADVISED OF THE POSSIBLITY OF DAMAGES.

Choice of Law & Jurisdiction

This Agreement will be governed solely by the internal laws of the State of California, including without limitation applicable federal law, without reference to: (a) any conflicts of law principle that would apply the substantive laws of another jurisdiction to the parties’ rights or duties; (b) the 1980 United Nations Convention on Contracts for the International Sale of Goods; or (c) other international laws. The parties consent to the personal and exclusive jurisdiction of the federal and state courts of Santa Cruz, California.

Construction

The parties agree that the terms of this Agreement result from negotiations between them. This Agreement will not be construed in favor of or against either party by reason of authorship.

Technology Export

You shall not permit any third party to access or use Sharebot in violation of any U.S. law or regulation. Without limiting the generality of the foregoing, you shall not permit any third party to access or use the Sharebot in a country subject to a United States embargo.

Entire Agreement

This Agreement sets forth the entire Agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Neither party has relied upon any such prior or contemporaneous communications.