Terms

Last Updated: October 11, 2017

Welcome to FileChimp, an online cloud service that helps you to send files easily. These Terms of Use are intended to explain our obligations as a service provider and Your obligations as a customer. These Terms are binding on any use of the Service and apply to You from the time that You access and start using the Service.

The FileChimp Service will evolve over time based on user feedback. These Terms are not intended to answer every question or address every issue raised by the use of the FileChimp Service.

By using the Service you acknowledge that You have read and understood these Terms of Use and our Privacy Policy and have the authority to act on behalf of any person for whom You are using the Service. You are deemed to have agreed to these Terms of Use and Privacy Policy on behalf of any entity for whom you use the Service, including 3rd party recipients to and from whom you transfer Content.

1. CHANGES TO THESE TERMS

We reserve the right to revise these Terms from time to time. We will date and post the most current version of these Terms on the FileChimp website. Any changes will be effective upon posting the revised version of these Terms (or such later effective date as may be indicated at the top of the revised Terms). If in our sole discretion we deem a revision to these Terms to be material, we will notify you via the Service and/or by email to the email address associated with your account. Notice of other changes may be provided via www.FileChimp.io (the “Site”) or related FileChimp blogs. Therefore, we encourage you to check the date of these Terms whenever you visit the Site to see if these Terms have been updated. Your continued access or use of any portion of the Service constitutes your acceptance of such changes. If you don't agree to any of the changes, we're not obligated to keep providing the Service, and you must cancel and stop using the Service.

2. ACCESS TO THE SERVICE

FileChimp grants You the right to access and use the Service via the Website on acceptance of these Terms of Use. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement.

By using FileChimp, you understand that we may send you communications or data regarding the Services, including but not limited to: (a) notices about your use of the Services, including any notices concerning violations of use; (b) updates; and (c) promotional information and materials regarding FileChimp's products and related services, via electronic mail. We give you the opportunity to opt-out of receiving promotional electronic mail from us by following the opt-out instructions provided in the message.

4. CONTENT

Except for material that we license to you, we don't claim ownership of any Content that is transmitted, stored, or downloaded by you. We also don't control, verify, or endorse the Content that you and others make available on the Service.

You hereby grant FileChimp and its contractors the right to transmit, use and disclose Content posted on the Service solely to the extent necessary to provide the Service, as otherwise permitted by these Terms, or to comply with any request of a governmental or regulatory body (including subpoenas or court orders), as otherwise required by law, or to respond to an emergency which FileChimp believes in good faith requires FileChimp to disclose information to assist in preventing the death or serious bodily injury of any person.

You represent and warrant that: (a) you have all the rights in the Content necessary for you to use the Service and to grant the rights in this Section; and (b) the storage, use or transmission of the Content doesn't violate any law or these Terms.

You will:

  1. be solely responsible for the nature, quality and accuracy of the Content, uploaded and transferred through our service;
  2. ensure that the Content (including the storage or transmission thereof) complies with these Terms and any and all applicable laws, and regulations;
  3. promptly handle and resolve any notices and claims relating to the Content, including any notices sent to you by any person claiming that any Content violates any person's rights, such as child exploitation, take-down notices pursuant to the Digital Millennium Copyright Act and any other notices; and
  4. maintain appropriate security, protection and backup copies of the Content, which may include, your use of additional encryption technology to protect the Content from unauthorized access. FileChimp will have no liability of any kind as a result of the deletion of, correction of, destruction of, damage to, loss of or failure to store or encrypt any Content.

You must immediately notify FileChimp in writing of any unauthorized use of: (a) any Content; or (b) the Service that comes to your attention. In the event of any such unauthorized use by any third party that obtained unauthorized access through you, you will take all steps necessary to terminate such unauthorized use. You will provide FileChimp with such cooperation and assistance related to any such unauthorized use as FileChimp may reasonably request.

5. LOCATION OF CONTENT STORED

The website(s), underlying database(s), files and content may be stored in various reputable data centres spread across the world to ensure a scalable and performant service. The location of these data centres may change from time to time.

6. SUSPENSION AND TERMINATION OF USE OF THE SERVICE

We reserve the right, to temporarily suspend or permanently terminate your access to the Service, in part or as a whole, at any time in our sole discretion, with or without cause, with or without notice, and without incurring liability of any kind.

We reserve the right, to temporarily suspend for investigation or permanently terminate your access to Content that appears to violate these terms, at any time in our sole discretion, with or without cause, with or without notice, and without incurring liability of any kind.

For example, we may suspend or terminate your access to or use of the Service, including access to Content, for:

  1. the actual or suspected violation of these Terms;
  2. the use of the Services in a manner that may cause FileChimp to have legal liability or disrupt others' use of the Services;
  3. the suspicion or detection of any malicious code, virus or other harmful code by you or in your account;
  4. causing brand or reputational damage to FileChimp;
  5. scheduled downtime and recurring downtime;
  6. use of excessive storage capacity or bandwidth; or
  7. unplanned technical problems and outages.

If, in FileChimp's determination, the suspension might be indefinite and/or FileChimp has elected to terminate your access to the Service, FileChimp will use commercially reasonable efforts to notify you through the Service and/or by email to the email address associated with your Content. You acknowledge that if your access to the Service is suspended or terminated, you may no longer have access to the Content that is stored with the Service.

Content in the service that, in FileChimp's determination, violate these terms, may be marked as suspicious for further investigation.

Upon termination by FileChimp, for reasons other than cause, any existing Content previously uploaded by you will be lost.

7. ACCEPTABLE USE

You must not use the Service to harm others or the Service. For example, you must not use the Service to harm, threaten, or harass another person, organization, or FileChimp and/or to build a similar service or website. You must not: damage, disable, overburden, or impair the Service (or any network connected to the Service); resell or redistribute the Service or any part of it; use any unauthorized means to modify, reroute, or gain access to the Service or attempt to carry out these activities; or use any automated process or Service (such as a bot, a spider, or periodic caching of information stored by FileChimp) to access or use the Service. In addition, you promise that you will not and will not encourage or assist any third party to:

  1. Modify, alter, tamper with, repair or otherwise create derivative works of any Software;
  2. Reverse engineer, disassemble or decompile the software used to provide or access the Service, including the Software, or attempt to discover or 3. Recreate the source code used to provide or access the Service, except and only to the extent that the applicable law expressly permits doing so;
  3. Use the Service in any manner or for any purpose other than as expressly permitted by these Terms, the Privacy Policy, any User Guides or any other policy, instruction or terms applicable to the Service that are available on the Service ("Policies");
  4. Sell, lend, rent, resell, lease, sublicense or otherwise transfer any of the rights granted to you with respect to the Services to any third party; remove, obscure or alter any proprietary rights notice pertaining to the Service;
  5. Access or use the Service in a way intended to improperly avoid incurring fees or exceeding usage limits or quotas;
  6. Use the Service in connection with the operation of nuclear facilities, aircraft navigation, communication systems, medical devices, air traffic control devices, real time control systems or other situations in which the failure of the Service could lead to death, personal injury, or physical property or environmental damage;
  7. Use the Service to:
    1. engage in any unlawful or fraudulent activity or perpetrate a hoax or engage in phishing schemes or forgery or other similar falsification or manipulation of data;
    2. send unsolicited or unauthorized junk mail, spam, chain letters, pyramid schemes or any other form of duplicative or unsolicited messages, whether commercial or otherwise;
    3. store or transmit inappropriate Content, such as Content:
      1. involving child exploitation,
      2. containing unlawful, defamatory, threatening, pornographic, abusive, libelous or otherwise objectionable material of any kind or nature,
      3. containing any material that encourages conduct that could constitute a criminal offense, or
      4. in a way that violates or infringes upon the intellectual property rights or the privacy or publicity rights of any person or entity or that may otherwise be unlawful or give rise to civil or criminal liability;
    4. store or transmit any Content that contains or is used to initiate a denial of service attack, software viruses or other harmful or deleterious computer code, files or programs such as Trojan horses, worms, time bombs, cancelbots, or spyware; or
    5. abuse, harass, stalk or otherwise violate the legal rights of a third party;
  8. Interfere with or disrupt servers or networks used by FileChimp to provide the Service or used by other users' to access the Service, or violate any third party regulations, policies or procedures of such servers or networks or harass or interfere with another user's full use and enjoyment of any Software or the Service;
  9. Access or attempt to access FileChimp's other accounts, computer systems or networks not covered by these Terms, through password mining or any other means;
  10. Cause, in FileChimp's sole discretion, inordinate burden on the Service or FileChimp's system resources or capacity; or
  11. Share passwords or other access information or devices or otherwise authorize any third party to access or use the Software or the Service.

FileChimp reserves the right, in its sole discretion, to suspend your usage of the service in accordance with the Suspension and Termination clause above, change any custom or vanity URLs, custom links, or vanity domains you may obtain through the Services, or remove your content for any reason or for no reason. FileChimp may exercise such right at any time, with or without prior notice. We will make all judgments concerning the applicability of these guidelines in our sole and exclusive discretion. We reserve the right, in our sole discretion, to determine whether and what action to take in response to each such notification, and any action or inaction in a particular instance will not dictate or limit our response to a future complaint. We will not assume or have any liability for any action or inaction with respect to any Content.

FileChimp reserves the right, in its sole discretion, or in conjunction with law enforcement agencies, to report your use of the FileChimp system in any way that involves unlawful use to the relevant law enforcement agencies.

8. UPDATES TO THE SERVICE

FileChimp reserves the right, in its sole discretion, to make necessary unscheduled deployments of changes, updates or enhancements to the Service at any time. We may add or remove functionalities or features, and we may suspend or stop a Service altogether.

9. THIRD PARTY SERVICES AND CONTENT

All transactions using FileChimp's services are between the transacting parties only. The Services may contain features and functionalities linking you or providing you with certain functionality and access to third party content, including Web sites, directories, servers, networks, systems, information and databases, applications, software, programs, products or services, and the Internet as a whole; you acknowledge that we are not responsible for such content or services. We may also provide some content to you as part of the Services. However, FileChimp is not an agent of any transacting party, nor or we a direct party in any such transaction. Any such activities, and any terms associated with such activities, are solely between you and the applicable third-party. Similarly, we are not responsible for any third party content you access with the Services, and you irrevocably waive any claim against us with respect to such sites and third-party content. FileChimp shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You are solely responsible for your dealings with any third party related to the Services, including the delivery of and payment for goods and services. Should you have any problems resulting from your use of any third party services, or should you suffer data loss or other losses as a result of problems with any of your other service providers or any third-party services, we will not be responsible unless the problem was the direct result of our breaches.

10. PROPRIETARY RIGHTS

As between FileChimp and you, FileChimp or its licensors own and reserve all right, title and interest in and to the Service and all software and other items used to provide the Service, other than the rights explicitly granted to you to use the Service in accordance with this Terms. No title to or ownership of any proprietary rights related to the Service is transferred to you pursuant to these Terms. All rights not explicitly granted to you are reserved by FileChimp. In the event that you provide comments, suggestions and recommendations to FileChimp with respect to the Service (including, without limitation, with respect to modifications, enhancements, improvements and other changes to the Service) (collectively, "Feedback"), You hereby grant to FileChimp a world-wide, royalty free, irrevocable, perpetual license to use and otherwise incorporate any Feedback in connection with the Service.

11. PRIVACY

In order to operate and provide the Service, we collect certain information about you. As part of the Service, we may also automatically upload information about your computer or device, your use of the Service, and Service performance. We use and protect that information. You further acknowledge and agree that we may access or disclose information about you, including the Content, in order to: (a) comply with the law or respond to lawful requests or legal process; (b) protect the rights or property of FileChimp or our customers, including the enforcement of our agreements or policies governing your use of the Service; or (c) act on a good faith belief that such access or disclosure is necessary to protect the personal safety of FileChimp employees, customers, or the public.

We retain the right to block or otherwise prevent delivery of any type of file, email or other communication to or from the Service as part of our efforts to protect the Service, protect our customers, or stop you from breaching these Terms.

12. COOKIES

FileChimp places several cookies on your computer for the purpose of facilitating your use of the service and to find out how the service may be improved. Cookies are small text files that are stored on your computer by your browser when you visit a website. Examples are: your language preferences, remembering email addresses of yourself and recipients and acceptance of the Terms of Use and Privacy Policy.

FileChimp uses cookies for a) functional purposes, b) Analytical purposes and c) advertisement purposes

13. NO WARRANTY

FileChimp PROVIDES THE SERVICE "AS IS", "WITH ALL FAULTS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FileChimp MAKES NO (AND SPECIFICALLY DISCLAIMS ALL) REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF HARMFUL COMPONENTS, THAT THE CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED, OR ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF ANY COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. SOME JURISDICTIONS DO NOT ALLOW THE FOREGOING EXCLUSIONS. IN SUCH AN EVENT SUCH EXCLUSION WILL NOT APPLY SOLELY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

14. INDEMNIFICATION

To the extent permitted by law, You will defend FileChimp against any cost, loss, damage, or other liability arising from any third party demand or claim that any Content provided by you, or your use of the Service, in breach of these Terms: (a) infringes a registered patent, registered trademark, or copyright of a third party, or misappropriates a trade secret (to the extent that such misappropriation is not the result of FileChimp's actions); or (b) violates applicable law or these Terms. FileChimp will reasonably notify you of any such claim or demand that is subject to your indemnification obligation.

15. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL FileChimp, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR (A): ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, REVENUE, GOODWILL, USE OR CONTENT) HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, NEGLIGENCE OR OTHERWISE, EVEN IF FileChimp HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF FileChimp AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS, RELATING TO THE SERVICES WILL BE LIMITED TO THE GREATER OF AN AMOUNT EQUAL TO THREE MONTHS OF YOUR SERVICE FEE (IF ANY) FOR THE SERVICE OR TWO DOLLARS ($2.00). THE LIMITATIONS AND EXCLUSIONS ALSO APPLY IF THIS REMEDY DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES. IN SUCH AN EVENT THIS LIMITATION WILL NOT APPLY TO YOU TO THE EXTENT PROHIBITED BY LAW.

16. CONTRACTING PARTY; GOVERNING LAW; LOCATION FOR RESOLVING DISPUTES

You are contracting with FileChimp, an MH Interactive Ltd Venture, with an address at Suite 5c, 10 Canaveral Drive, Rosedale, Auckland, 0632, New Zealand. The laws of New Zealand govern the interpretation of these Terms and apply to claims for breach of these Terms, regardless of conflict of laws principles. The parties specifically exclude from application to these Terms the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. All other claims, including claims regarding consumer protection laws, unfair competition laws, and in tort, will, only to the extent required by applicable law, be subject to the laws of New Zealand, or if you live outside the New Zealand, the laws of the country in which you reside. You and we irrevocably consent to the exclusive jurisdiction and venue of the courts for New Zealand, for all disputes arising out of or relating to these Terms. FileChimp may assign this contract to another entity at any time with or without notice to you.

17. NOTICES

We may send you, in electronic form, information about the Service, additional information, and information the law requires us to provide. We may provide required information to you by email at the address you specified when you signed up for the Service or by access to a website that we identify. Notices emailed to you will be deemed given and received when the email is sent. If you don't consent to receive notices electronically, you must stop using the Service. You may provide legal noticed to us via email to legal@FileChimp.io, with a duplicate copy sent via registered mail, return receipt requested, to the following address: FileChimp, MH Interactive Limited, P.O. Box 89176, Torbay, Auckland, 0742, New Zealand. Any such notice, in either case, must specifically reference that it is a notice given under these Terms.

18. MISCELLANEOUS

1. Severability; Entire Agreement

These Terms apply to the maximum extent permitted by relevant law. If a court holds that we cannot enforce a part of these Terms as written, you and we will replace those terms with similar terms to the extent enforceable under the relevant law, but the rest of these Terms will remain in effect. This is the entire contract between you and us regarding the Service. It supersedes any prior contract or oral or written statements regarding your use of the Service.

2. Assignment and transfer

We may assign, transfer, or otherwise dispose our rights and obligations under this contract, in whole or in part, at any time without notice. You may not assign this contract or transfer any rights to use the Service.

3. Independent Contractors; No third-party beneficiaries

FileChimp and you are not legal partners or agents; instead, our relationship is that of independent contractors. This contract is solely for your and our benefit. It is not for the benefit of any other person, except for permitted successors.

4. Claims

Claims must be filed within one year. You must bring any claim related to these Terms or the Service within one year of the date you could first bring the claim, unless your local law requires a longer time to file claims. If it isn't filed in time, the claim is permanently barred.

5. Waiver

The failure of either party to insist upon or enforce strict performance of any of the provisions of these Terms or to exercise any rights or remedies under these Terms will not be construed as a waiver or relinquishment to any extent of such party's right to assert or rely upon any such provision, right or remedy in that or any other instance; rather, the same will remain in full force and effect.

FileChimp does not tolerate content that appears to infringe any copyright or other intellectual property rights or otherwise violates these Terms and will respond to notices of alleged copyright infringement that comply with the law and are properly provided to us. Such notices can be reported by visiting our contacts page at and notifying us. We reserve the right to delete or disable Content alleged to violate these Terms and to terminate repeat infringers. Your notice must include the following information:

20. INTELLECTUAL PROPERTY NOTICES

FileChimp and the FileChimp logo are including without limitation, either trademarks, service marks or registered trademarks of FileChimp and/or MH Interactive Limited, and may not be copied, imitated, or used, in whole or in part, without FileChimp's prior written permission or that of our suppliers or licensors. Other product and company names may be trade or service marks of their respective owners.

FileChimp may have patents, patent applications, trademarks, copyrights, or other intellectual property rights covering subject matter that is part of the Service. Unless we have granted you licenses to our intellectual property in these Terms, our providing you with the Service does not give you any license to our intellectual property. Any rights not expressly granted herein are reserved.

All contents of the Site and Services including but not limited to design, text, software, technical drawings, configurations, graphics, other files, and their selection and arrangement are: Copyright © FileChimp, and/or the proprietary property of its suppliers, affiliates, or licensors. All Rights Reserved.


Feedback