TERMS OF SERVICE AGREEMENT

Last Updated September 13, 2021

Thank You for using FileSpace.com ("Website").   FileSpace.com is a website that provides space to store files and the bandwidth to access such files.  FileSpace.com is operated and provided by Bayside Ltd, 112 Bonadie Street, Kingstown, St. Vincent & the Grenadines (referred to herein as "Company", "We" or "Our").  These terms of service (“Terms”, “Conditions” or “Provisions”) govern users’ access to and use of Our websites and services "Services" so please carefully read them before using Our Services.

By registering or using any of the services provided through or in connection with this Website, the users ("You" or "Your") hereby agree to be legally bound by the Provisions contained in this Terms of Service Agreement ("Agreement").

Before becoming a member of this Website by completing the online registration process, You must read, understand and agree to the Provisions contained herein. If You find any of these Provisions unacceptable, You acknowledge that Your sole remedy shall be to cease current, as well as, future usage of this Website with immediate effect.

You may use the Services only in compliance with these Terms.  You may use the Services only if You have the power to form a contract with Company and are not barred under any applicable laws from doing so.  The Services may continue to change over time as we refine and add more features.  We may stop, suspend or modify the Services at any time without prior notice to You.  We may also remove any content from our Website or Services at our discretion.

This Agreement is subject to revisions, modifications or alterations at any time without any prior or post notice to anyone. Such revisions, modifications or alterations shall come into effect as soon as they are posted on this Website. Your use of this Website signifies Your implied acceptance of such revised, modified or altered Agreement.

1. ELIGIBILITY

This Website and any features thereof shall be open for use for any individual, corporation, joint stock company, partnership firm, sole proprietorship or any other person who is capable of entering into a valid contract with the Company under the laws applicable in Saint Vincent and the Grenadines. Membership in the service is void where prohibited. By using this Website or any features thereof, You represent and warrant that:

a.     You have the right, authority, and capacity to enter into this Agreement;

b.     If You are an artificial person created by any statute, You fulfill all the statutory requirements to enter into this Agreement;

c.     You are not involved in a business similar, or substantially similar, to that of the Company;

d.     You are of the age of maturity as applicable and defined under the applicable laws in Saint Vincent and the Grenadines, i.e., of or above the age of eighteen (18) years;

e.     You shall abide by all the Terms and Conditions contained herein;

f.      You will not allow any ineligible person (natural or artificial) to have access to any of the materials contained herein; and

g.     Your use of this Website or any features thereof does not violate any applicable law or regulation.

2. MEMBERSHIP

Every registered member of this Website shall be assigned a unique username and password. You shall be responsible:

a.     For maintaining the confidentiality and security of Your password as well as the combination of Your username and password;

b.     For all kinds of disclosure of Your password as well as the combination of Your username and password to any third party;

c.     For using the account, username and/or password of any other member;

d.     For all uses of Your account, whether authorized or unauthorized; and

e.     To notify the Company without any delay, if You suspect any unauthorized use of Your account or access to Your password.

By becoming a registered member of this Website, You represent and warrant that:

a.     You do not hold or maintain any other membership account with the Website;

b.     You have provided true, valid, accurate, complete and updated information as required in the online registration form; and

c.     You shall update Your membership information in case of any change at any time while Your membership to the Website subsists.

We reserve the right to suspend or terminate any membership account for no or any reason whatsoever including, without limitation, violation of any of the provision(s) contained herein.

3. FEES

Joining the Website is absolutely free of any charges. However, the Company reserves the right, in its sole discretion, to charge for any service(s) being offered or any future service(s) to be offered on or through this Website.

4. PROPRIETARY RIGHTS OF WEBSITE CONTENT

This Website contains text, files, images, pictures, photos, logos, video, sounds, musical works, software, works of authorship, or any other materials (collectively, "Content") belonging to the Company. Such Content is protected by the relevant copyright, trademark, patent, trade secret and other laws relating to the type of intellectual property. The Company owns and retains all rights in the Website Content (“Content” is defined as Company owned and to be differentiated from “content,” such as Your content and other third party content as discussed outside of this section).

The Company hereby grants You a limited, revocable, non-sub-licensable license to reproduce and display the Website Content, excluding any software code, solely for Your personal use in connection with accessing or using the Website and/or any features thereof.

5. OTHER CONTENT

The Services we provide may contain links to third-party websites or resources.  Company does not endorse and is not responsible or liable for third-party website availability, accuracy, the related content, products, or services.  You are solely responsible for Your use of any such websites or resources.  Also, if we provide You with any software under an open source license, there may be provisions in those licenses that expressly conflict with these Terms, in which case the open source provisions will apply.

6. COMPANY SERVICES ARE AVAILABLE AS IS

THE SERVICES AND SOFTWARE ARE PROVIDED "AS IS" AT YOUR OWN RISK, WITHOUT THE EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND.  WE ALSO DISCLAIM ANY WARRANTIES OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

Company shall have no responsibility for any harm to Your computer system, loss or corruption of data, or other harm that results from Your access to or use of the Services or Software.

7. USER POSTED AND STORED CONTENT

Files and other content in the Services may be protected by intellectual property rights of others.  Please do not copy, upload, download, or share files unless You have the right to do so.  You, not Company, will be fully responsible and liable for what You copy, share, upload, download or otherwise use while using the Services.  You hereby agree that You will not upload spyware or any other malicious software to the Service.

You, and not Company, are responsible for maintaining and protecting all of Your files, data and information.  Company will not be liable for any loss or corruption of Your files, data and information, or for any costs or expenses associated with backing up or restoring any of Your files, data and/or information.

By posting and storing content on the Website servers, You represent and warrant that:

a.     You own the content or otherwise have requisite permissions to use such content accordingly;

b.     Such content does not violate the privacy rights, publicity rights, intellectual property rights, contract rights or any other rights of any person;

c.     You shall be responsible for payment of any kinds of royalties, fees or any other amount owing to any person by reason of such posted or stored content;

d.     You shall be solely responsible and liable for such posted and stored content, including without limitation, for archiving the content and for any lost or irrecoverable content;

e.     You shall maintain the content in accordance with the applicable legal obligations.

The Company reserves the right to delete any content, which in its sole discretion, is found to be in violation of any of the provision(s) contained herein.

The Company reserves the right, in its sole discretion, without any obligation, to monitor, review, modify and remove the user posted and stored content.

The Company does not claim any control over the user posted and stored content, nor does it endorse such content. Such user posted and stored content does not necessarily reflect the opinions or policies of the Company. The Company makes no warranties, express or implied, as to the user posted and stored content or to the accuracy and reliability of such content.

If Your contact information or other information related to Your account, changes, You must notify us promptly and keep said information current.  The Services are not intended for use by You if You are under 18 years of age.  By agreeing to these Terms, You are representing to Company that You are over 18.

8. PROHIBITED CONTENT

In case the user posted and stored content contains any of the following prohibitions, the Company may, in its sole discretion, exercise its right to terminate the membership of the offending member and forfeit such member's earnings, in addition to temporarily or permanently deleting the offending files from our servers.

The prohibited content, without limitation, includes:

a.     Unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;

b.     Child pornography, violence, or offensive subject matter or contains a link to an website containing illegal content;

c.     Harmful to or involving minors in any way;

d.     Infringement of any patent, trademark, trade secret, copyright or other intellectual proprietary rights of any person;

e.     Involving the transmission of spam or junk mail;

f.      Solicitation of passwords or personally identifying information for commercial or unlawful purposes from other users;

g.     Involves commercial activities and/or sales, such as contests, sweepstakes, advertising, or pyramid schemes;

h.     Providing instructional information about illegal activities, including without limitation, making or buying illegal weapons, gambling, promoting hate crimes, etc.; and

i.      Any Content that consumes excess storage space, bandwidth and resources on our servers, whether directly permissible or not.

9. PROHIBITED CONDUCT

In case Your conduct involves any of the following actions, the Company may, in its sole discretion, exercise its right to terminate the membership of the offending member and forfeit such member's earnings.

The prohibited conduct, without limitation, includes:

a.     Creating multiple accounts;

b.     Downloading own files continuously, with or without a proxy;

c.     Offering cash or any other incentives to other users as an allurement to download Your files;

d.     Forcing others by any means to download Your file;

e.     Obtaining downloads illegitimately using technical or non-technical measures, including without limitation, multiple registrations;

f.      Advising or coercing other users to stop using the Website and/or register on other Websites;

g.     Exchanging download links with other affiliates, and entering into other similar arrangements with the affiliates;

h.     Promoting Your download links in a manner which violates the terms of another site or company;

i.      Coercing into or otherwise instructing users to download Your files multiple times;

j.      Splitting files into more than three (3) parts;

k.     Promoting a download method, which, directly or indirectly, bypasses our surveys;

l.      Uploading fake files;

m.   Sending unsolicited or junk mail, chain letters, spam, or other similar communications;

n.     Transmitting or otherwise making available any material containing software viruses, worms, Trojans or any other computer code, files or programs designed to disrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

o.     Trying to impersonate any person or entity;

p.    Using framing techniques on the Website; or

q.     Shared use of account, for profit or non-profit; Accounts used by ‚Debrid‘ services.

r.     Any kind of artificially generated traffic, using of botnets, etc...

s.     Requesting payout from non-affiliate account if premium sale earnings was generated using referral or file download link of another account of acquirer or another non-affiliate user by prior conspiracy.

t.     Generating sales on non-affiliate accounts without real content sharing(using referral links only or files with worthless "fake" content).

z.     Any other illegal action or omission.

The Company reserves the right to fully cooperate with, and assist, law enforcement agencies and governmental authorities should they ask for our assistance or cooperation in any investigations involving the conduct of the users of this Website in any manner whatsoever. Furthermore, if we suspect, in our sole discretion, any user's conduct as being illegal in any manner whatsoever, we reserve the right to report such user and the corresponding offensive conduct to the appropriate law enforcement agencies.

10. CHILD PROTECTION

The Company understands the risks and dangers posed to children by online services, similar to those provided through the Website. Therefore, we have strictly prohibited any content which contains or constitutes any harm to minors, including without limitation, child pornography or any kind of child exploitation, to be posted and/or stored on our Website servers.

Furthermore, we reserve the right to fully cooperate with, and assist, law enforcement agencies and governmental authorities, such as the National Center for Missing & Exploited Children and the administrative tribunals, for investigation and evidence collection purposes in case they suspect any unlawful activity involving child exploitation on or through the Website. We may, without any limitation, disclose any user profile(s), files, folders, data, transmissions, communications or any other content to such law enforcement agencies and governmental authorities.

Furthermore, we reserve the right to terminate the membership of such offending user(s) with immediate effect, including forfeiture of any earnings. Moreover, all offending content shall be deleted forthwith from the servers of our Website.

You can report any content that You suspect involves child exploitation in any manner whatsoever by contacting us with all the relevant details of the suspected prohibited content.

11. ACCOUNT SECURITY

You are responsible for safeguarding the password that You use to access the Services and You agree not to disclose Your password to any third party. You are responsible for any activity using Your account, whether or not You authorized that activity. You should immediately notify Company of any unauthorized use of Your account. You acknowledge that if You wish to protect Your transmission of data or files to Company, it is Your responsibility to use a secure encrypted connection to communicate with the Services.

12. SOFTWARE AND UPDATES

Some use of our Service requires You to download a client software package "Software."  Company hereby grants You a limited, nonexclusive, nontransferable, revocable license to use the Software, solely to access the Services. Your license to use the Software is automatically revoked if You violate these Terms in a manner that implicates our intellectual property rights. We hereby reserve all rights not expressly granted in these Terms. You must not reverse engineer or decompile the Software, nor attempt to do so, nor assist anyone else to do so. Our Services may update the Software on Your device automatically when a new version is available. Our pause syncing feature pauses syncing of Your files, but may not cease all data transfer, so You should exit the desktop client if You'd like to stop data transfer.

13. COMPANY PROPERTY AND FEEDBACK

These Terms do not grant You any right, title, or interest in the Services, Software, or the content in the Services. While we appreciate it when users send us feedback, please be aware that we may use any feedback, comments, or suggestions You send us or post in our forums without any obligation to You. The Software and other technology we use to provide the Services are protected by copyright, trademark, and other laws of both the United States and foreign countries. These Terms do not grant You any rights to use the Company trademarks, logos, domain names, or other brand features.

14. INTELLECTUAL PROPERTY RIGHTS POLICY

The Company respects the Intellectual Property Rights of the rights holders and we encourage the members and the users of this Website to give due respect to such rights of the rights holders.  You acknowledge having read and agree to the Company’s Digital Millennium Copyright Act (DMCA) Policy, which is set forth at www.filespace.com/dmcapolicy.html

Any content infringing on the copyrights of any person is strictly prohibited from being posted and stored on the servers of this Website. Any user found in violation of this provision is liable for termination of his/her member account, in addition to permanently deleting such offensive content.

Without limiting the foregoing, if You believe that Your rights are being infringed on our Website, You are encouraged to contact us for the corrective action. We will require the following information, consistent with the DMCA, to redress the complaint effectively and timely including, but not limited to:

a.     An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;

b.     A description of the copyrighted work that You claim has been infringed;

c.     A description where the material that You claim is infringing is located on Website;

d.     Your address, telephone number, and email address;

e.     A written statement to the effect that You are acting on good faith belief that the disputed use of the work is not authorized by the copyright owner, its agent, or the law; and

f.      A statement to the effect made under penalty of perjury, that the above information in Your notice is accurate and that You are the copyright owner or authorized to act on behalf of the copyright owner.

Our Designated Copyright Agent for notice of alleged copyright infringement while using our Services is: Lewis Kohn & Walker LLP, 15030 Avenue of Science, Suite 201, San Diego, CA 92128, USA. Please refer to Our DMCA Policy as posted.  We will respond to notices of alleged copyright infringement if they comply with the law and are properly provided to us as set forth above.  We reserve the right to delete or disable content alleged to be infringing and to terminate any infringers. 

15. PRIVACY POLICY

You acknowledge having read and agree to the Company’s Privacy Policy, which is set forth at www.filespace.com/privacy.html .   As You acknowledge and agree, this Privacy Policy describes the ways we collect information from and about You, and what we do with the information, so that You may decide whether or not to provide information to us.

 

16. INDEMNITY

You agree to indemnify and hold the Company and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Content You submit, post, store, transmit or otherwise make available through the Website, Your use of the Website, Your violation of this Agreement, Your violation of any rights of another, or any other loss suffered by the Company on account of Your direct or indirect conduct.

17. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL COMPANY, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) DAMAGES, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT COMPANY HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; (B) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES MORE THAN THE GREATER OF $20 OR THE AMOUNTS PAID BY YOU TO COMPANY FOR THE PAST THREE MONTHS OF THE SERVICES IN QUESTION. Some States do not allow the types of limitations in this paragraph, so they may not apply to You.

18. MODIFICATIONS TO SERVICE

The Company reserves the right to restrict, modify, suspend or discontinue, temporarily or permanently, the Website (or any features thereof) with or without notice, at any time and from time to time. You agree that the Company shall not be liable to You or to any third party for any restriction, modification, suspension or discontinuance of the Website (or any features thereof).  By continuing to access or use the Services after revisions and/or modifications become effective, You agree to be bound by the revised terms.  If You do not agree to the new terms, please stop using our Services.

19. ADVERTISERS' LINKS

The Company disclaims Your communications or subsequent transactions with the advertisers or promoters, whose links can be found on or through this Website, including without limitation, payment and/or delivery of related goods or services, and/or any other terms, conditions, warranties or representations associated with such dealings. You acknowledge and agree that the Company shall not be responsible or liable for any loss or damage incurred as a result of any such dealing(s) or as a result of the presence of such advertisers' links on the Website.

20. DISCLAIMERS

a.     The Company shall not be responsible for any incorrect or inaccurate content posted or stored on the servers of the Website or in connection with any features thereof, whether caused by users of the Website or by any of the equipment or programming associated with the Website;

b.     The Company shall not be responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any of the features offered through the Website;

c.     Appearance of any linked website on this website shall not imply implicit or explicit approval or endorsement of such linked website by the Company. You access such third party websites at Your own sole risk. The Company assumes no responsibility for any third party advertisements that are posted on this Website, nor does it take any responsibility for the goods or services offered by such advertisers.

d.     The Company shall not be liable for any technical malfunction of telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email on account of technical problems or traffic congestion on the Internet or at any website or combination thereof, including injury or damage to users and/or members or to any other person's computer related to or resulting from participating or downloading materials in connection with this Website.

e.     The Company shall not be responsible for the online or offline conduct of any user of the Website.

f.      The Company shall not be liable for any loss or damage, resulting from use of the Website, from any Content posted or stored on the servers of the Website, or from the online or offline conduct of any user(s) of the Website.

g.     The Website is provided on an ‘AS IS’ and ‘AS AVAILABLE’ basis. Therefore, the Company disclaims any warranty of fitness for a particular purpose or non-infringement in relation with Your use of the Website.

h.     The Company does not guarantee any specific results from use of the Website.

i.      No advice or information, whether oral or written, obtained by You from the Website shall create any warranty not expressly stated in this Agreement.

21. JURISDICTION

THESE TERMS AND THE USE OF THE SERVICES AND SOFTWARE WILL BE GOVERNED BY ST. VINCENT & THE GRENADINES LAW EXCEPT FOR ITS CONFLICTS OF LAWS PRINCIPLES. ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES OR SOFTWARE MUST BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF ST. VINCENT, AND BOTH PARTIES CONSENT TO VENUE AND PERSONAL JURISDICTION THERE. 

22. ADDITIONAL MISCELLANEOUS LEGAL TERMS

a.     This Agreement constitutes the entire agreement between You and the Company with respect to the Services, and supersedes and replaces any other agreements, terms and conditions applicable to the Services.

b.     These Terms and Conditions create no third party beneficiary rights.

c.     The failure of the Company to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision.

d.     The Section Titles in this Agreement are for convenience only and have no legal or contractual effect.

e.     This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.  If a Provision and/or Term is found unenforceable, an enforceable term and/or provision will be substituted into the Agreement to reflect Company's intent as closely as possible.

f.      You may not assign any of Your rights in and to these Terms and Conditions, and any attempt to do so shall be void. Company may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with these Services.

g.     You and Company are not legal partners or agents.