Terms of Use

– for ICFiles

THIS SUBSCRIBER’S TERMS AND CONDITIONS AGREEMENT FOR ICFILES (“ICFILES T&C Agreement”) IS A CONTRACT BETWEEN YOU AND SERVICE2CLIENT, LLC (“SERVICE2CLIENT”).  READ THE TERMS AND CONDITIONS SET FORTH HEREIN CAREFULLY.  IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED HEREIN OR IN ANY OTHER SERVICE2CLIENT POLICY OR AGREEMENT, DO NOT USE SERVICE2CLIENT PRODUCTS OR SERVICES, SUCH AS ICFILES. 

THIS ICFILES T&C AGREEMENT CONTAINS A BINDING MEDIATION AND ARBITRATION PROVISION WHICH AFFECTS YOUR LEGAL RIGHTS AND MAY BE ENFORCED BY THE PARTIES.  ANY CAPITALIZED TERMS NOT DEFINED HEREIN ARE DEFINED AS SET FORTH IN SERVICE2CLIENT’S GENERAL TERMS AND CONDITIONS AGREEMENT (the “T&C Agreement”).  TO THE EXTENT THIS ICFILES T&C AGREMENT CONFLICTS WITH THE T&C AGREEMENT AS TO PROVISIONS GOVERNING ICFILES, THIS ICFILES T&C AGREEMENT GOVERNS.

BY USING ICFILES, YOU EXPRESSLY REPRESENT THAT YOU WILL NOT ENGAGE, ASSIST, OR ATTEMPT TO ENGAGE OR ASSIST IN THE REVERSE ENGINEERING OF ICFILES IN ANY MANNER WHATSOEVER.  SUBSCRIBER HEREBY UNDERSTANDS AND AGREES THAT ENGAGING, ASSISTING OR ATTEMPTING TO ENGAGE OR ASSIST IN THE REVERSE ENGINEERING OF ICFILES IS A DIRECT VIOLATION OF THIS AGREEMENT AND SHALL SUBJECT SUBSCRIBER TO LIABILITY.

Service2Client provides a file encryption and file transfer product and service, with various features, including storage, email database, email notifications, key folders, and customized access to documents and data (“ICFiles”).  In consideration of the use of ICFiles by the owner or holder of an ICFiles Account (the “ICFiles Account Holde”), Administrator (the “Admin”), Super Administrator (the “Super Admin”), Super Super Administrator (the “SS Admin”), or customer/clients of an Admin, Super Admin, or SS Admin (the “Users”) (collectively referred to herein as, “Subscriber”), Subscriber agrees to the terms and conditions set forth in the ICFiles T&C Agreement, as well any other agreements that may govern Subscriber’s relationship, directly or indirectly, with Service2Client, including but not limited to the General T&C Agreement, and as amended from time to time.

Description of ICFiles Products and Services:

Generally.  The ICFiles is a Product and Service of Service2Client, as stated in the T&C Agreement. ICFiles provides an encrypted password protected portal (the “ICFiles Portal”) for both an encrypted file storage system (“EFS”) and an encrypted transfer system (“ET”).  The EFS and ETS allow documents to be stored, selectively made available, and shared between Subscribers all while preserving the document in an encrypted form through an ICFiles account (the “ICFiles Account”) which is accessible through the ICFiles Portal. The ICFiles Account is managed as specified hereinbelow by the ICFiles Account Holder, SS Admin and/or Super Admin.

Storage.  The primary purpose of ICFiles is not an archival service, but rather a product and service that allows for the storage and flow of encrypted information between Subscribers. Each ICFiles Account Holder may select in advance the amount of storage required by choosing an ICFiles subscription package from those available to accommodate its need.  See the section below entitled, “ICFiles Storage Fee” for more information.

Types of Subscribers.  ICFiles Account Holder has overarching authority over the ICFiles Account and is responsible for all uses of the ICFiles Account and compliance. SS Admins, Super Admins, Admins (collectively, the “Admin Class”) and Users are given differing levels of access and responsibility to the data and documents stored through ICFiles and/or within an ICFiles Account by the ICFiles Account Holder(s).  In addition to the information set forth below, any and all Subscribers are responsible for complying with the ICFiles T&C Agreement, as well as any other applicable agreement that may govern a Subscriber’s use of ICFiles.

ICFiles Account Holder.  All ICFiles Accounts have an ICFiles Account Holder.  Such entity is responsible for managing all aspects of the ICFiles Account including but not limited to access, payment, billing, updating information, compliance by all other Subscribers with the terms of all policies, rules, regulations and agreements between Service2Client and its Subscribers.  The ICFiles Account Holder may also serve as the SS Admin or Super Admin on the ICFiles Account. 

SS Admin.  If utilized by the Subscriber, the SS Admin of an ICFiles Account holds the broadest authority of the administrators, excluding the ICFiles Account Holder.  Not every ICFiles Account requires an SS Admin.  The SS Admin permits or denies Super Admin, Admin and User access to any and all files stored in and through the ICFiles Account.  The SS Admin is responsible for maintaining and managing the ICFiles Account, including but not limited to payment and compliance with all applicable Terms and Conditions related to the use of such ICFiles Account.  An SS Admin has the ability to monitor the use of any other Subscriber through ICFiles; however, the SS Admin does not have access to any other Subscriber’s ICFiles User Name and/or Password (the “Login Information”), or any other Subscriber’s key folder, described further below.

Super Admin.  If an ICFiles Account does not have an SS Admin, the authority given to the Super Admin is identical to that of an SS Admin., as described hereinabove.  However, if an ICFiles Account has an SS Admin., the Super Admin’s ability to review certain documents may be limited and the responsibility for maintaining and managing the ICFiles Account, including but not limited to payment and managing compliance with all applicable Terms and Conditions related to the use of such ICFiles Account remains with the SS Admin.

Administrators.  Administrators includes all employees, contractors, workers, or any other person or entity to which access to an ICFiles Account has been given by the Super Administrator (if applicable) or SS Administrator, excluding customers or clients of such SS Admin, Super Admin or Admin.  Admins have the authority to grant or deny a user access to a particular file, unless otherwise limited by the Super Admin and/or SS Admin.

Users.  Users are generally the customers and/or clients of the business or primary entity for which the ICFiles Account was established.  Generally Users have access solely to their file maintained by the SS Admin or Super Admin, to the extent made available by the SS Admin, Super Admin, or Admin.

Email Notification Feature.  ICFiles contains an Email Notification Feature, which utilizes the ETS and EFS to send an email notifying a particular Subscriber that a file available through the ICFiles Portal requires their attention.  Such feature notifies the recipient via email to login to the ICFiles Portal with their Login Information to review and obtain access to the newly uploaded or revised file.  The benefit of this service is that it reduces the risks associated with sending the document via unencrypted email or FTP.  This feature can be turned on or off by the sending Subscriber and the Subscriber to whom such document was made available. The Subscriber may need to be notified of its availability by another means or, alternatively, periodically login to the ICFiles Portal to determine whether any documents have become available or been revised since their most recent login.

Email Database Feature.  The Email Notification Feature is provided through the creation of an Email Database, pursuant to which the ICFiles Account Holder and/or Subscriber enters or imports its email addresses into ICFiles.  By uploading the addresses into ICFiles, the Subscriber hereby agrees and acknowledges that it gives its consent to Service2Client to use such information for purposes of maintaining an ICFiles Account and also for marketing various goods and services to the owners of such email addresses.  The ICFiles Account Holder and/or Subscriber acknowledges and represents that it has the authority and necessary consent from the owners or users of the email addresses it uploads onto ICFiles that permits Service2Client to use such information for the purposes as set forth herein and pursuant to any other Service2Client agreement or policy.

Key Folder Feature.  All Users and ICFiles Subscribers identified by the ICFiles Account Holder within the Admin Class are provided a Key Folder that is accessible only upon the entry of that specific Subscriber’s Login Information and which allows a specific Subscriber to store documents that are inaccessible and not viewable to any other Subscriber (the “Key Folder”).  Subscriber understands and accepts that documents stored in a Key Folder are subject to the risk of being lost in the event that ICFiles Account Holder terminates its ICFiles Account.  In such event, the ICFiles Account Holder, SS Admin and/or Super Admin agree to provide notice to Subscribers of the impending termination of an ICFiles Account and the effect it may have on their Key Folder.  The ICFiles Account Holder, SS Admin and/or Super Admin agree that it has the sole responsibility of ensuring that all such documents stored within its Key Folder or the Key Folder of its Subscribers have been properly backed up.

User Key Folder Size Limitations.  Memory used for documents stored in a Key Folder is free until the size of the data and/or documents kept in a particular Key Folder exceeds 200 megabytes (“200MB”).  Should the Key Folder reach such storage capacity, the Subscriber may either delete items to reduce the data being stored below the size limitations or elect to set up a separate ICFiles Account and pay the applicable fees. A User’s utilization of memory through its Key Folder does not constitute use of the Data Block (as defined below) chosen for an ICFiles Account.  Therefore, the size of a User’s Key Folder does not accrue any additional fees or for a particular ICFiles Account.

Admin Class Key Folder Memory Usage.  If the ICFiles Account Holder chooses to provide a Key Folder to any Subscriber within the Admin Class, the ICFiles Account Holder acknowledges that the usage of a Key Folder by a Subscriber from the Admin Class does count against and/or reduce the Data Block (as defined below) and agrees and understands that it could result in additional fees for exceeding the size of the Data Block.

Library/Internal Document Sharing Feature.  ICFiles permits internal documents and/or generic forms to be stored and accessed by any Subscriber given such access by the SS Admin and/or Super Admin.  Generally this feature is used for commonly used forms and templates to enable the Subscribers to access and readily locate such information.

Selective Access Feature.  ICFiles gives Subscribers varying levels of flexibility with regard to controlling the viewing and access to any particular file or document.  SS Admins, if applicable, to an ICFiles Account, have the ability to view all documents contained in an ICFiles Account, excluding the Key Folder of any other Subscriber.  Furthermore, SS Admins, if applicable, have the ability to make any file, excluding Key Folders, visible or hidden to any other Subscriber.  The Super Admin has similar abilities with regard to the access and ability to view all documents contained in ICFiles for Users and Admins, except that its access is subject to the scope of access and ability to view documents that is granted in the SS Admins’ discretion.

Private Server Feature.  Service2Client can provide ICFiles for a particular ICFiles Account on a private server for additional fees, terms, and conditions.  If an ICFiles Account Holder requires a private server, the terms and conditions governing the agreement between Service2Client and the ICFiles Account Holder shall be contained in a separate agreement that may incorporate provisions of the ICFiles T&C Agreement. If interested in utilizing this feature, please send an email to sales@service2client.com or call 877-251-3273.

Conditions and Limitations of Use of Products and Services:

Generally.  Service2Client reserves the right to refuse or discontinue any product or services for any reason, which, in its sole discretion, does not comply with any Service2Client standards, policies or agreements, including compliance with governing federal and state laws and regulations.  Notwithstanding such discretionary right, the ICFiles Account Holder, SS Admin and Super Admin agree to accept the sole responsibility of ensuring that all uses of ICFiles, and any other product and service of Service2Client, are utilized in strict compliance with the ICFiles T&C Agreement, and any other applicable agreements, rules, policies, regulations or laws.

Unpermitted Uses of Products and Services.  The following is a non-exhaustive list of examples of the type of conduct that violates Service2Client’s standards and policies:

  • Violating any applicable law, rule, regulation, or order, whether it be derived from local, state, federal, or international law;
  • Violating any Service2Client agreement, policy, rule or guideline;
  • Disseminating, storing, posting, distributing or transmitting content that is illegal, slanderous, libelous, defamatory, obscene, abusive, incites violence, or that is otherwise offensive or actionable;
  • Engaging in fraudulent, defamatory, obscene or deceptive conduct;
  • Inflicting or attempting to inflict harm upon a minor;
  • Obtaining, storing, distributing, posting, hosting, possessing, or transmitting child pornography or other unlawful materials;
  • Conducting, participating in, facilitating, or conspiring to participate, conduct or facilitate, a pyramid or other illegal soliciting scheme;
  • Engaging in conduct that invades the privacy of another (i.e. intercepting e-mails and/or redirecting e-mails sent by or to others; logging into another Subscriber’s account), harasses another, or otherwise infringes upon or violates the rights or another;
  • Accessing, or attempting to access, the accounts or computer systems of others:
    • Without permission or right to do so;
    • To spoof the URL, DNS or IP addresses of Service2Client or any other entity or person; or,
    • To infiltrate the security and/or network of Service2Client;
  • Transmitting uninvited solicitations or communications, data, spamming, or similar activities;
  • Using the services of Service2Client to introduce or transmit viruses, torrents, Trojan horses, cancel bot, bomb, key, or other harmful codes on the internet;
  • Engaging in conduct that is harmful to Service2Client, its Products and Services, (including but not limited to ICFiles) or its network;
  • Engaging in conduct that is harmful to the internet or other internet users;
  • Inhibiting or interfering with the ability of any other person to use or enjoy their Service2Client Products and Services;
  • Modifying any medium used to provide Service2Client services, regardless of whether the medium is owned or leased by you, in order to commit theft of service, provide Service2Client’s service to an unauthorized third party, or for any other reason;
  • Violating Service2Client’s or a third party’s proprietary or intellectual property rights, including, but not limited to, licenses, patents, copyrights, servicemarks, trade secrets and trademarks;
  • Attempting sell or to reverse engineer any of Service2Client’s intellectual property rights including but not limited to its computer source code, mechanisms and functionality of ICFiles or any other ICFiles Product and/or Service; and,
  • Attempting to engage or assisting another in engaging in any of the activities or conduct set forth above.

SSL/TLS Certificate.  Subscriber acknowledges and agrees that before relying upon a DigiCert-issued SSL Certificate or Site Seal, Subscriber must read the DIGICERT RELYING PARTY AGREEMENT. By utilizing ICFiles, which relies upon the SSL Certificate and/or Site Seal, Subscriber hereby represents that it read the Digicert Relying Party Agreement and agrees with the terms, conditions, and limitations set forth therein.

Encryption.  Data obtained, kept, or sent through ICFiles is encrypted.  The ICFiles encryption is 4096/256 bit during the data transfer.  The data is encrypted during transmission to/from the server and upon arrival it is de-encrypted in TLS and re-encrypted using AES 128/256, while residing on Service2Client’s Servers. Subscriber hereby agrees that such method is a reasonable method and process of data encryption and that such standard is adequate to secure the Subscriber’s documents and comports with that of the industry.  Subscriber agrees and acknowledges that the encryption format of data prevents Service2Client from assuring complete deletion of all information. 

Email Database.  The Subscriber is hereby put on notice, acknowledges, and understands that email addresses stored in the Email Database are protected by requiring Login Information and such information is not encrypted.

Login Information.  A Subscriber to ICFiles will be provided Login Information, which includes a User Name and Password, during its first use of the ICFiles Portal.  Each Subscriber agrees that its Login Information is only secure if the Subscriber protects them. Accordingly, Subscriber hereby agrees and acknowledges that the responsibility to maintain the confidentiality of any Login Information obtained for the purpose of utilizing ICFiles remains solely with Subscriber.  Service2Client is not liable for the loss of confidentiality or any damage arising from the failure, including any failure due to negligence, of a Subscriber to maintain the confidentiality of Login Information. 

Recovering Login Information.  It is Subscriber’s sole responsibility to store and keep its Login Information confidential.  Neither SS Admins nor Super Admins have access through ICFiles to any other Subscriber’s Login Information.  Service2Client does not store passwords in an unencrypted format and therefore cannot retrieve it.  You may be able to obtain access to your account by utilizing the “Forgot Your Password” feature on the www.icfiles.com website.  If Subscriber loses its User Name the Subscriber should contact Service2Client through its email address, support@service2client.com, to determine how to verify its identity and obtain access to its account(s). 

Backups and Archive.  Although Service2Client regularly backs up and archives data related to its ICFiles, Subscriber hereby agrees and understands that ICFiles is not an archival service.Backups of the encrypted documents uploaded through the ICFiles Portal are generally kept on Servers, some of which are not on site (“S2C Servers”).  All of the ICFiles Products and Services are under User Name and Password protection.  Subscriber hereby agrees that Service2Client is not liable in the event that data, images and/or any other information is not available through or accessible on Service2Client’s Servers.  ICFiles EFS and ETS capabilities may serve as primary method or source of backing up data or documents; however, Subscriber hereby acknowledges and agrees that the reasonable and prudent Subscriber would have an equally capable independent secondary back of system.  Moreover, Subscriber hereby agrees that the ICFiles Products and Services will not be used for an archival service.  Service2Client only recommends ICFiles as a secondary backup of Subscriber’s data files. 

Errors in ICFiles.  Subscriber understands and agrees that ICFiles may contain or experience one or more errors.  Subscriber is responsible for reviewing any and all use and content of its ICFiles Portal, ICFiles Account, and ICFiles generally and shall promptly notify Service2Client in writing of any potential error.  Service2Client will review any potential error brought to its attention and, if needed, correct such error generally within one (1) week of such notice.  In the event of an error, Subscriber agrees to hold Service2Client harmless, including from its own negligence, from any liability that may arise from the loss of information, or documents, or any inaccurate or incorrect information provided or created through the use of ICFiles.

Warranties, Limitations of Liability, and Indemnification

Disclaimer of Warranties and Limitations of Liability.  YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE ICFILES PRODUCT, SERVICE AND ANY OTHER PRODUCTS AND/OR SERVICES, PROVIDED BY SERVICE2CLIENT OR ITS AFFILIATES ARE PROVIDED TO YOU ON AN “AS-IS” OR “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND AND WITH ALL FAULTS, EXCLUDING ANY WARRANTY SPECIFICALLY SET FORTH IN AN APPLICABLE MANUFACTURER WARRANTY IN EFFECT FOR ANY PRODUCT AND/OR SERVICE PROVIDED BY SERVICE2CLIENT OR ITS AFFILIATES. 

SERVICE2CLIENT AND ITS AFFILIATES DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS FOR ITS PRODUCTS AND SERVICES, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WORKMANSHIP, WORKMANLIKE EFFORT, COURSE OF DEALING OR TRADE, LACK OF NEGLIGENCE, ACCURACY, NON-INTERFERENCE, TITLE, COMPATABILITY OF SOFTWARE OR COMPUTER SYSTEMS, OR ANY WARRANTY ARISING UNDER STATUTE. 

STATEMENTS, INFORMATION OR ADVICE PROVIDED BY A SERVICE2CLIENT REPRESENTATIVE TO YOU SHALL NOT CREATE A WARRANTY WITH RESPECT TO SUCH STATEMENT, INFORMATION OR ADVICE.

YOU HEREBY ASSUME THE RISK ARISING OUT OF THE USE, QUALITY, ACCURACY, EFFORT OR PERFORMANCE OF ICFILES, AND ANY OTHER SERVICE2CLIENT PRODUCTS AND SERVICES.  FURTHER, SERVICE2CLIENT DOES NOT WARRANT THE SECURITY OF ANY OF ITS PRODUCTS OR SERVICES, INCLUDING ICFILES.  NOR DOES SERVICE2CLIENT WARRANT THE SECURITY OF DOCUMENTS, PORTALS, INFORMATION, HYPERLINKS, CONTENT, FEATURES, OR SOFTWARE ON ANY OF ITS PRODUCTS OR SERVICES, INCLUDING ICFILES.  SERVICE2CLIENT DOES NOT WARRANT THAT THE DOCUMENTS, PORTALS, INFORMATION, HYPERLINKS, CONTENTS AND FEATURES OF ITS PRODUCTS AND SERVICES, INCLUDING ICFILES, WILL BE FREE OF ERROR, INTERRUPTION, OR AVAILABLE AT ALL TIMES. 

SERVICE2CLIENT SHALL NOT BE LIABLE TO ANY PARTY FOR ANY CONSEQUENTIAL, SPECIAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING FROM THE BUSINESS INTERRUPTION OR THE LOSS OF INFORMATION, ACCESS, SOFTWARE, OR PROGRAMS, OR ANY OTHER LOSS OR DAMAGES ALLEGED TO ARISE IN ANY WAY FROM OR IN CONNECTION WITH THE USE, RELIANCE, PERFORMANCE OR AVAILABLILITY OF SERVICE2CLIENT’S PRODUCTS OR SERVICES.

SERVICE2CLIENT SHALL NOT BE LIABLE FOR YOUR USE AND RELIANCE ON INFORMATION OR CONTENT AVAILABLE THROUGH ITS PORTALS, ON ITS WEBSITES, OR THROUGH ITS PRODUCTS OR SERVICES, INCLUDING VIRUSES OR ANY OTHER CODE THAT MANIFESTS CONTAMINATING OR DESTRUCTIVE PROPERTIES WHICH MAY HAVE BEEN OR WERE IN FACT OBTAINED VIA SERVICE2CLIENT’S PRODUCTS OR SERVICES. 

SERVICE2CLIENT DOES NOT WARRANT, ASSUME LIABILITY, OR ASSUME RESPONSIBILITY AND SHALL HAVE NO LIABILITY FOR THE ACCURACY, USEFULNESS OR VALUE OF ANY CONTENT, DATA, DOCUMENTS, GRAPHICS, OR IMAGES.

SERVICE2CLIENT SHALL NOT BE LIABLE FOR THE INVASION OF PRIVACY, ATTEMPTED OR ACTUAL, THROUGH OR FROM THE USE OF ANY OF ITS PRODUCTS OR SERVICES, EVEN IF SERVICE2CLIENT WAS NOTIFIED OF THE POTENTIAL OF SUCH DAMAGES AND REGARDLESS OF THE FORM OF ACTION.

SERVICE2CLIENT SHALL HAVE NO LIABILITY FOR ANY INVESTMENT DECISIONS MADE OR AGREEMENTS ENTERED IN RELIANCE ON THE INFORMATION SET FORTH HEREIN IN ANY SERVICE2CLIENT AGREEMENT, POLICY OR WEBSITE. 

notwithstanding The foregoing, in the event Service2Client shall be found liable to any SUBSCRIBER on any legal theory, Service2Client’s liability shall be limited to the SUBSCRIBER fee paid to service2client during the prior year. THE PARTIES TO THIS AGREEMENT AGREE THAT THE AMOUNT OF DAMAGES IN SUCH EVENT would BE difficult to quantify and the amount set herein is REASONABLE.  THE PARTIES FURTHER AGREE THAT THE CONTEMPLATED DAMAGES ARE NOT PENALTIES, BUT COMPENSATION.  THE PARTIES ALSO AGREE THAT THIS IS SUBSCRIBER’S SOLE AND EXCLUSIVE REMEDY IN THE EVENT SERVICE2CLIENT IS LIABLE TO SUBSCRIBER UNDER ANY LEGAL THEORY.  This limitation of damages is a fundamental element of the basis of the agreement between the Subscriber and Service2Client, and without this limitation Service2Client would be unable to provide its Products and Services. 

Indemnification.  Subscriber agrees to defend and indemnify and hold harmless Service2Client and Service2Client’s affiliates, agents, parents, subsidiaries, members, employees, officers, and directors from and against all liabilities, claims, demands, damages, costs, and expenses, including reasonable attorneys’ fees and costs, related to or arising from the following:

(a)  Subscriber’s direct or indirect use of ICFILES OR ANY OTHER Service2Client Products and/or Services (indirect use includes, but is not limited to another person, with or without your permission, accessing or using your accounts, Products and/or Services);

(b)  Any data files DOCUMENTS or contents stored by the Subscriber directly or indirectly using icfiles or any other Service2Client Products and/or Services; and,

(c)  Any breach or other violation of any agreement, including the icfiles T&C Agreement, between Subscriber and Service2Client.

Login Information Indemnification.  Subscriber acknowledges that it may store documents and other information, including sensitive and confidential information and documents, through ICFiles. Accordingly, Subscriber agrees to indemnify and hold Service2Client and its agents harmless for any loss that may arise due to the loss, misuse or theft of information and/or documents stored within ICFiles or a Subscriber’s Login Information, including if such loss, misuse or theft is due to Service2Client’s own negligence.The ICFiles Account Holder and all Subscribers further agree to indemnify and hold Service2Client harmless for any error, omission, change, or deletion to source code or the website’s content that may affect the website during the insertion or removal of the source code for the Login Information Box, including from acts of Service2Client’s own negligence. 

Discontinuation of Business.  SUBSCRIBER HEREBY AGREES TO HOLD SERVICE2CLIENT HARMLESS FROM LOST PROFITS, CONSEQUENTIAL, DIRECT AND INDIRECT DAMAMGES, AS WELL AS ANY OTHER LOSS OR DAMAGES THAT MAY ARISE OR RELATE TO SERVICE2CLIENT’S DISCONTINUATION OF BUSINESS OR OF ICFILES.COM.

No Professional Advice.  subscriber understands and agrees that service2client is not engaged in rendering legal, accounting, financial or professional advice based upon its provision of any of its products and services.  if specific legal, accounting, financial or other specialized or expert assistance is required, the services of a competent professional should be sought.  service2client makes no representation that it or its recommnedations will achieve any result.


Billing and Payments:

ICFiles Initial Set Up Fee. ICFiles is subject to an initial set up fee, in an amount of $175.00, unless otherwise specified by the agreement reached at the time the ICFiles Account Holder and Service2Client enter into an agreement for the provision of ICFiles (the “ICFiles Initial Set Up Fee”).  The ICFiles Account Holder hereby authorizes Service2Client to charge the ICFiles Initial Set Up Fee to the credit card it provided to be kept on file for the ICFiles Account.

Login Information Box.  The Initial Set Up Fee includes the insertion of a Login Information Box on the ICFiles Account Holder’s primary website.  This allows for a Subscriber to login to ICFiles without going to the ICFiles website.  The ICFiles Account Holder hereby agrees to provide Service2Client temporary access to its website in order to insert the necessary code to allow such box to appear on its primary website.  The ICFiles Account Holder agrees to promptly change the access information to its website after the Login Information Box is inserted on its primary website to ensure that any FTP access given to Service2Client to facilitate the insertion of the code to create the Login Information Box is changed so that Service2Client no longer has such access. 

Customization of ICFiles.  Certain features of ICFiles are not included in the Initial Set Up Fee including, but not limited to, the removal of the Login Information Box from the ICFiles Account Holder’s primary website.  The ICFiles Account Holder or SS Admin can remove the Login Information Box without the assistance of Service2Client.  However, should the ICFiles Account Holder request or require Service2Client to perform such Service, Service2Client shall assess a fee of fifty dollars ($50.00) to remove the code that creates the Login Information Box (the “Box Removal Fee”). 

ICFiles Subscription Fee. TheICFiles subscription storage fee is a fee that is charged in advance for the ICFiles Product and Service (the “ICFiles Subscription Fee”).  The pricing, payment, cancellation, and other terms vary depending upon the term of the subscription (the “Subscription Period”).  The ICFiles Subscription Fee can be paid either yearly in one lump sum (“Yearly Subscription”) or in twelve (12) equal monthly installments (“Monthly Subscription”). 

Subscription Services.  The amount of the ICFiles Subscription Fee depends upon the subscription service chosen by the ICFiles Account Holder.  The ICFiles Account Holder can purchase ICFiles data storage space in five gigabyte (“5GB”) or ten gigabyte (“10GB”) blocks (the “Data Blocks”) and select either the Yearly Subscription or Monthly Subscription.  Current rates are available by clicking here

Monitoring Data Block Usage.  The amount of usage of an ICFiles Account’s Data Block can be seen by selecting the Administration tab when logged into the ICFiles Portal for such ICFiles Account.  All ICFiles Subscription Fees are billed in advance and deemed earned when paid.  ICFiles Subscription Fees are not refundable after 60 days beyond the transaction date and such amount may change from time to time without notice; however, such change in the ICFiles Subscription Fee will not affect the terms of any ICFiles Account until the current period, has expired and the new period commences, either by automatic renewal or otherwise.  The ICFiles Account Holder hereby authorizes Service2Client to charge the recurring ICFiles Subscription Fee to the credit card provided by the ICFiles Account Holder to be kept on file for the ICFiles Account.

ICFiles Storage Fee. The ICFiles Account Holder agrees and acknowledges that if the ICFiles Account uses any data storage in excess of the selected Data Block during the Subscription Period (the “ICFiles Storage”), the ICFiles Account Holder will be subject to a storage charge (the “ICFiles Storage Fee”).  Such ICFiles Storage Fee is in addition to and not a substitute for the ICFiles Subscription Fee.  If an ICFiles Account (including any Key Folder to the extent it exceeds 200 MB) exceeds the size of the Data Block purchased by the Subscriber through the Storage Fee, the ICFiles Account Holder will be charged two cents per megabyte (“$0.02/MB”) at the end of every month.  The ICFiles Account Holder understands and agrees that the ICFiles Storage Overage Fee will be charged to the credit card on file at the end of every month without notice.  The ICFiles Account Holder can upgrade to the next highest level of storage and avoid overage charges at the beginning of the next billing cycle.  The ICFiles Account Holder hereby understand and accept that Service2Client will not provide a notification that they have approached or exceeded their chosen Data Block and that it is the ICFiles Account Holder’s sole responsibility to monitor this matter with its Subscribers.  However, the ICFiles Account’s total available storage can be seen at all times in the upper right hand side under the Administration tab after logging in to ICFiles.  Accordingly, the ICFiles Account Holder accepts sole responsibility to manage and monitor data storage usage and to assess whether additional storage space should be purchased or data and/or documents deleted to avoid incurring the Storage Overage Fee.

Renewals. All ICFiles subscriptions will automatically be renewed at the end of the current Subscription Period (the “Renewal Date”) unless the ICFiles Account Holder cancels the ICFiles subscription seven (7) days prior to the Renewal Date by either sending an email to sales@service2client.com or by faxing the notice of cancellation with the account number to 214-343-9197. If the ICFiles Account Holder does not timely cancel the ICFiles subscription, then Service2Client will renew the ICFiles subscription for a term equal to that of the prior Subscription Period. The ICFiles Account Holder agrees that the credit card on file at Service2Client will be automatically charged the then applicable ICFiles Subscription Fee for the automatic renewal of the ICFiles subscription on the expiration of the current Subscription Period. It is further agreed that such ICFiles Subscription Fee is fully earned after the expiration of thirty (30) days from the commencement of the new Subscription Period and that the terms of this agreement shall continue to govern the ICFiles Account Holder and all other Subscriber’s use of ICFiles.

Updating Information.  Subscriber agrees to promptly notify Service2Client of any change in information that was provided during the initial set-up of the Subscriber’s account with Service2Client which includes, but is not limited to, the Subscriber’s name, address, contact numbers, email address, and credit card information for the recurring Subscription Fee, as well as for any other charges that may be incurred.  Subscriber has read and agrees to the Privacy Policy that governs the use and storage of such information.

Recurring Credit Card Charges.  Subscribers of Service2Client’s Products and Services, excluding those who purchased solely the Website Design Product and Service, hereby authorize a recurring monthly or annual charge to the credit card on file with Service2Client for access and use to certain Products and Services to which the Subscriber has subscribed in the amount and at the rates set forth in this T&C Agreement and any other agreement between Subscriber and Service2Client.

60-Day Trial Period. During the initial 60-Day Trial Period (the “Trial Period”) the ICFiles Account Holder’s credit card payment is deferred, and if the ICFiles Account Holder is not fully satisfied with ICFiles, the ICFiles Account Holder may cancel and owe only one dollar ($1.00). Upon the expiration of the Trial Period, the ICFiles Subscription Fee will be charged to the ICFiles Account Holder’s credit card on file and, if not waived by Service2Client, the ICFiles Set Up Fee.  

Cancellation During Trial Period.  To cancel an existing subscription during the 60-Day Trial Period, the ICFiles Account Holder must notify Service2Client of the cancellation by email to sales@service2client.com or by faxing the notice of cancellation with the account number to 214-343-9197.  Such notice of cancellation must be received by Service2Client no later than the close of business on the 60th day of the Trial Period.  All amounts charged to the credit card on file will be refunded, less one dollar ($1.00).

Delinquent Accounts. Delinquent accounts are subject to deactivation and removal from the Service2Client servers and Internet at any time. Delinquent accounts are subject to late fees in the amount of fifteen percent (15%) of total amount past due.  When a Subscriber’s renewal is 60 days past due, Service2Client may attempt to collect by use of any payment or collection method authorized by law. It is the Client’s responsibility to maintain current credit card or other billing information with Service2Client. If payment cannot be collected in the above manner, Service2Client reserves the right to collect the fees due through a collection agency and/or institute legal proceedings. Any and all collection agency and/or attorney fees incurred to collect upon a delinquent account will be added to Subscriber’s outstanding balance and subject to the same collection efforts.

Cancellation and Refund Policy.  A notice of cancellation must be given to Service2Client in writing by sending an email to sales@service2client.com or by faxing the notice of cancellation with the account number to 214-343-9197 (the “Cancellation Notice Date”).  The cancellation becomes effective thirty (30) days after the Cancellation Notice Date (“Cancellation Effective Date”).  The ICFiles Account Holder is responsible for any and all fees incurred through the ICFiles Account in the period between the Cancellation Notice Date and the Cancellation Effective Date (the “Interim Period”).  In the event the ICFiles Account is utilized by the ICFiles Account Holder or any of its Admins after the Cancellation Effective Date, the notice of cancellation is deemed withdrawn and the Subscription Period is reinstated along with any and all fees incurred from the Cancellation Effective date to present.

Cancellation of Yearly Subscription.  If the Yearly Subscription is not cancelled within ninety (90) days of the Renewal Date or initial Subscription Period, no pro-rata refund for the remaining Subscription Fee shall be provided.  If the Yearly Subscription is timely cancelled  by providing proper notice in accordance with this ICFiles T&C Agreement and before the expiration of ninety (90) days after the Renewal Date or initial Subscription Period, , the ICFiles Account Holder will be given a pro-rata refund for the remaining Subscription Fee, less any other applicable fees and the ICFiles Account will be billed in full up to and including the Cancellation Effective Date. 

Cancellation of Monthly Subscription.  In the event that a Monthly Subscription is cancelled during the Subscription Period, the ICFiles Account will be billed for the full amount of the current Subscription Period and any Subscription Period that commences in the Interim Period.  The ICFiles Account Holder will not be given a pro-rata refund.

Deletion of Data Upon Cancellation Effective Date.  On or after the Cancellation Effective Date, Service2Client, in its sole discretion, may delete any and/or all data on its Servers related to the Products and/or Services provided to the cancelled ICFiles Account.

Effect of Change in Billing and Payment Terms. The Billing and Payment Terms may be revised at any time.  The Billing and Payment Terms in effect on the effective date of the Subscription Period shall apply throughout the Subscription Period.  Any revision to the Billing and Payment Terms shall apply to the next Subscription Period. 


Copyrights and Intellectual Property:

Intellectual Property. ICFiles is Service2Client’s intellectual property and is protected by federal and state intellectual property law. Subscriber hereby agrees that any and all title and interest to intellectual property rights in and to ICFiles belongs solely to Service2Client.  This ICFiles T&C Agreement does not grant any rights to use such Product and Service, other than according to the terms of this ICFiles T&C Agreement and other Service2Client Agreements and Policies.  Reproducing or attempting to reproduce ICFiles in any form is strictly prohibited.

Digital Millennium Copyright Act of1998.  In the event the Subscriber or any other person believes that ICFiles violates their copyright or other intellectual property right, they may file a claim with Service2Client’s designated Copyright Agent, pursuant to the procedure set forth in 17 U.S.C. § 512(c)(3) by sending an email to privacy@service2client.com.

Responsibility for Use of Products and Services.  Subscriber acknowledges and agrees that it is solely responsible for any and all material that is uploaded, posted, emailed, or otherwise distributed or transmitted or made available through ICFiles.  Service2Client expressly disclaims any ownership of material that the Subscriber uploads, posts, emails, or otherwise distributes or transmits or makes available through ICFiles.  All title and intellectual property rights, both in and to information and content accessible through ICFiles are the property of the respective owner and may be protected by copyright or other intellectual property laws.  The Subscriber hereby accepts sole responsibility to acquire any and all appropriate authorizations and permissions to utilize the intellectual property of another through ICFiles.  The ICFiles Account Holder, jointly and severally with the subject Subscriber, further agrees to indemnify and hold harmless Service2Client for any and all claims that may arise due to the Subscriber’s use of infringing information, data, and/or documents through ICFiles.  Service2Client expressly disclaims any ownership of the content of any ICFiles Account.

Non-Exclusive License. In order for you to have the ability to access and use Service2Client’s Products and/or Services, we have granted you a limited, nontransferable, nonassignable, and non-exclusive license to certain content, software, and source code. Such items contain Service2Client’s proprietary and confidential information, such as trade secrets and intellectual property, which may not be shared or accessed without a license or in a manner intended to infringe upon the rights inherent in such property.  The Subscriber agrees to comply with all terms and conditions set forth in all Service2Client Agreements and Policies and to obtain any additional software that may be required or permitted to properly utilize the Products and Services.  By and through this T&C Agreement, the Subscriber also agrees to not engage in activities that infringe upon Service2Client’s intellectual property rights, which includes but is not limited to, activities such as reverse engineering, remarketing, and decomposing.  The Subscriber also agrees that the Products and Services are subject to the applicable export control laws and regulations of theUnited   States.  This limited license, and all rights (but not obligations to avoid infringing upon Service2Client’s intellectual property rights) associated therewith and granted by this agreement are terminated upon the termination of this T&C Agreement.

Grant of Revocable License to Software. ICFiles is protected by copyright and other intellectual property laws.  ICFiles cannot be used for any purpose other than its authorized use as provided in this T&C Agreement, any other agreement between the Subscriber, including the ICFiles Account Holder, and Service2Client.  Subscriber hereby acknowledges and agrees that its use of ICFiles, as well as any other Service2Client website over any period of time gives the Subscriber no rights other than those rights granted by this license. Subscriber will relinquish any and all licenses acquired from Service2Client related to ICFiles, or Subscriber’s use thereof, upon termination of the related ICFiles Account. In the event an ICFiles Account is terminated, Subscriber must notify all Subscribers of such termination and prior to such termination, of the need to ensure that any documents kept via the ICFiles Portal under such ICFiles Account including documents and/or data stored in a Key Folder are backed up at all times. 

Preservation of ICFiles.  Subscriber acknowledges that ICFiles was created through the intangible and tangible assets of Service2Client, and that both the development process and the end product represents the intellectual property and confidential information of Service2Client.  In order for Subscriber to have access to ICFiles, Subscriber agrees that it will preserve the value of this intellectual product by not engaging in any activities that would duplicate, in any form, integral information of Service2Client through methods such as reverse engineering or otherwise duplicating or attempting to duplicate ICFiles in anyway.  The ICFiles Account Holder SS Admin and/or Super Admin acknowledges that ICFiles permits various Subscribers to have access to ICFiles under their ICFiles Account and that such entity or persons are jointly and severally liable for any and all conduct under such Subscriber’s ICFile Account and such use of the ICFiles Account. Subscriber hereby agrees that it will not provide access to ICFiles to any other Subscriber unless and until it obtains such party’s agreement that neither it, nor any of its agents or clients will engage in any activities to disseminate, sublicense, resell, transfer, photograph, or give access to any third party the intellectual property of ICFiles in any way and that such third party will fully comply with the all agreements between the ICFiles Account Holder and Service2Client, including but not limited to the ICFiles T&C Agreement.  Subscriber hereby indemnifies Service2Client from any and all liability arising from the improper and/or unlawful use of ICFiles, and any other Products and Services, by any entity or person to which the Subscriber has provided access, either intentionally or unintentionally, to such Products and Services. 


Privacy:

Privacy Policy.  Subscriber agrees that it has reviewed and will periodically review Service2Client’s Privacy Policy (the “Privacy Policy”).  You agree that Service2Client may use and disclose Subscriber’s information in accordance with the Privacy Policy, and as amended, barring any subsequent notification by you under the procedures set forth in the privacy policy.

Data, Document, and File Security.  Service2Client will use reasonable efforts to restrict access to data, documents, and files stored through a Subscriber’s ICFiles Portal and/or Account.  Service2Client’s Web Host does have the capability to access a Subscriber’s email; however, Service2Client will only exercise such ability at the client’s request, if required to establish user support requirements, or if required by court order. 


Modifications to this Agreement:

Generally.  Service2Client reserves the right, in its sole discretion or if required by law, to provide notices and to alter, amend, modify delete, and add to this ICFiles T&C Agreement, and any other agreement or policy, by posting the notices or revisions online.  Subscriber agrees to periodically review Service2Client’s websites, policies, and agreements for updates.  In addition, Service2Client may choose to eliminate certain service plans or pricing plans by posting such notice online.  In addition, ICFiles Account Holder and Subscriber agree that Service2Client may cease, terminate, or modify its websites without prior notice and for any reason, and shall be held harmless by such parties.  ICFiles Account Holder and/or Subscriber’s continuation of use of Service2Client’s products and services, including ICFiles, after the posted change constitutes Subscriber’s acceptance of the new and/or modified terms, plans, policies, and/or agreements. At any time this ICFiles T&C Agreement can be obtained by contacting info@service2client.com or faxing a request with the account number to 214-343-9197. The use of ICFiles after the change date will constitute the Client’s approval of the changed agreement.

Notice.  Any notice given by Service2Client to the ICFiles Account Holder and/or Subscriber pursuant to this agreement shall be properly given if sent to the email address provided during the initial set up, and as updated from time to time or by first class mail to the mailing address provided to Service2Client upon the initial setup, as amended from time to time.  It is the sole responsibility of the ICFiles Account Holder and Subscriber to update such information as needed.  ICFiles Account Holder and/or Subscriber may give notice to Service2Client by sending an email to info@service2client.com or faxing the notice with the account number to 214-343-9197.  Notwithstanding the foregoing, cancellation of ICFiles must be done by faxing the notice of cancellation with the account number to 214-343-9197, executing the required documents and sending them back to Service2Client.

 


Miscellaneous Provisions:

Severability.  If any provision herein is deemed illegal, invalid or unenforceable, or inconsistent with the laws, regulations, ordinances of the applicable government or state, remaining provisions shall not be affected thereby, and shall remain valid and enforceable. 

Remedy for Breach.  Breach of the ICFiles T&C Agreement, or any other Service2Client agreement or policy gives Service2Client the right to terminate any and all agreements and to recover any and all damages, including reasonable attorney’s fees. Such provision does not limit in anyway Service2Client’s right to seek any other remedy that may be available to Service2Client at law or in equity.

Merger.  This agreement, including the documents, agreements and policies incorporated by reference and as amended, constitute the entire agreement between the parties.  Should there be a conflict between the General T&C Agreement and the ICFiles T&C Agreement, the ICFiles T&C Agreement governs. 

Assignment and Transferability.  Service2Client may freely assign the ICFiles T&C Agreement, and its other agreements and policies.  Subscriber and/or ICFiles Account Holder, may not transfer or assign any rights, duties, or obligations under this or any agreement between the ICFiles Account Holder Subscriber and Service2Client.  Service2Client does not allow the transfer of ownership of the website template designs, or images in the templates, from the original purchaser.  Photographic and image rights are nontransferable.  Any attempted resale, sublicensing, assignment or transfer of the Products and Services to another tenant or occupant or to another location without Service2Client’s express written consent is considered strictly prohibited and is a breach of this agreement. 

No Waiver.  Service2Client’s failure to require strict performance of any term of the ICFiles T&C Agreement, or any other Service2Client agreement or policy, shall not constitute a waiver of Service2Client’s right to do so. 

Governing Law.  This agreement will be governed by the laws of the State ofTexas, without regard to conflict of laws principles and the provisions of the U.N. Convention on Contracts for the International Sale of Goods, including successor treaties, shall not apply. The terms and conditions of the T&C Agreement are always subject to the laws of the State ofTexas, which shall prevail if inconsistent with any terms or conditions herein, and this Agreement shall be construed as if the provisions of such laws or ordinances were written herein.  The parties hereby designate the state ofTexas as having exclusive proper jurisdiction and proper venue in the Dallas County District and County Courts at Law, as well as the United States District Court for the Northern District of Texas. Such designation of jurisdiction and venue shall be applied without regard to conflict of laws principles. Texas substantive and procedural law shall govern, construe and enforce all rights and duties of the parties arising from or relating in any way to the subject matter of this T&C Agreement.

Alternative Dispute Resolution.  Should a dispute arise out of the T&C Agreement or acts or omissions related thereto, and if the dispute cannot be settled through negotiations held in good faith for at least fourteen (14) days, the parties agree to attempt, in good faith, to settle the dispute through mediation to be held no later than thirty (30) after the cessation of negotiations.  The mediation is a condition precedent to arbitration, litigation or other dispute resolution procedure. The mediation shall be held in Dallas County,Texas and shall be mediated by through a professional mediator and/or arbitrator.  The fees for the mediation shall be borne equally by the parties.

Arbitration.  In the event a dispute is not resolved by mediation, or if the parties otherwise agree, it is hereby agreed that the dispute shall be referred to JAMS, which is a professional arbitration association in Dallas County, Texas to be decided by a single arbitrator in accordance with the Texas General Arbitration Act.  The arbitrator’s decision shall be final and legally binding and judgment may be entered thereon.  Each party shall be responsible for its share of the arbitration fees in accordance with the applicable Rules of Arbitration.  Should a party fail to proceed with arbitration, unsuccessfully challenge the arbitrator’s award, or fail to comply with the arbitrator’s award, the other party is entitled to recover its costs of suit, including a reasonable attorney’s fee for having to compel arbitration or defend or enforce the arbitration award.


 

 
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