Effective June 24, 2021
- "Customer," "you" and "your" refer to the legal entity or individual that creates an Account and subscribes to the Service.
- "STS," "we", "us" and "our" refer to Signature Tech Studio, Inc., a North Carolina corporation.
- "Services" refers to STS’s software-as-a-service file transfer application that you may subscribe to and use through the Site.
We may revise these Terms at any time without notice to you. Please review these Terms periodically. If at any time you find these Terms unacceptable or if you do not agree to these Terms, please do not use this Site. If you have any questions about these Terms, please contact us.
YOU AGREE THAT BY USING THE SITE AND THE SERVICES YOU ARE AT LEAST 18 YEARS OF AGE, YOU ARE LEGALLY ABLE TO ENTER INTO A CONTRACT AND AGREE TO COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS. MINORS MAY NOT CREATE ACCOUNT IN THIS SITE.
1. Accounts and Online Consultation
1.1 Creating Accounts. In order to create a user account that allows you to subscribe to the Service (an "Account"), you will be required to enter some personal information into the Site including, name, address, email address, and will need to create a password with at least 6 characters. You are entirely responsible for the maintaining the confidentiality of your password. By creating an Account, you represent to STS that all of the Customer and personal information you provide is true and correct. You acknowledge and agree that we are entitled at all times to verify the information provided. STS reserves the right to refuse or cancel your Account or your use of the Site and/or Services at any time for any reason at all.
1.3 Password Security. You may not use a third party’s account, user name or password at any time. You agree to notify STS immediately of any unauthorized use of your Account, user name or password. STS shall not be liable for any losses you incur as a result of someone else’s use of your account or password, either with or without your knowledge. You may be held liable for any losses incurred by STS, our affiliates, employees, and agents due to someone else’s use of your account or password.
2. Use of the Service
2.1 Use Rights and Limitations. The Service is intended for business and professional purposes only and not for consumer use. STS grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to use the Service in accordance with the Terms and other STS directions that STS provides to you. Customer will not knowingly or negligently (a) access or use the Service in any manner that disrupts STS or any third party, or attempt unauthorized access to or use of the Service, (b) transmit through the Service any material that is deemed abusive, harassing, obscene, defamatory or otherwise objectionable or unlawful, (c) use the Service to send unsolicited or unauthorized advertising or SPAM, (d) market and/or resell the Service, (e) transmit through the Service any material that may infringe intellectual property or other rights, or (f) transmit any material that may contain software viruses or malware. If Customer becomes aware or receive notice that any of its material violates the Terms, Customer must immediately remove such material from the Service or suspend its use of the Service. Customer agrees to always retain a current copy of its materials outside the Service for backup and archival purposes.
2.2 Payment Terms. All applicable Service subscription prices are set out where you create an Account and you agree to pay the monthly or annual subscription fee that you select when you signed up for the Service. Service prices are subject to change at any time. Additionally, to the extent that we offer a promotion in connection with any particular item, the terms of such offer shall be set out in the Site and those terms shall govern the promotion in the event of a conflict with other provisions in the Site. You will be responsible for the prices stated at the time of your transaction, as well as any sales, use, excise, and related taxes, if any. Payment may only be made with a valid credit, debit card, or use of a bona-fide electronic payment provider (i.e., PayPal). By using any such card or payment provider, you are hereby representing and warranting your full right and authority to order the Service in the manner elected (monthly or annually) without violating any applicable law, rule, or regulation.
2.3 Late Payment. STS may, in its discretion, suspend or terminate your Account for non-payment and impose a charge to restore archived materials from delinquent accounts.
2.4 Your Representations. You represent and warrant to us as follows: (a) that you have the right to enter any transaction contemplated for hereby without violating these Terms, any applicable law, rule, or regulation, and/or any agreement with, or rights of, any third party; (b) that you will use the Service only as authorized and never in any way that would violate any applicable law or third party right of any kind; and (c) that you are ordering the Service solely your business use by the Customer, and not for resale or export.
2.5 Termination. Either party may terminate an Account and your access to the Service if the other party breaches any of its material obligations under these Terms and fails to correct the breach within 30 days of receiving written notice from the non-breaching party. Either party may immediately terminate your Account if the other party becomes insolvent or bankrupt, liquidated or is dissolved or stops substantially all of its business.
2.6 Effect of Termination. Upon termination of your Account, Customer will immediately discontinue all access and use of the Service. Customer will have 30 days to download its materials from the Service. STS has no other obligation to maintain Customer materials stored in or transmitted through the Service, subject to complying with applicable law. Neither party will be liable for any damages resulting from termination of an Account, including without limitation, unavailability of Customer materials. STS may invoice Customer and Customer agrees to pay for any use of the Service past the date of expiration or termination.
3. Site Content
3.1 Ownership. This Site is owned and operated by STS. All right, title and interest in and to the materials provided on this Site, including but not limited to information, documents, logos, graphics, sounds and images (the "STS Content") are owned or licensed either by STS or by our respective third party authors, developers or vendors. Except as may be expressly stated on the Site or in these Terms, none of the STS Content may be copied, reproduced, republished, downloaded, uploaded, posted, displayed, transmitted or distributed in any way and nothing on this Site shall be construed to confer any license under any of STS’s intellectual property rights, whether by estoppel, implication or otherwise. Any rights not expressly granted here are reserved.
3.2 Links to Third Party Sites. This Site may contain links to websites controlled by parties other than STS (each a "Third Party Site"). STS may work with a number of partners and affiliates whose sites are linked with this Site but STS is not responsible for and does not endorse or accept any responsibility for the availability, contents, products, services or use of any Third Party Site, any website accessed from a Third Party Site, or any changes or updates to such sites. STS makes no guarantees about the content or quality of the products or services provided by such sites. STS is not responsible for webcasting or any other form of transmission received from any Third Party Site. STS is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by STS of the Third Party Site. You acknowledge that you bear all risks associated with access to and use of content provided on a Third Party Site and agree that STS is not responsible for any loss or damage of any sort you may incur from dealing with a third party. You should contact the site administrator for the applicable Third Party Site if you have any concerns regarding links or content located on any such Third Party Site.
4. Limited Warranty and Disclaimer / Limitation of Liability
4.1 Limited Warranty and Disclaimer. STS IS NOT RESPONSIBLE FOR THE CONTENT IN THE FILES TRANSFERED THROUGH THE SERVICE. CUSTOMER MUST RUN ITS OWN ANIT-VIRUS SCAN ON RECEIVED FILES TO DETERMINE THE PRESENCE OF ANY RISK. STS WARRANTS THAT THE SERVICE WILL MATERIALLY CONFORM TO STS SERVICE DESCRIPTIONS. THE SERVICE IS OTHERWISE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, STS EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. STS MAKES NO WARRANTY THAT: (A) THE SERVICE WILL MEET YOUR REQUIREMENTS; (B) THE SERVICE WILL BE AVAILABLE ON AN UNINTERRUPTED OR ERROR-FREE BASIS; (C) ALL ERRORS OR DEFECTS WILL BE CORRECTED; OR (D) THE SERVICE WILL BE FREE FROM ANY HARMFUL COMPONENTS OR THAT ANY CUSTOMER OR THIRD PARTY MATERIALS WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. THE FOREGOING LIMITED WARRANTY DOES NOT COVER PROBLEMS ARISING BY ACCIDENT, ABUSE OR USE IN A MANNER INCONSISTENT WITH THESE TERMS OR RESULTING FROM EVENTS BEYOND STS’ CONTROL. STS’ ENTIRE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDY UNDER THIS WARRANTY WILL BE, AT STS’ OPTION AND SUBJECT TO APPLICABLE LAW, TO PROVIDE A CONFORMING SERVICE, OR TO TERMINATE THE NON-CONFORMING SERVICE AND PROVIDE A PRO-RATED REFUND FOR THE PERIOD OF NON-CONFORMANCE.
4.2 Limitation of Liability. IN NO EVENT SHALL STS, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGE (INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS, REVENUE, PROFITS, USE, DATA OR OTHER ECONOMIC ADVANTAGE), UNDER ANY LEGAL THEORY, WHETHER CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, OR ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THIS SITE, ANY SERVICE OR STS CONTENT AVAILABLE FROM THIS SITE, EVEN IF STS HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU, IN WHICH INSTANCE THE MAXIMUM LIABILITY OF STS TO YOU IS LIMITED TO THE AMOUNT CUSTOMER PAID STS FOR THE SERVICE IN THE 12 MONTHS IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO LIABILITY.
Customer agrees to defend, indemnify and hold harmless STS, its officers, directors, shareholders, employees and agents from and against any and all claims, liabilities, damages, losses or expenses, including reasonable attorneys’ fees and costs, arising out of or in any way connected with your access to or use of the Service. This section shall survive the termination of your Account or cessation of use of this Site. STS reserves the right to control the defense of any claim for which we are entitled to indemnification. If that happens, you agree to cooperate with us as we reasonably request.
6. Intellectual Property Law Compliance
6.1 Compliance. When accessing the Site and Service, you agree to obey the law respect the intellectual property rights of others. Your use of the Site and Service is at all times governed by and subject to laws regarding copyright, trademark and other intellectual property ownership. You agree not to upload, download, display, perform, transmit or otherwise distribute any information or content in violation of any third party’s copyrights, trademarks or other intellectual property or proprietary rights. You agree to abide by laws regarding copyright ownership and use of intellectual property, and you shall be solely responsible for any violations of any relevant laws and for any infringement of third party rights caused by any materials you store or transmit through the Service.
6.2 DMCA Notice. If you believe that any Content on the Site is infringes your copyright, you may seek the removal of such content by providing written notice to us in accordance with the Notice and Take Down provisions of the Digital Millennium Copyright Act. Notices should be sent to Legal Department, Signature Tech Studio, Inc., 51 S French Broad Ace, Suite 301, Asheville, North Carolina 28801.
6.3 Inappropriate Content. When accessing the Site or using the Services, you agree not to upload, download, display, perform, transmit or otherwise distribute any material that: (a) is libelous, defamatory, obscene, pornographic, abusive or threatening; (b) advocates or encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national or foreign law or regulation; or (c) advertises or otherwise solicits funds or is a solicitation for products or services. STS reserves the right to terminate or delete such material from its servers. STS will cooperate fully with any law enforcement officials or agencies in the investigation of any violation of these Terms or of any applicable laws.
7. Miscellaneous Provisions
7.1 Governing Law; Venue. By using this Site, you expressly agree that your rights and obligations shall be governed by and interpreted in accordance with the laws of the State of North Carolina, excluding its choice of law rules. Any legal action or proceeding relating to your access to or use of the Site or Materials shall be instituted in the state and federal courts nearest to STS. You and STS agree exclusively and irrevocably to submit to the jurisdiction of, and agree that venue is proper in, these courts in any such legal action or proceeding. These Terms expressly exclude and disclaim the terms of the U.N. Convention on Contracts for the International Sale of Goods, which shall not apply to any transaction conducted through or otherwise involving this Site.
7.2 Acknowledgement. BY ACCESSING THE SITE, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS AND AGREE TO BE BOUND BY THEM.