1. URFILEZ'S INTELLECTUAL PROPERTY RIGHTS AND LIMITED LICENSE
Unless otherwise specified in writing on the Site, all materials that are part of the Site (including past, present and future versions), including, without limitation: graphics; layout; text; images; designs; advertising copy; logos; domain names; trade names and marks; service marks and trade identities; any and all copyrightable material (including source and object code); the 'look and feel' of the Site; the compilation, assembly and arrangement of the materials of the Site; and all other materials related to the Site (collectively, the 'UrFilez Materials') are either owned by UrFilez (the 'UrFilez Materials') or being used with permission by UrFilez (the 'Third Party Materials') (collectively, UrFilez Materials and the Third Party Materials are referred to herein as the 'Materials'), and are protected from unauthorized use, copying and dissemination by copyright, trademark, patent, publicity and other laws, rules, regulations and international treaties. Your ability to use the Materials is governed by these Terms of Use. In connection with the intended consumer use of this Site, you may view one copy of the Materials (excluding source and object code) on any single computer, and may print a single copy of the consumer facing web pages in the form that they appear (i.e., not the code) on screen, for your personal, noncommercial use only, provided you keep intact any copyright, trademark and other proprietary and/or attribution notices on the Materials and do not modify the Materials in any way unless specifically otherwise authorized by us in writing. You may not copy or distribute the Third Party Materials apart from your permitted use of the Site above, and may not use the Third Party Materials outside of the Site in any manner, without the express written permission from UrFilez and the third party that owns the Third Party Material(s). You will not acquire any ownership rights in any Materials, and the limited license hereunder is revocable at our discretion and automatically terminates without the need for notice to you if you breach the Terms of Use. You may not modify, reuse, re-post, or use the Materials for any public or commercial purposes, without UrFilez's and any applicable third party's express written permission (as applicable). Any attempt by you to sublicense, transfer or assign the Materials will be void and your limited license to use the Materials will automatically terminate.Notwithstanding anything herein to the contrary, you have no ownership rights in any of the Site's software or code, and your limited license to such is governed by this Section and limited to use of the Site as authorized hereunder. The Materials may include third party technology and content and any use thereof by you outside of the Site, or except as specifically authorized hereunder, may violate third party rights and you agree to defend, indemnify and hold UrFilez harmless with respect thereto. You further agree that you will not, and will not attempt to, copy or distribute the Materials, in whole or in part, to any other party (including by 'mirroring') or otherwise violate the single computer, non-commercial, non-transferable, non-exclusive, limited license, revocable at UrFilez's discretion, granted hereunder unless specifically permitted by UrFilez. You may not intercept, emulate or redirect the proprietary protocols used by UrFilez in connection with the Site, regardless of method, including, without limitation, adding unauthorized components or using a packet sniffer. In addition, you agree that you will not do any of the following while using the Site: (a) violate or attempt to violate the security of any portion of the Site, including, but not limited to: (i) access or attempt to access Materials not intended for you, (ii) attempt to probe, scan, or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization, (iii) attempt to harm, interfere with or disrupt the Site, or the servers or networks that provide the Site, including, without limitation, via means of submitting a virus to the Site, overloading, flooding, mailbombing or crashing the Site, or (iv) restrict or inhibit any other user from accessing or using the Site, including, without limitation, by means of hacking or defacing any portion of the Site; (b) submit any virus, worm, 'Trojan Horse,' 'Easter egg,' 'time bomb,' spyware, or any other computer code, file, or program that may or is intended to damage, hijack or otherwise interfere (i) with the operation of the Site or any hardware, software, or telecommunications equipment, or (ii) with any third party's uninterrupted use and enjoyment of the Site; (c) modify, adapt, translate, reverse engineer, decompile, or disassemble any portion of the Site; or (d) use any robot, spider, rover, site search/retrieval application, or other manual or automatic device or process to retrieve, index, 'data mine,' scrape, or in any way reproduce or circumvent the navigational structure or presentation of the Site or its Materials, unless otherwise authorized by UrFilez in writing in advance; provided that the intended and customary consumer use of commercially available search engines (such as Google) to access and index the Site is permitted.

2. COPYRIGHT AND TRADEMARKS
The content of the Site includes copyrighted materials, trademarks and other proprietary information, which may include, without limitation, text, software, photos, video, audiovisual materials, graphics, music and sound. The entire contents of the Site are copyrighted under the United Kingdom copyright laws and/or similar laws of other jurisdictions. Without limitation, UrFilez owns a copyright in the selection, coordination, arrangement and enhancement of such materials, as well as in UrFilez Materials. Third-party content providers own the copyright in the Third Party Materials. UrFilez, the UrFilez logo and other marks that may appear on the Site, are the service and trademarks of UrFilez. All other trademarks, service marks and logos used on this Site, with or without attribution, are the trademarks, service marks or logos of their respective owners. Without UrFilez's prior written permission, you agree not to display or use, in any manner, any such marks, and all goodwill associated with any use by you thereof will inure exclusively to UrFilez or their respective owners. In addition, elements of the Site are protected by trade dress and other federal and state intellectual property laws and may not be copied, reproduced, downloaded or distributed in any way, in whole or in part, without the express permission of UrFilez.

3. YOUR SITE ACCOUNT
UrFilez invites anybody who is over thirteen (13) years of age or older and has a general interest in the services offered from the Site to become a become a member ('Profile Member') on the Site; provided, however, that if you are under the legal age of majority in the jurisdiction in which you reside, your parents must authorize and join you on your membership. In order to participate in certain features on the Site, you must register and become a Profile Member. In addition, Profile Members can participate in sweepstakes, contests or other promotions ('Promotions') that may be offered on the Site. Promotions may be governed by a separate set of rules, terms and conditions, etc. ('Additional Terms') and may also have eligibility requirements. In the event of an express conflict between such Additional Terms and these Terms of Use, the Additional Terms shall govern. You must read those rules to determine whether or not your participation, registration or entry will be valid and to determine all other applicable requirements. If you do not wish to register and become a Profile Member, you will not be able to participate in certain features on the Site. UrFilez reserves the right, in its discretion, to deny access to anybody from becoming a Profile Member and/or participating in Promotions on or administered through the Site. Membership is revocable by us at our discretion and you obtain no interest in or on account of membership and you may lose all content and information you have contributed to the site. You are responsible for updating your account information. We are entitled to rely on the last information provided by you.You will be responsible for all activities that occur under your account or password, and you agree you will not sell, transfer or assign your account or any account rights. You are responsible for maintaining the confidentiality of your password, and for restricting access to your devices that access the Internet, so that others may not utilize your information to access the Site.

4. USE OF THE SITE WITHIN CERTAIN TERRITORIES.
You understand that UrFilez may not have the rights to use the media offered on the Site, including but not limited to rights from record labels, publishers, and/or artists, on a permanent basis or for use throughout the world. Because UrFilez must honor the rights of these parties, UrFilez may at any time have to remove any portion of the media featured on the Site in its sole discretion, which may cause certain media offered or advertised by UrFilez on the Site to be unavailable when you try to download or access such media. You understand that you may not use or access the Site if you live in a country outside of Africa, Asia, the Middle East, the United Kingdom and the United States.

5. COPYRIGHT AND OTHER COMPLAINTS
You may not use the Site for any purpose or in any manner that infringes the rights of any third party. In accordance with the Copyright, Designs, and Patent Act. We have a policy of terminating the accounts of users who (in our sole discretion) are repeat infringers.

If you become aware of any misuse of the Site or wish to make a complaint about any content, User Content, Content, or any other material present on or made available through the Site or believe any of your rights have been violated (e.g. copyright and intellectual property infringement, defamation, etc.) you can notify us by sending a notice to This e-mail address is being protected from spambots. You need JavaScript enabled to view it . Any such complaints must contain the following:

• The exact nature of your complaint and the location of the particular content within the Site that gives rise to your complaint.
• For copyright disputes, identification of the copyrighted work you claim has been infringed and a statement that you have a good-faith belief the disputed use is not authorized by the copyright owner, its agent, or the law and that you are the owner of the copyright interest involved or are authorized to act on behalf of the owner.
• Your name, address, email address and such other information as UrFilez may reasonably request.

*If you have questions about the originating locale of the complaint against your Content, please email This e-mail address is being protected from spambots. You need JavaScript enabled to view it .

Please note that these notifications and counter-notifications are real-world legal notices provided outside of the Site environment. UrFilez may provide copies of such notices to the participants in the dispute or third parties, at our discretion and as required by law - the Privacy Policy for UrFilez does not protect information provided in these notices.

DISCLAIMER: WE ARE NOT YOUR ATTORNEYS, AND THE INFORMATION WE PRESENT HERE IS NOT LEGAL ADVICE. WE PRESENT THIS INFORMATION FOR INFORMATIONAL PURPOSES ONLY.

6 USER CONTENT AND LICENSE
The Site may invite you to participate in blogs, online forums, Promotions, surveys and other functionality and may provide you with the opportunity, to create, submit, post, transmit or distribute content and materials to UrFilez and/or via the Site, including, without limitation, text, writings, photographs, graphics, comments, suggestions or personally identifiable information (collectively, User Content).

You agree that either:

• your User Content is wholly original to you and you exclusively own the rights to your User Content, including the right to grant all of the rights and licenses in these Terms of Use; or
• all parties whose materials are included in your User Content, or who contributed in any way, are depicted in, or have any rights to your User Content, have granted you permission to submit and license your User Content to UrFilez as set forth herein, with full knowledge that UrFilez may exploit it in any manner whatsoever.
  
  

In either case without UrFilez incurring any third party obligations or liability arising out of its exercise of the rights thereto granted herein by you.

Unless expressly governed by Additional Terms, you grant to UrFilez the non-exclusive, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual and royalty-free right and license to host, use, copy, distribute, reproduce, disclose, sell, re-sell, sub-license, display, perform, transmit, publish, broadcast, modify, make derivative works from, re-title, reformat, translate, archive, store, cache or otherwise exploit in any manner whatsoever, all or any portion of your User Content, for any purpose whatsoever, in any and all formats; on or through any and all media, software, formula or medium now known or hereafter known; and with any technology or devices now known or hereafter developed and to advertise, market and promote same. You further agree that UrFilez is free to use any ideas, concepts, know-how or techniques contained in any User Content you send to the Site or UrFilez, for any purposes whatsoever, including, without limitation, developing, producing, marketing and otherwise exploiting products and/or services using such User Content; and without remuneration of any kind. You further perpetually and irrevocably grant UrFilez the unconditional right to use and exploit your name, persona and likeness included in any User Content and in connection with any User Content, without any obligations to you. You also grant to UrFilez the right to sub-license and authorize others to exercise any of the rights granted to UrFilez under these Terms of Use; and each such third parties will be entitled to benefit from the rights and licenses granted to UrFilez under these Terms of Use. Without limiting the generality of the forgoing, you authorize UrFilez to publish your User Content in a searchable format that may be accessed by users of the Site and the Internet. Except as prohibited by law, you waive any rights of attribution and/or any so-called moral rights you may have in any User Content you submit, even if such User Content is altered or changed in a manner not agreeable to you.

UrFilez has no obligation to monitor or enforce your intellectual property rights to your User Content but has the right to protect and enforce its and its licensee's licensed rights to your User Content, including, without limitation, by bringing and controlling actions in your name and on your behalf (at UrFilez's cost and expense, to which you hereby consent and irrevocably appoint UrFilez as your attorney-in-fact, with the power of substitution and delegation, which appointment is coupled with an interest).

Except as otherwise described in the Site's posted Privacy Policy , you agree that your User Content will be treated as non-confidential and non-proprietary and will not be returned. You should also be aware submissions of User Content may not be secure, and you should consider this before submitting any information to UrFilez.

You further acknowledge and agree that UrFilez will not have any obligation to review, monitor, display, accept or exploit any User Content and UrFilez may, in its sole discretion, delete, move, re-format, edit, alter, distort, remove or refuse to exploit User Content without notice or liability; provided, however, that UrFilez reserves the right to treat User Content on any Site, or on certain portions of any Site, as content stored at the direction of users for which UrFilez will not exercise editorial control except to enforce the rights of third parties and the content restrictions set forth below in our Community Usage Rules when violations are brought to UrFilez's attention. Such User Content posted at your or other users' direction need not, however, be maintained on the Site by us for any period of time and you will not have the right, once posted, to access, archive, maintain or otherwise use such User Content on the Site. You agree and understand that UrFilez is not obligated to use User Content and that you will not receive any consideration or compensation for your User Content or for any exploitation thereof.

7. COLLABORATIVE CONTENT AND VIRAL CONTENT DISTRIBUTION
The Site may offer certain functionality (sometimes referred to as mash up tools) that permit collaborative creation of content by users (Collaborative Content). Your contributions to the Collaborative Content are User Content, but the resulting content is subject to the following additional terms as a condition to your use of any mash up tools and the use of Materials, if any, made available for use in connection with the Collaborative Content on the Site:

• The license to use the Materials in connection with Collaborative Content or otherwise in association with User Content is limited to Materials specifically made available by UrFilez for that purpose, and may be revoked by UrFilez at any time without notice and without liability to you;
• Your use of the Collaborative Content is subject to these Terms of Use and any additional terms and conditions as UrFilez may from time-to-time require;
• Your contributions to Collaborative Content are irrevocable and you will have no control over your contributions to Collaborative Content after submission, including, without limitation, with respect to subsequent contributions made by third parties;
• You will not make any commercial use of the Collaborative Content, or the Materials made available for use in the Collaborative Content, in whole or in part, or sell, lease, hypothecate, transfer, license, distribute, reproduce, encumber or otherwise exploit same, in whole or in part, except that you may use the Site to create Collaborative Content pursuant to these Terms of Use and, if expressly permitted on the Site, you may engage in Viral Distribution, as defined below, pursuant to these Terms of Use.

If expressly permitted on the Site in connection with a specific mash up tool, UrFilez grants users limited, revocable permission to engage in Viral Distribution of Collaborative Content as may from time to time be made available on the Site for such purpose. Viral Distribution means the following, and for non-commercial purposes only: (a) sending Collaborative Content to friends, acquaintances at no charge by e-mail or other forms of digital delivery; (b) reproducing copies of Collaborative Content for personal use; and (c) posting and displaying a copy of Collaborative Content on a personal web site or on a third party web site that permits posting of content at the direction of users subject to its terms and conditions, provided that such third party web site does not charge for access to the Collaborative Content or associate products, services or advertising with the Collaborative Content.

You agree to include, and not remove or alter, UrFilez's trademark, copyright or other proprietary rights notices, as provided by UrFilez on the Site and within e-mail page(s), when displaying any Collaborative Content, and you agree to comply with usage guidelines that may be provided by UrFilez from time to time. UrFilez does not encourage or reward you for Viral Distribution and you agree not to engage in spamming or other unlawful or controversial behavior in connection with any Viral Distribution.

8. ACCEPTABLE USE POLICY: COMMUNITY USAGE RULES
As a user of the Site, you agree that these Community Usage Rules (Rules) are here to help you understand the conduct that is expected of members of the UrFilez online community (Community). Your participation in the Community is subject to all the Terms of Use, including these Rules. Please follow these Rules as you upload any User Content, comment, reply, and create forum discussions with other members of the Community (collectively Content):

• 13 and older only please. Community members must be 13 years and older with no exceptions. Membership through our registration process and agreement to these Terms required to participate in the Community. If you are under the age of 18, and reside in the United States, you must have permission from a parent or guardian to participate in any mobile marketing campaigns.
• Content must be yours please. All Content must be original with you, not copied from someone else's work, and you must have all rights in the Content; OR, all persons who contributed in any way or have any rights to your Content or otherwise appear in the Content have given you permission to upload and distribute the Content on the Site and elsewhere.
• No pictures or images of anyone but you and your friends and family. If you choose to upload photos to the Site, link to embedded videos, or include other images of real people, make sure they are of you or of you and someone you know, but only with their express permission to post it.
• Don't upload third party materials. Your Content should not contain any visible logos, phrases or trademarks or other third party materials. Do not use any Content that belongs to other people and pass it off as your own. This includes any content that you might have found elsewhere on the internet.
• Do we hear music? Your Content may not contain any music, jingles, sampling or otherwise unless the work and performance is original with you and/or you have all rights to the musical work (including any performances).
• Keep it relevant. Your Content should relate to the content on the Site, including music, artists and/or events, and should be intended to add to the discussion and community on the Site. It should not include irrelevant topics or postings (this is not the place to discuss politics, religion, or private matters).
• Please follow codes of social decency. Express yourself with non-offensive individual self-expression. Be respectful of others opinions and comments so we can continue to build a Community for everyone to enjoy. If you think your Content might offend someone, chances are it probably will and it doesn't belong on the Community. Cursing, flaming, harassing, stalking, posting insulting comments, personal attacks, gossip or similar actions are prohibited. Your Content may not threaten, abuse or harm others. Your Content may not include any negative comments that are connected to race, national origin, gender, sexual preference or physical handicap or that are defamatory, slanderous, indecent, obscene, pornographic or sexually explicit.
• Do not use the Community for commercial purposes. Your Content may not advertise or promote a product or service. You may not use your Content to raise money for anyone or for a pyramid or other multi-tiered marketing scheme.
• Do not upload Content that is inappropriate or illegal. Your Content may not promote any illegal activity. If someone could go to jail for taking action suggested by your Content, don't upload or post it. Your Content must not suggest, encourage or incite any person to use harmful substances or engage in any dangerous practices. Your content must also not promote or incite terrorism, the use or misuse of weapons, or encourage or incite a person to commit a criminal offense. If you do upload or post Content that is illegal or in violation of applicable law, we reserve the right to take action that we deem appropriate, in our sole discretion, including reporting you to the proper governmental authorities.
• No violence. Your Content may not promote violence or describe how to perform a violent act.
• Be honest and do not misrepresent yourself or your Content. Do not impersonate any other person, user or company or upload or post Content that you know is false, fraudulent, deceptive, inaccurate, misleading or that misrepresents your identity or affiliation with a person or company.
• Others are watching. We hope that you will use the Community to exchange information and content and have discussions with other members. However, please remember that the Community is a public forum and Content that you post on the Community will be accessible and viewable by other users. Do not post personal information (e.g. full name, password, phone number, address, e-mail address or other personally identifiable information or contact information)
• Don't share other people's personal information. Your Content may not reveal another person's address, phone number, e-mail address, credit card number or any information that may be used to track, contact, or impersonate that individual or that is extremely personal in nature.
• Don't damage the site or anyone's computers. Content may not upload viruses, Trojan horses, spyware or any other technologies that could impact the operation of the Site or any computer system.
  • Blog comments
  • Photos placed on profiles or forums
  • Videos placed on forums
  • Topic postings in discussion boards as well as replies

Community Policing: As part of the Community, we hope you enjoy your experience and are comfortable with interacting and viewing the Site. There may be Community tools in effect that allow all Community members to 'flag' content that they deem inappropriate, offensive or uncomfortable. There is an 'Inappropriate Flag' link provided on UrFilez by user generated content (comments, replies, photos, etc.) where a Community member can flag that content as potentially offensive.

These are the items that can be flagged with an 'Inappropriate Flag':


We reserve the right, in our sole discretion, to remove or disable content that is flagged with an 'Inappropriate Flag' or any content that we find, in our sole discretion or violates these Rules or any other Terms of Use, or that we otherwise find objectionable.We reserve the right to disable or otherwise terminate the user accounts of users that we determine to be in violation of these Rules or any other of the Terms of Use, or that post content which is repeatedly flagged with an 'Inappropriate Flag.'

9. LINKS, LINKING AND OTHER PARTIES
(a) Linking to Third Party Sites.This Site contains links to pages on other websites, and those sites may offer information, materials, products, services or other resources. Because UrFilez has no control over such sites, you acknowledge and agree that UrFilez has no responsibility for the accuracy of information or materials provided on or via the Site, or any products, services or other resources made available on or via such sites. Links to these sites do not constitute an endorsement by UrFilez of the sponsors of such sites or the content, products, services, advertising or other materials presented on those sites. You further acknowledge and agree that UrFilez is not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any content, products, services, advertising or other materials presented on these sites. Use such web sites with caution.

From time to time, you may communicate with, receive communications from, be re-directed to, interact with, participate in, or use the services of, or obtain goods and services. of or from third parties as a result of your use of the links to other sites provided on the Site. All such communication, interaction and participation is strictly and solely between you and such other sites and UrFilez shall not be responsible or liable to you in any way in connection with these activities or transactions (including, without limitation, any representations, warranties, covenants, contracts or other terms or conditions that may exist between you and the third party or any goods or services that you may purchase or obtain from any third party).

(b) Third Party Content. UrFilez will make third party content, such as music videos, audio, articles and other content, available on the Site. Any views or information expressed in such third party content is strictly attributed to its author and should not be attributed to UrFilez or its members.

(c) No Unauthorized Linking to the Site. You may not link to this Site, or to any portion of the Site, from any site that you own or control, or from any other site, without first obtaining UrFilez's express written permission.

10. MOBILE
The Site offers features and services that are available to you via your mobile phone. These features and services may include, without limitation, the ability to upload content to the Site, receive messages from the Site, download applications to your mobile phone or access Site features (collectively, the 'Mobile Features'). We may charge for Mobile Features and these charges will be disclosed prior to completion of registration for the Mobile Feature. Also, standard messaging, data and other fees may be charged by your carrier. Fees and charges will appear on your mobile bill or be deducted from your pre-paid balance. Your carrier may prohibit or restrict certain Mobile Features and certain Mobile Features may be incompatible with your carrier or mobile device. Contact your carrier with questions regarding these issues. As applicable, instructions regarding how to opt-out of Mobile Features will be disclosed in connection with Mobile Features. The instructions will typically require you to text a keyword (e.g., 'STOP,' 'CANCEL,' 'END,' 'UNSUBSCRIBE,' 'QUIT,' etc.) to the applicable shortcode for the Mobile Feature.
You agree that the Mobile Features for which you are registered may send communications to your mobile device regarding UrFilez or other parties. Further, we may collect information related to your use of the Mobile Features. If you have registered for Mobile Features, you agree to notify UrFilez of any changes to your mobile number and update your account(s) on the Site to reflect this change.

11. REPRESENTATIONS AND WARRANTIES
You represent and warrant to UrFilez that: (i) you have all requisite power and authority, to enter into these Terms of Use, and to execute, deliver and perform all of your obligations under these Terms of Use, (ii) your performance under these Terms of Use and/or the rights granted herein do not and will not conflict with or result in a breach or violation of any of the terms or provisions, or constitute a default under any contract or agreement, to which you are currently bound or will become bound in the future, (iii) your performance under these Terms of Use will comply with all applicable laws, rules and regulations (including, without limitation, export control, privacy and obscenity laws), domestic or foreign, (iv) you hold and will continue to hold all rights necessary to enter into and fully perform your obligations under these Terms of Use and to grant the rights granted under these Terms of Use, (v) all information you provide to UrFilez is true, accurate and current and you will promptly update your account if it changes, (vi) any user content that you contribute to the Site is not infringing upon any third party rights, (vii) you have no obligation to any third party with respect to user content contributed by you to the Site and (viii) you will participate solely for the purposes intended and expressly permitted.

12. Disclaimer of Warranties
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:YOUR USE OF THE SITE IS AT YOUR SOLE RISK. ANY CONTENT OR MATERIALS (INCLUDING THIRD PARTY MATERIALS) CONTAINED IN OR ON THE SITE IS PROVIDED 'AS IS' WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, URFILEZ AND ITS PARENT, SUBSIDIARIES AND AFFILIATES, ITS MEMBER COMPANIES, AND ANY OF THEIR RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, SHAREHOLDERS, AGENTS, MEMBERS, VENDORS OR CONTRACTORS (COLLECTIVELY, THE 'URFILEZ PARTIES') MAKE NO REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOVER, EXPRESS OR IMPLIED, AS TO: (A) THE SITE; (B) THE MATERIALS ON OR PROVIDED THROUGH THE SITE; (C) THE APPLICATIONS AND/OR DOWNLOADABLE ITEMS ASSOCIATED WITH THE SITE; (D) USER CONTENT; (E) THE FUNCTIONS MADE ACCESSIBLE ON OR THROUGH THE SITE; (F) ANY SERVICES OFFERED OR REFERENCED AT THE SITE; AND/OR (G) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TRANSMITTED TO THE URFILEZ OR VIA THE SITE. IN ADDITION, THE URFILEZ PARTIES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THIS SITE AND ANY SITE RELATED CONTENT OR MATERIALS.

IN ADDITION, THE URFILEZ PARTIES DO NOT REPRESENT OR WARRANT THAT THE SITE OR THE FUNCTIONS CONTAINED THEREIN WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SITE OR THE SERVER THAT MAKES THE SITE AVAILABLE IS FREE FROM ANY HARMFUL COMPONENTS, INCLUDING, WITHOUT LIMITATION, VIRUSES. THE URFILEZ PARTIES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION ON THE SITE IS ACCURATE, COMPLETE, CORRECT, ADEQUATE, USEFUL, TIMELY, RELIABLE OR OTHERWISE. YOU ACKNOWLEDGE, BY YOUR USE OF THE SITE, THAT YOUR USE IS AT YOUR SOLE RISK. THE URFILEZ PARTIES DO NOT WARRANT THAT YOUR USE OF THIS SITE IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND THE URFILEZ PARTIES SPECIFICALLY DISCLAIM SUCH WARRANTIES. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO THE EXTENT SUCH JURISDICTION'S LAW IS APPLICABLE TO THIS AGREEMENT.

BY ACCESSING OR USING THE SITE YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE SITE.

13. TERMINATION, DISCONTINUANCE AND INTERRUPTIONS
In the event of any violation of these Terms of Use or any guidelines, policies or restrictions on this Site, your license to use the Materials will automatically terminate. Further, UrFilez may, in its sole discretion, suspend and/or terminate your access to and use of the Site and/or Materials, in whole or in part, for any reason, including, without limitation, if UrFilez believes that you violated or acted inconsistently with the letter or spirit of these Terms of Use or otherwise acted inappropriately. UrFilez may do so, in its sole discretion, without liability and without providing you with prior notice. UrFilez may also investigate suspected violations of these Terms of Use and may refer violations to law enforcement authorities. If your access to this Site is suspended or terminated by UrFilez, or UrFilez otherwise asks, all rights granted to you under these Terms of Use will cease immediately, and you agree that you will:

• immediately discontinue use of the Site; and
• destroy all materials obtained from the Site and any related materials.


The rights granted by you, and your agreements, obligations and covenants are not subject to termination, revocation or rescission and survive termination.

UrFilez maintains the right to discontinue operation of the Site, or your use of the Site, in any case, in whole or in part, at any time, in its discretion, with no obligation to you. UrFilez reserves the right to interrupt the services with or without prior notice for any or no reason. You agree that UrFilez will not be liable for any interruption of the services, or any delay or failure to perform the services, and that UrFilez has the right at any time for any or no reason to change and/or eliminate any aspect(s) of the Site as it sees fit in its sole discretion.

14. LIMITATION OF LIABILITY AND REMEDIES
UNDER NO CIRCUMSTANCES WILL THE URFILEZ PARTIES BE LIABLE TO YOU FOR ANY LOSS OR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, FOR ANY DIRECT, INDIRECT, ECONOMIC, EXEMPLARY, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO (A) THE SITE; (B) THE MATERIALS; (C) THE APPLICATIONS AND/OR DOWNLOADABLE ITEMS ASSOCIATED WITH THE SITE; (D) USER CONTENT; (E) YOUR USE OF, INABILITY TO USE, OR THE PERFORMANCE OF THE SITE; (F) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY THE URFILEZ PARTIES OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR USE OF THE SITE; (G) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS; (H) ANY ERRORS OR OMISSIONS IN THE SITE'S TECHNICAL OPERATION; OR (I) ANY DAMAGE TO ANY USER'S COMPUTER, HARDWARE, COMPUTER SOFTWARE, CELLULAR PHONE, MODEM OR OTHER EQUIPMENT OR TECHNOLOGY INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF FORESEEABLE OR EVEN IF THE URFILEZ PARTIES HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR TORT (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR THEFT OR DESTRUCTION OF THE SITE)). IN NO EVENT WILL THE URFILEZ PARTIES BE LIABLE TO YOU OR ANYONE ELSE FOR LOSS, DAMAGE OR INJURY, INCLUDING, WITHOUT LIMITATION, DEATH OR PERSONAL INJURY. 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. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE URFILEZ PARTIES TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OR ACTION EXCEED FIVE EUROS ($5.00).

YOU AGREE THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT ARISE OUT OF THE URFILEZ PARTIES' ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF ANY SITE, PROPERTY, PRODUCT, SERVICE, OR OTHER MATERIALS OWNED OR CONTROLLED BY THE URFILEZ PARTIES, OR OTHER EQUITABLE RELIEF, AND, WITHOUT LIMITATION, YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION OR EXPLOITATION OF ANY SITE, PROPERTY, PRODUCT, SERVICE, OR OTHER MATERIALS LICENSED TO OR OWNED OR CONTROLLED BY THE URFILEZ PARTIES. BY ACCESSING THIS SITE, YOU IRREVOCABLY WAIVE ANY AND ALL RIGHTS TO SEEK INJUNCTIVE OR OTHER EQUITABLE RELIEF AND ANY AND ALL RIGHTS TO RECOVER MONETARY OR OTHER DAMAGES.

BY ACCESSING THE SITE, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

15. INDEMNITY
You agree to defend, indemnify and hold the UrFilez Parties harmless from and against any and all claims, demands, damages, losses, investigations, liabilities, judgments, settlements, costs (including attorneys' fees), and/or other expenses that directly or indirectly arise from or are otherwise directly or indirectly related to: (a) your breach or alleged breach of these Terms of Use, (b) your use of the Site or activities in connection with the Site, (c) your violation of any laws, rules or regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities, (d) your User Content, (e) the UrFilez Parties' use of your information, content or submissions, or (f) information or materials transmitted through your computer, even if not submitted by you, that damages the Site. You will cooperate fully as required by UrFilez in the defense of any claim, demand and/or investigation. UrFilez Parties reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you will not in any event settle any claim, demand and/or investigation without the prior written consent of a duly authorized representative of UrFilez Parties.

16. EQUIPMENT
You agree to be responsible for obtaining and maintaining all telephone, computer hardware, broadband and/or any other equipment necessary for access to and use of the Site, and you shall be responsible for all charges related thereto.

17. GOVERNING LAW AND MANDATORY ARBITRATION
UrFilez, controls and operates the Site from Bahrain and the Site is intended for residents of Africa, Asia, the Middle East, and the United Kingdom. We make no representation or warranty that the Site, or any of the Materials or other information on the Site, are appropriate or available for use in other locations. The Terms shall be governed by and construed in accordance with the laws of England as well as all of England’s laws governing contracts entered into and to be fully performed in England (i.e., without regard to conflict of laws provisions) regardless of your location. The parties specifically disclaim application of the Convention on Contracts for the International Sale of Goods.

You acknowledge that the rights granted and obligations made hereunder to UrFilez are of a unique and irreplaceable nature, the loss of which shall irreparably harm UrFilez and which cannot be replaced by monetary damages alone so that UrFilez shall be entitled to injunctive or other equitable relief (without the obligations of posting any bond or surety) in the event of any breach or anticipatory breach by you. Except with respect to the interpretation, protection or enforcement of UrFilez's intellectual property rights or rights to seek injunctive relief (which will only be subject to arbitration if the parties mutually agree), you agree that any suit, action or proceeding arising out of or relating to these Terms of Use or the Site (including, without limitation, statutory, equitable or tort claims) shall be resolved solely by binding arbitration before a sole arbitrator under the International rules and regulations of the International Centre of Dispute Resolution of the American Arbitration Association. The arbitration shall be held in London, United Kingdom, or Paris, France. The arbitrator shall apply the substantive laws of the United Kingdom, and shall issue a written decision, and shall have the power to award any legal remedies consistent with this Agreement except for punitive, exemplary or special damages.The parties expressly incorporate into these Terms of Use the terms of California Code of Civil Procedure Sections 1283 and 1283.05 pertaining to pre-hearing discovery. The parties will split the arbitrator's fee; provided, however, if applicable law requires UrFilez to pay the arbitrator's fee in order for the arbitration provision to be enforceable, UrFilez shall have the discretion to elect to pay such fees and proceed to arbitration. You agree that the provisions in this paragraph, all provisions of these Terms of Use other than the rights and permissions granted hereunder to you, will survive any termination of your account(s). You irrevocably agree that any and all disputes, claims and causes of action you may have in connection with or related to the Site will be resolved individually, without resort to any form of class action.

18. SEVERABILITY
If any provision of these Terms of Use are found to be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from the remainder, which will remain in force; the parties agree that the tribunal should endeavor to give the fullest possible effect to the parties' intentions as reflected in the provision and shall not affect the validity and enforceability of any remaining provisions.

19. WAIVER
The failure of UrFilez to act with respect to a breach of these Terms of Use by you or others does not constitute a waiver and will not limit UrFilez's rights with respect to such breach or any subsequent breaches. No waiver by UrFilez Parties of any of these Terms of Use will be of any force or effect unless made in writing and signed by a duly authorized officer of the applicable UrFilez Party. Neither the course of conduct between the parties nor trade practice will act to modify these Terms of Use.

20. ASSIGNMENT
You may not delegate, assign or transfer your rights or obligations under the Terms of Use, in whole or in part, by operation of law or otherwise, without the prior written consent of UrFilez. Any attempted assignment in violation of this section will be null and void and have no force and effect. UrFilez may assign this Agreement, in whole or in part, freely at any time without notice. Subject to the foregoing, these Terms of Use will bind and inure to the benefit of any permitted successors and assigns.

21. Contact
You may contact us as at support[at]urfilez.com if you have questions or comments about our Terms of Use or the Site.Please note your e-mails or written correspondence may not receive a response.

22. Miscellaneous
You agree to be responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed for access to and use of the Site, and you will be responsible for all charges related thereto. Upon UrFilez's request, you will furnish UrFilez with any documentation, substantiation or releases necessary to verify your compliance with these Terms of Use. The Section titles are inserted only as a matter of convenience and have no legal or contractual effect. You agree that these Terms of Use will not be construed against UrFilez by virtue of having drafted them.

23. MODIFICATION
UrFilez reserves the right to change or modify these Terms of Use at any time. These Terms of Use will not be modified except in writing, as posted on this Site by UrFilez. Any change or modification made by UrFilez will be effective immediately upon posting on the Site and your continued use of the Site means that you have agreed to accept any changes or modifications made by UrFilez. You should therefore periodically visit this page to review the most recent Terms of Use.