Effective November 24, 2011
Terms of Use
This Agreement is between GC-FTP - a Tederic, LLC service ("GC-FTP") and you ("you" or "Customer"), as an authorized user of GC-FTP,
and governs the terms and conditions of your use of GC-FTP ("GC-FTP" or "the Service"). This Agreement, together with any
operating rules, policies, price schedules, or other supplemental documents expressly incorporated herein by reference and published
from time to time by GC-FTP (collectively, the "Agreement"), constitutes the entire agreement between GC-FTP and you regarding
GC-FTP, and supersedes all prior agreements between the parties regarding the subject matter of this Agreement. Notwithstanding
the foregoing, your use of any software provided by GC-FTP related to the Services shall be pursuant to a separate agreement
governing Customers' use of such software. For purposes of this Agreement, "GC-FTP" or "Services" are defined as any and all
services provided by GC-FTP to you either now or in the future. By using GC-FTP, you confirm your acceptance of, and agree
to be bound by, this Agreement.
Description of Service
GC-FTP is in the business of providing Internet-based data storage and transfer resources. It is our goal to provide you
with the best access possible to data storage and transfer resources available through the Internet. Our business depends
upon it and GC-FTP is strongly motivated to achieve success. We want you to have the best possible experience in dealing
with GC-FTP and using GC-FTP's services.
GC-FTP offers Services at its website, www.GC-FTP.com.
Fair Use Policy
You will have the option to subscribe for additional services that GC-FTP offers as described on the GC-FTP Website, all subject to the terms of this Agreement or another agreement specific to those additional services.
Incomplete Signup E-mails
If you begin the sign up process for GC-FTP but fail to complete the process, GC-FTP may contact you in an
effort to help successfully guide you through this process. You hereby authorize GC-FTP to make such contact, even if you
ultimately determine not to sign up for GC-FTP.
Non-Transferable Membership
GC-FTP grants you a personal, non-exclusive, non-transferable license to use the products and software contained in or made
available through the Service (the "Content") solely for your own internal purposes. All rights not expressly granted by
GC-FTP to you are retained.
Restrictions
You are permitted to store, manipulate, analyze, reformat, print, and display the Content only for your personal use. Unauthorized
use of the Service, or the resale of the Services without GC-FTP's prior written consent, is expressly prohibited. You shall not
copy, license, sell, transfer, transmit, make available, distribute, publish, or assign this license or the Content in any format
to any third party.
No illegal, pornographic or copyrighted materials may be saved on this site.
Third Party Interaction
In your use of the Service, you may enter into correspondence with, purchase goods and/or services, or participate in promotions
of advertisers or sponsors showing their goods and/or services through the Service. Any such activity, and any terms, conditions,
warranties or representations associated with such activity, is solely between you and the applicable third-party. GC-FTP
shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any
such third-party.
Links to Third Party Sites
GC-FTP does not endorse any sites on the Internet that are linked through the Service. GC-FTP is providing these links to
you only as a matter of convenience, and in no event shall GC-FTP be responsible for any content, products, or other materials
on or available from such sites.
User Accounts
A user account is required to access the Service and may be accessed and used only by those authorized individuals who are registered
with GC-FTP. To open a user account, you or your company must complete the registration process by providing GC-FTP with current,
complete and accurate information as prompted by the registration form. In registering for the Service, you agree to submit accurate,
current and complete information about you and promptly update such information. Should GC-FTP suspect that such information is
untrue, inaccurate, not current or incomplete, GC-FTP has the right to suspend or terminate your usage of the Service. You will
choose a personal, non-transferable password.
User Responsibilities
You are also solely responsible for any and all activities that occur under your account and ensuring that you exit or log-off from
your account at the end of each session of use. You shall notify GC-FTP immediately of any unauthorized use of your password or
account or any other breach of security that is known or suspected by you. You shall also use your best efforts to stop immediately
any copying or distribution of Content that is known or suspected by you. GC-FTP shall not be responsible for any unauthorized
access to, or alteration of, your transmissions or data, any material, information or data sent or received, regardless of whether
the data is actually received by GC-FTP, or any transactions entered into through the Service or failure to abide by this Agreement.
Account Information and Data
GC-FTP does not own any data, information or material that you submit to the Service or store in your account ("Data"). GC-FTP
will not monitor, edit, or disclose any information regarding you or your account, including any Data, without your prior permission
except in accordance with this Agreement. GC-FTP may access your account, including its Data, to respond to service or technical
problems or as stated in this Agreement. You, not GC-FTP, shall have sole responsibility for the accuracy, quality, integrity,
legality, reliability, appropriateness and copyright of all Data and GC-FTP shall not be responsible or liable for the deletion,
correction, destruction, damage, loss or failure to store any Data.
Payment of Fees
GC-FTP offers its Service, as described on the GC-FTP website (www.GC-FTP.com) and as published within the Service, for service fees
(the "Fees") which you will pay to GC-FTP by authorized credit card or by check. The Fees applicable for
the Service are available at www.GC-FTP.com and as published within the Service. GC-FTP reserves the right to change the Fees or
applicable charges and to institute new charges at any time, upon thirty (30) days prior notice to you (which may be sent by e-mail).
Your authorized credit card will automatically be charged Fees upon creation of new Project.
Thereafter, the Fees will automatically be charged to your authorized credit card every one (1) month for every Project.
In the event you cancel the Service, GC-FTP will not refund any Fees already paid by you.
Your GC-FTP account will be considered delinquent if your credit card company refuses for any reason to pay the amount billed to it and
that amount remains unpaid at the beginning of the next accounting cycle. The Service may be suspended, archived or purged from system if
account is delinquent for more than 30 days. GC-FTP may impose a charge to restore archived data from delinquent accounts.
If you believe GC-FTP has billed you incorrectly, you must contact GC-FTP no later than 60 days after the closing date on the first billing
statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to GC-FTP's
Customer Support department.
GC-FTP may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by GC-FTP
fifteen (15) days after the mailing date of the invoice, or the Service may be terminated. Unpaid invoices are subject to interest of 1% per
month on any outstanding balance, or the maximum permitted by law, plus all expenses of collection.
Please remember that GC-FTP bills you immediately for the extra features you order. Subsequently, you will be billed for all subscription charges on the
normal billing date for your account. If you choose to cancel the extra features after your card has been billed for the month, you will not be
reimbursed for the days you did not use the features.
Trial Offers, Coupons, Credits and Special Offers
GC-FTP reserves the right to discontinue or modify coupons, credits and special promotional offers at our discretion. Free Trial terms vary by promotional offer. At
the end of the trial period You will be automatically subscribed and we will bill your credit card for the fees to the Service plan You
selected at registration or to a default Service plan for trial subscribers selected by GC-FTP. At the end of the trial You will be billed
a pro-rated amount for the number of days left in the month. Thereafter you will be billed the normal amount on the 1st of each month. If you
wish to terminate the trial and do not wish to subscribe to a plan, You must cancel before the end of your trial period. You may cancel in the
Admin screen.
User Conduct
You agree to abide by all applicable local, state, national and foreign laws, treatises and regulations in connection with the Service.
In addition, without limitation, you agree not to use the Service to: (a) use information from the Service in connection with sending
unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of
duplicative or unsolicited messages, whether commercial or otherwise; (b) harvest, collect, gather or assemble information or data
regarding other users, including e-mail addresses, without their consent; (c) transmit through or post on the Service unlawful, harassing,
libelous, abusive, harassing, tortious, defamatory, threatening, harmful, abusive, libelous, invasive of another's privacy, vulgar, obscene
or otherwise objectionable material of any kind or nature or which is harmful to minors in any way; (d) transmit any material that may
infringe the intellectual property rights or other rights of third parties, including trademark, copyright or right of publicity;
(e) transmit any material that contains software viruses or other harmful or deleterious computer code, files or programs such as trojan
horses, worms, time bombs, cancelbots; (f) interfere with or disrupt servers or networks connected to the Service or violate the regulations,
policies or procedures of such networks; (g) attempt to gain unauthorized access to the Service, other accounts, computer systems or networks
connected to the Service, through password mining or any other means; or (h) harass or interfere with another user's use and enjoyment of the Service.
GC-FTP has no obligation to monitor the Service and/or Content or any user's use thereof or retain the content of any user session.
However, GC-FTP reserves the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy
any applicable law, regulation, legal process or governmental request.
Termination
GC-FTP, in its sole discretion, may terminate your password, account or use of the Service and remove and discard any Data within the
Service if you fail to comply with this Agreement. You may terminate your user account upon notice to GC-FTP at any time; however,
you will not receive a refund of any portion of your fees paid to GC-FTP. Upon termination by GC-FTP or at your direction, you
may request a file of your Data, which GC-FTP will make available for a fee. You must make such request at the notification of
termination to receive such file within (30) days of termination. Upon termination of an account, your right to use such account
and the Service immediately ceases. GC-FTP shall have no obligation to maintain any Data stored in your account or to forward
any Data to you or any third party.
Proprietary Rights
Except for the licenses granted herein, you have no right, title or interest in or to the Service or any Content. You agree that
GC-FTP or its licensors retain all proprietary right, title and interest, including copyright and all other intellectual property
rights, in and to the Service and Content, including, without limitation, text, images, and other multimedia data. GC-FTP and/or
other GC-FTP products and services referenced herein are either trademarks or registered trademarks of GC-FTP.
Indemnification
You shall indemnify and hold GC-FTP and its parents, subsidiaries, affiliates, officers, members, directors, employees, attorneys,
and agents, harmless from and against any and all claims, costs, damages, losses, liabilities, and expenses
(including attorneys' fees and costs) arising out of or in connection with your use of the Service (including the Content)
or breach of this Agreement.
Disclaimer of Warranties
GC-FTP MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY,
ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. GC-FTP DOES NOT REPRESENT OR WARRANT THAT: (I) THE USE OF THE SERVICE WILL
BE TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (II) THE SERVICE
WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (III) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED
OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (IV) ERRORS OR DEFECTS WILL BE CORRECTED, (V)
THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL
CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED,
STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY GC-FTP.
Limitation of Liability
IN NO EVENT SHALL GC-FTP'S AGGREGATE LIABILITY EXCEED THE AMOUNT ACTUALLY PAID BY YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY
PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL GC-FTP BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL,
EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER
ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO YOUR USE OR INABILITY
TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, EVEN IF GC-FTP HAS BEEN PREVIOUSLY ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
Additional Rights
Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or
consequential damages, so the exclusions set forth above may not apply to you.
Local Laws and Export Control
GC-FTP controls and operates this Service from its location in the United States of America and is subject to the United States
Export Administration Laws and Regulations. GC-FTP makes no representation that the Service is appropriate or available for
use in other locations. If you use the Service from outside the United States of America, you are solely responsible for compliance
with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the
Content contrary to United States law is prohibited. None of the Content, nor any information acquired through the use of the
Service, is or will be acquired for, shipped, transferred, or re-exported, directly or indirectly, to proscribed or embargoed
countries or their nationals, nor is or will be used for nuclear activities, chemical biological weapons, or missile projects,
unless specifically authorized by the United States Government for such purposes. You shall comply strictly with all United States
export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.
Modification to Terms
GC-FTP reserves the right to change the terms and conditions of this Agreement or its policies relating to the Service at any
time and shall notify you by posting an updated version of this Agreement on the Service and/or by sending you an email message.
You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute
your consent to such changes.
General
This Agreement will be governed by Missouri law and controlling United States federal law, without regard to the choice or
conflicts of law provisions of any jurisdiction. You shall bring all disputes, actions, claims, or causes of action related to this
Agreement or in connection with the Service only in the federal and state courts located in St. Louis, MO. No text or
information set forth on any other purchase order, preprinted form or document shall add to or vary the terms and conditions of
this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable,
then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable
provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency
relationship exists between you and GC-FTP as a result of this agreement or use of the Service. The failure of GC-FTP to
enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged
and agreed to by GC-FTP in writing. GC-FTP has the right to assign any or all of its rights and obligations under this
Agreement at any time. This Agreement comprises the entire agreement between you and GC-FTP and supersedes all prior or
contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject
matter contained herein.