- No Affiliation.
Clarivate Analytics and the third-party
Service Provider are separate entities
that have no affiliation with one
another and do not have the right to
bind the other, contractually or
otherwise.
- Scope of Services.
The Service provided by the Service
Provider includes all online virtual
data room, offline services and any
related support services. The Service
shall keep all Materials supplied by you
confidential, secure, and in accordance
with those standards required by under
ISO 27002 (Security) and SSAE16 SOC3;
and ensure that all personnel having
access to Materials are under a binding
commitment to maintain the
confidentiality and security of those
Materials. Technical support by phone
and email is provided free with the
Clarivate Analytics Private Site during
the hours 7am to 7pm Monday through
Friday Central Time. The Service
Provider will provide technical support
and account support directly to users,
including password-reset requests to the
registered email address of the
requestor through email at
support@filesanywhere.com or telephone
at 1-(469)499-0777.
- No Liability for Data Stored
on the Service. Clarivate
Analytics assumes no liability for the
content of any of the data you store on
the Service, be it obscene, offensive,
illegal, or if it is an infringement of
property rights of anyone. Individual
users are solely responsible for the
file content they upload and store on
the Service. You warrant and represent
that you own or otherwise control all of
the intellectual property rights
necessary for the data stored using the
Service.
- Individual Account Security,
Privacy, and Personal Use.
Each user is the only person responsible
for the security and confidentiality of
their passwords or other identifiers
required to be used in order to access
the Service. Furthermore, each user is
entirely responsible for any and all
activities that occur under their
account. You agree to notify the Service
Provider immediately of any unauthorized
use of your account or any other breach
of security by your users or other third
parties. Clarivate Analytics will not be
liable for any loss that you may incur
as a result of someone else using your
passwords or accounts, either with or
without your knowledge. You—and your
user’s—may not use anyone else’s account
at any time without the permission of
the account holder.
- Grant of License,
Non-Transferable Membership.
Clarivate Analytics grants you a
personal, non-exclusive,
non-transferable license to use the
Service for your own individual
purposes. All rights related to this
Service not expressly granted to you are
retained by Clarivate Analytics or the
Service Provider. You shall use the
Service only as specifically permitted
by this license and in accordance with
the requirements of applicable federal,
state and local law. You shall not
modify, enhance or otherwise alter the
Service. You further agree not to alter,
obscure or remove any copyright notices
and other proprietary notices,
regardless of form, contained in or
affixed to the Service. You must have a
valid, registered user account to access
the Service. Your password may be
maintained by you as often as you like,
however this password is
non-transferable. Upon termination or
cancellation of the Service, this
agreement will automatically terminate
and the license to use the backup
software under this agreement shall be
permanently revoked; provided that the
Service Provider shall reasonably
provide you or your designee with the
information, cooperation and assistance,
as reasonably requested by you, to
assure an orderly return or transfer of
your Materials (and all related records
and files) to you. YOU AGREE THAT YOUR
ACCOUNT PASSWORD MUST BE KEPT PRIVATE
AND MAY NOT BE USED BY ANY OTHER
INDIVIDUAL OR AUTOMATED PROCESS TO
ACCESS YOUR ACCOUNT UNLESS THEY ALSO
HAVE AN ASSIGNED USER LICENSE OR
"SUBACCOUNT" USER LICENSE. This includes
access via Web, FTP, Secure FTP or
WebDAV protocols.
- Term. You may use
the Service for as long as you are a
Clarivate Analytics customer in good
standing and the Service is available
through Clarivate Analytics.
- Disclaimer of Warranties.
Clarivate Analytics IS NOT RESPONSIBLE
FOR ANY LOSS OF DATA DUE TO TRANSMISSION
ERROR, CLIENT SOFTWARE ERROR, SERVER
SOFTWARE ERROR, USER ERROR, OR ANY
CAUSE. DUE TO THE NATURE OF THE INTERNET
AND THE ONLINE BACKUP SERVICE, IT IS
STRONGLY RECOMMENDED THAT YOU PERFORM
ROUTINE TESTS OF THE FILE RESTORE
FEATURES AND FAMILIARIZE YOURSELF WITH
THE COMPLETE OPERATION OF THE BACKUP
SOFTWARE BEFORE AN EMERGENCY SITUATION
ARISES. You agree that the Service comes
with no warranty and is "AS IS" and "AS
AVAILABLE" only. The Service is not
intended to be the sole backup location
for any data; users are responsible for
backing up their own data files to a
location other than the Service. You
assume all risks associated with
accepting a Service of this kind.
Clarivate Analytics expressly disclaims
every type of warranty whether express
or implied, including, but not limited
to, the warranties of merchantability,
fitness for a particular purpose and
non-infringement.
Clarivate
Analytics makes no warranty that the
Service will meet your requirements or
that the Service will be uninterrupted,
timely, secure or error-free. Clarivate
Analytics takes no responsibility for
damage done to your property as a result
of your use, unauthorized use, misuse,
unauthorized modifications, neglect, or
by accident, fire, power surge or
failure, other hazard, or force majeure,
of the Service. In addition, Clarivate
Analytics does not make a warranty for
any goods which are purchased through
the Service. Anything which you purchase
through the Service is a separate
agreement between you and the third
party, and Clarivate Analytics shall
have nothing to do with it. Further, if
anyone who is an employee or agent of
Clarivate Analytics makes any sort of
statement, it shall not be construed as
a warranty.
- Limitation of Liability.
Neither of us will be liable for any
special, direct, consequential,
indirect, punitive, or incidental
damages related to this Agreement. These
excluded damages include, but are not
limited to, loss of data, loss of
goodwill, loss of profits, loss of
savings, loss of use, interruption of
business, or other economic loss. The
total aggregate liability and exclusive
remedy under this agreement for each of
us, for any claim, whether in contract
(including breach of warranty) or tort
(including negligence) shall be limited
to 100% of the amount paid under this
agreement. The existence of more than
one claim will not enlarge or extend
these limits.
- US Laws. When
using the Service, you agree to follow
U.S. laws regarding transmitting data
and not to make illegal use of the
Service or use it for purposes which are
illegal. The Service, including
technical data and data you store, is
subject to U.S. export control laws,
including the International Emergency
Economic Powers Act and the U.S. Export
Administration Act and their associated
regulations, and may be subject to
export or import regulations in other
countries. You acknowledge and agree to
comply strictly with all such
regulations and acknowledge that you
have the responsibility to obtain
licenses to export, re-export, or import
such data. Further, you agree not to use
the Service for transmitting vulgar,
obscene, harmful, libelous, abusive, or
unlawful material. You agree not to
attempt to gain access to other computer
systems. Also, you agree not to
interfere with anyone else who is a
member of the Service in their use and
enjoyment of the Service. You agree to
not transmit anything over the Service
which could cause civil liability
against anyone or break applicable
international regulations, international
laws, national laws, national
regulations, state laws, state
regulations, or local laws, or local
regulations.
- Use of Service. In
connection with any file uploads, shared
fo In connection with any file uploads,
shared folders, emailed file
attachments, or other links, you further
agree that you will not: (i) submit
material to the Service or distribute
material from the Service, whether it by
uploading, email file attachments,
links, or any other feature provided by
the Service, that is copyrighted,
protected by trade secret or otherwise
subject to third party proprietary
rights, including privacy and publicity
rights, unless you are the owner of such
rights or have permission from the
rightful owner to post the material and
to grant to Clarivate Analytics and the
Service Provider all of the license
rights granted herein;
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- (ii) publish falsehoods or
misrepresentations that could damage
Clarivate Analytics or any third party;
(iii) submit material that is unlawful,
obscene, defamatory, libelous,
threatening, pornographic, harassing,
hateful, racially or ethnically
offensive, or encourages conduct that
would be considered a criminal offense,
give rise to civil liability, violate
any law, or is otherwise inappropriate;
(iv) post advertisements or
solicitations of business; or (v)
impersonate another person.
Clarivate Analytics does not endorse any
user-supplied content or guest-supplied
content or uploaded material or any
opinion, recommendation, or advice
expressed therein, and Clarivate
Analytics expressly disclaims any and
all liability in connection with
user-supplied content or guest-supplied
content or uploaded material. Clarivate
Analytics and the Service Provider do
not monitor use of the Service. However,
Clarivate Analytics reserves the right
for the Service Provider to review data
and use and to remove any materials in
its sole discretion. Clarivate Analytics
does not permit copyright infringing
activities and infringement of
intellectual property rights on the
Service, and the Service Provider will
remove all user-supplied content or
guest-supplied content or uploaded
material if properly notified that such
content infringes on another's
intellectual property rights. Clarivate
Analytics reserves the right to remove
such content without prior notice. The
Service Provider may also terminate
your, or your users’, access to the
Service, if you are or your user is
determined to be a repeat infringer.
You, or your users, are a repeat
infringer if you have been notified of
infringing activity more than twice
and/or have had such content removed
from the Service more than twice.
Clarivate Analytics also reserves the
right for the Service Provider to decide
whether user-supplied content or
guest-supplied content or uploaded
material is appropriate and complies
with these Terms of Use for violations
other than copyright infringement and
violations of intellectual property law
such as, but not limited to,
pornography, obscene or defamatory
material, material that may be
offensive, content having excessive file
size or excessive use which puts an
excessive load on the servers to the
detriment of other users or Clarivate
Analytics, or links that have been
unused for a period of one year or
longer. The Service Provider may remove
such uploaded material or links and/or
terminate a user's access for uploading
such material in violation of these
Terms of Use at any time, without prior
notice and at its sole discretion. In
particular, if you are a copyright owner
or an agent thereof and believe that any
material uploaded by a customer or guest
user of a customer or other content
infringes upon your copyrights, you may
submit a notification directly to the
Service pursuant to the Digital
Millennium Copyright Act ("DMCA") to our
Designated Copyright Agent (see 17 U.S.C
512(c)(3) for further detail). Refer to
the Services Copyright Agent page for
more information on filing a claim or
counterclaim: Notice and Procedure for
Making Claims of Copyright Infringement.
- Indemnification.
You agree to indemnify and hold
Clarivate Analytics, the Service
Provider and their respective
affiliates, officers, stockholders,
agents, representatives and employees
harmless, including but not limited to
reasonable attorneys’ fees and
litigation expenses, from any type of
demand or any type of claim which is
made by any third party as a result of
(i) your use of the Service, (ii) your
breach of any term or condition of these
Terms of Use, (iii) your violation of
applicable laws, rules or regulations in
connection with the Service, (iv) any
representations and warranties made by
you concerning any aspect of the
Service, (v) violations of your
obligations of privacy to any third
party, or (vi) any claims with respect
to your acts or omissions in connection
with the Service. Your indemnification
also includes other users of the Service
using your computer or your account.
- Sole Responsibility for
Data, Account Termination. You
agree to be solely and completely
responsible for all of your
transmissions onto and off of your
Service account, and the contents of
those transmissions. Clarivate Analytics
has the right to terminate this
Agreement at any time in the event that
you have committed a material breach and
have failed to cure such breach within
thirty (30) days of prior written notice
of such breach. If such termination is
made by Clarivate Analytics for a
material breach by you, you agree (i)
you may not have permission to access
your files on the Service and your files
will be permanently removed from the
servers, and (ii) there is no obligation
to give you access to any data which you
have uploaded or inserted into the
Service in any way.
- Advertisements.
Clarivate Analytics assumes no liability
for anything which is perceived by you
in advertisements in the Service, or any
actions which are taken or not taken as
a result of those advertisements, and
any contact which you have with the
advertisers.
- Intellectual Property.
By registering with the Service, you
understand and agree that all content
created by or part of the Service is
protected by trademarks, copyright,
service marks, or other property rights
and laws, and title to such content and
software, including all copies thereof,
shall be in and remain with the Service.
You agree that you will not “unlock,”
decompile, reverse engineer,
disassemble, or otherwise translate the
binary or object code versions of the
Service to human-readable form nor
permit any person or entity under your
control to do so. Therefore, you must
have appropriate authorization before
reproducing, distributing, copying, or
taking and changing any of these
contents. Further, your use of the
Service must be in accord with and
governed by all appropriate state,
federal, local, international, and
national laws and regulations.
- Applicable Laws.
If anything which is inserted into this
Terms of Use document is found by the
appropriate legal jurisdiction and
authority to be in violation of the
relevant law then the other parts of the
Terms of Use shall be understood as
close to their original meaning as
possible and the parts which were not in
violation of a law remain in full
effect, and full force. By using the
Service, you agree that the laws of the
state of New York, without regard to
principles of conflict of laws, will
govern these Terms of Use and any
dispute of any sort that might arise
between you and Clarivate Analytics.
- Enforcement. If
either Party fails to act on any of the
terms of this document it should not be
construed as a waiver of any provision
unless a Party agrees to any such waiver
in writing.
- Miscellaneous.
- You may not assign this
Agreement or any of its rights or
interests hereunder, or delegate any
of its obligations hereunder, to any
third-party.
- Neither party has any express or
implied right or authority to assume
or create any obligations on behalf
of the other or to bind the other to
any contract, agreement or
undertaking with any third party.
Nothing in these Terms of Use shall
be construed to create a
partnership, joint venture,
employment or agency relationship
between the parties.
- This Agreement contains the
entire agreement between the parties
with respect to its subject matter
and may not be modified except by an
instrument in writing.
- Neither party to this agreement
will be liable for failure or delay
in pNeither party to this agreement
will be liable for failure or delay
in performance of its obligations
under this Agreement due to reasons
beyond its reasonably control
including: acts of war, acts of God,
earthquake, flood, riot, embargo,
government act or failure of the
Internet, provided that the delayed
party gives the other party prompt
notice for such cause.
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